Terms and Conditions
June 6th, 2012
MutualArt.com (trading as Art Trading Limited) ("MutualArt.com" or "We" or "Us") is comprised of a website ("Website" or "Site") providing an online art resource that allows users to access and share information related to art as well as services offered from the Site. The services offered by MutualArt.com include the content accessible by means of the Site, including related newsletters, publications, offerings, and any other features or content offered from time to time by MutualArt.com in connection with the MutualArt Website (collectively, the "MutualArt Services" or "Services", and which may include "Premium Services" as defined herein).
MutualArt.com may modify this Agreement from time to time and such modification shall be effective upon posting by MutualArt.com to the MutualArt Website. You agree to be bound to any changes to this Agreement when you use the MutualArt Services after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are up to date regarding changes.
Please be careful with the information that you post on the site or provide to other Users. MutualArt.com reserves the right, in its sole discretion, to reject, refuse to post or remove any posting by you, or to restrict, suspend, or terminate your access to all or any part of the MutualArt Services at any time, for any or no reason, with or without prior notice, and without liability.
- Eligibility. Use of and Membership in the MutualArt Services is void where prohibited. By using the MutualArt Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are of legal age or older or otherwise have the ability to form a binding contract; (d) you are not a resident of the British Virgin Islands ("BVI"); and (e) your use of the MutualArt Services does not violate any applicable law or regulation or any obligation you may have to a third party.
- Term. This Agreement shall remain in full force and effect while you use the MutualArt Services or are a Member. You may terminate your Membership at any time, for any reason, by following the instructions on the website. MutualArt.com may suspend or terminate your Membership at any time, without warning. Even after Membership is terminated, this Agreement will remain in effect, including sections 5-17.
- Fees. Not all sections of the Site or Services are free of charge. Should you decide to purchase a service or services from MutualArt.com you will be asked to pay your fees in full and in advance, at rate as may be amended from time to time by MutualArt as a condition for obtaining and retaining your membership and/or services privileges, or alternatively provide Us with a valid registration coupon or other duly authorized privilege. You are responsible for and agree to reimburse us for all reversals, charge-backs, claims, fees, fines, penalties and other liability incurred by us (including costs and related expenses) that were caused by or arising out of payments that you authorized or accepted.
- Password. If you sign up to become a Member you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another User at any time or to disclose your password to any third party. You agree to notify MutualArt.com immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.
- Premium Services.
- Fees, Payments: By subscribing for any of the following services: Premium Membership, Artists' Channel or Art Appraisal ("Premium Services"), you agree to pay the fees indicated, in exchange for the services offered. Applicable fees will be invoiced starting from the day your applicable Premium Service is rendered and in advance of using any of the services. MutualArt reserves the right to change the payment terms and fees upon fifteen (15) days written notice. Notice can include posting such notice on the MutualArt.com website. Premium Services can be cancelled by you with thirty days written notice to MutualArt and such cancellation will be subject to MutualArt's Refund Policy which can be found here.
- MutualArt does not endorse and is not responsible for the opinions of any Third Party offering services under the any of the Premium Services. Further, you understand and agree that MutualArt does not recommend, endorse, authenticate, or warrant any product, offer, service, opinion, suggestion, recommendation, proposal, or the like offered by any such third party.
- Sale of Artworks.. The general terms of this Agreement shall also apply to the sale of artworks, or any kind ("Artworks") by Art Trading Limited ("MutualArt"), in addition to the following terms and conditions:
- MutualArt makes no representation or warranty of any kind whatsoever express or implied, in connection with the Artwork, including its advertised price. All Artwork sales and their terms are final and cannot be cancelled for any reason. You are responsible for and agree to reimburse us for all reversals, charge-backs, claims, fees, fines, penalties and other liability incurred by us (including costs and related expenses) that were caused by or arising out of payments that you authorized or accepted.
- MutualArt and its officers, directors, employees, shareholders or agents exclude all liability (whether in contract, tort or otherwise), to the fullest extent permitted by applicable law, for any loss or damage that may result to you or a third party in connection with the Artwork.
- As soon as the purchase price of the Artwork is paid and cleared in full, you will become the legal owner of the Artwork and, upon such payment, you will be responsible for the Artwork and the risk of damage to or loss of the Artworks will pass to you. Shipment of the Artwork will be made by the respective holder of the Artwork and not by MutualArt.
- Copyright in the Artwork remains the property of the artist who created it ("Artist") or its assignees. You may not produce any image of the Artwork and may not, at any time, publish or submit for publication or reproduction any image of the Artwork to any third party, including any internet website for any purpose. MutualArt may, and the artist may, apply to the court for an order to prevent you from continuing to breach your obligations under this Agreement and specifically under this article 6.
- MutualArt reserves the right to cancel any order for the purchase of Artwork placed via the Website if MutualArt determines, in its sole discretion that the item is mispriced, out of stock, discontinued, or otherwise unavailable at the price listed via the Website. If MutualArt cancels an order placed via the Website, MutualArt will send you an email confirmation of such cancellation and you will not be charged for your order.
- Non-Commercial Use by Members. The MutualArt Site and Services are for the personal use of Members only and may not be used in connection with any commercial endeavors. You may print up to one (1) copy of the Content posted on the MutualArt Website only for your personal use and not for distribution of any sort, including printing and/or copying, or any other commercial use whatsoever. Illegal and/or unauthorized use of the MutualArt Services, including collecting usernames and/or email addresses of Users, crawling for Content either manually or automatically by electronic or other means for the purpose of sending unsolicited email, or for any other reason, or unauthorized framing of or linking to the MutualArt Website or use of its content is prohibited. Posting of commercial advertisements, links, and other forms of solicitation may be removed without notice and may result in termination of Membership privileges. Appropriate legal action will be taken for any illegal or unauthorized use of the MutualArt Services.
- Proprietary Rights in Content on MutualArt.com;
- The Site contains content ("MutualArt.com Content"). MutualArt.com Content is protected by copyright, trademark, patent, trade secret and other laws, and MutualArt.com owns and retains all rights in the MutualArt.com Content and the MutualArt Services. In addition, the MutualArt Services may also contain Content of The H.W. Wilson Company ("Wilson Content"), which is protected by copyright, trademark, patent, trade secret and other laws, and The H.W. Wilson Company owns and retains all rights in such Content. Subject to the limitations set forth in Section 5 above, MutualArt.com hereby grants you a limited, revocable, nonsublicenseable license to display and print the MutualArt.com Content and the Wilson Content (in both cases, excluding any software code) solely for your personal use in connection with viewing the MutualArt Website and using the MutualArt Services.
- The Site may also contain Content of Users and other MutualArt.com affiliates, partners, and licensed content providers, including galleries, museums, auction houses and other art-related entities. Except for Content posted by you, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the MutualArt Services. Content that is offered by those other than MutualArt.com, is not necessarily owned and/or licensed by the Site.
- "MutualArt", "MutualArt.com" and other MutualArt trademarks, service marks, logos, product and service names are trademarks of MutualArt Holding Inc. (collectively, "Marks"). Without the prior written permission of MutualArt Holding Inc. you agree not to display or use the Marks in any manner.
- By posting any content on the Site, you agree to grant Us a non-exclusive, irrevocable, unlimited, world-wide, royalty free license to display, publish, use, reproduce, reformat, compile, archive, distribute, and transmit such content in the site and in any other form of media, whether now known or hereinafter devised.
- criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
- any automated use of the system.
- interfering with, disrupting, or creating an undue burden on the MutualArt Services or the networks or services connected to the MutualArt Services;
- attempting to or impersonating another User or person or in any way altering your identity;
- using the account, username, or password of another User at any time or disclosing your password to any third party or permitting any third party to access your account;
- selling or otherwise transferring your membership;
- using any information obtained from the MutualArt Services in order to harass, abuse, or harm another person;
- using the MutualArt Services in a manner inconsistent with any and all applicable laws and regulations.
- Posting Content that is, or may reasonably be considered to be, defamatory, hateful, racially or religiously biased or offensive (including the use of swear words), unlawfully threatening or unlawfully harassing to any individual, partnership or corporation.
- Copyright Policy. No User may post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. Without limiting the foregoing, if you believe that your work has been copied and posted on the MutualArt Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the MutualArt Services; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. MutualArt.com's Copyright Agent for notice of claims of copyright infringement can be reached at: firstname.lastname@example.org
- Member Disputes. You are solely responsible for your interactions with other MutualArt.com Users. MutualArt.com reserves the right, but has no obligation, to monitor disputes between you and other Users.
- Disclaimers. MutualArt.com is not responsible for any incorrect or inaccurate Content posted on the MutualArt Website or in connection with the MutualArt Services or Premium Services, whether caused by Users of the MutualArt Services or by any of the equipment or programming associated with or utilized in the MutualArt Services or any Third Parties. Content posted on the MutualArt Website is subject to change from time to time at MutualArt's sole discretion. Content created and/or posted by Users, or MutualArt partners, including museums, auction houses and galleries, on the MutualArt Website may contain links to other websites or Content posted by third parties. MutualArt.com is not responsible for the Content or Services, accuracy or opinions expressed on such websites or by such Third Parties, and such websites are in no way investigated, monitored or checked for accuracy or completeness by MutualArt.com. Inclusion of any linked website on the MutualArt Services does not imply approval or endorsement of the linked website by MutualArt.com. Accessing these third-party sites is at your own risk. MutualArt.com takes no responsibility for third party advertisements which are posted on this MutualArt Website or through the MutualArt Services, nor does it take any responsibility for the goods or services provided by its advertisers, whether or not MutualArt.com facilitated the initial contact between you and the service provider. MutualArt.com is not responsible for the conduct, whether online or offline, of any User of the MutualArt Services. MutualArt.com assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User communication or the Site, including without limitation any down-time. MutualArt.com is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email due to technical problems or traffic congestion on the Internet or on any of the MutualArt Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the MutualArt Services. Under no circumstances shall MutualArt.com be responsible for any loss or damage, including personal injury or death, resulting from use of the MutualArt Services, from any Content posted on or through the MutualArt Services, or from the conduct of any Users of the MutualArt Services, whether online or offline. The MutualArt Services are provided "AS-IS" and as available and MutualArt.com expressly disclaims any warranty of fitness for a particular purpose or non-infringement. MutualArt.com cannot guarantee and does not promise any specific results from use of the MutualArt Services or Premium Services.
- Limitation on Liability. IN NO EVENT SHALL MUTUALART.COM BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF MUTUALART.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, MUTUALART.COM'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO MUTUALART.COM FOR THE MUTUALART SERVICES DURING THE TERM OF MEMBERSHIP.
- Residents Locality. MutualArt.com does not warrant or represent that any content or Services on the Site are appropriate for use in your current location. Those who choose to access the Site or Services from their current location do so at their own risk, and are responsible for compliance with local laws where applicable.
- Disputes. If there is any dispute about or involving the MutualArt Services, you agree that the dispute shall be governed by the laws of the BVI without regard to conflict of law provisions and you agree that all claims relating to the MutualArt Services be adjudicated exclusively in the applicable courts located in the BVI, provided that the foregoing shall not prevent MutualArt.com from seeking injunctive or equitable relief in any court of competent jurisdiction.
- Indemnity. You agree to indemnify and hold MutualArt.com, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due arising out of or relating to your use of the MutualArt Services, your breach of this Agreement, any breach of your representations and warranties set forth above or if any Content that you post on the MutualArt Website or through the MutualArt Services or your use of the MutualArt Services causes MutualArt.com to be liable to or subject to a claim by another. Any User that is found liable for any content posted on the Site, or in relation to the Site or Services, will be subject to this clause.
- Other. This Agreement is accepted upon your use of the MutualArt Website or any of the MutualArt Services and is further affirmed by you becoming a Member, as applicable. This Agreement constitutes the entire agreement between you and MutualArt.com regarding the use of the MutualArt Services. The failure of MutualArt.com to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. MutualArt is a trademark of MutualArt Holdings Inc. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and shall be replaced by an enforceable provision most nearly approximating the intent of the original provision and does not affect the validity and enforceability of any remaining provisions.
The following is a partial list of the kind of activity that is illegal or prohibited on the MutualArt Website and through your use of the MutualArt Services. MutualArt.com reserves the right to investigate and take appropriate legal action against anyone who, in MutualArt.com's sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:
Please contact us at: email@example.com with any questions regarding this Agreement