Welcome to the Galleria TARALLI website, galleriataralli.com, and ludovicamazzucatoart.com (“the website”) owned and operated by Galleria Taralli (“we” “us”). By using this website or Galleria TARALLI’s services, the customer (“you” “the client” “the receiver” “the buyer”) agrees to and is bound by the following Terms of Service (“Terms” “Terms and conditions”). Capitalization does not interfere with the validity of our Terms.

If you use our services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. You may use the services only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations.

USING THE WEBSITE

While using the website you will not:

Violate any laws, third-party rights, or our policies.

Use our site or services, if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from our site.

Fail to deliver payment for items you have purchased.

Provide false, inaccurate, misleading personal information.

Transfer your customer account and User ID to another party without our consent.

Copy, modify, or distribute content from the site.

CUSTOMER ACCOUNT

If you use this site, it is your responsibility to maintain the confidentiality of your account and password and to restrict access to your computer. You agree to accept responsibility for all activities that occur under your account or password. If you provide any information that is untrue, inaccurate, not current, or incomplete, Galleria TARALLI may cancel or terminate your account and refuse any and all current or future use of the website, or any portion thereof.

COPYRIGHT

All content included on this site, including text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Galleria TARALLI or its content suppliers and protected by Canadian and international copyright laws. All rights reserved.

The art we represent on this site is either owned by Galleria TARALLI, licensed, or owned by the artists themselves, and permission to reproduce or use any artwork must be obtained in writing from Galleria TARALLI and the artist.

PRIVATE PLACEMENTS

Any placement of the artwork with private households or individuals (in this clause, “the receiver”) is deemed to be temporary unless accompanied by a sale transaction or a contractual agreement that states otherwise. Galleria TARALLI reserves the right to request the return of the artwork at any time for any reason or no reason. The receiver is responsible for packaging, handling, transportation, and insurance costs to receive, host, and return the artwork. Galleria TARALLI will invoice any accrued or planned expenses for logistics and packaging.

In case of any damage to the artwork, the receiver will pay Galleria TARALLI a compensation equal to 100% of the latest price of the artwork, plus a restoration surcharge equal to 150% of the latest price of the artwork, and an administration fee equal to 35% of the latest price of the artwork. The receiver will also refund Galleria TARALLI any other expense, including but not limited to legal expenses, that Galleria TARALLI may have incurred to recover the artwork and the fees.

If for any reason, the receiver misplaces or loses the artwork or does not return the artwork to Galleria TARALLI, the receiver will compensate Galleria TARALLI a forfeit amount equal to 200% of the latest price of the artwork, plus a loss of artwork surcharge equal to 200% of the latest price of the artwork, plus a loss of revenue fee equal to 200% of the latest price of the artwork, and an administration fee equal to 55% of the latest price of the artwork. The receiver will also refund Galleria TARALLI any other expense, including but not limited to legal expenses, that Galleria TARALLI may have incurred to recover the artwork and the fees. The artwork will remain of property of Galleria TARALLI and should the artwork be located, it will be returned to Galleria TARALLI immediately and whoever is temporarily holding the artwork will be responsible for any fee associated with the return, insurance, and restoration of the artwork.

Our artworks are subject to price increases. As a courtesy, we wait for six months before calculating late payment fees on the current pricing. In case of accounts being delinquent for 6 months or more, on the first calendar day of the 7th month, 13th month, and every 6 months thereafter, Galleria TARALLI will invoice the difference between the price of the artwork as defined in the first invoice, and the current price of the artwork. Thereafter, all additional fees will be calculated on the new price.

As of April 1st 2024, we charge an administration fee of 200 Euros, or 10% of the unpaid amount, whatever the greater, to all accounts that have been delinquent for 12 calendar months. The fee is charged every 12 calendar months.

CONSULTING, ADVISORY, AND ART CURATION SERVICES

The consulting services purchased through this website are provided by Ludovica Mazzucato or other consultants, at our discretion;

An una tantum non-refundable fee of EUR 4,000 is invoiced for all services where the client wishes to retain Ludovica Mazzucato as the primary consultant. This fee is not refundable and may be waived at our discretion.

The services are booked and delivered at our earliest availability. The services may be rescheduled at our discretion, without refund or notice. Retainers are not refundable. Once purchased, the services are not refundable. Once purchased, the services can be redeemed within six (6) months. After this time, the services will have to be purchased again. All prices are subject to additional taxes.

All services are delivered online and digitally unless explicitly agreed otherwise. Additional fees and other rates may apply where physical presence is required. All expenses incurred by our consultants, including but not limited to tools, transportation, meals, and accommodation to deliver the service, are invoiced to the client during the assignment or upon completion of the service hours, at our discretion. We retain the right to use the material developed through our consulting services and the client’s logo, testimonial, and case study at our discretion.

CALLS, MEETINGS, EMAILING, MESSAGING

Cancellations/no-show/delays:

Regardless of the nature of the call/meeting, no-shows and cancellations made less than 48 hours before the reserved time are charged € 480 per reserved hour plus expenses, if any were incurred, and are subject to an additional 10% late cancellation fee. In case of a late arrival/late start, the meeting/call is charged as reserved and for the entire duration thereafter, at € 480 per reserved hour plus expenses, if any were incurred. Any additional time is charged at € 540 per hour, plus expenses, if any were incurred.

Emails, letters, messages, phone calls, and other correspondence are charged at € 480 per hour plus expenses if any were incurred. The time count starts at a minimum of 20 minutes.

DONATIONS

By donating, you agree with our terms of service. Donations are not refundable and do not grant any right to the donor.

CURRENCY AND TAXES

On this website, and as of July 2023, all prices are expressed in EURO (also indicated as Euros, euros, €). Prices exclude taxes, save if explicitly stipulated differently.

PAYMENT OF INVOICES

Invoices are payable within 5 calendar days of issuance. If an invoice is not paid within this term, automatically and without any notice, a forfeit compensation of 10% of the invoice amount will be due by the client, and in addition, the invoice amount will increase with compensatory interests of 2% per month. The 2% late payment fee applies to any outstanding invoice on the first day following the due date and every month thereafter.

A 175 Euros fee will be applied to accounts for any bank-returned billing or cheque for non-sufficient funds.

A 50% semestral surcharge applies to all outstanding invoices after 6 calendar months of delinquency, and an additional 50% annual surcharge applies to outstanding invoices after 12 calendar months of delinquency, and every 6 calendar months thereafter. The surcharge is invoiced on the first calendar day of the seventh month and the first calendar day of the thirteenth month, and respectively as follows, and it is calculated as a percentage of the total unpaid amount, including all accrued fees.

• As of March 1st, 2024, the monthly delinquency fee is 4% of the accrued debt. As of March 1st, 2024, the semestral, and therefore the annual, delinquency fee is applied on the following day of the due date of the last invoice (and no longer on the first calendar day of the following month).

• As of April 1st 2024, we charge an administration fee of 200 Euros, or 10% of the unpaid amount, whatever the greater, to all accounts that have been delinquent for 12 calendar months. The fee is charged every 12 calendar months.

Each dispute relating to the execution of the assignment or the invoices has to be sent to billing@galleriataralli.com within 24 hours after the issuance of the invoice. In any event, the client is no longer entitled to claim any compensation 24 hours after the termination of the assignment or the issuance of the invoice, as it applies.

The client will be held responsible for reimbursing any damage, loss, and expense, including but not limited to legal expenses, incurred by Galleria TARALLI to identify the delinquency and recover the payment, as well as any damage, loss, or expense due to the delinquency.

CALLS, MEETINGS, ADVISORY, ART CURATION

Calls, video calls, and emails with Ludovica Mazzucato are invoiced at EUR 480 per hour. Calls and meetings are not refundable. No-shows and cancellations made less than 48 hours prior to the call are charged 480 EUR per reserved hour plus expenses, and subject to a 10% late cancellation fee.

All services are delivered online and digitally unless explicitly agreed otherwise. For in-person meetings with Ludovica Mazzucato, Galleria TARALLI charges an additional 25% fee on the hourly rate of EUR 480, plus logistic expenses. For Saturday, Sunday, and statutory holiday work, including but not limited to calls, meetings, correspondence, and documentation review, a 10% surcharge applies to the billable time. At our discretion, we may waive this clause for some clients, packages, or deliverables. If so, we notify the client in writing before starting the work. During time notified by us or any of our representatives as Out of Office, any work, including but not limited to calls, meetings, correspondence, and documentation exchange or review, a 100% surcharge applies to the billable time. At our discretion, we may waive this clause for some clients, packages, or deliverables. If so, we notify the client in writing before starting the work. All prices are subject to taxes and expenses unless explicitly stated otherwise.

PRICE INCREASE

We reserve the right to increase our prices, for any reason or no reason, without notice.

NON-SOLICITATION

The client (including all subsidiaries, affiliates, and joint ventures) shall, during the term of the agreement and for a period of 24 months thereafter, not solicit any of Galleria TARALLI’s employees, agents, representatives, ambassadors, collaborators, and sub-contractors without Galleria TARALLI’s prior written consent. If however, a mutual agreement is reached between Galleria TARALLI and the client about such hiring, the client will subsequently pay Galleria TARALLI a single fee calculated at 12 months of the annual gross salary or income of that employee, agent, or sub-contractor.

NON-COMPETE

The client (including all subsidiaries, affiliates, and joint ventures) shall, during the term of the agreement and for a period of sixty (60) months thereafter, not engage in activities that may compete with Galleria TARALLI and its affiliates, including KOINY and Studio Ludovica Mazzucato. In case of a suspected breach, a cease and desist clause of 10 days will automatically apply without any need for communication and notice by Galleria TARALLI, following which a penalty of EUR 300,000 per month (payable within 24 hours of issuance and subject to the late payment terms) will be invoiced by Galleria TARALLI to the client found in breach of the non-compete clause for as long as we deem the client is failing to desist. In any case, the client will be held responsible for reimbursing a fee of EUR 1,000,000 payable within 5 calendar days of our notice; Plus damage, loss, and expense, including but not limited to legal expenses, incurred by Galleria TARALLI to identify the breach and recover the penalty fees as well as any damage, loss, or expense due to the actual or suspected competition. Expenses must be reimbursed within 24 hours of the expense being incurred. Galleria TARALLI may waive or reduce the penalty fees without reason or for no reason at any time or apply a measure of payment in installments. However, the client is not entitled to expect Galleria TARALLI to waive or reduce such fees.

PRODUCTS AND SERVICES

The information, materials, products, and services (collectively “the services”) on this website are current at the time of writing and are subject to change. Not all products and services are available in all geographic areas. Your eligibility for particular products or services is subject to determination by and the approval of Galleria TARALLI. No solicitation is made by Galleria TARALLI to any person to use any information, materials, products, or services in any jurisdiction where the provision of such information, materials, products, and services is prohibited by law. The information on this website or in any communication containing a link to this website is not intended to constitute investment advice, an offer to sell, or the solicitation of an offer to purchase shares or other securities. Investors should always obtain and read an up-to-date investment services description or prospectus before deciding whether to appoint an investment representative or invest. Investors and companies manage their own resources at their own risk and assume responsibility for any loss incurred.

INTERNATIONAL USE

Galleria TARALLI makes no warranties that materials on this website are appropriate for use in all countries. Because the website may be accessed internationally, you agree to comply with all local laws, rules, and regulations including, without limitation, all laws, rules, and regulations in effect in the country in which you reside and the country from which you access the website. The information on this website is not intended for distribution to or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject Galleria TARALLI or its affiliates to any registration requirement within such jurisdiction or country.

NO WARRANTY

Galleria TARALLI does not warrant the accuracy, adequacy, completeness, or timeliness of the information, materials, products, and services on this website or the error-free use of this website. All information, materials, products, and services are “as is” and “as available.” No warranty of any kind, express or implied, including but not limited to the warranties of non-infringement of third-party rights, title, merchantability, fitness for a particular purpose, and freedom from computer viruses is given in conjunction with the information, materials, products, and services. Any views expressed herein are those of the author(s), are based on available information, and are subject to change without notice. Individuals may hold different views and may make different decisions for different clients. Galleria TARALLI does not warrant that the website will meet your needs. You agree to assume the entire risk as to your use of the website.

LIMITATION OF LIABILITY

In no event shall Ludovica Mazzucato, Galleria TARALLI, its owners, and its affiliates, be held liable for any damages, losses, or liabilities including without limitation, direct or indirect, special incidental, consequential damages, losses, or liabilities, in connection with your use of this website or our products or services, or your interaction with us, or your reliance on or use or inability to use the information, materials, products, and services on this website, or in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus, or line or system failure, even if Galleria TARALLI is advised of the possibility of such damages, losses, or expenses.

YOU UNDERSTAND AND AGREE THAT YOUR INTERACTION WITH US, AND THE USE OF THIS WEBSITE AND OUR PRODUCTS AND SERVICES IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO SUE Galleria TARALLI OR ITS OWNERS, OR ITS AFFILIATES DIRECTLY OR TO PARTICIPATE IN A SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF THIS WEBSITE OR OUR SERVICE.

INDEMNIFICATION

As a condition of your use of the Services, you agree to indemnify and hold Galleria TARALLI, its affiliates, and their respective owners, partners, directors, contractors, employees, and agents harmless from and against any and all claims, losses, liability, costs, and expenses (including but not limited to legal fees) arising from your interaction with us, your use of our website, products or services, or from your violation of these Terms.

In no event shall Galleria Taralli, its owners, and its affiliates, be held liable for any damages, losses, injury, or liabilities to employees, clients, contractors, public or private entities, property, participants, students, audience, members, or any other third-party individuals, assets, or organizations.

HYPERLINKS

Your use of the hyperlinks on this website to other Internet websites is at your own risk. Galleria TARALLI is not responsible for the content or accuracy of third-party websites hyperlinked from this website, nor does it guarantee the products or services offered on third-party websites. Galleria TARALLI advises users to review the privacy statements of a website before they provide any personal or confidential information.

WEBSITE SECURITY AND RESTRICTIONS OF USE

As a condition to your use of Services, you agree that you will not, and you will not take any action intended to: (i) access data that is not intended for you; (ii) invade the privacy of, obtain the identity of, or obtain any personal information about any other user of this web site; (iii) probe, scan, or test the vulnerability of this web site or Galleria TARALLI’s network or breach security or authentication measures without proper authorization; (iv) attempt to interfere with service to any user, host, or network or otherwise attempt to disrupt our business; or (v) send unsolicited mail, including promotions and/or advertising of products and services. Unauthorized use of the website or Services, including but not limited to unauthorized entry into Galleria TARALLI’s systems, misuse of passwords, or misuse of any information posted to a website, is strictly prohibited. Portions of the website are designated for password access only as indicated by a lock icon. In these instances, if you do not have an authorized password, no access is permitted.

BRANDED CONTENT

Materials labeled Sponsored/Branded Content are the product of a paid promotion or partnership with a third-party content provider. This content has been developed directly by or with assistance from Galleria TARALLI and/or its affiliates. Galleria TARALLI has received permission to use this material on this website or the material is part of a press kit or publicly available. Galleria TARALLI is not responsible for any materials produced by the third-party provider that were not directly commissioned and/or approved by Galleria TARALLI.

THIRD-PARTY CONTENT

Galleria TARALLI may offer links to other third-party websites. When you click on these links you will leave Galleria TARALLI’s website and will be redirected to another site. The links are provided solely for your convenience and for informational purposes only; they do not constitute an endorsement, guarantee, or approval by Galleria TARALLI of any of the products, services, or opinions of the third party. Galleria TARALLI makes no representation or warranty regarding the accuracy, legality, or content of the third-party site or the links. These sites are not under the control of Galleria TARALLI. Please also be aware that the security and privacy policies on these sites may be different than those of Galleria TARALLI. Please read third-party privacy and security policies closely. If you have any questions or concerns about the products and services offered on linked third-party websites, please contact the third party directly.

CONFIDENTIALITY AND PASSWORD SECURITY

Certain parts of this website may be protected by passwords or require a login. You are responsible for maintaining the confidentiality of any user names, passwords, security questions, and answers. All information available through the privileged area of the site is confidential and proprietary to us. The user will use their best efforts to keep all this information strictly confidential. The user will not disclose any of this information to any person or use it for any purpose other than those strictly permitted by Galleria TARALLI, in writing.

CONFIDENTIALITY, TRUST, PRIVACY, SECURITY BREACH

By interacting with Galleria TARALLI, or its directors, owners, or representatives, whether in-person or via any form of physical or digital communication, including but not limited to contracts, website use, emails, scheduling, file exchange, digital or physical folders, social media, calls, messaging, offers of employment, employment, RFPs, projects, workshops, panels, meetings, interviews, or other forms of communication, and under any circumstance or nature of the conversation, the interlocutor agrees to maintain and ensure confidentiality, privacy, trust and security and will be held responsible for any alleged or confirmed breach of trust, privacy, security or confidentiality. In case of a suspected breach of confidentiality, trust, privacy, or security, the interlocutor is liable to pay us [A] a forfeit amount of 35,000 EUR within seventy-two (72) hours of Galleria TARALLI vocing the suspected breach; The interlocutor is also liable to pay [B] an additional 35,000 EUR within ten (10) calendar days; And liable to pay [C] an additional fee equal to 100,000 EUR payable within fifteen (15) calendar days; plus [D] an additional 150,000 EUR payable within forty-five (45) calendar days. The payment is subject to any additional delinquency fees according to the Terms therein. The interlocutor may pay the fees via direct deposit, verified cheque, or invoice. If necessary, Galleria TARALLI will invoice the interlocutor for such fees. The interlocutor is also liable for taking immediate action to stop and remediate the breach, recover any leak, and follow up on the remedies until establishing full security for Galleria TARALLI as approved by its directors. The interlocutor is also liable to compensate Galleria TARALLI for the full amount of any administrative, legal or other expense associated with the investigation, report, and/or remedy of the breach, including but not limited to any expense associated with security, remedy of the breach, and/or personal or assets protection. This may include, and is not limited to, logistics expenses, relocation expenses, administrative fees, legal fees, security, software, well-being, expenses, public relations expenses, data migration expenses, and alarm systems. These amounts do not constitute exhaustive compensation and we reserve the right to request further indemnization for any expense, loss, or damage caused by or associated with the alleged or confirmed breach, including but not limited to any form of distress. Should the offending parties be multiple, or anonymous, we reserve the right to name the offending party, and we deem our resolution fair and final, without the need to provide evidence.

• As of March 1st, 2024

  Fees [A], [B], [C], and [D] are all due within five (5) calendar days.

MARKETING

Unless explicitly agreed otherwise, Galleria TARALLI retains the right to utilize the customer’s information for marketing purposes, the right to utilize the media related to the artwork before and after being sold, and to request the customer to provide video, photographs, or an updated ownership history of the artwork sold.

WAIVER

YOU UNDERSTAND AND AGREE THAT YOUR INTERACTION WITH GALLERIA TARALLI IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO SUE GALLERIA TARALLI, ITS OWNERS, ITS DIRECTORS, OR ITS AFFILIATES DIRECTLY OR TO PARTICIPATE IN A SUIT FOR ANY LOSSES OR DAMAGES.

LICENSING
Galleria Taralli grants you a limited license to access and make personal use of this website and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Galleria TARALLI.

This license does not include any resale or commercial use of this website or its content; any collection and use of any product listing, description, or pricing; copying of account information for the benefit of another merchant; or any use of data mining, or similar data gathering and extraction tools.

This website or any portion of this website may not be reproduced, duplicated, copied, sold, visited, or otherwise exploited for any commercial purpose without the express written consent of Galleria Taralli.

You may not frame or utilize framing technologies to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Galleria Taralli without the express written consent.

You may not use any metatags or any other 'hidden text' utilizing Galleria Taralli name or trademarks without the express written consent of Galleria Taralli. Any unauthorized use terminates the permission or license granted by Galleria Taralli.

RIEVIEWS, COMMENTS

Some visitors and members to Galleria Taralli may post content and other communications; and submit suggestions, ideas, comments, questions, or other information, as long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights to otherwise injuries to third party or objectionable and does not consist of or contains software virus, political campaigning, commercial solicitation, mass mailing or any form of spam.

FALSE INFORMATION

You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content Galleria Taralli reserves the right (but not the obligation) to remove or edit such content but does not regularly review posted content.

RIGHTS GRANTED

If you do post content or submit material and unless we indicate otherwise, you grant Galleria Taralli a non-exclusive, royalty-free, perpetual, irrevocable, and fully sub-licensed right to use, reproduce, modify, adapt, publish, translate, create derivative work from, distribute, and display such content throughout the world in any media. You grant Galleria Taralli the right to use the name that you submit in connection with such content if Galleria Taralli chooses.

CONTACT

If you have any questions, please contact us.

SEVERABILITY

If any provision of these Terms is deemed unlawful, void, or for any reason unenforceable, then that provision will be reformed only to the extent necessary to make it enforceable, and it will be deemed severable from these Terms and will not affect the validity and enforceability of the remaining provisions.

CHANGES TO TERMS OF USE

We may revise these Terms from time to time. The most current version will always be on our website and automatically apply to our services unless explicitly agreed otherwise.

DISPUTES

Users, hereby including clients, are solely responsible for settling any dispute arising from any matter. Galleria TARALLI shall not be held responsible for any action, damage, or loss incurred by its users.

CONFLICT WITH OTHER TERMS

In the event of an inconsistency between the Terms, Galleria TARALLI reserves the right to identify the applicable Term.

CLASS ACTIONS

You expressly waive any ability to maintain a Class Action (plaintiff or class member in any purported class, collective, representative, multiple parties, or similar proceeding (each a “Class Action”) in any forum. An arbitrator shall not have the authority to combine or aggregate similar claims or conduct any Class Action or make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.

PERSONAL INJURY AND DAMAGE

TO OUR PROPERTY

In case of personal injury of any type and severity, occurred to Galleria Taralli, its owners or directors, and Ludovica Mazzucato, on third-party premises, or caused by a third-party on our premises, and occurred under any capacity or circumstance, including not limited to meetings, speaking engagements, artistic creation, recreational or professional training or classes or events, performing, teaching, dance classes, training or performances, social or professional engagements, and regardless of whether the third-party has applied negligence or not, and regardless of whether the third-party requested to sign a liability waiver, we are entitled to a minimum compensation of 45,000 Euros, payable within 24 hours of our notice; Plus full reimbursement of health expenses, including but not limited to therapies, medical, nutrition and supplement expenses, insurance premiums, training and rehabilitation equipment, logistics, transportation and mobility expenses, wellness training, security expenses, nursing and home expenses, activity assistance expenses, payable within 24 hours of the expenses being incurred; Plus a minimum of 500,000 euros per year for a minimum of five calendar years, payable within five calendar days of our notice and every January 1st thereafter (in case of chronic pain, this amount will extend to 500,000 euros per year for a minimum of fifteen calendar years, plus 300,000 euros per year for the following ten calendar years) - where the party will be required to deposit a a verified cheque as a guarantee for the total amount; Plus monetary compensation for loss of future earnings, equal to a minimum of 25,000,000 euros, payable within five calendar days of our notice; Plus administrative and legal expenses, payable within 24 hours of the expense being incurred. Should the offending parties be multiple, or anonymous, we reserve the right to name the offending party, and we deem our resolution fair and final, without the need to provide evidence. Our Terms are enforceable without the need to provide evidence or records. Other clauses in our Terms may entitle us to further compensation. Regardless of the amounts stated in our Terms, we reserve the right to demand further compensation.

In case of loss, theft, or damage of any nature to our tangible or intangible property, occurred on our premises or third-party premises, under any capacity or circumstance, and including not limited to equipment, furniture, personal belongings, artwork, tools and instruments, documents, land, vehicles, real estate, and occurred under any capacity or circumstance, including not limited to meetings, speaking engagements, artistic creation, recreational or professional training or classes or events, dance classes, teaching, performing, social or professional engagements, and regardless of whether the third-party has applied negligence or not, the third-party is liable to pay Galleria TARALLI a minimum compensation of 300,000 euros, payable within 24 hours of our notice; Plus restitution of the property within five calendar days of our notice, subject to compensatory penalty of 100,000 euros; Plus full reimbursement for expenses incurred for the restoration of the property, payable within 24 hours of the expense being incurred; Plus administrative and legal expenses, payable within 24 hours of the expense being incurred; Plus the value of the property at original or current value, whatever the greatest, payable within 24 hours of our notice; Plus monetary compensation for loss of future use and future earnings, payable within 24 hours of our notice; In any case, the property remains ours and must be returned to us with prepaid packaging, logistic and transportation expenses, secured courier, and proof of insurance. Should the offending parties be multiple, or anonymous, we reserve the right to name the offending party, and we deem our resolution fair and final, without the need to provide evidence. Our Terms are enforceable without the need to provide evidence or records. Other clauses in our Terms may entitle us to further compensation. Regardless of the amounts stated in our Terms, we reserve the right to demand further compensation.

ADVERTISING INJURY

In any of libel, slander, invasion of privacy, copyright infringement, misappropriation of advertising ideas, and any other form of advertising injury, the offending party is liable to pay 25,000,000 euros, payable within 24 hours of our notice; Plus any legal and administrative expense we may incur, payable within 24 hours of the expense being incurred; Plus, payable within 24 hours of the expense being incurred, the full reimbursement for expenses incurred for the restoration of our assets, network, image, identity, reputation, or other aspects of the businesses we deem applicable; Plus monetary compensation for loss of future use and future earnings, as per our valuation, and for a minimum of 25,000,00 euros, payable within 24 hours of our notice. Should the offending parties be multiple, or anonymous, we reserve the right to name the offending party, and we deem our resolution fair and final, without the need to provide evidence. Our Terms are enforceable without the need to provide evidence or records. Other clauses in our Terms may entitle us to further compensation. Regardless of the amounts stated in our Terms, we reserve the right to demand further compensation.

FINAL PROVISIONS

The nullity or invalidity of a provision will not engender the cancellation or invalidity of the whole agreement, nor of any other provision thereof. The contractual relationship between the client and Galleria TARALLI is governed by Canadian law. Any dispute arising from the contractual relation between the Parties will be exclusively submitted to the jurisdiction of the Tribunals and Courts of British Columbia.

COLOR, SIZE, AND TEXTURE DISCLAIMER

Colors and textures:

Galleria TARALLI uses commercially reasonable efforts to display the colors and textures of all artwork accurately on the website and across our channels. However, the colors and textures displayed can vary due to the individual computer/mobile/camera monitor settings /calibrations and natural and artificial lighting utilized in the environment. We cannot guarantee that the final product will be an exact match to the colors and textures represented on this site.

Size:

Refers to the actual size of the art image prior to further framing treatment. All sizes indicated on our website are approximate, rounded to the nearest inch/fraction of an inch. Sizes may vary slightly due to variations in molding width, framing technique, or artist discretion.

Finished size:

Where specified, it refers to the outside dimensions of the framed or finished artwork. All sizes indicated on our website are approximate, rounded to the nearest inch/fraction of an inch. Sizes may vary slightly due to variations in molding width, framing technique, or artist discretion.

SHIPPING AND RETURNS

Return and Refund Policy:

All purchases from our website are final and non-refundable.

Shipping Policy:

Shipping costs for items over 40,000 euros are included for main destinations. Please contact Galleria TARALLI if your selected shipping address is under-served. For all other items, shipping costs are added at checkout and are non-refundable. For all items, cross-border customs or special handling costs are not included. The buyer assumes any additional cost associated with special handling and packaging where required by the importing countries or the buyer themselves. Once the package is assigned to the courier, Galleria TARALLI is no longer responsible for the package. All our shipments include tracking with delivery confirmation. Please allow 1-4 business days for your tracking information to show. For products that have been marked delivered by the Post Office/courier, you will need to contact your local Post Office/courier to obtain information regarding your package. If there is a problem with your tracking number or package delivery, please contact the courier company directly prior to contacting us. If your tracking information confirms that the item has been delivered to your order address, but you have not received your order, please contact the carrier directly to investigate this issue. We are not accountable for packages where tracking information states the package has been delivered to your order address, regardless of whether it has been delivered or not. We are not liable if the package is not delivered within the planned shipping times and we are not liable for the courier company guarantees. If the item is not delivered in time, please contact the courier/shipping company. We do not refund the buyer in case the courier/shipping company fails to meet their guaranteed shipping times and requires additional fees.

Orders are not refundable.

If you want to change your shipping address, please contact us as soon as you place your order. We will do our best to make the change, however, we do not guarantee that we will be able to do so. The buyer is responsible for entering the shipping address correctly. We are not liable if a package is shipped back or placed on hold due to an incorrect, undeliverable address or for any other reason or no reason.

We do not guarantee that the buyer will or will not be charged any customs taxes or duties. Customers are responsible for all applicable import duties, customs, and local taxes applicable to the shipment. Please contact your country’s customs office for respective charges and rates.

We retain all packages returned by the shipping carrier and do not refund returns. If the customer requires a returned package to be sent again to their address or a new address, Galleria TARALLI will invoice the customer for the necessary packaging, handling, and shipping fees to do so.

Galleria TARALLI may not be held responsible for delays, duties, customs charges, costs, and damages associated with the delivery or failure to deliver for any reason, additional freight, import, and packing fees, or products that are lost or damaged in the mail.

A 175 Euros fee will be applied to accounts for any bank-returned billing or cheque for non-sufficient funds.

The terms commissioned artwork and custom artwork are used interchangeably on this website.

To initiate a commission artwork, Galleria TARALLI requires the buyer

• to pay a retainer equal to EUR 14,000 or 50% of the estimated price of the project, whichever is greater.

Any expense and fee incurred by the artists or Galleria TARALLI to prepare, carry out and deliver the work is the responsibility of the buyer. At its discretion, Galleria TARALLI will invoice the commissioned artwork and the accrued fees and expenses during the development or upon completion of the artwork.

Galleria TARALLI’s fees exclude any and all expenses (including but not limited to travel, transport, - e.g. car rental, taxi, kilometric allowances, flights, - meals, per diem, materials, software, equipment, prototyper services, art supplies, ingredients, equipment, insurance, lightning,…), which will be added separately on the invoices. When Galleria TARALLI has to book locations, catering, hotels, and/or flights, a 15% booking fee will be added. All prices exclude taxes, unless explicitly stipulated differently.

• Ludovica Mazzucato’s honorarium for commissioned artwork is EUR 480 per hour.

• Requests for Proposals are charged at 480 EUR per hour plus expenses and taxes.

• Introductory calls are free of charge for the first 15 minutes, thereafter they are charged at EUR 480 per hour.

• If the client or its representative No no-show are billed at 480 euros per hour plus expenses and taxes.

• Calls or meetings canceled less than 48 hours in advance are billed at 480 euros per hour plus expenses and taxes.

The following fees may apply to the commissioned artwork:

• outdoors surcharge: a fee equal to 50% of the retainer, plus an additional EUR 480 per hour;

• painting or creating on inanimate organic material: a fee equal to 35% of the retainer;

• painting or creating on living organic material: a fee equal to 50% of the retainer;

• collaboration with other artists: a fee equal to each artist’s honorarium (if not already paid by the buyer), plus a fee equal to 35% of the retainer;

• use of organic supplies only: a fee equal to 50% of the retainer;

• rarity surcharge - for use of materials such as gems, coral, gold, mother of pearl, rare woods, etc.: a fee equal to 50% of the retainer;

• use of perishable or organic materials other than water - e.g. flowers, herbs, glass, salt, fire: a fee equal to 50% of the retainer;

• haute couture design and creative direction: a fee equal to 150% of the retainer, plus a fee equal to 35% of the retainer per each garment, and an additional EUR 480 per hour;

• prêt-à-porter design and creative direction: a fee equal to 130% of the retainer, plus a fee equal to 25% of the retainer per each garment, and an additional EUR 240 per hour;

• interior design, fashion design, and creative direction: a fee equal to 100 % of the retainer, plus a fee equal to 20% of the retainer per each piece or garment, and an additional EUR 180 per hour;

• jewelry and shoe design and creative direction: a fee equal to 100% of the retainer, plus a fee equal to 25% of the retainer per each piece, and an additional EUR 240 per hour;

• use of a surface exceeding 1 square meter: a fee equal to 15% of the retainer, for each additional square meter;

• synchronous performance: a fee equal to 50% of the retainer, plus an additional EUR 480 per hour, plus a fee of EUR 100 per 0.5 square meters of the location;

• ticketed performance, culinary event, or alike: 5% of the sales revenues;

• food and beverage, and menu design and creative direction: a fee equal to 50% of the retainer, plus an additional EUR 240 per hour;

• branded creation: an additional fee equal to 100% of the retainer, plus an additional EUR 240 per hour;

• asynchronous creation or performance, off-site: an additional fee equal to EUR 480 per hour, plus 10% of the retainer;

• private collection - if the buyer wishes the artwork not to be presented on any online or offline channel other than its own: an additional fee equal to 100% of the final cost of the assignment.

• artistry and artist valuation.

All prices exclude taxes unless explicitly stipulated differently.

At our discretion, Galleria TARALLI and the artist we represent retain the right to withdraw from delivering the artwork, without notice. In such a case, the buyer is not entitled to claim any compensation.

• Retainers are not refundable.

Although the artist and Galleria TARALLI make reasonable efforts to meet the client’s desires for the artwork, the client is entirely responsible for providing accurate requirements.

The artist retains the right to make artistic choices that may not meet those requirements and the right to create in their own time at their preferred location.

By purchasing a retainer for commissioned artwork, the client expresses its commitment to acquiring the final custom artwork.

However, if for any reason, the buyer wishes to cancel the assignment or declines to buy the final custom artwork, the buyer may do so by notifying Galleria TARALLI in writing. Upon such notice, Galleria TARALLI will invoice

• all accrued and outstanding expenses and fees, and consider the artwork to be available for purchase by the public.

If the buyer wishes to cancel the assignment prior to the commencement of the artwork, the buyer may do so by notifying Galleria TARALLI in writing. Upon such notice, Galleria TARALLI will invoice

• any accrued expenses and fees, and consider the artwork available for other developments and for purchase by the public.

If Galleria TARALLI receives such notice of cancellation less than forty (40) days before the commencement of the assignment, Galleria TARALLI will invoice

• all accrued fees and expenses until the day of receiving the termination, plus the following fees:

• a late notice fee equal to 10% of the retainer;

• plus the forfeit cancellation fee equal to EUR five thousand (EUR 5,000);

• plus EUR one thousand (EUR 1,000) per artist per day of preparation, from request to cancellation;

In any case of cancellation, termination, or refusal to buy the artwork, if a live performance or venue was part of the commissioned artwork, the buyer is responsible

• to settle any dispute and invoices related to the venue and its management; In such cases, the buyer will also correspond to Galleria TARALLI

• a fee equal to EUR five hundred ( EUR 500) per seat in case of a seated venue (such as theatres and dining events,…)

• and a fee equal to EUR five hundred (EUR 500) per 0.5 square meter/person in case of another applicable measure of capacity (such as parks, museums, galleries,…).

• If the event entailed a mix of both settings, both fees will be invoiced.

The buyer will also refund Galleria TARALLI:

• any other expense, including but not limited to legal and media expenses, that Galleria TARALLI may have incurred to recover these fees and handle the cancellation or termination.

PAYMENT OF INVOICES

Invoices are payable within five (5) days of issuance. If an invoice is not paid within this term, automatically and without any notice, a forfeit compensation of 10% of the invoice amount will be due by the client, and in addition, the invoice amount will increase with compensatory interests of 2% per month. The 2% late payment fee applies to any outstanding invoice on the first day following the due date, and every thirty (30) days thereafter.

A 50% semestral surcharge applies to all outstanding invoices after 6 months of unpaid late payment fees, and an additional 50% annual surcharge applies to outstanding invoices after 12 months of unpaid late payment fees. The surcharge is calculated on the first day of the seventh month and the first day of the thirteenth month, respectively, and calculated as a percentage of the total unpaid amount, including all accrued fees.

Each dispute relating to the execution of the assignment or the invoices has to be sent to billing@galleriataralli.com within 24 hours after the issuance of the invoice. In any event, the client is no longer entitled to claim any compensation 24 hours after the termination of the assignment or the issuance of the invoice, as it applies.

PRICE INCREASE

We reserve the right to increase our prices.

GALLERY AND CORPORATE PLACEMENTS

Any placement of the artwork with private/public galleries or public/private businesses (in this clause, “the receiver”) is deemed to be temporary unless accompanied by a written agreement or a sale transaction. Galleria TARALLI reserves the right to request the return of the artwork at any time for any reason or no reason. The receiver is responsible for packaging, handling, transportation, and insurance costs to receive, host, and return the artwork. Galleria TARALLI will invoice any accrued expenses for logistics and packaging.

The receiver is required to provide proof of insurance upon placing the order. Failure to do so will result in a fee equal to 35% of the latest price of the artwork. Failure to provide proof of insurance within thirty (30) days will result in an additional fee equal to 100% of the latest price of the artwork and the return of the artwork to Galleria TARALLI. The receiver will be responsible for all expenses for the return and restoration of the artwork.

In case of damage to the artwork, the receiver will correspond to Galleria TARALLI a forfeit compensation equal to 200% of the latest price of the artwork, plus a restoration surcharge equal to 150% of the latest price of the artwork, and an administration fee equal to 75% of the latest price of the artwork. The receiver will also refund Galleria TARALLI any other expense, including but not limited to legal expenses, that Galleria TARALLI may have incurred to recover the artwork and the fees.

If for any reason, the receiver misplaces or loses the artwork or does not return the artwork to Galleria TARALLI, the receiver will compensate Galleria TARALLI a forfeit amount equal to 300% of the latest price of the artwork, plus a loss of artwork surcharge equal to 300% of the price of the artwork, plus a loss of revenue fee equal to 300% of the latest price of the artwork, and administration fee equal to 75% of the latest price of the artwork. The receiver will also refund Galleria TARALLI any other expense, including but not limited to legal expenses, that Galleria TARALLI may have incurred to recover the artwork and the fees.

Our artworks are subject to price increases. As a courtesy, we wait for six months before calculating late payment fees on the current pricing. In case of accounts being delinquent for 6 months or more, on the first calendar day of the 7th month, 13th month, and every 6 months thereafter, Galleria TARALLI will invoice the difference between the price of the artwork as defined in the first invoice, and the current price of the artwork. Thereafter, all additional fees will be calculated on the new price.

As of April 1st 2024, we charge an administration fee of 200 Euros, or 10% of the unpaid amount, whatever the greater, to all accounts that have been delinquent for 12 calendar months. The fee is charged every 12 calendar months.

A 175 Euros fee will be applied to accounts for any bank-returned billing or cheque for non-sufficient funds.

CERTIFICATE OF AUTHENTICITY

Certificates of authenticity are issued at the time of sale. Following the sale, buyers may request duplicates of the certificate free of charge. If the buyer requires a new original certificate of authenticity, the buyer may do so for a fee of 800 euros.

Membership cancellation applies at the end of the billing cycle. You may upgrade at any time.

Clients under the age of 18 are required to get a signature from a parent or guardian. We encourage all visitors to the website who are under the age of 18 and wish to communicate with us to use the assistance of their parent/guardian.

Once booked on the website, classes, masterclasses, and labs are not refundable and non-transferable.

Semi-private and partnering classes accept one up to two students. Private classes accept one student. Additional students will be charged at the full price.

The classes are accompanied by recorded or live music at the discretion of the instructor.

To join an online class, you must have at least the following equipment:

Stable internet connection

Access to Google Meet and Zoom with stable audio and video

A space safe for dancing

athletic/comfortable apparel

By joining the classes, you agree with the waiver and release of liability.

The classes are booked on a first-come, first-served basis and according to the instructor’s and the studio’s availability. Galleria TARALLI and Ludovica Mazzucato reserve the right to reschedule or cancel a class at their discretion.

To purchase and join a class or other form of dance event at members’ rates and conditions, you must have an active membership with Galleria TARALLI.

AGREEMENT OF RELEASE AND WAIVER OF LIABILITY

By using our website or services or booking a dance class, you agree to the following:

1. Galleria TARALLI and the instructor are in no way responsible for the safekeeping of my personal belongings while I attend class.

2. I understand that classes may be physically strenuous and I voluntarily participate in them with full knowledge that there is a risk of personal injury, property loss, or death.

3. I attest that I am free from psychological, medical, or emotional conditions that would prevent me from safe participation in a dance class.

4. I understand that Galleria TARALLI uses third-party tools (e.g. Zoom/Google Meet/others) to provide live-streaming classes. I understand that Galleria TARALLI and Ludovica Mazzucato do not endorse or approve and are not responsible for the privacy practices of these third parties or my use of such third-party tools. I also understand and agree that the instructor and Galleria TARALLI are not responsible or liable for any third-party tools used to provide live-streaming classes.

5. I understand that some classes may be live-streamed, photographed, or recorded, and that notification of such live-streaming will be given beforehand where such live-streaming will take place. By entering such class, I hereby give my irrevocable consent for Galleria TARALLI and the instructor to proceed with the media recording or live-streaming.

6. I agree to not attend the class if: a. In the past 14 days, I have experienced any symptoms of COVID-19, including but not limited to fever, cough, or difficulty breathing; b. I or anyone I live with has tested positive for COVID-19, and I have not yet been cleared to discontinue isolation in accordance with applicable criteria communicated by public health officials; c. In the past 14 days, I have had close contact with a person who has had any symptoms of COVID-19 or has tested positive for COVID-19, and I have not yet been cleared to discontinue isolation in accordance with applicable criteria communicated by public health officials; or d. I am currently subject to a quarantine or self-isolation order. If I am a healthcare professional, the above applies to me if the said contact occurred while I was not wearing appropriate personal protective equipment.

7. While in class, I agree to comply with all hygiene and social conduct to consent to a peaceful class and distancing, and other directions and policies applied by the dance studio, theatre, location, instructor, and Galleria TARALLI.

8. I understand that the instructor reserves the right to remove me from the class and revoke access to future classes.

9. I agree that neither I, my heirs, assigns or legal representatives will sue or make any other claims of any kind whatsoever against Galleria TARALLI, the instructor, or its members for any personal injury, property damage/loss, or wrongful death, whether caused by negligence or otherwise.

10. I understand that classes are not refundable and non-transferable.

11. I understand that it is my responsibility to ensure I have access to the proper equipment and tools to attend the class.

12. And, I hereby release to Galleria TARALLI the rights to all photography and video recordings that may be taken during classes and workshops for promotional use.

13. I recognize that this agreement of release and waiver of liability is a legal contract and that I have complete knowledge of its contents.

14. I agree that: I am above the legal age of majority in my province or territory of residence (19 or older in BC) and I do not require parental or guardian consent. OR; I hereby warrant and represent that I am the parent or legal guardian of the above-named minor (minors are defined as AGE 18 OR YOUNGER in British Columbia). I consent to and confirm the terms and conditions above. I hereby fully indemnify Galleria TARALLI, its associated and affiliated companies, and their respective directors, employees, and instructors from and against any claim, action, liability, settlement, judgment, loss, or damage (including but not limited to legal fees) which they may suffer or incur as a result of any death, injury or damage suffered or caused by the above- signed minor in association with their participation in classes.

15. I have read this agreement fully understand its contents and meaning, and agree to it of my free will.

REGISTRATION

Galleria TARALLI’s Premier masterclasses are open to individuals 18 years of age and older. These masterclasses award verified certificates of completion for those who successfully complete their masterclass according to the masterclass requirements.

After participants have registered online, they will receive an e-mail acknowledging that Galleria TARALLI has received and accepted the registration. Submission of registration along with full tuition payment constitutes acknowledgment and acceptance of these terms of service.

Galleria TARALLI may not accept enrollment of any participant from a jurisdiction wherein the provision of services to an individual in that country is prohibited.

PAYMENT

Payment in full is required at the time of registration. Payment consists of a tuition fee and a non-refundable registration fee. All course tuition is billed in EURO, and participants' financial institutions may charge a fee for conversion to local currency. If payment fails, participants will be automatically removed from the course. Space in the course will not be held in the instance of a failed payment. Galleria TARALLI is not responsible for any additional fees charged by the participant’s financial institution.

Sponsor Payments: Applicants will be registered in their chosen masterclass and will receive an email acknowledging Galleria TARALLI has received and accepted the registration once a sponsor payment is submitted. Space in masterclasses is not held while sponsor payment is pending. Sponsor payments and refunds are subject to the same Cancellation/Refund policies stated within these Terms.

REFUND POLICY

In order to be granted a full tuition refund, participants must cancel their registration by sending an email to premier@galleriataralli.com within 24 hours of registering for the course and no later than 60 days before the course starts. Please note Galleria TARALLI is unable to reimburse for any currency conversion or other fees charged by the credit card issuer, financial institution, or payment service and refunds will be issued to the paying party. There will be no refunds given for participants/sponsors who request a refund outside of these parameters.

CONTENT

Galleria TARALLI will make all reasonable efforts to deliver the masterclass as outlined on the website. However, Galleria TARALLI reserves the right to make reasonable amendments to the content and syllabus of a masterclass when necessary.

Masterclasses are conducted in English unless otherwise specified. Some Online Premier masterclasses have assignments as well as a final project; therefore, we recommend that participants have a conversational knowledge of both spoken and written English when pursuing a Certificate of Completion in a masterclass held in English. Specific language requirements may be indicated for some masterclasses.

• Distribution and copying of the masterclass content is not allowed.

CERTIFICATE

All Galleria TARALLI Premier masterclasses award the Certificate of Completion to participants who successfully complete the masterclass requirements outlined in the masterclass syllabi.

TECHNOLOGY AND ACCESS

To ensure participants can successfully participate in the Galleria TARALLI Premier masterclasses, they should review the technology requirements. It is the participant's responsibility to obtain and maintain the proper hardware and software required to participate.

Access to the Premier masterclasses may not be legal for certain persons or in certain countries. When accessing the Premier masterclasses and/or the Galleria TARALLI’s Website, you are responsible for compliance with the laws of your jurisdiction.

CANCELLATION

Galleria TARALLI reserves the right to cancel masterclasses when necessary. In this instance, all tuition and fees paid for the course will be refunded to the paying party. Cancellation decisions are generally made one week before classes begin, though Galleria TARALLI reserves the right to cancel any class up to the first day. Participants/sponsors should allow up to six weeks for the credit to appear on their statement.

CONDUCT

Participants will be expected to follow ethical conduct for a peaceful environment and comply with our Terms. Galleria TARALLI reserves the right to remove any participant who does not respect these guidelines and/or fellow participants, faculty, guests, or staff.

DISCLOSURE

Masterclass interviews reflect the ideas of the faculty member and guest speaker and are at the discretion of each. These views might not reflect the ideas of Galleria TARALLI.

Disclosure: Masterclasses interviews may include speakers who have a proprietary interest in the products, instruments, devices, or materials discussed, including but not limited to involvement in particular galleries, manufacturers, auction houses, and/or artists’ estates. All material appearing on the Galleria TARALLI website (“Content”) is protected by copyright under Canadian and International law and is the property of Galleria TARALLI or the party provider of the content. You may not copy, reproduce, distribute, publish, display, perform, modify, create derivative works, transmit, or in any way exploit any such content, nor may you distribute any part of this content over any network, including a local area network, sell or offer it for sale, or use such content to construct any kind of database. You may not alter or remove any copyright or other notice from copies of the content. Copying or storing any content except as provided above is expressly prohibited without prior written permission of Galleria TARALLI or the copyright holder identified in the individual content’s copyright notice. For permission to use the content, please email contact@galleriataralli.com

Submission of the registration form along with full tuition payment constitutes acknowledgment and acceptance of the terms and conditions outlined herein.

By “partner artist”, we refer to an artist (or its representative) who temporarily collaborates with us and one or more of our resident artists in the project Pollen. By “resident artist” we refer to an artist who is permanently represented by Galleria Taralli.

Collaborations between partner artists and resident artists for the project Pollen are subject to our Terms of Service. Additional terms apply and may be consulted on the following page:

https://www.galleriataralli.com/polline-terms-2

By “local partner”, we refer to a natural or legal entity that collaborates temporarily with us and one or more of our resident artists on an on-site project. By “resident artist” we refer to an artist who is permanently represented by Galleria Taralli. Collaborations between local partners and resident artists are subject to our Terms of Service. Additional terms apply and may be consulted on the following page:

https://www.galleriataralli.com/polline-terms-2

GUEST SPEAKERS, GUEST LECTURERS, GUEST EXPERTS, GUEST PROFESSIONALS, GUEST INSTRUCTORS, GUEST PANELIST, GUEST HOST, GUEST CO-HOST (“Guest professionals”)

Guest professionals invited to present at and/or participate in an online or in-person event hosted by Galleria TARALLI (“session”) are not entitled to any compensation, regardless of the nature of the session, and regardless of whether Galleria TARALLI may charge other participants to access the session. In some cases, Galleria TARALLI may offer guest professionals access to a referral commission and/or code for access to preferential rates or services. This and other cases of compensation would be explicitly specified or otherwise not to be assumed or expected by the guest professional. The content developed for and during the session, including recordings of the session, photos, videos, guest lists, and other materials (“Content”), is the exclusive property of Galleria TARALLI. Distribution and reproduction by any third party, including guest professionals is not allowed. By participating in a session, guest professionals give Galleria TARALLI the right to use the guest professional’s information, such as photos, videos, bio, and links. By participating in a session, or its preparation or follow-up, professionals also acknowledge that Galleria TARALLI retains exclusive ownership of the Content, and that Galleria TARALLI retains the exclusive right to use the Content, and that reproduction and distribution by a third party, including but not limited to the guest professional, is not allowed.

Any amendment to said terms must be explicitly detailed in a separate agreement.

THIS IS A LEGAL AGREEMENT BETWEEN YOU (“YOU”, “YOUR”, OR “YOURS”), AND CALIMALA HOLDING INCORPORATED, DBA GALLERIA TARALLI, (“GALLERIA TARALLI”, “WE”, “US”, OR “OUR” ). BY SIGNING UP FOR OUR AFFILIATE PROGRAM YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THESE AFFILIATE TERMS AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION HEREIN.

Any version of these Affiliate Terms in a language other than English is provided for convenience and You understand and agree that the English language will control if there is any conflict.

All capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in our Terms of Service.

1. Overview

These Affiliate Terms contain the complete terms and conditions that apply to You when becoming an affiliate in GALLERIA TARALLI’s affiliate program (the “Affiliate Program”). The purpose of these Affiliate Terms is to allow You to make affiliate commissions through sales generated from Your website to Our Services in the manner set forth herein.

2. Enrollment in the Affiliate Program

(a) Application Completion. If You have not already done so, You need to complete an application to the Affiliate Program (the “Application”). You need to identify Your website, describe how You plan to promote GALLERIA TARALLI’s Services offline or online on Your website or channels, and provide certain contact information.

3. Specific Obligations of Affiliates

As a member of Our Affiliate Program, You represent, warrant, and covenant that You will:

(a) Link to Our Services. You will implement the links, banners, and other means of linking Your website to Our Services (collectively, “Referral Links”) pursuant to the referral specifications set forth in the Affiliate Program. On this page, You may be able to download certain technical materials, content, and any documentation for the foregoing (collectively, “Referral Materials”). When Our customers click through the Referral Links to purchase an item on our Websites, you can receive commissions for qualifying individual marketplace transaction purchases as described in Affiliate Commissions.

(b) Maintain Your Site/Channels: The maintenance and updating of Your website will be Your responsibility. As a member of Our Affiliate Program and because Our information is updated often, it will be necessary for You to update the Referral Materials on Your website to maintain consistency and accuracy between Our Services and the Referral Specifications.

(c) Follow and Comply with All Copyright Laws: It is entirely Your responsibility to follow and comply with all applicable copyright and other laws that pertain to Your website. We will not be responsible if You use another person's copyrighted material in violation of the law.

(d) Not to solicit Our Clients, Instructors, Partners, Sponsors, Employees, and Collaborators: As a member of Our Affiliate Program, You agree not to directly or indirectly, for Yourself or on behalf of another, solicit business away from, or solicit, induce, influence, or encourage any of Our Clients, Instructors, Partners, Sponsors, Employees, and Collaborators to upload their content on Your websites and/or platforms, or otherwise alter, terminate or breach their contractual or other business relationship with Us. Non-solicitation penalty fees apply. Please review our Terms of Service.

4. Affiliate Responsibilities

As a member of Our Affiliate Program, You understand and agree that:

(a) We Can Monitor Your Site: You hereby give Us the right to monitor Your website at any time to determine if You are following these Affiliate Terms, and to notify You of any changes We feel You should make to remain in compliance. Further, You must comply with any requests we make for you to take down specific content from your website. Failure to comply is a violation of these Terms and grounds for termination of Your affiliate status.

(b) We Determine the Policies for Referred Customers: Persons who become customers of Our Services through referrals made in the Affiliate Program will be considered Our customers, at Our sole discretion. All Our terms, rules, policies, and operating procedures that apply to Our Users will apply to such referred customers. We may change Our terms, rules, policies, and operating procedures at any time, as further described in Our Terms of Use and Our other terms as We may post from time to time

(c) You will not promote Studio Ludovica Mazzzucato through paid advertising or media buying that leads directly to our website (found at www.ludovicamazzucato.com). You will not bid on our-branded keywords as an affiliate. This applies to all advertising platforms and to all affiliates unless direct approval from us is granted.

(d) You will not use Our company name or variations of Our company name in your Domain Names or Social Media pages: You may not register or purchase domain names that include Our company’s name or any misspellings or variations of Our company name to run promotions as an affiliate. Additionally, you may not include Our Company name, variations of Our company name, or the look and feel of Our social media pages on any social media pages (i.e. Facebook Fan Page) where You run promotions as an affiliate.

(e) You will be Responsible for Your Website’s Content: You may not promote Our content and Our Services on a website that contains any form of misleading, defamatory, obscene, illegal, bigoted, pornographic, or any other content deemed offensive by Us.

(f) You will not promote using cookie-stuffing: You may not use cookie-stuffing techniques or click-generators that set the tracking cookie without the user clicking on the Referral Link. You will not artificially generate clicks or impressions on your site or create visits on our site, whether by way of a robot or software program or otherwise.

(g) You will not mimic Our media and content: Publishers must make sure that his or her media does not copy or resemble the look and feel of our website or create the impression that Your media is part of Our company's website. You also understand that using the language found on Our pages verbatim is not allowed unless it is to describe the content found on any given course landing page.

(h) You will be Responsible for Your use of content found on Our site. You may create Your promotional materials using pages from our site as a reference. You may also use images and part of the text on Our pages to promote the products accurately on Your site. However, You may NOT download, copy, or use video content (free or paid), materials (PDFs, images, or extra material), or descriptions and upload them on Your site(s). Violation of this provision may result in the immediate termination of Your affiliate account and penalty fees.

(i) You will not use spyware, malware, viruses, and the like: You may not include on your site, display, or otherwise use Referral Links or other Content that uses any spyware, malware, or viruses, or any software application not expressly and knowingly authorized by users before being downloaded or installed on their computer or other electronic device.

(j) You will be open and honest about Your relationship with Us: You may not misrepresent or embellish the relationship between you and us or imply any relationship or affiliation between you and us or any other person or entity except as expressly permitted by this affiliate Agreement. You may not represent yourself as an agent or employee of GALLERIA TARALLI or represent that you have the authority to bind us to a contract.

(k) You cannot utilize a browser extension to promote us without direct approval from us. All coupon codes available in the extension must be approved by us. You also understand and agree that your browser extension cannot allow users to upload new coupons into the extension's feed.

(l) You will not earn commissions for free content or products: Our site contains paid and free items. Any customer You refer to Us who subsequently enrolls in a free masterclass or uses a 'free promo code' to get a paid item for free will not be eligible to earn You a commission and that particular sale will not appear on Your affiliate account. We will terminate the account of Affiliates who only promote free courses, or Affiliates who promote primarily free courses.

(m) You will be mindful of who You do business with: You may not use marketing practices that attract fake customers. We, in our sole discretion, will determine whether someone is a fake customer.

(n) You will ensure your sub-affiliates follow all of Our terms: You have the right to work with a sub-affiliate network so long as your sub-affiliates follow Our Affiliate Terms. You understand that You are responsible for Your sub-affiliates’ compliance with these terms and that non-compliance by any of Your sub-affiliates may result in the termination of Your affiliate account.

(o) For GALLERIA TARALLI’s employees who are also GALLERIA TARALLI Affiliates: You will make it clear you are our employee when promoting us as an affiliate. As our employee, You agree to clearly state in all promotional posts or promotions containing our affiliate links Your employee and affiliate relationship with us via a disclaimer. Specific requirements and examples for our Affiliates who are also our employees are provided directly to the employee.

These Affiliate Terms will begin and become effective upon Our acceptance of Your Application.

5. Affiliate Commissions

(a) Eligibility: Except in jurisdictions in which such a transaction is not permitted, You are eligible to earn affiliate commissions through Referrals (as defined in section (b) below) during the term of these Affiliate Terms.

6. Licenses

(a) You hereby grant Us a non-exclusive, non-transferable, revocable right to use Your names, titles, and logos in the advertising, marketing, promoting, and publicizing in any manner of Our rights under these Affiliate Terms. However, We are under no obligation to advertise, market, promote, or publicize.

(b) We both agree not to use the other's proprietary materials in any manner that is disparaging or that otherwise portrays the other in a negative light. We each reserve all of our respective rights in the proprietary materials covered by this license. Either one of us may revoke this license at any time by giving the other written notice ending our engagement under these Affiliate Terms and Your Affiliate status. Other than the license granted in these Affiliate Terms, we each retain all rights, title, and interest to our respective rights and no right, title, or interest is transferred to the other.

7. Disclaimer

WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING GALLERIA TARALLI. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

8. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU CONCERNING ANY SUBJECT MATTER OF THESE AFFILIATE TERMS UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE AFFILIATE TERMS, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE AFFILIATE TERMS, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL REFERRAL FEES PAID TO YOU UNDER THESE AFFILIATE TERMS.

9. Indemnification

You agree to indemnify and hold harmless GALLERIA TARALLIand its employees, representatives, agents, and affiliates, against any claims, suits, actions, or other proceedings brought against them based on or arising from any claim resulting from Your breach of these Affiliate Terms. You will pay any and all costs, damages, and expenses, including, but not limited to, legal fees and costs awarded against or otherwise incurred by Us in connection with or arising from any such claim, suit, action, or proceeding.

10. Termination

GALLERIA TARALLI or You can Each End Our Engagement Under these Affiliate Terms: Either Us or You may end these Affiliate Terms AT ANY TIME, with or without cause. To Terminate the agreement, You shall give 45 days notice to billing@galleriataralli.com

11. Modification

From time to time, We may update these Terms to clarify Our practices or to reflect new or different practices, for example We may change the scope of Referral Fees, payment procedures, Affiliate Program rules, Referral Specifications, or Referral Materials, and GALLERIA TARALLI reserves the right in its sole discretion to modify and/or make changes to these Affiliate Terms at any time, at Our sole discretion. Modifications will become effective on the day they are posted unless stated otherwise. If any modification is unacceptable to You, Your only option is to end Your participation by giving 45 days’ notice. Your continued access will be contingent on Your acceptance of Our updated Affiliate Terms. You should visit the Services regularly to ensure You are aware of any changes to the Affiliate Terms, as any revised Affiliate Terms shall supersede all previous Affiliate Terms.

12. Miscellaneous

(a) You represent and warrant to GALLERIA TARALLI that:

(i) These Affiliate Terms constitute Your legal, valid, and binding obligation, enforceable against You in accordance with the terms and conditions set forth herein;

(ii) You have the full right, power, and authority to accept and be bound by these Affiliate Terms and to perform Your obligations under these Affiliate Terms, without the approval or consent of any other party;

(iii) You have sufficient right, title, and interest in and to the rights granted to GALLERIA TARALLI in these Affiliate Terms; and,

(iv) YOU HAVE READ AND TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER PROVISIONS OF THESE AFFILIATE TERMS PRIOR TO ACCEPTING THESE AFFILIATE TERMS.

(b) Independent Contractors. Each of us shall be deemed to be an independent contractor with respect to the subject matter of these Affiliate Terms, and nothing contained in these Affiliate Terms shall be deemed or construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary, or other similar relationship. You will not make any statement, whether on your site or otherwise, that contradicts or may contract anything in this paragraph.

(c) Assignability. You may not assign Your rights or obligations under these Affiliate Terms to any party, and any attempt to do so will be void and without effect. We are free to assign these Affiliate Terms.

(d) Governing Laws. These Affiliate Terms shall be governed by the substantive laws of British Columbia without reference to its choice or conflicts of law principles that would require the application of the laws of another jurisdiction and shall be considered to have been made and accepted in British Columbia. Any dispute that may arise in connection with these Affiliate Terms shall be resolved in accordance with our Terms of Use.

(e) You may not amend or waive any provision of these Affiliate Terms unless in writing and signed by both of us.

(f) Entire Agreement. These Affiliate Terms represent the entire agreement between GALLERIA TARALLI and You, and shall supersede all prior agreements and communications between us, oral or written.

(g) Headings and Titles. The headings and titles contained in these Affiliate Terms are included for convenience only, and shall not limit or otherwise affect the terms herein.

(h) Severability. If any provision of these Affiliate Terms is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of both of us is effectuated, and the remainder of these Affiliate Terms shall have full force and effect.

At Galleria TARALLI we respect the privacy of the users (“clients” “you” “your”) of our services (“the website”) and we are committed to keeping your personal data secure. This notice (the “Privacy Notice”) explains how Galleria TARALLI (“we” “us” “our” “the Studio”) uses personal data that Galleria TARALLI collects or is provided to Galleria TARALLI.

1. About this Privacy Notice

This Privacy Notice governs and explains the handling and processing of personal data by Galleria TARALLI carrying out our activities.

2. Personal data that we collect and process about you

The nature of our relationship with you will determine the kind of personal data we might ask for from you directly or collect where permitted by law. In some cases, the collection and processing of certain of your personal data is obligatory and failure to collect that information (including where you fail to supply it) may result in us not being able to provide services or products to you. Information we may collect includes:

• Information about you: your name, date of birth, contact details, personal email address, home address, professional information or employment-related information, educational information or background, passport details, or other similar identification numbers and documents, to the extent permitted by law.

• Information if you visit one of our offices: visual images collected via closed circuit television (CCTV).

• Information that is automatically collected: details about your use of Galleria TARALLI websites which may include internet browser history, IP addresses, and access to application forms.

• Information about our contact with you and information we generate internally about our relationship with you:

• Files that we may produce as a record of our relationship with our clients and prospective clients, including, but not limited to, preferences and contact history;

• Any personal data that you provide during telephone and email communications with us which we may monitor and record in order to resolve complaints, improve our service, and in order to comply with our legal and regulatory requirements;

• Commercial information, such as records of the products or services our clients currently use from Galleria TARALLI or have inquired about obtaining from Galleria TARALLI.

• Information that we obtain from other sources with your consent or where permitted by law.

3. Uses of your personal data

We may collect, store, and use your data for purposes related to our activities.

4. Legal Grounds

We may use and/or disclose your personal data in these above-described ways for purposes related to our activities.

5. Disclosure of your information to affiliates and third parties

We may share your personal data amongst the Galleria TARALLI Affiliates for purposes related to our activities. We may also share your personal data outside of Galleria TARALLI as permitted by law.

6. Sale of personal data

The information we provide to third parties is for business purposes related to our activities.

7. International transfers of personal data

Galleria TARALLI is a global business and as a result, we or our external service providers collect and transfer personal data globally and may transfer your personal data to locations outside of your country or jurisdiction, including in particular all countries of the Galleria TARALLI Affiliates. Your personal data also may be processed by individuals operating outside of your country or jurisdiction who work for Galleria TARALLI or for one of our external service providers. Galleria TARALLI shall not be held liable for any loss or damage incurred with such transfer.

8. Security of personal data

As a condition of employment, Galleria TARALLI employees are required to follow all applicable laws and regulations, including in relation to data protection law. However, Galleria TARALLI shall not be held liable for the actions of its employees and the user is not entitled to any claim in connection with the use of its data.

9. Retention of personal data

We hold Personal Data on our systems (or those of our service providers) for the duration needed or permitted in light of the purpose(s) for which it was obtained. The criteria used to determine retention periods include:

The duration of our contractual relationship with our client and the provision of related services;

The legal obligations to which we are subject – laws or regulations may set a minimum period for which we have to keep your personal data.

10. Rights under Relevant Data Protection Law

Where permitted by applicable law and regulation, you have a number of legal rights in relation to the personal data that we hold about you. The rights that may be applicable to you will, to some extent, be determined by the country that you are resident in.

11. Do Not Track Notice

At this time, there is no worldwide uniform or consistent industry standard or definition for responding to processing, or communicating Do Not Track signals. Thus, like many other websites and online services, our Online Services are currently unable to respond to Do Not Track Signals.

12. Questions and contacting us

If you wish to request to delete your data, please do so by contacting us with the Subject line: “Data Delete Request”

We will review your requests and respond accordingly. The rights herein are not absolute, and we reserve all of our rights available to us at law in this regard. Additionally, if we retain your personal information only in de-identified form, we will not attempt to re-identify your data. We will process your request within the time provided by applicable law.

If you make a request related to personal information about you, we will need to verify your identity. To do so, we will request that you match specific pieces of information you have provided us previously, as well as, in some instances, provide a signed declaration under penalty of perjury that you are the consumer whose personal information is the subject of the request. If it is necessary to collect additional information from you, we will use the information only for verification purposes and will delete it as soon as practicable after completing the request. For requests related to particularly sensitive information, we may require additional proof of identification.

13. Updates to this Privacy Notice and Additional Information

This Privacy Notice may be updated periodically to reflect changes in our information practices or as may be required by law. By using this Website you agree with the Terms of our Privacy Notice.

Galleria TARALLI and our third-party partners, such as analytics and content delivery partners, use various technologies to collect information, such as cookies, web beacons, and IP Addresses. This notice explains how we use cookies and other tracking technologies and how you can manage your preference regarding their use.

COOKIES

Cookies are small text files that are placed on your computer or device by websites that you visit. They are widely used in order to make websites work, or work more efficiently, as well as to provide information to the owners of the site. We use cookies for various purposes, which can be captured under the following categories: Necessary, Analytics, and Functional.

NECESSARY COOKIES

Most of our cookies are necessary for the operation of ludovicamazzucato.com or services that you request as an authorized user of ludovicamazzucato.com, such as to securely identify you and remember text you may have entered when you navigate back to a page in the same session. These cookies are necessary for the security and services of ludovicamazzucato.com, and as such, they cannot be disabled without impairing the functionality of ludovicamazzucato.com.

ANALYTICS COOKIES

As is true of most websites, we and our third-party service providers use cookies that collect information about the performance of ludovicamazzucato.com, including how you interact with the website and whether you encountered any errors. These cookies do not gather any personal information and are only used to improve how the website works.

FUNCTIONAL COOKIES

We also use cookies to provide optional features and functionality that you may access on ludovicamazzucato.com. For example, a cookie can help us identify whether you have downloaded software in the past that allows you to access documents so that you won’t have to download it again. We use cookies to customize and personalize ludovicamazzucato.com based on preferences you may have expressed either directly by selecting an option or setting or indirectly by your prior use.

MANAGING COOKIES

Most web browsers automatically accept cookies but, if you prefer, you may take certain steps to control the use of cookies by modifying your browser to reject cookies or to notify you whenever a cookie is sent to your hard drive. You can learn more about cookies and ways to manage them at http://www.allaboutcookies.org/ or http://youronlinechoices.eu. Please be aware that restricting cookies on ludovicamazzucato.com may impact the functionality and performance of the site and may result in access to some services or data being denied.

OTHER TRACKING TECHNOLOGIES USED

WEB BEACONS, LOCAL STORAGE AND SCRIPTS

We and our third-party partners may also employ web beacons or clear gifs (aka web beacons/web bugs), local storage (HTML5 storage), and scripts that help better manage content on ludovicamazzucato.com. Web beacons are tiny, clear graphics that are embedded invisibly on web pages. They are used to understand and monitor the online movements of users so that we may better understand and improve their experiences on ludovicamazzucato.com. In contrast to cookies, which are stored on a user’s computer hard drive, web beacons are not stored on a user’s computer or device. We may tie the information gathered to your personal information. Local storage functions similarly to cookies and can be managed through your browser settings. Scripts are lines of code embedded in the source of the website that do not store any information on your device, but enable certain features on the website to operate.

IP ADDRESSES

In order to use the Internet, every computer on the Internet is assigned, either temporarily or permanently, an Internet Protocol Address (IP Address) by their institution or Internet service provider. When our websites or other internet services are accessed, we collect the IP Address of the accessing system as well as statistics on the date, time, internet protocol, and amount of data transferred. We store this information to ensure our ability properly investigate cyber-attacks and to perform analytics on the use of our internet services.

THIRD-PARTY LINKS

When you click on a link to a third-party website or other third-party resource, the third party may place a cookie from its own site. We do not control the dissemination of these cookies. You should check the relevant third-party website for more information about these cookies.

Like other aggregated information from ludovicamazzucato.com that does not identify individual authorized users, we may analyze and share non-personal information collected through cookies with third parties (such as our business partners and service providers) in marketing materials and in public disclosures.

All content shared by Galleria Taralli is either proprietary to Galleria Taralli or licensed by a third party. While we may not always specify the credits in our communication, you may contact Galleria Taralli to request information about the artist. The use of the content is regulated by our Terms of Service.

By suppliers, service, and digital providers (in this clause, “the provider”), we refer to every company, individual, or other entity that provides a service, material, tool, or platform that Galleria Taralli uses. When interacting with Galleria Taralli or our representatives, the provider must identify themselves with full legal name, employee number, company name, location of service delivery, corporate address, corporate email, telephone number, employee number, and full legal name and corporate email of the department lead. Failure to do so is a breach of confidentiality, security, privacy, and trust and is billed accordingly.

The provider is liable for delivering uninterrupted service (and/or use) and security, including but not limited to zero-error configuration, confidentiality, security, privacy, trust, and customer service. A breach of such terms is subject to our terms and billed accordingly. In addition, the provider is billed 480 EUR per hour for time spent with customer service, and/or resolving the issue, or remediating it.

Should the offending parties be multiple, or anonymous, we reserve the right to name the offending party, and we deem our resolution fair and final, without the need to provide evidence. Our Terms are enforceable without the need to provide proof or records. Other clauses in our Terms may entitle us to further compensation. Regardless of the amounts stated in our Terms, we reserve the right to demand further compensation.