Terms: This Agreement applies to your use of the Services whether or not you register for an Artwell Guide account, and whether you use the Services to browse, search, post, exhibit, or otherwise. You may only use the Services if you can form a binding contract with Artwell Guide and are not legally prohibited from using the Services.
Eligibility: No individual may use the Services if you are under the age of 13. If you represent a business or other entity and you are accepting the terms on their behalf, you must be an authorized representative with authority to bind the entity to this Agreement, in which case the terms “you” and “your” in this Agreement will refer to the entity.
License and Account: Artwell Guide grants you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to use the Services as they are provided to you by Artwell Guide, in the manner in which they were intended to use, as permitted by this Agreement. Some features on the Site will require you to register for an account. You agree to provide accurate and true information in connection with your account and to update your information as necessary. This account is not transferrable. You may not rent, sell or transfer your account to any third party. You are responsible for the protection of your account information, including passwords and agree to promptly notify Artwell Guide if this information has been lost or stolen.
Definitions: For purposes of this Agreement: (1) the term "Content" means a creative expression including but not limited to: photographs, images, illustrations, video, audio, logos, written posts, Venue information, data, text, any of which may be generated, provided, or otherwise made accessible on or through the Services; (2) the term "Subscriber Content" means Content that any approved Venue submits, transfers, or otherwise provides to the Services. Content includes, without limitation, all Subscriber Content.
Your Subscriber Content Rights: Any Venue that submits, transfers, or otherwise provides Content to the Services shall retain ownership and/or other applicable rights in Subscriber Content. Artwell Guide and/or third parties retain ownership and/or other applicable rights in all Content other than Subscriber Content.
Our Proprietary Rights: Your use of the Services does not grant you any ownership over any Content, and except for the limited license and permission to access and use the Services that we grant you under this Agreement, your use of the Services does not grant you any license or permission under any copyright, trademark or other intellectual property rights of Artwell Guide or any third party, whether by implication, estoppel or otherwise. Between you and Artwell Guide, Artwell Guide solely and exclusively owns and retains all rights, title and interest in and to the Services, all Content that we create or make available to you through the Services, and the look and feel, design and organization of the Services, including but not limited to any and all copyrights, trademark rights, trade secret rights, patent rights, moral rights, database rights and other intellectual property and proprietary rights therein. All Content is owned by Artwell Guide or by others who have licensed their Content to us, and is protected by U.S. and international copyright laws, trademark laws and/or other proprietary rights and laws. The Services are also protected as a compilation and/or collective work under U.S. and international copyright laws. The trademarks, service marks, logos and trade names displayed on or in connection with the Services are the registered and unregistered trademarks and service marks of Artwell Guide or third parties in the United States. We reserve all rights not expressly granted to you in this Agreement.
Subscriber Content License: We do not claim any ownership rights in your User Content, and you remain the owner of any intellectual property rights that you have in your User Content. By submitting, posting or providing any User Content on or through the Services, you grant us a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, sub-licensable (through multiple tiers) right and license to use, reproduce, distribute, publish, adapt, modify, translate, create derivative works from, publicly perform and publicly display your User Content, in any media now known or later developed, for the purposes of developing, distributing, promoting and providing the Services. You represent and warrant that you own or otherwise control all of the rights to your User Content, and that the use of your User Content does not violate this Agreement and will not violate any rights of or cause injury to any person or entity.
Use of Content: You may view Content within the Services for your own personal, internal use in connection with your use of the Services, in accordance with the normal functionality and restrictions of the Services. We may also provide interactive features that enable you to post or share certain Content in a way that will be accessible to others, in which case you may use such features to post or share such Content, but only in accordance with the normal functionality and restrictions of such features; and such features do not imply any further permission to use any Content in any other manner. Except as expressly permitted in this Agreement, you agree not to reproduce, distribute, adapt, modify, translate, create derivative works from, publish or otherwise use any Content for any purpose without express prior written permission from Artwell Guide or the applicable rights holder. Any commercial exploitation of any images or other Content without express prior written permission from Artwell Guide or the applicable rights holder is strictly prohibited.
No Endorsement: We do not endorse or make any representations or warranties as to the accuracy, completeness, truthfulness or reliability of any User Content or any advice, ideas or information communicated on or in connection with the Services by any users or other third parties. You agree that any reliance by you on any such advice, ideas or information is solely at your own risk. In addition, you agree that once a Venue has been approved to upload, share User Content as part of the Services, we have no obligation to review or screen any User Content before it is published on the Services, and you acknowledge that by using the Services, you may be exposed to User Content that is inaccurate or misleading or that you otherwise find objectionable. You agree that we will not be liable or responsible for the User Content of any other user.
Right to Monitor or Remove: We reserve the right to remove or refuse to publish any User Content, in whole or in part, if we believe that such User Content may violate this Agreement, not qualify as an approved Venue, comply the law or any third party rights, or for any other reason or no reason, without notice or liability, at any time and in our sole discretion. We also reserve the right, but are not obligated, to monitor or review any User Content or activity on the Services, to investigate alleged or suspected violations of this Agreement or to otherwise administer and operate the Services, at any time and in our sole discretion, and we may disclose any User Content or activity if we believe that disclosure is reasonably necessary to comply with any law, regulation, legal process or government request. You agree that we will not be liable for any use of your User Content by us in accordance with this Agreement.
Some of the Services require payment of fees (the "Paid Services," including without limitation Artwell Guide’s Premium Plan). All fees are stated in United States dollars. You shall pay all applicable fees, as described in the applicable Services on the Site during the Sign Up process, in connection with such Services, and any related taxes or additional charges.
Paid Services are limited licenses for you to use particular for-pay aspects of the Services. Usage of terms like sell, sale, buy, purchase, or similar terms all refer to your acquisition of a license to use Paid Services, and do not represent any transfer of any right, title, or ownership interest of any kind. You may not relicense, resell, transfer, or exchange Paid Services within or outside of the Services. Artwell Guide may, in its sole discretion, modify the functionality of, or eliminate, Paid Services, or the terms and conditions under which Paid Services are provided.
Purchases of Paid Services are final and non-refundable except at Artwell's sole discretion and in accordance with the rules governing Paid Services. Termination of your Account or your rights under this Agreement may result in forfeiture of purchased Paid Services. For example, if your Account is suspended, you forfeit your license to remaining time on your purchased Premium plan. We may change our prices for Paid Services at any time. To the extent applicable, we will provide you reasonable notice of any such pricing changes by posting the new prices on or through the applicable Paid Service and/or by sending you an email notification. If you do not wish to pay the new prices, you may choose not to purchase, or to cancel, the applicable Paid Service prior to the change going into effect.
The Site may be used only for lawful purposes by individuals using authorized services of Artwell Guide. You are responsible for your own User Content, including the upload, transmission and posting of information on or through the Site. You agree that you will not do any of the following:
At our discretion and timing, the Services may provide links and features that enable you to access other websites or services that are not owned or controlled by us, and other websites or services may provide links to the Services. Such links and features are for your convenience only and do not constitute or imply any endorsement or warranty by us with respect to any such websites or services or any information, materials, goods or services on or available from any such websites or services. You agree that your use of any such websites or services is solely at your own risk. You agree that we will not be liable or responsible, directly or indirectly, for: (i) the availability of any such websites or services; or (ii) any loss or damage caused or alleged to be caused by or in connection with the use of or reliance on any information, materials, goods or services on or available from any such websites or services.
ARTWELL GUIDE MAKES NO WARRANTIES THAT THE SITE WILL MEET USERS’ EXPECTATIONS OR REQUIREMENTS. WHILE WE TRY TO KEEP THE SERVICES UP AND RUNNING AND FUNCTIONING PROPERLY, YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES AND ALL CONTENT ARE PROVIDED TO YOU “AS IS” AND "AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, ANY WARRANTIES AS TO ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY, AND ANY WARRANTIES THAT THE SERVICES OR ANY CONTENT WILL MEET YOUR REQUIREMENTS OR BE ERROR-FREE, AVAILABLE, UNINTERRUPTED, SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, ALL OF WHICH WE EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. IF THE USE OF THE SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE WILL NOT BE RESPONSIBLE FOR THOSE COSTS OR LOSSES. EXCEPT AS OTHERWISE PROVIDED IN A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND ARTWELL GUIDE, NO ADVICE OR INFORMATION THAT YOU OBTAIN FROM US OR ANY OTHER PERSON OR ENTITY, WHETHER ORALLY, IN WRITING, ON THE SERVICES OR ELSEWHERE, WILL CREATE ANY WARRANTY BY ARTWELL GUIDE NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU.
Please note that despite the rules and guidelines in this Agreement, it is possible that others might access or use the Services in ways that are deceptive, fraudulent, defamatory, harmful, unlawful, offensive or otherwise objectionable. We make no representations or warranties whatsoever with regard to the conduct of any users or other third parties on or in connection with the Services, whether online or offline, whether in connection with any transaction, User Content or otherwise. We also make no representations or warranties whatsoever, express or implied, with regard to any property offered or sold by any third party on or in connection with the Services, its quality, merchantability, fitness for a particular purpose, legal title or otherwise. All users are solely responsible for their own communications, dealings and interactions with other users or any other third parties on or in connection with the Services.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE ARTWELL GUIDE AND OUR OFFICERS, OWNERS, DIRECTORS, CONSULTANTS, AGENTS AND EMPLOYEES FROM ANY CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, ARISING OUT OF OR IN CONNECTION WITH ANY OF THE FOLLOWING: (i) ANY CLAIM OR DISPUTE BETWEEN YOU AND ANY OTHER USER OR USERS; (ii) ANY USER CONTENT OF ANY OTHER USER; (iii) ANY PROPERTY OFFERED AND/OR SOLD BY ANY THIRD PARTY ON OR IN CONNECTION WITH THE SERVICES; AND/OR (iv) ANY UNAUTHORIZED THIRD PARTY ACCESS TO OR USE OF THE SERVICES, YOUR ACCOUNT AND/OR YOUR USER CONTENT. YOU EXPRESSLY WAIVE ANY BENEFITS OR PROTECTIONS, WHETHER STATUTORY OR OTHERWISE, THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.
UNDER NO CIRCUMSTANCES WILL ARTWELL GUIDE OR ANY OF OUR OFFICERS, OWNERS, DIRECTORS, CONSULTANTS, AGENTS OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH: (i) THE USE OF OR INABILITY TO USE THE SERVICES: (ii) ANY CONDUCT OF ANY THIRD PARTY ON OR USING THE SERVICES; AND/OR (iii) ANY CONTENT, GOODS OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES. IN NO EVENT WILL THE TOTAL LIABILITY OF ARTWELL GUIDE AND OUR OFFICERS, OWNERS, DIRECTORS, CONSULTANTS, AGENTS AND EMPLOYEES FOR ANY CLAIM RELATED TO THE SERVICES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE TOTAL AMOUNT YOU PAID ARTWELL GUIDE, IF ANY, DURING THE THREE (3) MONTHS BEFORE THE ACT OR OMISSION GIVING RISE TO THE CLAIM.
THE LIMITATIONS IN THIS SECTION APPLY TO ALL CLAIMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A REMEDY SET FORTH IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO SOME OF THE EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU.
You agree to indemnify, defend and hold Artwell Guide and our officers, directors, agents and employees harmless from and against any action or claim asserted by any third party arising out of or related to your breach of this Agreement, your User Content, any misrepresentation made by you, or your violation of any applicable law or any third party right, including any damages, losses, liabilities and expenses (including reasonable attorneys’ fees) arising out of any such action or claim. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate with us in asserting any available defenses. This indemnification and defense obligation will survive this Agreement and your use of the Services.
This Agreement and the rights and obligations of you and Artwell Guide under this Agreement will be governed by and construed and enforced in accordance with the laws of the State of New York, U.S.A., excluding any conflicts of laws principles. You agree that any claim or dispute arising out of or related to this Agreement or the Services must be resolved exclusively in a state or federal court in New York County, New York, U.S.A. You agree to submit to the personal and exclusive jurisdiction of such courts for the purpose of litigating all such claims or disputes, and you expressly waive any objection as to inconvenient forum. To ensure that disputes are dealt with soon after they arise, you agree that regardless of any statute or law to the contrary, any claim or cause of action that you have against Artwell Guide arising out of or related to this Agreement or the Services must be filed within the applicable statute of limitations, or, if earlier, one (1) year after such claim or cause of action arose, or else such claim or cause of action will be permanently barred. The United Nations Convention on Contracts for the International Sale of Goods will not in any way apply to this Agreement or your use of the Services.
Artwell Guide is based in the United States and we make no representations or warranties that the Services will be appropriate or available for use outside of the United States. If you are located outside of the United States, you agree that your use of the Services will comply at all times with all applicable local, state and national laws, rules and regulations of the jurisdiction in which you are using the Services.
We reserve the right to change, update, add, remove or discontinue any aspect or element of the Services, including but not limited to the appearance, design or functionality of the Services (or any part of the Services), in whole or in part, temporarily or permanently, with or without notice, at any time and in our sole discretion. You agree that we will not be liable to you or any third party for any changes to the Services.
We reserve the right to change this Agreement from time to time in our sole discretion, including the right to change, modify, add or remove any part of this Agreement. You agree that we may notify you of any changes to this Agreement by posting the updated Agreement on the Services, and each user should review this Agreement periodically to be informed of any changes. Any changes to this Agreement will be effective when posted on the Services or at such later date as may be specified in the updated Agreement. By continuing to use the Services after any changes to this Agreement become effective, you agree to be bound by such changes. Changes to this Agreement will not apply to claims or disputes that arose before the changes became effective, all of which will remain subject to the terms and conditions in effect at the time that such claims or disputes arose.
You may discontinue your use of the Services at any time. If you terminate your use of the Services and still have Paid Services in effect, no refunds will be made (see Paid Services for additional information). Furthermore, you agree that we may terminate this Agreement, or limit, terminate or suspend your access to or use of any or all of the Services, or reclaim any username, at any time and in our sole discretion, without notice or liability, for any reason or no reason, including but not limited to if you breach this Agreement. After any termination of this Agreement and/or after you otherwise stop using the Services, the following will survive and remain in full force and effect and enforceable: (i) all outstanding obligations between you and us, including any payment obligations; (ii) all remedies for breach of this Agreement; and (iii) the following sections of this Agreement: Content and Ownership; User Content; Other Websites and Services; Disclaimer of Warranties; Release; Limitation of Liability; Indemnity; Law and Jurisdiction; Termination; Entire Agreement; General.
Our delay or failure to exercise or enforce any right or provision of this Agreement will not be deemed a waiver of any such right or provision or any other right or provision of this Agreement. None of our rights or remedies under this Agreement may be waived unless the waiver is in writing and signed by our duly authorized representative. This Agreement will be binding on your successors and assigns, but you may not assign, transfer or sub-license any of your rights or obligations under this Agreement without our express prior written consent. This Agreement and all rights granted to us under this Agreement will inure to the benefit of and are intended to be enforceable by our successors and assigns. There are no third party beneficiaries to this Agreement except as expressly otherwise provided in this Agreement. No agency, partnership, joint venture, employment or franchise relationship is created or intended by this Agreement or your use of the Services. This Agreement was written in English, and to the extent that any translated version of this Agreement conflicts with the English version, the English version will control. The paragraph and section titles in this Agreement are for convenience only and have no legal or contractual effect.
Artwell Guide has adopted the following policy toward copyright infringement on the Services in accordance with the Digital Millenium Copyright Act (“DMCA”). The address of the Designated Agent for copyright takedown notices (“Designated Agent”) is listed below. We reserve the right to remove or disable access to any User Content on the Services claimed to be infringing at any time and in our sole discretion. In appropriate circumstances, we will also terminate a user's account if the user is determined to be a repeat infringer.
Reporting a Claim. If you believe that User Content on the Services has been used in a way that constitutes copyright infringement, please send a written notice to our Copyright Agent containing all of the following information:
Please also note that the information provided in a notice of copyright infringement may be forwarded to the Subscriber (Venue) who posted the allegedly infringing content. After removing material pursuant to a valid DMCA notice, Artwell Guide will immediately notify the Venue responsible for the allegedly infringing material that it has removed or disabled access to the material. We will terminate, under appropriate circumstances, any Accounts of Subscriber Venues who are repeat copyright infringers, and reserve the right, in our sole discretion, to terminate any Subscriber for actual or apparent copyright infringement.
Counter-Notices. If you are the provider of Content that was removed (or to which access was disabled) and you believe that such Content is not infringing or that the use of such Content is authorized by the copyright owner, the copyright owner’s agent or the law, you may send a written counter-notice to our Copyright Agent containing all of the following information:
Next Steps. Upon receipt of a valid counter-notification, Artwell Guide will forward it to Notifying Party who submitted the original DMCA notification. The original Notifying Party (or the copyright holder he or she represents) will then have ten (10) days to notify us that he or she has filed legal action relating to the allegedly infringing material. If Artwell Guide does not receive any such notification within ten (10) days, we may restore the material to the Services.
22 N 6th Street
Brooklyn, NY 11249
Attn: Copyright Agent
When you use the Services or send us email, you are communicating with us electronically. You consent to receive communications from us electronically, and you agree that we may communicate with you by email or by posting notices on the Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that we are not responsible for any automatic filtering that you or your network service provider may apply to any email notices that we send to the email address you have provided.