THE FOLLOWING TERMS AND CONDITIONS CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND ART + COMMERCE. By using this web site ("Site") and/or downloading any content or activating your account, you agree to be bound by and comply with this Site Usage Agreement ("Agreement"). If you do not wish to be bound by this Agreement, do not use this Site.
THIS AGREEMENT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS OF LIABILITY AND EXCLUSIONS, YOUR INDEMNIFICATION OBLIGATION AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.
This Agreement applies to you, and if you are using this Site on your employer's behalf, to you and your employer. Art + Commerce reserves the right to change this Agreement from time to time at its sole discretion, and your use of the Site will be subject to the most current version posted on the Site at the time of your use. If you are acting within the scope of your employment as an employee, contractor, or agent of another party, you warrant that such party has full knowledge of your actions and has consented thereto.
This Agreement is in addition to your obligations under the applicable Art + Commerce PhotoVogue Client License Agreement (if any). In the event of any conflict between this Agreement and the Art + Commerce PhotoVogue Client License Agreement, the Art + Commerce PhotoVogue Client License Agreement will control as to the conflicting terms. If you are unsure of your rights or obligations under this Agreement, please contact us by email at email@example.com.
Permitted Use of this Site
This Site is owned and operated by Art + Commerce. All images, audio, video and related informational materials in any medium furnished by Art + Commerce hereunder, including related text, captions, or information (collectively referred to as "Content"), is owned by Art + Commerce or our contributors and is protected by US and international copyright laws, trade dress, moral rights, and other intellectual property rights. Except as explicitly permitted under this Agreement or the applicable Art + Commerce PhotoVogue Client License Agreement (if any), no portion or element of this Site or its Content may be copied or retransmitted via any means and all related rights shall remain the exclusive property of Art + Commerce or the applicable contributor.
FOR THE PROTECTION OF ART + COMMERCE AND ITS IMAGE SOURCES AND OTHER LICENSORS, CONTENT MAY BE VISIBLY, INVISIBLY, OR ELECTRONICALLY WATERMARKED AND MAY INCLUDE THE USE OF DIGITAL RIGHTS MANAGEMENT SYSTEM TECHNOLOGY WITHIN CONTENT. SUCH TECHNOLOGY MAY PERMIT ONLINE CRAWLING OR TRACKING OF CONTENT OBTAINED FROM ART + COMMERCE AND/OR OTHER METHODS OF PROTECTING, MONITORING, OR TRACKING THE UNAUTHORIZED USE OF THE CONTENT ("RIGHTS MANAGEMENT SYSTEMS (RMS))". If you do not consent to Art + Commerce's use of RMS, do not use the Site or any Content found therein. You shall not knowingly disable any such technology or tool. You may not remove any copyright or other proprietary notices contained in the Content, caption information, or any other material on this Site. Additionally, unless authorized by Art + Commerce in writing, you may not:
Your use of this Site and any Content shall comply with all applicable law. Art + Commerce reserves the right, in its sole discretion, to revoke your authorization to view, download and use the Content and information available on the Site at any time and for any reason, with or without notice to you of such revocation, and you agree to immediately discontinue such use upon notice from Art + Commerce. Art + Commerce may also restrict or remove Content from the Site for any reason, and you agree to immediately discontinue all use of the Content upon notification from Art + Commerce. Additionally, you are responsible for backing up your data and any Content you have licensed from the Site, and Art + Commerce provides no warranty or guarantee that Content you have licensed will be available from the Site.
Unauthorized use of Content constitutes infringement of copyright and other applicable rights and shall entitle Art + Commerce to exercise all rights and remedies under applicable copyright and other laws, including monetary damages against all users and beneficiaries of the use of such Content. Art + Commerce in its sole discretion reserves the right to bill You (and You hereby agree to pay) ten (10) times the license fee for any unauthorized use, in addition to any other fees, damages and penalties Art + Commerce may be entitled to under this Agreement, any applicable Art + Commerce PhotoVogue Client License Agreement and applicable law. The foregoing is not a limiting statement of Art + Commerce's or its Content sources' rights or remedies in connection with any unauthorized use of the Content, breach of the Agreement, or Art + Commerce PhotoVogue Client License Agreement.
Despite our efforts to provide accurate information, this Site may contain technical or other mistakes, inaccuracies or typographical errors. Additionally, this Site and its Content may include historically and culturally important images and text that may contain subjects that reflect the social attitudes and circumstances of a particular time or location. You should be aware that your search may display results containing content that may seem inappropriate to its context, or text that could be potentially offensive. You are solely responsible for determining whether your use of any Content requires the consent of any third party or the license of any additional rights, and you should not rely solely on the information provided by Art + Commerce. If you are unsure whether additional third-party rights are needed for your use, you are responsible for consulting with competent rights management professionals or legal counsel.
Registering for an Art + Commerce PhotoVogue Account
In applying for an Art + Commerce PhotoVogue account, you agree to furnish true and accurate information. Art + Commerce reserves sole discretion over whether to grant you an account. You are responsible for maintaining the confidentiality of your account, if applicable, and you shall not distribute this access information or allow others to use this access information to gain access to this Site. You agree to take reasonable steps to prevent others from obtaining your access information and to notify Art + Commerce of any unauthorized access or need to update or remove access for any of your employees or agents. You shall be liable for payment for all Content downloaded by others using your account, with or without your permission or knowledge prior to the time that you notify Art + Commerce of any unauthorized use. You acknowledge and agree that you are responsible for damages and repercussions resulting from all uses of your account, whether actually or expressly authorized by you. You further acknowledge and agree that you will be responsible for each and every access, use or enjoyment of the Content that occurs in conjunction with the account and password given to you by Art + Commerce, and that Art + Commerce is authorized to accept the account information and password as conclusive evidence that you have accessed, utilized, or otherwise enjoyed the Content.
If you suspect you are being impersonated, contact us immediately. Art + Commerce reserves the right to disclose any information, including registration data, in order to comply with any applicable laws and/or government requests for the protection of Art + Commerce and its members.
Art + Commerce cannot and will not be liable for any loss or damage arising from your failure to follow these obligations.
Minors and children (persons under the age of 18) are not eligible to use this Site unsupervised and we ask that minors and children do not register for an account or submit any personal information to us. By using this Site unsupervised, and/or registering for an account, you warrant that you are 18 years of age or older.
Logos and Trademarks
You may not use the trademarks or service marks of Art + Commerce or Vogue Italia without Art + Commerce's or Vogue Italia's prior written consent.
You agree to indemnify and hold harmless Art + Commerce and its Content sources, officers, directors, employees, contractors, subsidiaries, joint ventures, licensors and licensees against all claims (including, without limitation, claims by third parties), liability, damages (including punitive damages), judgments, settlements, costs and expenses, including reasonable legal fees and expenses, arising out of or related to (i) Your breach of any terms, conditions or restrictions of this Agreement, (ii) Your use or modification of any Content, or combination of any Content, with any text or other content, (iii) Your failure to obtain from third parties all permissions necessary to use the Content, and (iv) any act or failure to act by you or any of your employees, contractors, employers, agents, clients, principals, or users.
Disclaimers and Limitation of Liability
ART + COMMERCE PROVIDES YOU WITH THE SITE AND CONTENT ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. YOU UNDERSTAND AND AGREE THAT THE USE OF THE CONTENT IS AT YOUR SOLE RISK.
ART + COMMERCE MAKES NO REPRESENTATIONS WITH RESPECT TO ANY CONTENT, INCLUDING PRODUCTS, SERVICES AND SOFTWARE AND, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS OF ANY KIND, EXPRESS AND IMPLIED, REGARDING THE CONTENT (INCLUDING PRODUCTS, SERVICES AND SOFTWARE), INCLUDING WITHOUT LIMITATION, ALL REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS REGARDING ACCURACY, TIMELINESS, COMPLETENESS, CURRENTNESS, AVAILABILITY, EFFECTIVENESS, NON-INFRINGEMENT, SECURITY, PRIVACY, TITLE, USEFULNESS, SUITABILITY, QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. FURTHER, ART + COMMERCE MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT (INCLUDING PRODUCTS, SERVICES AND SOFTWARE) WILL BE SATISFACTORY TO YOUR NEEDS, MEET YOUR EXPECTATIONS, OR BE UNINTERRUPTED, TIMELY, ACCURATE, SECURE OR FREE FROM ERRORS.
EXCEPT FOR ANY LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED, NEITHER ART + COMMERCE NOR ANY SUBSIDIARY, SUCCESSOR, PREDECESSOR, PARENT, JOINT VENTURE, AFFILIATE, OFFICER, DIRECTOR, EMPLOYEE, CONTRACTOR, CONTENT SOURCE, LICENSOR OR LICENSEE SHALL BE LIABLE TO YOU OR ANY OTHER THIRD PARTY CLAIMING THROUGH YOU FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, STATUTORY OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR RELATING TO, THIS AGREEMENT, CONTENT OR THIS SITE, AND YOUR RIGHTS UNDER ANY PROVISION OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE CONTENT OR THIS SITE, WHETHER FRAMED AS A BREACH OF WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, IN TORT, CONTRACT, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE.
ART + COMMERCE, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS, OR THEIR RESPECTIVE DIRECTORS OR EMPLOYEES, SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGE OR LOSS OF ANY KIND ARISING OUT OF OR RELATING TO THE USE OF, OR THE INABILITY TO USE, THE SITE OR ANY CONTENT (INCLUDING PRODUCTS, SERVICES AND SOFTWARE) PROVIDED THEREIN, OR ARISING OUT OF OR RELATING TO THE USE OF ANY SITE LINKED HERETO AND/OR EVENTS BEYOND THE REASONABLE CONTROL OF ART + COMMERCE, INCLUDING VIRUSES, FAILED OR UNDELIVERED MESSAGES, THE CORRUPTION OF DATA, TRANSMISSION ERRORS, INTERNET SERVICE PROVIDERS, LINKS TO AND THIRD PARTY SITES AND THIRD PARTY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS, LOST OPPORTUNITIES, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, AGGRAVATED, ECONOMIC OR CONSEQUENTIAL DAMAGE, EVEN IF ART + COMMERCE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS OR OF A CLAIM BY ANOTHER PARTY.
ALTHOUGH ART + COMMERCE TAKES PRECAUTIONS TO PROTECT PERSONAL AND CONFIDENTIAL INFORMATION, THERE IS NO GUARANTEE, AND ART + COMMERCE MAKES NO REPRESENTATION OR WARRANTY, THAT PERSONAL AND CONFIDENTIAL INFORMATION TRANSMITTED TO OR FROM OR STORED ON THE SITE, OR TRANSMITTED OVER THE INTERNET GENERALLY, WILL BE MAINTAINED CONFIDENTIAL AND SECURE. ART + COMMERCE ASSUMES NO LIABILITY OR RESPONSIBILITY PERTAINING TO THE RECEIPT, STORAGE, TRANSMISSION OR OTHER USE OF PERSONAL OR CONFIDENTIAL INFORMATION PROVIDED BY YOU TO ART + COMMERCE, UNLESS OTHERWISE PROVIDED IN A WRITTEN AGREEMENT BETWEEN YOU AND ART + COMMERCE.
ART + COMMERCE, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS, AND THEIR RESPECTIVE DIRECTORS AND EMPLOYEES CUMULATIVE TOTAL LIABILITY FOR ANY DAMAGE OR LOSS THAT YOU MAY SUFFER FROM ANY CAUSE WHATSOEVER (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, TORT, NEGLIGENCE, GROSS NEGLIGENCE, OR OTHERWISE) SHALL BE LIMITED TO THE AMOUNT, IF ANY, PAID BY YOU TO ART + COMMERCE IMMEDIATELY PRECEDING THE TIME THAT THE DAMAGES OR LOSS FIRST OCCURRED. YOU ACKNOWLEDGE THAT ART + COMMERCE'S PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED IN THIS AGREEMENT. IN NO EVENT WILL ART + COMMERCE'S TOTAL MAXIMUM AGGREGATE LIABILITY FOR ANY CLAIMS ARISING FROM USE OF THE SITE EXCEED $200.00.
Third Party Links
As a convenience, our Site may link to other sites that may be of interest to you but are not under Art + Commerce's control. These links do not imply endorsement by Art + Commerce and we are not responsible for the availability of or the content contained in any linked site.
Notification of Copyright Infringement
Art + Commerce may terminate the accounts of users who infringe the intellectual property rights of others. If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on the Site, send Art + Commerce's Image Archive a notice containing: (i) a physical or electronic signature of the copyright owner or person authorized to act on behalf of the copyright owner; (ii) a description of the copyrighted work or works that you claim have been infringed and identification of what material in such work(s) is claimed to be infringing; (iii) a description of where the material that you claim is infringing is located on the Site; (iv) information sufficient to permit Art + Commerce to contact you, such as your physical address, phone number, and email address; (v) a statement that you have a good faith belief that the use of the material you identified is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.
Choice of Law / Jurisdiction / Attorneys' Fees
Any dispute regarding this Agreement shall be governed by the laws of the State of New York and applicable U.S. Federal law, including Title 17 of the U.S. Code, as amended. The parties agree to accept the exclusive jurisdiction of the state and federal courts located in New York, USA, regardless of conflicts of laws. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed. The parties hereto confirm that it is their wish that this Agreement, as well as any other documents relating hereto, including notices, has been and shall be written in the English language
In any dispute between Art + Commerce and you, Art + Commerce shall be entitled to recover its reasonable attorneys' fees, legal expert fees, and other legal expenses from you.
You acknowledge and agree that inherent in the procurement, compiling, collecting, interpreting, reporting, communicating, delivering and inputting digitally of the Content, there will be a degree of error which cannot be avoided even with standards of quality control which exceed industry standards. You further acknowledge that Third Party Content and User Content are provided by third parties and that Art + Commerce cannot control such Content.
The following constitute violations of this Agreement and may result in immediate termination or suspension of your account:
You agree that you will not attempt to enter restricted areas of Art + Commerce's computer system or perform functions that you are not authorized to perform pursuant to this Agreement. Art + Commerce may, without notice, temporarily or permanently suspend your access to the Site and the Content by deactivating your account or password if Art + Commerce reasonably suspects that you are using the account or password to obtain unauthorized access to Art + Commerce's other systems or information, or are using the account or password in any other inappropriate manner. These suspensions will be for a period of time necessary to permit the thorough investigation of such suspended activity. Art + Commerce may terminate this Agreement immediately without notice if it is determined that you have undertaken such unauthorized activity or if such unusual activity cannot be reasonably explained.
Termination of this Agreement
This Agreement is effective until terminated by Art + Commerce, in its sole and absolute discretion. Art + Commerce may terminate this Agreement with or without notice to you and will do so if you use or attempt to use the Site or the Content therein in any manner contrary to the terms of this Agreement. Any such termination by Art + Commerce shall be in addition to and without prejudice to such rights and remedies as may be available to Art + Commerce, including the suspension or termination of your account or password and injunctive relief enjoining such acts or attempts, it being acknowledged by you that other legal remedies are inadequate. The, Disclaimer of Warranties, Limitation of Liability, Indemnification, Termination and Choice of Law provisions of this Agreement shall survive the termination or expiry of this Agreement.