The following Terms and Conditions of Use (“Terms”) set forth a legally binding agreement between you and The Archipenko Foundation (the “Foundation”) and govern the use of and access to information and images (the “Content”) on any of the Foundation’s online service locations that post a link to these Terms including the Foundation’s digital Alexander Archipenko Sculpture Catalogue Raisonné and all features, content, and other services that we own, control, and make available through any of our online service locations (collectively, the “Site”). By using the Site, you agree to these Terms, and consent to our collection, use and disclosure practices, and other activities as described in our Privacy Policy. If you do not agree and consent, please discontinue use of the Site.
- Only Authorized Users May Access the Site: Authorized Users are persons who have agreed to use the Site in accordance with the Terms and Conditions of Use. The Foundation reserves the right to restrict, deny, or revoke access to the Site at any time. Authorized Users may not sublicense or authorize access to the Site to anyone by sharing passwords or by other means. Failure to comply with the Terms and Conditions of Use shall be characterized as Unauthorized Use. Authorized Users shall promptly notify the Foundation of any known or suspected Unauthorized Use(s) of such an account, or any known or suspected breach of security on the Site. No Foundation consent or approval may be deemed to have been granted by the the Foundation without being in writing and signed by an officer of the Foundation.
- Copyright Notice: All right, title, and interest in and to the Site and the Content is the property of the Foundation or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. Authorized Users agree not to modify, obscure, or remove any copyright notices or other attribution included in the Site and not to authorize others to do so. Authorized Users further agree to comply with applicable copyright and other intellectual property laws, regardless of jurisdiction.
- Fair Uses Permitted: Pursuant to the fair use doctrine of the U.S. Copyright Act, 17 U.S.C § 107, the User is permitted to make limited uses of the Site for teaching, scholarship and research, and the Foundation refers the User to that statute for the contents thereof. Notwithstanding the foregoing, the User agrees to attribute credit to the Site for any use thereof. The operator of the Site reserves all of its rights and remedies in the event that a User’s use is deemed not to be fair use. Your unauthorized use of the Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.
- Accounts: Certain features of the Site, including our Catalogue Raisonné may require you to register an account. When registering an account, you agree to: (i) provide true, accurate, current, and complete information; (ii) maintain and update this information to keep it true, accurate, current, and complete; (iii) protect and prevent unauthorized access to your account; (iv) not transfer or share your account with any third party; and (v) immediately notify us of any suspected or actual unauthorized use of your account or breach of security. Please note that you are solely responsible for all activities that occur under your account, whether or not you authorized the activity, and we are not liable for any loss or damage to you or any third party arising from your failure to comply with any of the foregoing obligations.
- Unsolicited Submissions: When you submit any unsolicited ideas, feedback, opinions, techniques, images, sounds, videos, or other content to us through or relating to the Site (“Submissions”), you grant us a non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, transferable and cost-free right and license to host, store, use, display, reproduce, modify, adapt, edit, combine with other materials, publish, distribute, create derivative works from, promote, exhibit, broadcast, syndicate, sublicense (including, without limitation, to third party media channels, platforms, and distributors), publicly perform, publicly display, and otherwise use and exploit in any manner whatsoever, or grant third parties the right to do any of the foregoing, all or any portion of your Submissions, for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. You further irrevocably grant us the right, but not the obligation, to use your name in connection with your Submissions. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section. Our receipt of your Submissions is not an admission of their novelty, priority, or originality, and it does not impair our right to existing or future intellectual property rights relating to your Submissions. You represent and warrant that you own or have the necessary rights, licenses, consents, and permissions to grant us the rights granted in this Section. You alone, though, retain whatever legally cognizable right, title, and interest that you have in your Submission and remain responsible for them.
- Commercial Use Prohibited: You may not use the Service unless you are at least thirteen (13) years old. Political and Commercial use of the Site and its Content are strictly prohibited. Examples of prohibited uses include without limitation linking the Site to any other website which itself engages in commercial use of the Site or its content; making Content available to individuals and entities for commercial use; reproducing Content in a publication without permission; reverse engineer or modify the Service or Content; interfere with the proper operation of or any security measure used by the Service or Content; use the Service or Content in a manner that suggests an unauthorized association or is beyond the scope of the usage rights granted to you; or otherwise violate these Terms. You agree to comply with all local, state, federal, national, foreign, supranational, and international laws, statutes, ordinances, regulations, treaties, directives, and agreements that apply to your use of the Site and Content.
- Reservation of Rights: All rights not expressly granted to you are reserved by the Foundation and its licensors and other third parties. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. Any unauthorized use of the Content or Site for any purpose is prohibited.
- Availability: The Foundation may suspend or terminate the availability of the Site and Content, in whole or in part, to any individual user or all users, for any reason, in the Foundation’s sole discretion, and without advance notice or liability. Upon suspension or termination of your access to the Site, or upon notice from the Foundation, all rights granted to you under these Terms will cease immediately, and you agree that you will immediately discontinue use of the Site and Content.
- Disclaimer of Warranties: The Site and its Content are provided on an “as is” basis. Your use of the Site, its content, and materials is at your own risk. The Foundation disclaims any liability and makes no warranties with respect to any errors or omissions in the Site and/or its Content. The Foundation does not warrant that the site will provide continuous, prompt, secure or error-free service. The Foundation reserves the right to change and alter the Site and its Content at any time without notification.
- Limitation of Liability: Neither the Foundation nor its directors, officers, employees, agents or affiliates shall have any liability for any damages, including, without limitation, any direct, indirect, incidental, compensatory, punitive, special, or consequential damages arising from or related to your use of or access to the Site and/or its Content or otherwise.
- Terms and Conditions are Subject to Change: The Foundation may change these Terms and Conditions of Use or any aspect of the Site at any time. An Authorized User’s access of the Site constitutes agreement to any modified Terms and Conditions of Use and all changes thereto. The most updated Terms and Conditions of Use will be posted on the Site. Authorized Users are encouraged to periodically review the complete Terms and Conditions of Use to remain apprised of any changes. If you object to any such changes, your sole recourse is to cease using the Site.
- Governing Law: The Terms and Conditions of Use and any modifications thereof shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any dispute arising from use of the Site and/or its Content or with respect to these Terms and Conditions of Use shall be heard exclusively by a state or federal court having competent jurisdiction in Ulster County, State of New York.
- Complete Agreement; No Waiver: These Terms reflect our complete agreement regarding the Site and supersede any prior agreements, representations, warranties, assurances or discussion related to the Site. Except as expressly set forth in these Terms, (i) no failure or delay by you or the Foundation in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.