PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING CURATIOUS

Last modified on November 1, 2015

This Agreement is a legally binding contract between you and Curatious LLC. Curatious provides the Service (as defined below) to you subject to and conditioned upon your acceptance of this Agreement. 

BY ACCESSING AND USING THE SERVICE IN ANY WAY, YOU AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, AND TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS, PLEASE DO NOT USE THE SERVICE OR THIS SITE, AND EXIT NOW.

Curatious may update and change any part or all of this Agreement, including, but not limited to, any fees and charges associated with the use of the Service. If we update or change this Agreement, we will post the updated version at www.curatious.com/learn/term-of-use. The updated Agreement will become effective and binding on the fifth business day after it is posted. When we change this Agreement, we will modify the "Last Modified" date above. We encourage you to review this Agreement periodically. For the purposes of these Terms of Use, "Member" means you or the entity on whose behalf you are agreeing to these Terms of Use, as identified in the applicable subscription form.

Definitions
“Agreement” means these Terms of Use and all materials referred or linked to in these Terms of Use.

"Member" means the person or entity agreeing to these terms and identified in the applicable subscription form.

"Member Data" means all information submitted by Member to or collected by Member via the Service, including, without limitation, information about Member and about Member’s art, and all materials that Member submits for public display through the Service.

"Curatious" means Curatious LLC and any entity which directly or indirectly controls, is controlled by, or is under common control with Curatious LLC.

"Curatious Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags incorporated into the Service by Curatious or provided by Curatious for use in connection with the Service.

"Service" means Curatious’ web-based art indices, databases, tools, and platform which are developed, operated, and maintained by Curatious, accessible via curatious.com or another designated URL, and any ancillary online or offline products and services provided to Member by Curatious, to which Member is being granted access under this Agreement. The Service includes the Curatious Content, and does not include Third-Party Products or other software or products provided by Curatious. 

"Third-Party Products" means professional services, online web-based applications and offline software products that are provided by third parties, interoperate with, or are used in connection with the Service, and are identified as being provided by third parties.

"Third-Party Sites" means third-party websites linked to from within the Service, including, without limitation, any communications services.

"User(s)" means Member’s employees, representatives, consultants, contractors, or agents who are authorized by Member to use the Service and who have been supplied user identifications and passwords by Member (or by Curatious at Member’s request).

The Service
As provided in this Agreement, Curatious will provide Member access to the Service. Member’s access to and use of the Service is governed by the terms of this Agreement.

Curatious adds features to and modifies the Service from time to time, in order to improve its members’ experience. Nothing in this Agreement shall prohibit Curatious from making such changes to the Service, provided that the Service, as so changed, shall be the Service as that term is used in this Agreement. Curatious reserves the right to provide some or all elements of the Service through use of third-party providers.

Member Support
Email support for the Service is available Monday through Friday, from 9AM to 5PM EST (GMT-5), excluding US national holidays. Click here for Contact details. Curatious uses commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for planned downtime for maintenance.

Curatious’ Proprietary Rights
This is an Agreement for access to the Service, and Member is not granted a license to any software by this Agreement. The Service is based upon proprietary Curatious technology and includes the Curatious Content. The Service is protected by applicable intellectual property and other laws, including patent, trademark, and copyright laws. The Service, including all intellectual property rights in the Service, belongs to and is the property of Curatious or its licensors (if any). Curatious owns and retains all copyrights in the Curatious Content.

The Curatious Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and Member agrees not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivative works based on the Curatious Content or the Service, in whole or in part, by any means, except as expressly authorized in writing by Curatious. 

Curatious, the Curatious logos, and other marks used by Curatious from time to time are trademarks and the property of Curatious. The appearance, layout, color scheme, and design of the curatious.com site are protected trade dress. Member does not receive any right or license to use the foregoing.

Curatious may use and incorporate into the Service any suggestions or other feedback relating to the Service provided by Member personnel, without payment or condition.

Member’s Proprietary Rights
As between the parties, Member shall own and retain all rights to Member Data, and this Agreement does not grant Curatious any rights to such materials. Member grants permission to Curatious and its licensors to use Member Data only as necessary to provide the Service to Member, and not for any other purpose.

Confidentiality of Member Data
Definition of Confidential Information As used herein, "Confidential Information" means all Member Data that Member has not made publicly available on the Service or elsewhere. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to Member, (ii) was known to Curatious prior to its disclosure by Member without breach of any obligation owed to Member, (iii) is received from a third party without breach of any obligation owed to Member, (iv) was independently developed by Curatious, or (v) that Member has agreed in writing to permit Curatious to disclose to others.

Protection of Confidential Information Curatious shall: (i) protect the confidentiality of the Confidential Information of Member using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of Member for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of Member to any third party, and (iv) limit access to Confidential Information of Member to those of its and its Affiliates’ employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with Curatious containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.

Compelled Disclosure Curatious may disclose Confidential Information of Member if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) Receiving Party will provide Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, Receiving Party shall disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event shall Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.

Use of Member Data
Curatious will use Member Data only in order to provide the Service to Member and only as permitted by applicable law, this Agreement, and Curatious’s Privacy Policy, located at Privacy or such other site as Curatious may select.
 
Curatious will monitor use of the Service by all of its Members in order to improve the Service and add features useful to its Members. Curatious may collect and use data related to such use, in an aggregate and anonymous manner, to compile statistical and performance information. Member agrees that Curatious may use and publish such aggregate and anonymous information, provided that such information does not identify Member. 

Curatious will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Member Data. Member consents to the processing of Member Data in the United States.

Use of the Service
Member’s access to the Service is conditioned upon its representations and warranties that it will not:
— Use, or allow its Users to use, the Service in violation of the terms of this Agreement;

— Copy, modify, create a derivative work from, reverse engineer, or reverse assemble the Service, or otherwise attempt to discover any source code or allow any third party to do so;

— Sell, assign, sublicense, distribute, commercially exploit, grant a security interest in, or otherwise transfer any right in or make available to a third party, the Curatious Content or Service in any way;

— Use or launch any automated system, including, without limitation, "robots," "spiders," or "offline readers," that accesses the Service in a manner that sends more request messages to the Curatious servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;

— Use the Service in any manner that damages, disables, overburdens, or impairs any Curatious website or interferes with any other party's use and enjoyment of the Service;

— Attempt to gain unauthorized access to the Service;

— Access the Service by any means other than through the interface that is provided by Curatious for use in accessing the Service;

— Use the Service for any purpose or in any manner that is unlawful or prohibited by this Agreement.

Any unauthorized use of any Curatious Content or the Service may violate patent, copyright, trademark, and other laws. Member agrees to cooperate with Curaitous to prevent any unauthorized copying of the Service or Curatious Content.

Member shall promptly notify Curatious of any unauthorized use of its Users’ identifications and passwords or its account by following the instructions at success.Curatious.com/log-a-support-request.

Member agrees to use third-party Communication Services only in compliance with these Terms of Use. Curatious reserves the right to terminate any User’s access to any or all of the Service for repeated violations of this Section and will provide reasonably contemporaneous telephonic or electronic notice to Member. Member agrees that when using the Service, Member will not:

— Publish, post, upload, distribute, or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.

— Publish, post, upload, distribute or disseminate any art or other material protected by intellectual property laws (or by rights of privacy or publicity) unless Member has all necessary rights and consents to do so.

— Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

— Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person's computer.

— Conduct or forward pyramid schemes or chain letters.

— Download any file submitted by another user of the Service that Member knows, or reasonably should know, cannot be legally distributed in such manner.

— Falsify or delete any author attributions, legal, or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

— Restrict or inhibit any other user from using and enjoying the Service.

— Violate any code of conduct or other guidelines, which may be applicable for any of the Service.

— Harvest or otherwise collect information about others, including e-mail addresses, without their consent.

— Violate any applicable laws or regulations.

Third-Party Sites and Products
Third-Party Sites and Products are not under Curatious’s control, and Curatious is not responsible for the contents of any Third-Party Site or Product, including, without limitation, any link contained in a Third-Party Site, or any changes or updates to a Third-Party Site or Product. Curatious is not responsible for webcasting or any other form of transmission received from any Third-Party Site. Any Third-Party Sites and Products are provided to Member only as a convenience, and the inclusion of any Third-Party Site or Product does not imply endorsement by Curatious of the Third-Party Site or Product or any association of Curatious with it.

Indemnification
Member will indemnify, defend and hold Curatious harmless, at its expense, against any third-party action brought against Curatious (and its officers, directors, employees, agents, service providers, licensors, and affiliates) to the extent that such claim is based upon or arises out of (a) Member’s use of the Service; (b) Member’s noncompliance with or breach of this Agreement, (c) Member’s use of Third-Party Products, or (d) the unauthorized use of the Service by any other person using Member’s User information. Member will indemnify Curatious for the amount of a final judgment entered by a court of competent jurisdiction or a settlement, plus reasonable attorneys’ fees, that result from such a claim as provided in this subsection, provided that Curatious shall: notify Member in writing within thirty (30) days of Curatious’ becoming aware of any such claim; give Member sole control of the defense or settlement of such a claim (provided that Member may not settle any such claim unless the settlement unconditionally releases Curatious of all liability); and provide Member (at Member’s expense) with any and all information and assistance reasonably requested by Member to handle the defense or settlement of the claim. 

Disclaimers and Limitations of Liability
CURATIOUS AND ITS SERVICE PROVIDERS, LICENSORS, AND SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE SERVICE OR THE CURATIOUS CONTENT FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICE, AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. CURATIOUS AND ITS SERVICE PROVIDERS, LICENSORS, AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SERVICE AND THE CURATIOUS CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CURATIOUS IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CURATIOUS AND ITS SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER TYPE OF DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR COVER OR LOSS OF USE, DATA, REVENUE, OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICE, WITH THE DELAY OR INABILITY TO USE THE SERVICE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICE, OR FOR ANY CURATIOUS CONTENT, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF CURATIOUS OR ANY OF CURATIOUS’ SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO MEMBER.

IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, CURATIOUS IS DETERMINED TO HAVE ANY LIABILITY TO MEMBER OR ANY THIRD PARTY FOR ANY LOSS, HARM, OR DAMAGE, MEMBER AGREES THAT THE AGGREGATE LIABILITY OF CURATIOUS AND ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, LICENSORS, OR SUPPLIERS SHALL, IN ALL CASES, BE LIMITED TO THE LESSER OF FIFTY DOLLARS OR THE TOTAL AMOUNTS ACTUALLY PAID BY MEMBER FOR THE SERVICE IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

CURATIOUS DISCLAIMS ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS USED BY MEMBER. CURATIOUS’ LIABILITY WITH RESPECT TO ANY THIRD-PARTY PRODUCTS OR THIRD PARTY CONTENT PROVIDED WITH THE SERVICE SHALL BE SUBJECT TO THIS SECTION. 

MEMBER UNDERSTANDS AND AGREES THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK AND AN ESSENTIAL PART OF THIS AGREEMENT. MEMBER UNDERSTANDS AND AGREES THAT, ABSENT MEMBER’S AGREEMENT TO THIS LIMITATION OF LIABILITY, CURATIOUS WOULD NOT PROVIDE THE SERVICE TO MEMBER. 

Termination, Suspension, and Expiration
— Termination or Suspension for Illegal Acts Curatious may terminate this Agreement or suspend Member’s access to the Service for any conduct of Member that violates applicable local, state, federal, or foreign laws or regulations. Curatious shall provide prompt electronic or telephonic notice of such event.

— Suspension for Ongoing Harm If Member’s use of the Service (a) is being subjected to denial of service attacks or other activity that is causing immediate, material, and ongoing harm to Curatious or others, or (ii) is being used to engage in denial of service attacks, spamming, or illegal activity, or (iii) is causing immediate, material, and ongoing harm to Curatious or others, then Curatious may, with reasonably contemporaneous electronic or telephonic notice to Member, suspend all or any access to the Service. In this extraordinary circumstance, Curatious will use commercially reasonable efforts to limit the suspension to the affected portion of the Service and promptly resolve the issues causing the suspension of the Service. Curatious shall not be liable to Member nor to any third party for any suspension of the Service in accordance with this subsection.

— Effect of Termination or Expiration Immediately upon termination or expiration of this Agreement as provided herein, Member shall cease all use of the Service and return or destroy all Curatious Content in its possession.

— Retrieval of Member Data Upon request by Member made within 30 days after the date of termination or expiration of this Agreement, Curatious will provide Member with temporary access to the Service to retrieve, or Curatious will provide Member with copies of, all Member Data then in its possession or control. After such 30-day period, Curatious shall have no obligation to maintain or provide any Member Data and shall thereafter, unless legally prohibited, delete all Member Data in its systems or otherwise in its possession or control.

General
— Amendment; No Waiver Curatious may update and change any part or all of this Agreement, including, but not limited to, fees and charges associated with the use of the Service. If Curatious updates or changes this Agreement, Curatious will post the updated Agreement at www.curatious.com/learn/terms-of-use. The updated Agreement will become effective and binding on the fifth business day after it is posted. When Curatious changes this Agreement, it will modify the "Last Modified" date above. Curatious encourages all of its Members to review this Agreement periodically. No delay in exercising any right or remedy will operate as a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be construed as a waiver of any right or remedy on any future occasion.

— Applicable Law To the maximum extent permitted by law, this Agreement shall be governed by the laws of the State of New York, U.S.A. without reference to conflicts of law principles, and both parties hereby consent to the exclusive jurisdiction and venue of courts in New York, New York, U.S. in all disputes arising out of or relating to the use of the Service. Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including, without limitation, this paragraph.

— Force Majeure Neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, Internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. 

— Actions Permitted Except for actions related to breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to the Agreement may be brought by either party more than one year after the cause of action has accrued.

— Relationship of the Parties Curatious and Member agree that no joint venture, partnership, employment, or agency relationship exists between Member and Curatious as a result of this Agreement or Member’s use of the Service.

— Compliance with Laws Curatious will comply with all applicable U.S. state and Federal laws in its provision of the Service and its handling of Member Data. Curatious’ provision of the Service is subject to existing laws and legal process, including Curatious’ rights and obligations to cooperate and comply with governmental, court, and law enforcement requests or requirements relating to Member’s use of the Service or information provided to or gathered by Curatious with respect to such use. Curatious reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request.

— Severability If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.

— Notices Notice shall be sent to the contact address set forth here (as such may be changed by notice given to the other party), and shall be deemed delivered as of the date of actual receipt. To Curatious: Curatious LLC, 515 Broadway Ste 3BF, New York NY 10012, Attention: Founder. To Member: Member’s address, if provided in Curatious’ account Information for Member, or email address. Curatious may give electronic notices applicable to its Service Member base by means of a general notice via the Service and may give electronic notices specific to Member by email to appropriate Member e-mail addresses on record in Curatious’ account information for Member. Curatious may give telephonic notice to Member by calls to appropriate numbers on record in Curatious’ account information for Member.

— Entire Agreement Unless otherwise expressly stated herein, this Agreement constitutes the entire agreement between Member and Curatious with respect to the Service and supersedes all prior or contemporaneous communications, proposals, and agreements, whether electronic, oral, or written, between Member and Curatious with respect to the subject of this Agreement. Curatious objects to and rejects any additional or different terms proposed by Member, including those contained in acceptance or website. Curatious’ failure to object elsewhere to any provisions of any subsequent document, communication, or act of Member shall not be deemed a waiver of any of the terms hereof. The party’s obligations hereunder are neither contingent on the delivery of any future functionality or features of the Service nor dependent on any oral or written public comments made by Curatious regarding future functionality or features of the Service.

— Assignment Member will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without Curatious’ prior written consent. Curatious may assign or transfer this agreement to any successor.

— Headings The headings of sections included in this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement.

— Language It is the express wish of the parties that this agreement and all related documents be drawn up in English.

— Contract for Services The parties intend this Agreement to be a contract for the provision of services and not a contract for the sale of goods. To the fullest extent permitted by law, the provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If Member is located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.

— Export Member agrees to comply with all applicable export laws.

— Authority Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

— Survival The following sections shall survive the expiration or termination of this Agreement: Proprietary Rights, Indemnification, Disclaimers, Limitations of Liability, Termination, Suspension and Expiration, and General.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING CURATIOUS

Last modified on November 1, 2015

This Agreement is a legally binding contract between you and Curatious LLC. Curatious provides the Service (as defined below) to you subject to and conditioned upon your acceptance of this Agreement. 

BY ACCESSING AND USING THE SERVICE IN ANY WAY, YOU AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, AND TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS, PLEASE DO NOT USE THE SERVICE OR THIS SITE, AND EXIT NOW.

Curatious may update and change any part or all of this Agreement, including, but not limited to, any fees and charges associated with the use of the Service. If we update or change this Agreement, we will post the updated version at www.curatious.com/learn/term-of-use. The updated Agreement will become effective and binding on the fifth business day after it is posted. When we change this Agreement, we will modify the "Last Modified" date above. We encourage you to review this Agreement periodically. For the purposes of these Terms of Use, "Member" means you or the entity on whose behalf you are agreeing to these Terms of Use, as identified in the applicable subscription form.

Definitions
“Agreement” means these Terms of Use and all materials referred or linked to in these Terms of Use.

"Member" means the person or entity agreeing to these terms and identified in the applicable subscription form.

"Member Data" means all information submitted by Member to or collected by Member via the Service, including, without limitation, information about Member and about Member’s art, and all materials that Member submits for public display through the Service.

"Curatious" means Curatious LLC and any entity which directly or indirectly controls, is controlled by, or is under common control with Curatious LLC.

"Curatious Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags incorporated into the Service by Curatious or provided by Curatious for use in connection with the Service.

"Service" means Curatious’ web-based art indices, databases, tools, and platform which are developed, operated, and maintained by Curatious, accessible via curatious.com or another designated URL, and any ancillary online or offline products and services provided to Member by Curatious, to which Member is being granted access under this Agreement. The Service includes the Curatious Content, and does not include Third-Party Products or other software or products provided by Curatious. 

"Third-Party Products" means professional services, online web-based applications and offline software products that are provided by third parties, interoperate with, or are used in connection with the Service, and are identified as being provided by third parties.

"Third-Party Sites" means third-party websites linked to from within the Service, including, without limitation, any communications services.

"User(s)" means Member’s employees, representatives, consultants, contractors, or agents who are authorized by Member to use the Service and who have been supplied user identifications and passwords by Member (or by Curatious at Member’s request).

The Service
As provided in this Agreement, Curatious will provide Member access to the Service. Member’s access to and use of the Service is governed by the terms of this Agreement.

Curatious adds features to and modifies the Service from time to time, in order to improve its members’ experience. Nothing in this Agreement shall prohibit Curatious from making such changes to the Service, provided that the Service, as so changed, shall be the Service as that term is used in this Agreement. Curatious reserves the right to provide some or all elements of the Service through use of third-party providers.

Member Support
Email support for the Service is available Monday through Friday, from 9AM to 5PM EST (GMT-5), excluding US national holidays. Click here for Contact details. Curatious uses commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for planned downtime for maintenance.

Curatious’ Proprietary Rights
This is an Agreement for access to the Service, and Member is not granted a license to any software by this Agreement. The Service is based upon proprietary Curatious technology and includes the Curatious Content. The Service is protected by applicable intellectual property and other laws, including patent, trademark, and copyright laws. The Service, including all intellectual property rights in the Service, belongs to and is the property of Curatious or its licensors (if any). Curatious owns and retains all copyrights in the Curatious Content.

The Curatious Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and Member agrees not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivative works based on the Curatious Content or the Service, in whole or in part, by any means, except as expressly authorized in writing by Curatious. 

Curatious, the Curatious logos, and other marks used by Curatious from time to time are trademarks and the property of Curatious. The appearance, layout, color scheme, and design of the curatious.com site are protected trade dress. Member does not receive any right or license to use the foregoing.

Curatious may use and incorporate into the Service any suggestions or other feedback relating to the Service provided by Member personnel, without payment or condition.

Member’s Proprietary Rights
As between the parties, Member shall own and retain all rights to Member Data, and this Agreement does not grant Curatious any rights to such materials. Member grants permission to Curatious and its licensors to use Member Data only as necessary to provide the Service to Member, and not for any other purpose.

Confidentiality of Member Data
Definition of Confidential Information As used herein, "Confidential Information" means all Member Data that Member has not made publicly available on the Service or elsewhere. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to Member, (ii) was known to Curatious prior to its disclosure by Member without breach of any obligation owed to Member, (iii) is received from a third party without breach of any obligation owed to Member, (iv) was independently developed by Curatious, or (v) that Member has agreed in writing to permit Curatious to disclose to others.

Protection of Confidential Information Curatious shall: (i) protect the confidentiality of the Confidential Information of Member using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of Member for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of Member to any third party, and (iv) limit access to Confidential Information of Member to those of its and its Affiliates’ employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with Curatious containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.

Compelled Disclosure Curatious may disclose Confidential Information of Member if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) Receiving Party will provide Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, Receiving Party shall disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event shall Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.

Use of Member Data
Curatious will use Member Data only in order to provide the Service to Member and only as permitted by applicable law, this Agreement, and Curatious’s Privacy Policy, located at Privacy or such other site as Curatious may select.
 
Curatious will monitor use of the Service by all of its Members in order to improve the Service and add features useful to its Members. Curatious may collect and use data related to such use, in an aggregate and anonymous manner, to compile statistical and performance information. Member agrees that Curatious may use and publish such aggregate and anonymous information, provided that such information does not identify Member. 

Curatious will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Member Data. Member consents to the processing of Member Data in the United States.

Use of the Service
Member’s access to the Service is conditioned upon its representations and warranties that it will not:
— Use, or allow its Users to use, the Service in violation of the terms of this Agreement;

— Copy, modify, create a derivative work from, reverse engineer, or reverse assemble the Service, or otherwise attempt to discover any source code or allow any third party to do so;

— Sell, assign, sublicense, distribute, commercially exploit, grant a security interest in, or otherwise transfer any right in or make available to a third party, the Curatious Content or Service in any way;

— Use or launch any automated system, including, without limitation, "robots," "spiders," or "offline readers," that accesses the Service in a manner that sends more request messages to the Curatious servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;

— Use the Service in any manner that damages, disables, overburdens, or impairs any Curatious website or interferes with any other party's use and enjoyment of the Service;

— Attempt to gain unauthorized access to the Service;

— Access the Service by any means other than through the interface that is provided by Curatious for use in accessing the Service;

— Use the Service for any purpose or in any manner that is unlawful or prohibited by this Agreement.

Any unauthorized use of any Curatious Content or the Service may violate patent, copyright, trademark, and other laws. Member agrees to cooperate with Curaitous to prevent any unauthorized copying of the Service or Curatious Content.

Member shall promptly notify Curatious of any unauthorized use of its Users’ identifications and passwords or its account by following the instructions at success.Curatious.com/log-a-support-request.

Member agrees to use third-party Communication Services only in compliance with these Terms of Use. Curatious reserves the right to terminate any User’s access to any or all of the Service for repeated violations of this Section and will provide reasonably contemporaneous telephonic or electronic notice to Member. Member agrees that when using the Service, Member will not:

— Publish, post, upload, distribute, or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.

— Publish, post, upload, distribute or disseminate any art or other material protected by intellectual property laws (or by rights of privacy or publicity) unless Member has all necessary rights and consents to do so.

— Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

— Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person's computer.

— Conduct or forward pyramid schemes or chain letters.

— Download any file submitted by another user of the Service that Member knows, or reasonably should know, cannot be legally distributed in such manner.

— Falsify or delete any author attributions, legal, or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

— Restrict or inhibit any other user from using and enjoying the Service.

— Violate any code of conduct or other guidelines, which may be applicable for any of the Service.

— Harvest or otherwise collect information about others, including e-mail addresses, without their consent.

— Violate any applicable laws or regulations.

Third-Party Sites and Products
Third-Party Sites and Products are not under Curatious’s control, and Curatious is not responsible for the contents of any Third-Party Site or Product, including, without limitation, any link contained in a Third-Party Site, or any changes or updates to a Third-Party Site or Product. Curatious is not responsible for webcasting or any other form of transmission received from any Third-Party Site. Any Third-Party Sites and Products are provided to Member only as a convenience, and the inclusion of any Third-Party Site or Product does not imply endorsement by Curatious of the Third-Party Site or Product or any association of Curatious with it.

Indemnification
Member will indemnify, defend and hold Curatious harmless, at its expense, against any third-party action brought against Curatious (and its officers, directors, employees, agents, service providers, licensors, and affiliates) to the extent that such claim is based upon or arises out of (a) Member’s use of the Service; (b) Member’s noncompliance with or breach of this Agreement, (c) Member’s use of Third-Party Products, or (d) the unauthorized use of the Service by any other person using Member’s User information. Member will indemnify Curatious for the amount of a final judgment entered by a court of competent jurisdiction or a settlement, plus reasonable attorneys’ fees, that result from such a claim as provided in this subsection, provided that Curatious shall: notify Member in writing within thirty (30) days of Curatious’ becoming aware of any such claim; give Member sole control of the defense or settlement of such a claim (provided that Member may not settle any such claim unless the settlement unconditionally releases Curatious of all liability); and provide Member (at Member’s expense) with any and all information and assistance reasonably requested by Member to handle the defense or settlement of the claim. 

Disclaimers and Limitations of Liability
CURATIOUS AND ITS SERVICE PROVIDERS, LICENSORS, AND SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE SERVICE OR THE CURATIOUS CONTENT FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICE, AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. CURATIOUS AND ITS SERVICE PROVIDERS, LICENSORS, AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SERVICE AND THE CURATIOUS CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CURATIOUS IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CURATIOUS AND ITS SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER TYPE OF DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR COVER OR LOSS OF USE, DATA, REVENUE, OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICE, WITH THE DELAY OR INABILITY TO USE THE SERVICE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICE, OR FOR ANY CURATIOUS CONTENT, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF CURATIOUS OR ANY OF CURATIOUS’ SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO MEMBER.

IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, CURATIOUS IS DETERMINED TO HAVE ANY LIABILITY TO MEMBER OR ANY THIRD PARTY FOR ANY LOSS, HARM, OR DAMAGE, MEMBER AGREES THAT THE AGGREGATE LIABILITY OF CURATIOUS AND ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, LICENSORS, OR SUPPLIERS SHALL, IN ALL CASES, BE LIMITED TO THE LESSER OF FIFTY DOLLARS OR THE TOTAL AMOUNTS ACTUALLY PAID BY MEMBER FOR THE SERVICE IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

CURATIOUS DISCLAIMS ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS USED BY MEMBER. CURATIOUS’ LIABILITY WITH RESPECT TO ANY THIRD-PARTY PRODUCTS OR THIRD PARTY CONTENT PROVIDED WITH THE SERVICE SHALL BE SUBJECT TO THIS SECTION. 

MEMBER UNDERSTANDS AND AGREES THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK AND AN ESSENTIAL PART OF THIS AGREEMENT. MEMBER UNDERSTANDS AND AGREES THAT, ABSENT MEMBER’S AGREEMENT TO THIS LIMITATION OF LIABILITY, CURATIOUS WOULD NOT PROVIDE THE SERVICE TO MEMBER. 

Termination, Suspension, and Expiration
— Termination or Suspension for Illegal Acts Curatious may terminate this Agreement or suspend Member’s access to the Service for any conduct of Member that violates applicable local, state, federal, or foreign laws or regulations. Curatious shall provide prompt electronic or telephonic notice of such event.

— Suspension for Ongoing Harm If Member’s use of the Service (a) is being subjected to denial of service attacks or other activity that is causing immediate, material, and ongoing harm to Curatious or others, or (ii) is being used to engage in denial of service attacks, spamming, or illegal activity, or (iii) is causing immediate, material, and ongoing harm to Curatious or others, then Curatious may, with reasonably contemporaneous electronic or telephonic notice to Member, suspend all or any access to the Service. In this extraordinary circumstance, Curatious will use commercially reasonable efforts to limit the suspension to the affected portion of the Service and promptly resolve the issues causing the suspension of the Service. Curatious shall not be liable to Member nor to any third party for any suspension of the Service in accordance with this subsection.

— Effect of Termination or Expiration Immediately upon termination or expiration of this Agreement as provided herein, Member shall cease all use of the Service and return or destroy all Curatious Content in its possession.

— Retrieval of Member Data Upon request by Member made within 30 days after the date of termination or expiration of this Agreement, Curatious will provide Member with temporary access to the Service to retrieve, or Curatious will provide Member with copies of, all Member Data then in its possession or control. After such 30-day period, Curatious shall have no obligation to maintain or provide any Member Data and shall thereafter, unless legally prohibited, delete all Member Data in its systems or otherwise in its possession or control.

General
— Amendment; No Waiver Curatious may update and change any part or all of this Agreement, including, but not limited to, fees and charges associated with the use of the Service. If Curatious updates or changes this Agreement, Curatious will post the updated Agreement at www.curatious.com/learn/terms-of-use. The updated Agreement will become effective and binding on the fifth business day after it is posted. When Curatious changes this Agreement, it will modify the "Last Modified" date above. Curatious encourages all of its Members to review this Agreement periodically. No delay in exercising any right or remedy will operate as a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be construed as a waiver of any right or remedy on any future occasion.

— Applicable Law To the maximum extent permitted by law, this Agreement shall be governed by the laws of the State of New York, U.S.A. without reference to conflicts of law principles, and both parties hereby consent to the exclusive jurisdiction and venue of courts in New York, New York, U.S. in all disputes arising out of or relating to the use of the Service. Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including, without limitation, this paragraph.

— Force Majeure Neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, Internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. 

— Actions Permitted Except for actions related to breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to the Agreement may be brought by either party more than one year after the cause of action has accrued.

— Relationship of the Parties Curatious and Member agree that no joint venture, partnership, employment, or agency relationship exists between Member and Curatious as a result of this Agreement or Member’s use of the Service.

— Compliance with Laws Curatious will comply with all applicable U.S. state and Federal laws in its provision of the Service and its handling of Member Data. Curatious’ provision of the Service is subject to existing laws and legal process, including Curatious’ rights and obligations to cooperate and comply with governmental, court, and law enforcement requests or requirements relating to Member’s use of the Service or information provided to or gathered by Curatious with respect to such use. Curatious reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request.

— Severability If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.

— Notices Notice shall be sent to the contact address set forth here (as such may be changed by notice given to the other party), and shall be deemed delivered as of the date of actual receipt. To Curatious: Curatious LLC, 515 Broadway Ste 3BF, New York NY 10012, Attention: Founder. To Member: Member’s address, if provided in Curatious’ account Information for Member, or email address. Curatious may give electronic notices applicable to its Service Member base by means of a general notice via the Service and may give electronic notices specific to Member by email to appropriate Member e-mail addresses on record in Curatious’ account information for Member. Curatious may give telephonic notice to Member by calls to appropriate numbers on record in Curatious’ account information for Member.

— Entire Agreement Unless otherwise expressly stated herein, this Agreement constitutes the entire agreement between Member and Curatious with respect to the Service and supersedes all prior or contemporaneous communications, proposals, and agreements, whether electronic, oral, or written, between Member and Curatious with respect to the subject of this Agreement. Curatious objects to and rejects any additional or different terms proposed by Member, including those contained in acceptance or website. Curatious’ failure to object elsewhere to any provisions of any subsequent document, communication, or act of Member shall not be deemed a waiver of any of the terms hereof. The party’s obligations hereunder are neither contingent on the delivery of any future functionality or features of the Service nor dependent on any oral or written public comments made by Curatious regarding future functionality or features of the Service.

— Assignment Member will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without Curatious’ prior written consent. Curatious may assign or transfer this agreement to any successor.

— Headings The headings of sections included in this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement.

— Language It is the express wish of the parties that this agreement and all related documents be drawn up in English.

— Contract for Services The parties intend this Agreement to be a contract for the provision of services and not a contract for the sale of goods. To the fullest extent permitted by law, the provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If Member is located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.

— Export Member agrees to comply with all applicable export laws.

— Authority Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

— Survival The following sections shall survive the expiration or termination of this Agreement: Proprietary Rights, Indemnification, Disclaimers, Limitations of Liability, Termination, Suspension and Expiration, and General.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING CURATIOUS

Last modified on November 1, 2015

This Agreement is a legally binding contract between you and Curatious LLC. Curatious provides the Service (as defined below) to you subject to and conditioned upon your acceptance of this Agreement. 

BY ACCESSING AND USING THE SERVICE IN ANY WAY, YOU AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, AND TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS, PLEASE DO NOT USE THE SERVICE OR THIS SITE, AND EXIT NOW.

Curatious may update and change any part or all of this Agreement, including, but not limited to, any fees and charges associated with the use of the Service. If we update or change this Agreement, we will post the updated version at www.curatious.com/learn/term-of-use. The updated Agreement will become effective and binding on the fifth business day after it is posted. When we change this Agreement, we will modify the "Last Modified" date above. We encourage you to review this Agreement periodically. For the purposes of these Terms of Use, "Member" means you or the entity on whose behalf you are agreeing to these Terms of Use, as identified in the applicable subscription form.

Definitions
“Agreement” means these Terms of Use and all materials referred or linked to in these Terms of Use.

"Member" means the person or entity agreeing to these terms and identified in the applicable subscription form.

"Member Data" means all information submitted by Member to or collected by Member via the Service, including, without limitation, information about Member and about Member’s art, and all materials that Member submits for public display through the Service.

"Curatious" means Curatious LLC and any entity which directly or indirectly controls, is controlled by, or is under common control with Curatious LLC.

"Curatious Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags incorporated into the Service by Curatious or provided by Curatious for use in connection with the Service.

"Service" means Curatious’ web-based art indices, databases, tools, and platform which are developed, operated, and maintained by Curatious, accessible via curatious.com or another designated URL, and any ancillary online or offline products and services provided to Member by Curatious, to which Member is being granted access under this Agreement. The Service includes the Curatious Content, and does not include Third-Party Products or other software or products provided by Curatious. 

"Third-Party Products" means professional services, online web-based applications and offline software products that are provided by third parties, interoperate with, or are used in connection with the Service, and are identified as being provided by third parties.

"Third-Party Sites" means third-party websites linked to from within the Service, including, without limitation, any communications services.

"User(s)" means Member’s employees, representatives, consultants, contractors, or agents who are authorized by Member to use the Service and who have been supplied user identifications and passwords by Member (or by Curatious at Member’s request).

The Service
As provided in this Agreement, Curatious will provide Member access to the Service. Member’s access to and use of the Service is governed by the terms of this Agreement.

Curatious adds features to and modifies the Service from time to time, in order to improve its members’ experience. Nothing in this Agreement shall prohibit Curatious from making such changes to the Service, provided that the Service, as so changed, shall be the Service as that term is used in this Agreement. Curatious reserves the right to provide some or all elements of the Service through use of third-party providers.

Member Support
Email support for the Service is available Monday through Friday, from 9AM to 5PM EST (GMT-5), excluding US national holidays. Click here for Contact details. Curatious uses commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for planned downtime for maintenance.

Curatious’ Proprietary Rights
This is an Agreement for access to the Service, and Member is not granted a license to any software by this Agreement. The Service is based upon proprietary Curatious technology and includes the Curatious Content. The Service is protected by applicable intellectual property and other laws, including patent, trademark, and copyright laws. The Service, including all intellectual property rights in the Service, belongs to and is the property of Curatious or its licensors (if any). Curatious owns and retains all copyrights in the Curatious Content.

The Curatious Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and Member agrees not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivative works based on the Curatious Content or the Service, in whole or in part, by any means, except as expressly authorized in writing by Curatious. 

Curatious, the Curatious logos, and other marks used by Curatious from time to time are trademarks and the property of Curatious. The appearance, layout, color scheme, and design of the curatious.com site are protected trade dress. Member does not receive any right or license to use the foregoing.

Curatious may use and incorporate into the Service any suggestions or other feedback relating to the Service provided by Member personnel, without payment or condition.

Member’s Proprietary Rights
As between the parties, Member shall own and retain all rights to Member Data, and this Agreement does not grant Curatious any rights to such materials. Member grants permission to Curatious and its licensors to use Member Data only as necessary to provide the Service to Member, and not for any other purpose.

Confidentiality of Member Data
Definition of Confidential Information As used herein, "Confidential Information" means all Member Data that Member has not made publicly available on the Service or elsewhere. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to Member, (ii) was known to Curatious prior to its disclosure by Member without breach of any obligation owed to Member, (iii) is received from a third party without breach of any obligation owed to Member, (iv) was independently developed by Curatious, or (v) that Member has agreed in writing to permit Curatious to disclose to others.

Protection of Confidential Information Curatious shall: (i) protect the confidentiality of the Confidential Information of Member using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of Member for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of Member to any third party, and (iv) limit access to Confidential Information of Member to those of its and its Affiliates’ employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with Curatious containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.

Compelled Disclosure Curatious may disclose Confidential Information of Member if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) Receiving Party will provide Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, Receiving Party shall disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event shall Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.

Use of Member Data
Curatious will use Member Data only in order to provide the Service to Member and only as permitted by applicable law, this Agreement, and Curatious’s Privacy Policy, located at Privacy or such other site as Curatious may select.
 
Curatious will monitor use of the Service by all of its Members in order to improve the Service and add features useful to its Members. Curatious may collect and use data related to such use, in an aggregate and anonymous manner, to compile statistical and performance information. Member agrees that Curatious may use and publish such aggregate and anonymous information, provided that such information does not identify Member. 

Curatious will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Member Data. Member consents to the processing of Member Data in the United States.

Use of the Service
Member’s access to the Service is conditioned upon its representations and warranties that it will not:
— Use, or allow its Users to use, the Service in violation of the terms of this Agreement;

— Copy, modify, create a derivative work from, reverse engineer, or reverse assemble the Service, or otherwise attempt to discover any source code or allow any third party to do so;

— Sell, assign, sublicense, distribute, commercially exploit, grant a security interest in, or otherwise transfer any right in or make available to a third party, the Curatious Content or Service in any way;

— Use or launch any automated system, including, without limitation, "robots," "spiders," or "offline readers," that accesses the Service in a manner that sends more request messages to the Curatious servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;

— Use the Service in any manner that damages, disables, overburdens, or impairs any Curatious website or interferes with any other party's use and enjoyment of the Service;

— Attempt to gain unauthorized access to the Service;

— Access the Service by any means other than through the interface that is provided by Curatious for use in accessing the Service;

— Use the Service for any purpose or in any manner that is unlawful or prohibited by this Agreement.

Any unauthorized use of any Curatious Content or the Service may violate patent, copyright, trademark, and other laws. Member agrees to cooperate with Curaitous to prevent any unauthorized copying of the Service or Curatious Content.

Member shall promptly notify Curatious of any unauthorized use of its Users’ identifications and passwords or its account by following the instructions at success.Curatious.com/log-a-support-request.

Member agrees to use third-party Communication Services only in compliance with these Terms of Use. Curatious reserves the right to terminate any User’s access to any or all of the Service for repeated violations of this Section and will provide reasonably contemporaneous telephonic or electronic notice to Member. Member agrees that when using the Service, Member will not:

— Publish, post, upload, distribute, or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.

— Publish, post, upload, distribute or disseminate any art or other material protected by intellectual property laws (or by rights of privacy or publicity) unless Member has all necessary rights and consents to do so.

— Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

— Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person's computer.

— Conduct or forward pyramid schemes or chain letters.

— Download any file submitted by another user of the Service that Member knows, or reasonably should know, cannot be legally distributed in such manner.

— Falsify or delete any author attributions, legal, or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

— Restrict or inhibit any other user from using and enjoying the Service.

— Violate any code of conduct or other guidelines, which may be applicable for any of the Service.

— Harvest or otherwise collect information about others, including e-mail addresses, without their consent.

— Violate any applicable laws or regulations.

Third-Party Sites and Products
Third-Party Sites and Products are not under Curatious’s control, and Curatious is not responsible for the contents of any Third-Party Site or Product, including, without limitation, any link contained in a Third-Party Site, or any changes or updates to a Third-Party Site or Product. Curatious is not responsible for webcasting or any other form of transmission received from any Third-Party Site. Any Third-Party Sites and Products are provided to Member only as a convenience, and the inclusion of any Third-Party Site or Product does not imply endorsement by Curatious of the Third-Party Site or Product or any association of Curatious with it.

Indemnification
Member will indemnify, defend and hold Curatious harmless, at its expense, against any third-party action brought against Curatious (and its officers, directors, employees, agents, service providers, licensors, and affiliates) to the extent that such claim is based upon or arises out of (a) Member’s use of the Service; (b) Member’s noncompliance with or breach of this Agreement, (c) Member’s use of Third-Party Products, or (d) the unauthorized use of the Service by any other person using Member’s User information. Member will indemnify Curatious for the amount of a final judgment entered by a court of competent jurisdiction or a settlement, plus reasonable attorneys’ fees, that result from such a claim as provided in this subsection, provided that Curatious shall: notify Member in writing within thirty (30) days of Curatious’ becoming aware of any such claim; give Member sole control of the defense or settlement of such a claim (provided that Member may not settle any such claim unless the settlement unconditionally releases Curatious of all liability); and provide Member (at Member’s expense) with any and all information and assistance reasonably requested by Member to handle the defense or settlement of the claim. 

Disclaimers and Limitations of Liability
CURATIOUS AND ITS SERVICE PROVIDERS, LICENSORS, AND SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE SERVICE OR THE CURATIOUS CONTENT FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICE, AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. CURATIOUS AND ITS SERVICE PROVIDERS, LICENSORS, AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SERVICE AND THE CURATIOUS CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CURATIOUS IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CURATIOUS AND ITS SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER TYPE OF DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR COVER OR LOSS OF USE, DATA, REVENUE, OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICE, WITH THE DELAY OR INABILITY TO USE THE SERVICE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICE, OR FOR ANY CURATIOUS CONTENT, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF CURATIOUS OR ANY OF CURATIOUS’ SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO MEMBER.

IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, CURATIOUS IS DETERMINED TO HAVE ANY LIABILITY TO MEMBER OR ANY THIRD PARTY FOR ANY LOSS, HARM, OR DAMAGE, MEMBER AGREES THAT THE AGGREGATE LIABILITY OF CURATIOUS AND ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, LICENSORS, OR SUPPLIERS SHALL, IN ALL CASES, BE LIMITED TO THE LESSER OF FIFTY DOLLARS OR THE TOTAL AMOUNTS ACTUALLY PAID BY MEMBER FOR THE SERVICE IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

CURATIOUS DISCLAIMS ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS USED BY MEMBER. CURATIOUS’ LIABILITY WITH RESPECT TO ANY THIRD-PARTY PRODUCTS OR THIRD PARTY CONTENT PROVIDED WITH THE SERVICE SHALL BE SUBJECT TO THIS SECTION. 

MEMBER UNDERSTANDS AND AGREES THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK AND AN ESSENTIAL PART OF THIS AGREEMENT. MEMBER UNDERSTANDS AND AGREES THAT, ABSENT MEMBER’S AGREEMENT TO THIS LIMITATION OF LIABILITY, CURATIOUS WOULD NOT PROVIDE THE SERVICE TO MEMBER. 

Termination, Suspension, and Expiration
— Termination or Suspension for Illegal Acts Curatious may terminate this Agreement or suspend Member’s access to the Service for any conduct of Member that violates applicable local, state, federal, or foreign laws or regulations. Curatious shall provide prompt electronic or telephonic notice of such event.

— Suspension for Ongoing Harm If Member’s use of the Service (a) is being subjected to denial of service attacks or other activity that is causing immediate, material, and ongoing harm to Curatious or others, or (ii) is being used to engage in denial of service attacks, spamming, or illegal activity, or (iii) is causing immediate, material, and ongoing harm to Curatious or others, then Curatious may, with reasonably contemporaneous electronic or telephonic notice to Member, suspend all or any access to the Service. In this extraordinary circumstance, Curatious will use commercially reasonable efforts to limit the suspension to the affected portion of the Service and promptly resolve the issues causing the suspension of the Service. Curatious shall not be liable to Member nor to any third party for any suspension of the Service in accordance with this subsection.

— Effect of Termination or Expiration Immediately upon termination or expiration of this Agreement as provided herein, Member shall cease all use of the Service and return or destroy all Curatious Content in its possession.

— Retrieval of Member Data Upon request by Member made within 30 days after the date of termination or expiration of this Agreement, Curatious will provide Member with temporary access to the Service to retrieve, or Curatious will provide Member with copies of, all Member Data then in its possession or control. After such 30-day period, Curatious shall have no obligation to maintain or provide any Member Data and shall thereafter, unless legally prohibited, delete all Member Data in its systems or otherwise in its possession or control.

General
— Amendment; No Waiver Curatious may update and change any part or all of this Agreement, including, but not limited to, fees and charges associated with the use of the Service. If Curatious updates or changes this Agreement, Curatious will post the updated Agreement at www.curatious.com/learn/terms-of-use. The updated Agreement will become effective and binding on the fifth business day after it is posted. When Curatious changes this Agreement, it will modify the "Last Modified" date above. Curatious encourages all of its Members to review this Agreement periodically. No delay in exercising any right or remedy will operate as a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be construed as a waiver of any right or remedy on any future occasion.

— Applicable Law To the maximum extent permitted by law, this Agreement shall be governed by the laws of the State of New York, U.S.A. without reference to conflicts of law principles, and both parties hereby consent to the exclusive jurisdiction and venue of courts in New York, New York, U.S. in all disputes arising out of or relating to the use of the Service. Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including, without limitation, this paragraph.

— Force Majeure Neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, Internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. 

— Actions Permitted Except for actions related to breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to the Agreement may be brought by either party more than one year after the cause of action has accrued.

— Relationship of the Parties Curatious and Member agree that no joint venture, partnership, employment, or agency relationship exists between Member and Curatious as a result of this Agreement or Member’s use of the Service.

— Compliance with Laws Curatious will comply with all applicable U.S. state and Federal laws in its provision of the Service and its handling of Member Data. Curatious’ provision of the Service is subject to existing laws and legal process, including Curatious’ rights and obligations to cooperate and comply with governmental, court, and law enforcement requests or requirements relating to Member’s use of the Service or information provided to or gathered by Curatious with respect to such use. Curatious reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request.

— Severability If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.

— Notices Notice shall be sent to the contact address set forth here (as such may be changed by notice given to the other party), and shall be deemed delivered as of the date of actual receipt. To Curatious: Curatious LLC, 515 Broadway Ste 3BF, New York NY 10012, Attention: Founder. To Member: Member’s address, if provided in Curatious’ account Information for Member, or email address. Curatious may give electronic notices applicable to its Service Member base by means of a general notice via the Service and may give electronic notices specific to Member by email to appropriate Member e-mail addresses on record in Curatious’ account information for Member. Curatious may give telephonic notice to Member by calls to appropriate numbers on record in Curatious’ account information for Member.

— Entire Agreement Unless otherwise expressly stated herein, this Agreement constitutes the entire agreement between Member and Curatious with respect to the Service and supersedes all prior or contemporaneous communications, proposals, and agreements, whether electronic, oral, or written, between Member and Curatious with respect to the subject of this Agreement. Curatious objects to and rejects any additional or different terms proposed by Member, including those contained in acceptance or website. Curatious’ failure to object elsewhere to any provisions of any subsequent document, communication, or act of Member shall not be deemed a waiver of any of the terms hereof. The party’s obligations hereunder are neither contingent on the delivery of any future functionality or features of the Service nor dependent on any oral or written public comments made by Curatious regarding future functionality or features of the Service.

— Assignment Member will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without Curatious’ prior written consent. Curatious may assign or transfer this agreement to any successor.

— Headings The headings of sections included in this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement.

— Language It is the express wish of the parties that this agreement and all related documents be drawn up in English.

— Contract for Services The parties intend this Agreement to be a contract for the provision of services and not a contract for the sale of goods. To the fullest extent permitted by law, the provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If Member is located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.

— Export Member agrees to comply with all applicable export laws.

— Authority Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

— Survival The following sections shall survive the expiration or termination of this Agreement: Proprietary Rights, Indemnification, Disclaimers, Limitations of Liability, Termination, Suspension and Expiration, and General.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING CURATIOUS

Last modified on November 1, 2015

This Agreement is a legally binding contract between you and Curatious LLC. Curatious provides the Service (as defined below) to you subject to and conditioned upon your acceptance of this Agreement. 

BY ACCESSING AND USING THE SERVICE IN ANY WAY, YOU AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, AND TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS, PLEASE DO NOT USE THE SERVICE OR THIS SITE, AND EXIT NOW.

Curatious may update and change any part or all of this Agreement, including, but not limited to, any fees and charges associated with the use of the Service. If we update or change this Agreement, we will post the updated version at www.curatious.com/learn/term-of-use. The updated Agreement will become effective and binding on the fifth business day after it is posted. When we change this Agreement, we will modify the "Last Modified" date above. We encourage you to review this Agreement periodically. For the purposes of these Terms of Use, "Member" means you or the entity on whose behalf you are agreeing to these Terms of Use, as identified in the applicable subscription form.

Definitions
“Agreement” means these Terms of Use and all materials referred or linked to in these Terms of Use.

"Member" means the person or entity agreeing to these terms and identified in the applicable subscription form.

"Member Data" means all information submitted by Member to or collected by Member via the Service, including, without limitation, information about Member and about Member’s art, and all materials that Member submits for public display through the Service.

"Curatious" means Curatious LLC and any entity which directly or indirectly controls, is controlled by, or is under common control with Curatious LLC.

"Curatious Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags incorporated into the Service by Curatious or provided by Curatious for use in connection with the Service.

"Service" means Curatious’ web-based art indices, databases, tools, and platform which are developed, operated, and maintained by Curatious, accessible via curatious.com or another designated URL, and any ancillary online or offline products and services provided to Member by Curatious, to which Member is being granted access under this Agreement. The Service includes the Curatious Content, and does not include Third-Party Products or other software or products provided by Curatious. 

"Third-Party Products" means professional services, online web-based applications and offline software products that are provided by third parties, interoperate with, or are used in connection with the Service, and are identified as being provided by third parties.

"Third-Party Sites" means third-party websites linked to from within the Service, including, without limitation, any communications services.

"User(s)" means Member’s employees, representatives, consultants, contractors, or agents who are authorized by Member to use the Service and who have been supplied user identifications and passwords by Member (or by Curatious at Member’s request).

The Service
As provided in this Agreement, Curatious will provide Member access to the Service. Member’s access to and use of the Service is governed by the terms of this Agreement.

Curatious adds features to and modifies the Service from time to time, in order to improve its members’ experience. Nothing in this Agreement shall prohibit Curatious from making such changes to the Service, provided that the Service, as so changed, shall be the Service as that term is used in this Agreement. Curatious reserves the right to provide some or all elements of the Service through use of third-party providers.

Member Support
Email support for the Service is available Monday through Friday, from 9AM to 5PM EST (GMT-5), excluding US national holidays. Click here for Contact details. Curatious uses commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for planned downtime for maintenance.

Curatious’ Proprietary Rights
This is an Agreement for access to the Service, and Member is not granted a license to any software by this Agreement. The Service is based upon proprietary Curatious technology and includes the Curatious Content. The Service is protected by applicable intellectual property and other laws, including patent, trademark, and copyright laws. The Service, including all intellectual property rights in the Service, belongs to and is the property of Curatious or its licensors (if any). Curatious owns and retains all copyrights in the Curatious Content.

The Curatious Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and Member agrees not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivative works based on the Curatious Content or the Service, in whole or in part, by any means, except as expressly authorized in writing by Curatious. 

Curatious, the Curatious logos, and other marks used by Curatious from time to time are trademarks and the property of Curatious. The appearance, layout, color scheme, and design of the curatious.com site are protected trade dress. Member does not receive any right or license to use the foregoing.

Curatious may use and incorporate into the Service any suggestions or other feedback relating to the Service provided by Member personnel, without payment or condition.

Member’s Proprietary Rights
As between the parties, Member shall own and retain all rights to Member Data, and this Agreement does not grant Curatious any rights to such materials. Member grants permission to Curatious and its licensors to use Member Data only as necessary to provide the Service to Member, and not for any other purpose.

Confidentiality of Member Data
Definition of Confidential Information As used herein, "Confidential Information" means all Member Data that Member has not made publicly available on the Service or elsewhere. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to Member, (ii) was known to Curatious prior to its disclosure by Member without breach of any obligation owed to Member, (iii) is received from a third party without breach of any obligation owed to Member, (iv) was independently developed by Curatious, or (v) that Member has agreed in writing to permit Curatious to disclose to others.

Protection of Confidential Information Curatious shall: (i) protect the confidentiality of the Confidential Information of Member using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of Member for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of Member to any third party, and (iv) limit access to Confidential Information of Member to those of its and its Affiliates’ employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with Curatious containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.

Compelled Disclosure Curatious may disclose Confidential Information of Member if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) Receiving Party will provide Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, Receiving Party shall disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event shall Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.

Use of Member Data
Curatious will use Member Data only in order to provide the Service to Member and only as permitted by applicable law, this Agreement, and Curatious’s Privacy Policy, located at Privacy or such other site as Curatious may select.
 
Curatious will monitor use of the Service by all of its Members in order to improve the Service and add features useful to its Members. Curatious may collect and use data related to such use, in an aggregate and anonymous manner, to compile statistical and performance information. Member agrees that Curatious may use and publish such aggregate and anonymous information, provided that such information does not identify Member. 

Curatious will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Member Data. Member consents to the processing of Member Data in the United States.

Use of the Service
Member’s access to the Service is conditioned upon its representations and warranties that it will not:
— Use, or allow its Users to use, the Service in violation of the terms of this Agreement;

— Copy, modify, create a derivative work from, reverse engineer, or reverse assemble the Service, or otherwise attempt to discover any source code or allow any third party to do so;

— Sell, assign, sublicense, distribute, commercially exploit, grant a security interest in, or otherwise transfer any right in or make available to a third party, the Curatious Content or Service in any way;

— Use or launch any automated system, including, without limitation, "robots," "spiders," or "offline readers," that accesses the Service in a manner that sends more request messages to the Curatious servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;

— Use the Service in any manner that damages, disables, overburdens, or impairs any Curatious website or interferes with any other party's use and enjoyment of the Service;

— Attempt to gain unauthorized access to the Service;

— Access the Service by any means other than through the interface that is provided by Curatious for use in accessing the Service;

— Use the Service for any purpose or in any manner that is unlawful or prohibited by this Agreement.

Any unauthorized use of any Curatious Content or the Service may violate patent, copyright, trademark, and other laws. Member agrees to cooperate with Curaitous to prevent any unauthorized copying of the Service or Curatious Content.

Member shall promptly notify Curatious of any unauthorized use of its Users’ identifications and passwords or its account by following the instructions at success.Curatious.com/log-a-support-request.

Member agrees to use third-party Communication Services only in compliance with these Terms of Use. Curatious reserves the right to terminate any User’s access to any or all of the Service for repeated violations of this Section and will provide reasonably contemporaneous telephonic or electronic notice to Member. Member agrees that when using the Service, Member will not:

— Publish, post, upload, distribute, or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.

— Publish, post, upload, distribute or disseminate any art or other material protected by intellectual property laws (or by rights of privacy or publicity) unless Member has all necessary rights and consents to do so.

— Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

— Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person's computer.

— Conduct or forward pyramid schemes or chain letters.

— Download any file submitted by another user of the Service that Member knows, or reasonably should know, cannot be legally distributed in such manner.

— Falsify or delete any author attributions, legal, or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

— Restrict or inhibit any other user from using and enjoying the Service.

— Violate any code of conduct or other guidelines, which may be applicable for any of the Service.

— Harvest or otherwise collect information about others, including e-mail addresses, without their consent.

— Violate any applicable laws or regulations.

Third-Party Sites and Products
Third-Party Sites and Products are not under Curatious’s control, and Curatious is not responsible for the contents of any Third-Party Site or Product, including, without limitation, any link contained in a Third-Party Site, or any changes or updates to a Third-Party Site or Product. Curatious is not responsible for webcasting or any other form of transmission received from any Third-Party Site. Any Third-Party Sites and Products are provided to Member only as a convenience, and the inclusion of any Third-Party Site or Product does not imply endorsement by Curatious of the Third-Party Site or Product or any association of Curatious with it.

Indemnification
Member will indemnify, defend and hold Curatious harmless, at its expense, against any third-party action brought against Curatious (and its officers, directors, employees, agents, service providers, licensors, and affiliates) to the extent that such claim is based upon or arises out of (a) Member’s use of the Service; (b) Member’s noncompliance with or breach of this Agreement, (c) Member’s use of Third-Party Products, or (d) the unauthorized use of the Service by any other person using Member’s User information. Member will indemnify Curatious for the amount of a final judgment entered by a court of competent jurisdiction or a settlement, plus reasonable attorneys’ fees, that result from such a claim as provided in this subsection, provided that Curatious shall: notify Member in writing within thirty (30) days of Curatious’ becoming aware of any such claim; give Member sole control of the defense or settlement of such a claim (provided that Member may not settle any such claim unless the settlement unconditionally releases Curatious of all liability); and provide Member (at Member’s expense) with any and all information and assistance reasonably requested by Member to handle the defense or settlement of the claim. 

Disclaimers and Limitations of Liability
CURATIOUS AND ITS SERVICE PROVIDERS, LICENSORS, AND SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE SERVICE OR THE CURATIOUS CONTENT FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICE, AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. CURATIOUS AND ITS SERVICE PROVIDERS, LICENSORS, AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SERVICE AND THE CURATIOUS CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CURATIOUS IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CURATIOUS AND ITS SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER TYPE OF DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR COVER OR LOSS OF USE, DATA, REVENUE, OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICE, WITH THE DELAY OR INABILITY TO USE THE SERVICE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICE, OR FOR ANY CURATIOUS CONTENT, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF CURATIOUS OR ANY OF CURATIOUS’ SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO MEMBER.

IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, CURATIOUS IS DETERMINED TO HAVE ANY LIABILITY TO MEMBER OR ANY THIRD PARTY FOR ANY LOSS, HARM, OR DAMAGE, MEMBER AGREES THAT THE AGGREGATE LIABILITY OF CURATIOUS AND ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, LICENSORS, OR SUPPLIERS SHALL, IN ALL CASES, BE LIMITED TO THE LESSER OF FIFTY DOLLARS OR THE TOTAL AMOUNTS ACTUALLY PAID BY MEMBER FOR THE SERVICE IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

CURATIOUS DISCLAIMS ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS USED BY MEMBER. CURATIOUS’ LIABILITY WITH RESPECT TO ANY THIRD-PARTY PRODUCTS OR THIRD PARTY CONTENT PROVIDED WITH THE SERVICE SHALL BE SUBJECT TO THIS SECTION. 

MEMBER UNDERSTANDS AND AGREES THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK AND AN ESSENTIAL PART OF THIS AGREEMENT. MEMBER UNDERSTANDS AND AGREES THAT, ABSENT MEMBER’S AGREEMENT TO THIS LIMITATION OF LIABILITY, CURATIOUS WOULD NOT PROVIDE THE SERVICE TO MEMBER. 

Termination, Suspension, and Expiration
— Termination or Suspension for Illegal Acts Curatious may terminate this Agreement or suspend Member’s access to the Service for any conduct of Member that violates applicable local, state, federal, or foreign laws or regulations. Curatious shall provide prompt electronic or telephonic notice of such event.

— Suspension for Ongoing Harm If Member’s use of the Service (a) is being subjected to denial of service attacks or other activity that is causing immediate, material, and ongoing harm to Curatious or others, or (ii) is being used to engage in denial of service attacks, spamming, or illegal activity, or (iii) is causing immediate, material, and ongoing harm to Curatious or others, then Curatious may, with reasonably contemporaneous electronic or telephonic notice to Member, suspend all or any access to the Service. In this extraordinary circumstance, Curatious will use commercially reasonable efforts to limit the suspension to the affected portion of the Service and promptly resolve the issues causing the suspension of the Service. Curatious shall not be liable to Member nor to any third party for any suspension of the Service in accordance with this subsection.

— Effect of Termination or Expiration Immediately upon termination or expiration of this Agreement as provided herein, Member shall cease all use of the Service and return or destroy all Curatious Content in its possession.

— Retrieval of Member Data Upon request by Member made within 30 days after the date of termination or expiration of this Agreement, Curatious will provide Member with temporary access to the Service to retrieve, or Curatious will provide Member with copies of, all Member Data then in its possession or control. After such 30-day period, Curatious shall have no obligation to maintain or provide any Member Data and shall thereafter, unless legally prohibited, delete all Member Data in its systems or otherwise in its possession or control.

General
— Amendment; No Waiver Curatious may update and change any part or all of this Agreement, including, but not limited to, fees and charges associated with the use of the Service. If Curatious updates or changes this Agreement, Curatious will post the updated Agreement at www.curatious.com/learn/terms-of-use. The updated Agreement will become effective and binding on the fifth business day after it is posted. When Curatious changes this Agreement, it will modify the "Last Modified" date above. Curatious encourages all of its Members to review this Agreement periodically. No delay in exercising any right or remedy will operate as a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be construed as a waiver of any right or remedy on any future occasion.

— Applicable Law To the maximum extent permitted by law, this Agreement shall be governed by the laws of the State of New York, U.S.A. without reference to conflicts of law principles, and both parties hereby consent to the exclusive jurisdiction and venue of courts in New York, New York, U.S. in all disputes arising out of or relating to the use of the Service. Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including, without limitation, this paragraph.

— Force Majeure Neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, Internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. 

— Actions Permitted Except for actions related to breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to the Agreement may be brought by either party more than one year after the cause of action has accrued.

— Relationship of the Parties Curatious and Member agree that no joint venture, partnership, employment, or agency relationship exists between Member and Curatious as a result of this Agreement or Member’s use of the Service.

— Compliance with Laws Curatious will comply with all applicable U.S. state and Federal laws in its provision of the Service and its handling of Member Data. Curatious’ provision of the Service is subject to existing laws and legal process, including Curatious’ rights and obligations to cooperate and comply with governmental, court, and law enforcement requests or requirements relating to Member’s use of the Service or information provided to or gathered by Curatious with respect to such use. Curatious reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request.

— Severability If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.

— Notices Notice shall be sent to the contact address set forth here (as such may be changed by notice given to the other party), and shall be deemed delivered as of the date of actual receipt. To Curatious: Curatious LLC, 515 Broadway Ste 3BF, New York NY 10012, Attention: Founder. To Member: Member’s address, if provided in Curatious’ account Information for Member, or email address. Curatious may give electronic notices applicable to its Service Member base by means of a general notice via the Service and may give electronic notices specific to Member by email to appropriate Member e-mail addresses on record in Curatious’ account information for Member. Curatious may give telephonic notice to Member by calls to appropriate numbers on record in Curatious’ account information for Member.

— Entire Agreement Unless otherwise expressly stated herein, this Agreement constitutes the entire agreement between Member and Curatious with respect to the Service and supersedes all prior or contemporaneous communications, proposals, and agreements, whether electronic, oral, or written, between Member and Curatious with respect to the subject of this Agreement. Curatious objects to and rejects any additional or different terms proposed by Member, including those contained in acceptance or website. Curatious’ failure to object elsewhere to any provisions of any subsequent document, communication, or act of Member shall not be deemed a waiver of any of the terms hereof. The party’s obligations hereunder are neither contingent on the delivery of any future functionality or features of the Service nor dependent on any oral or written public comments made by Curatious regarding future functionality or features of the Service.

— Assignment Member will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without Curatious’ prior written consent. Curatious may assign or transfer this agreement to any successor.

— Headings The headings of sections included in this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement.

— Language It is the express wish of the parties that this agreement and all related documents be drawn up in English.

— Contract for Services The parties intend this Agreement to be a contract for the provision of services and not a contract for the sale of goods. To the fullest extent permitted by law, the provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If Member is located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.

— Export Member agrees to comply with all applicable export laws.

— Authority Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

— Survival The following sections shall survive the expiration or termination of this Agreement: Proprietary Rights, Indemnification, Disclaimers, Limitations of Liability, Termination, Suspension and Expiration, and General.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING CURATIOUS

Last modified on November 1, 2015

This Agreement is a legally binding contract between you and Curatious LLC. Curatious provides the Service (as defined below) to you subject to and conditioned upon your acceptance of this Agreement. 

BY ACCESSING AND USING THE SERVICE IN ANY WAY, YOU AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, AND TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS, PLEASE DO NOT USE THE SERVICE OR THIS SITE, AND EXIT NOW.

Curatious may update and change any part or all of this Agreement, including, but not limited to, any fees and charges associated with the use of the Service. If we update or change this Agreement, we will post the updated version at www.curatious.com/learn/term-of-use. The updated Agreement will become effective and binding on the fifth business day after it is posted. When we change this Agreement, we will modify the "Last Modified" date above. We encourage you to review this Agreement periodically. For the purposes of these Terms of Use, "Member" means you or the entity on whose behalf you are agreeing to these Terms of Use, as identified in the applicable subscription form.

Definitions
“Agreement” means these Terms of Use and all materials referred or linked to in these Terms of Use.

"Member" means the person or entity agreeing to these terms and identified in the applicable subscription form.

"Member Data" means all information submitted by Member to or collected by Member via the Service, including, without limitation, information about Member and about Member’s art, and all materials that Member submits for public display through the Service.

"Curatious" means Curatious LLC and any entity which directly or indirectly controls, is controlled by, or is under common control with Curatious LLC.

"Curatious Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags incorporated into the Service by Curatious or provided by Curatious for use in connection with the Service.

"Service" means Curatious’ web-based art indices, databases, tools, and platform which are developed, operated, and maintained by Curatious, accessible via curatious.com or another designated URL, and any ancillary online or offline products and services provided to Member by Curatious, to which Member is being granted access under this Agreement. The Service includes the Curatious Content, and does not include Third-Party Products or other software or products provided by Curatious. 

"Third-Party Products" means professional services, online web-based applications and offline software products that are provided by third parties, interoperate with, or are used in connection with the Service, and are identified as being provided by third parties.

"Third-Party Sites" means third-party websites linked to from within the Service, including, without limitation, any communications services.

"User(s)" means Member’s employees, representatives, consultants, contractors, or agents who are authorized by Member to use the Service and who have been supplied user identifications and passwords by Member (or by Curatious at Member’s request).

The Service
As provided in this Agreement, Curatious will provide Member access to the Service. Member’s access to and use of the Service is governed by the terms of this Agreement.

Curatious adds features to and modifies the Service from time to time, in order to improve its members’ experience. Nothing in this Agreement shall prohibit Curatious from making such changes to the Service, provided that the Service, as so changed, shall be the Service as that term is used in this Agreement. Curatious reserves the right to provide some or all elements of the Service through use of third-party providers.

Member Support
Email support for the Service is available Monday through Friday, from 9AM to 5PM EST (GMT-5), excluding US national holidays. Click here for Contact details. Curatious uses commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for planned downtime for maintenance.

Curatious’ Proprietary Rights
This is an Agreement for access to the Service, and Member is not granted a license to any software by this Agreement. The Service is based upon proprietary Curatious technology and includes the Curatious Content. The Service is protected by applicable intellectual property and other laws, including patent, trademark, and copyright laws. The Service, including all intellectual property rights in the Service, belongs to and is the property of Curatious or its licensors (if any). Curatious owns and retains all copyrights in the Curatious Content.

The Curatious Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and Member agrees not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivative works based on the Curatious Content or the Service, in whole or in part, by any means, except as expressly authorized in writing by Curatious. 

Curatious, the Curatious logos, and other marks used by Curatious from time to time are trademarks and the property of Curatious. The appearance, layout, color scheme, and design of the curatious.com site are protected trade dress. Member does not receive any right or license to use the foregoing.

Curatious may use and incorporate into the Service any suggestions or other feedback relating to the Service provided by Member personnel, without payment or condition.

Member’s Proprietary Rights
As between the parties, Member shall own and retain all rights to Member Data, and this Agreement does not grant Curatious any rights to such materials. Member grants permission to Curatious and its licensors to use Member Data only as necessary to provide the Service to Member, and not for any other purpose.

Confidentiality of Member Data
Definition of Confidential Information As used herein, "Confidential Information" means all Member Data that Member has not made publicly available on the Service or elsewhere. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to Member, (ii) was known to Curatious prior to its disclosure by Member without breach of any obligation owed to Member, (iii) is received from a third party without breach of any obligation owed to Member, (iv) was independently developed by Curatious, or (v) that Member has agreed in writing to permit Curatious to disclose to others.

Protection of Confidential Information Curatious shall: (i) protect the confidentiality of the Confidential Information of Member using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of Member for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of Member to any third party, and (iv) limit access to Confidential Information of Member to those of its and its Affiliates’ employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with Curatious containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.

Compelled Disclosure Curatious may disclose Confidential Information of Member if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) Receiving Party will provide Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, Receiving Party shall disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event shall Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.

Use of Member Data
Curatious will use Member Data only in order to provide the Service to Member and only as permitted by applicable law, this Agreement, and Curatious’s Privacy Policy, located at Privacy or such other site as Curatious may select.
 
Curatious will monitor use of the Service by all of its Members in order to improve the Service and add features useful to its Members. Curatious may collect and use data related to such use, in an aggregate and anonymous manner, to compile statistical and performance information. Member agrees that Curatious may use and publish such aggregate and anonymous information, provided that such information does not identify Member. 

Curatious will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Member Data. Member consents to the processing of Member Data in the United States.

Use of the Service
Member’s access to the Service is conditioned upon its representations and warranties that it will not:
— Use, or allow its Users to use, the Service in violation of the terms of this Agreement;

— Copy, modify, create a derivative work from, reverse engineer, or reverse assemble the Service, or otherwise attempt to discover any source code or allow any third party to do so;

— Sell, assign, sublicense, distribute, commercially exploit, grant a security interest in, or otherwise transfer any right in or make available to a third party, the Curatious Content or Service in any way;

— Use or launch any automated system, including, without limitation, "robots," "spiders," or "offline readers," that accesses the Service in a manner that sends more request messages to the Curatious servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;

— Use the Service in any manner that damages, disables, overburdens, or impairs any Curatious website or interferes with any other party's use and enjoyment of the Service;

— Attempt to gain unauthorized access to the Service;

— Access the Service by any means other than through the interface that is provided by Curatious for use in accessing the Service;

— Use the Service for any purpose or in any manner that is unlawful or prohibited by this Agreement.

Any unauthorized use of any Curatious Content or the Service may violate patent, copyright, trademark, and other laws. Member agrees to cooperate with Curaitous to prevent any unauthorized copying of the Service or Curatious Content.

Member shall promptly notify Curatious of any unauthorized use of its Users’ identifications and passwords or its account by following the instructions at success.Curatious.com/log-a-support-request.

Member agrees to use third-party Communication Services only in compliance with these Terms of Use. Curatious reserves the right to terminate any User’s access to any or all of the Service for repeated violations of this Section and will provide reasonably contemporaneous telephonic or electronic notice to Member. Member agrees that when using the Service, Member will not:

— Publish, post, upload, distribute, or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.

— Publish, post, upload, distribute or disseminate any art or other material protected by intellectual property laws (or by rights of privacy or publicity) unless Member has all necessary rights and consents to do so.

— Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

— Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person's computer.

— Conduct or forward pyramid schemes or chain letters.

— Download any file submitted by another user of the Service that Member knows, or reasonably should know, cannot be legally distributed in such manner.

— Falsify or delete any author attributions, legal, or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

— Restrict or inhibit any other user from using and enjoying the Service.

— Violate any code of conduct or other guidelines, which may be applicable for any of the Service.

— Harvest or otherwise collect information about others, including e-mail addresses, without their consent.

— Violate any applicable laws or regulations.

Third-Party Sites and Products
Third-Party Sites and Products are not under Curatious’s control, and Curatious is not responsible for the contents of any Third-Party Site or Product, including, without limitation, any link contained in a Third-Party Site, or any changes or updates to a Third-Party Site or Product. Curatious is not responsible for webcasting or any other form of transmission received from any Third-Party Site. Any Third-Party Sites and Products are provided to Member only as a convenience, and the inclusion of any Third-Party Site or Product does not imply endorsement by Curatious of the Third-Party Site or Product or any association of Curatious with it.

Indemnification
Member will indemnify, defend and hold Curatious harmless, at its expense, against any third-party action brought against Curatious (and its officers, directors, employees, agents, service providers, licensors, and affiliates) to the extent that such claim is based upon or arises out of (a) Member’s use of the Service; (b) Member’s noncompliance with or breach of this Agreement, (c) Member’s use of Third-Party Products, or (d) the unauthorized use of the Service by any other person using Member’s User information. Member will indemnify Curatious for the amount of a final judgment entered by a court of competent jurisdiction or a settlement, plus reasonable attorneys’ fees, that result from such a claim as provided in this subsection, provided that Curatious shall: notify Member in writing within thirty (30) days of Curatious’ becoming aware of any such claim; give Member sole control of the defense or settlement of such a claim (provided that Member may not settle any such claim unless the settlement unconditionally releases Curatious of all liability); and provide Member (at Member’s expense) with any and all information and assistance reasonably requested by Member to handle the defense or settlement of the claim. 

Disclaimers and Limitations of Liability
CURATIOUS AND ITS SERVICE PROVIDERS, LICENSORS, AND SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE SERVICE OR THE CURATIOUS CONTENT FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICE, AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. CURATIOUS AND ITS SERVICE PROVIDERS, LICENSORS, AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SERVICE AND THE CURATIOUS CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CURATIOUS IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CURATIOUS AND ITS SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER TYPE OF DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR COVER OR LOSS OF USE, DATA, REVENUE, OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICE, WITH THE DELAY OR INABILITY TO USE THE SERVICE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICE, OR FOR ANY CURATIOUS CONTENT, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF CURATIOUS OR ANY OF CURATIOUS’ SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO MEMBER.

IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, CURATIOUS IS DETERMINED TO HAVE ANY LIABILITY TO MEMBER OR ANY THIRD PARTY FOR ANY LOSS, HARM, OR DAMAGE, MEMBER AGREES THAT THE AGGREGATE LIABILITY OF CURATIOUS AND ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, LICENSORS, OR SUPPLIERS SHALL, IN ALL CASES, BE LIMITED TO THE LESSER OF FIFTY DOLLARS OR THE TOTAL AMOUNTS ACTUALLY PAID BY MEMBER FOR THE SERVICE IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

CURATIOUS DISCLAIMS ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS USED BY MEMBER. CURATIOUS’ LIABILITY WITH RESPECT TO ANY THIRD-PARTY PRODUCTS OR THIRD PARTY CONTENT PROVIDED WITH THE SERVICE SHALL BE SUBJECT TO THIS SECTION. 

MEMBER UNDERSTANDS AND AGREES THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK AND AN ESSENTIAL PART OF THIS AGREEMENT. MEMBER UNDERSTANDS AND AGREES THAT, ABSENT MEMBER’S AGREEMENT TO THIS LIMITATION OF LIABILITY, CURATIOUS WOULD NOT PROVIDE THE SERVICE TO MEMBER. 

Termination, Suspension, and Expiration
— Termination or Suspension for Illegal Acts Curatious may terminate this Agreement or suspend Member’s access to the Service for any conduct of Member that violates applicable local, state, federal, or foreign laws or regulations. Curatious shall provide prompt electronic or telephonic notice of such event.

— Suspension for Ongoing Harm If Member’s use of the Service (a) is being subjected to denial of service attacks or other activity that is causing immediate, material, and ongoing harm to Curatious or others, or (ii) is being used to engage in denial of service attacks, spamming, or illegal activity, or (iii) is causing immediate, material, and ongoing harm to Curatious or others, then Curatious may, with reasonably contemporaneous electronic or telephonic notice to Member, suspend all or any access to the Service. In this extraordinary circumstance, Curatious will use commercially reasonable efforts to limit the suspension to the affected portion of the Service and promptly resolve the issues causing the suspension of the Service. Curatious shall not be liable to Member nor to any third party for any suspension of the Service in accordance with this subsection.

— Effect of Termination or Expiration Immediately upon termination or expiration of this Agreement as provided herein, Member shall cease all use of the Service and return or destroy all Curatious Content in its possession.

— Retrieval of Member Data Upon request by Member made within 30 days after the date of termination or expiration of this Agreement, Curatious will provide Member with temporary access to the Service to retrieve, or Curatious will provide Member with copies of, all Member Data then in its possession or control. After such 30-day period, Curatious shall have no obligation to maintain or provide any Member Data and shall thereafter, unless legally prohibited, delete all Member Data in its systems or otherwise in its possession or control.

General
— Amendment; No Waiver Curatious may update and change any part or all of this Agreement, including, but not limited to, fees and charges associated with the use of the Service. If Curatious updates or changes this Agreement, Curatious will post the updated Agreement at www.curatious.com/learn/terms-of-use. The updated Agreement will become effective and binding on the fifth business day after it is posted. When Curatious changes this Agreement, it will modify the "Last Modified" date above. Curatious encourages all of its Members to review this Agreement periodically. No delay in exercising any right or remedy will operate as a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be construed as a waiver of any right or remedy on any future occasion.

— Applicable Law To the maximum extent permitted by law, this Agreement shall be governed by the laws of the State of New York, U.S.A. without reference to conflicts of law principles, and both parties hereby consent to the exclusive jurisdiction and venue of courts in New York, New York, U.S. in all disputes arising out of or relating to the use of the Service. Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including, without limitation, this paragraph.

— Force Majeure Neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, Internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. 

— Actions Permitted Except for actions related to breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to the Agreement may be brought by either party more than one year after the cause of action has accrued.

— Relationship of the Parties Curatious and Member agree that no joint venture, partnership, employment, or agency relationship exists between Member and Curatious as a result of this Agreement or Member’s use of the Service.

— Compliance with Laws Curatious will comply with all applicable U.S. state and Federal laws in its provision of the Service and its handling of Member Data. Curatious’ provision of the Service is subject to existing laws and legal process, including Curatious’ rights and obligations to cooperate and comply with governmental, court, and law enforcement requests or requirements relating to Member’s use of the Service or information provided to or gathered by Curatious with respect to such use. Curatious reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request.

— Severability If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.

— Notices Notice shall be sent to the contact address set forth here (as such may be changed by notice given to the other party), and shall be deemed delivered as of the date of actual receipt. To Curatious: Curatious LLC, 515 Broadway Ste 3BF, New York NY 10012, Attention: Founder. To Member: Member’s address, if provided in Curatious’ account Information for Member, or email address. Curatious may give electronic notices applicable to its Service Member base by means of a general notice via the Service and may give electronic notices specific to Member by email to appropriate Member e-mail addresses on record in Curatious’ account information for Member. Curatious may give telephonic notice to Member by calls to appropriate numbers on record in Curatious’ account information for Member.

— Entire Agreement Unless otherwise expressly stated herein, this Agreement constitutes the entire agreement between Member and Curatious with respect to the Service and supersedes all prior or contemporaneous communications, proposals, and agreements, whether electronic, oral, or written, between Member and Curatious with respect to the subject of this Agreement. Curatious objects to and rejects any additional or different terms proposed by Member, including those contained in acceptance or website. Curatious’ failure to object elsewhere to any provisions of any subsequent document, communication, or act of Member shall not be deemed a waiver of any of the terms hereof. The party’s obligations hereunder are neither contingent on the delivery of any future functionality or features of the Service nor dependent on any oral or written public comments made by Curatious regarding future functionality or features of the Service.

— Assignment Member will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without Curatious’ prior written consent. Curatious may assign or transfer this agreement to any successor.

— Headings The headings of sections included in this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement.

— Language It is the express wish of the parties that this agreement and all related documents be drawn up in English.

— Contract for Services The parties intend this Agreement to be a contract for the provision of services and not a contract for the sale of goods. To the fullest extent permitted by law, the provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If Member is located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.

— Export Member agrees to comply with all applicable export laws.

— Authority Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

— Survival The following sections shall survive the expiration or termination of this Agreement: Proprietary Rights, Indemnification, Disclaimers, Limitations of Liability, Termination, Suspension and Expiration, and General.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING CURATIOUS

Last modified on November 1, 2015

This Agreement is a legally binding contract between you and Curatious LLC. Curatious provides the Service (as defined below) to you subject to and conditioned upon your acceptance of this Agreement. 

BY ACCESSING AND USING THE SERVICE IN ANY WAY, YOU AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, AND TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS, PLEASE DO NOT USE THE SERVICE OR THIS SITE, AND EXIT NOW.

Curatious may update and change any part or all of this Agreement, including, but not limited to, any fees and charges associated with the use of the Service. If we update or change this Agreement, we will post the updated version at www.curatious.com/learn/term-of-use. The updated Agreement will become effective and binding on the fifth business day after it is posted. When we change this Agreement, we will modify the "Last Modified" date above. We encourage you to review this Agreement periodically. For the purposes of these Terms of Use, "Member" means you or the entity on whose behalf you are agreeing to these Terms of Use, as identified in the applicable subscription form.

Definitions
“Agreement” means these Terms of Use and all materials referred or linked to in these Terms of Use.

"Member" means the person or entity agreeing to these terms and identified in the applicable subscription form.

"Member Data" means all information submitted by Member to or collected by Member via the Service, including, without limitation, information about Member and about Member’s art, and all materials that Member submits for public display through the Service.

"Curatious" means Curatious LLC and any entity which directly or indirectly controls, is controlled by, or is under common control with Curatious LLC.

"Curatious Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags incorporated into the Service by Curatious or provided by Curatious for use in connection with the Service.

"Service" means Curatious’ web-based art indices, databases, tools, and platform which are developed, operated, and maintained by Curatious, accessible via curatious.com or another designated URL, and any ancillary online or offline products and services provided to Member by Curatious, to which Member is being granted access under this Agreement. The Service includes the Curatious Content, and does not include Third-Party Products or other software or products provided by Curatious. 

"Third-Party Products" means professional services, online web-based applications and offline software products that are provided by third parties, interoperate with, or are used in connection with the Service, and are identified as being provided by third parties.

"Third-Party Sites" means third-party websites linked to from within the Service, including, without limitation, any communications services.

"User(s)" means Member’s employees, representatives, consultants, contractors, or agents who are authorized by Member to use the Service and who have been supplied user identifications and passwords by Member (or by Curatious at Member’s request).

The Service
As provided in this Agreement, Curatious will provide Member access to the Service. Member’s access to and use of the Service is governed by the terms of this Agreement.

Curatious adds features to and modifies the Service from time to time, in order to improve its members’ experience. Nothing in this Agreement shall prohibit Curatious from making such changes to the Service, provided that the Service, as so changed, shall be the Service as that term is used in this Agreement. Curatious reserves the right to provide some or all elements of the Service through use of third-party providers.

Member Support
Email support for the Service is available Monday through Friday, from 9AM to 5PM EST (GMT-5), excluding US national holidays. Click here for Contact details. Curatious uses commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for planned downtime for maintenance.

Curatious’ Proprietary Rights
This is an Agreement for access to the Service, and Member is not granted a license to any software by this Agreement. The Service is based upon proprietary Curatious technology and includes the Curatious Content. The Service is protected by applicable intellectual property and other laws, including patent, trademark, and copyright laws. The Service, including all intellectual property rights in the Service, belongs to and is the property of Curatious or its licensors (if any). Curatious owns and retains all copyrights in the Curatious Content.

The Curatious Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and Member agrees not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivative works based on the Curatious Content or the Service, in whole or in part, by any means, except as expressly authorized in writing by Curatious. 

Curatious, the Curatious logos, and other marks used by Curatious from time to time are trademarks and the property of Curatious. The appearance, layout, color scheme, and design of the curatious.com site are protected trade dress. Member does not receive any right or license to use the foregoing.

Curatious may use and incorporate into the Service any suggestions or other feedback relating to the Service provided by Member personnel, without payment or condition.

Member’s Proprietary Rights
As between the parties, Member shall own and retain all rights to Member Data, and this Agreement does not grant Curatious any rights to such materials. Member grants permission to Curatious and its licensors to use Member Data only as necessary to provide the Service to Member, and not for any other purpose.

Confidentiality of Member Data
Definition of Confidential Information As used herein, "Confidential Information" means all Member Data that Member has not made publicly available on the Service or elsewhere. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to Member, (ii) was known to Curatious prior to its disclosure by Member without breach of any obligation owed to Member, (iii) is received from a third party without breach of any obligation owed to Member, (iv) was independently developed by Curatious, or (v) that Member has agreed in writing to permit Curatious to disclose to others.

Protection of Confidential Information Curatious shall: (i) protect the confidentiality of the Confidential Information of Member using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of Member for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of Member to any third party, and (iv) limit access to Confidential Information of Member to those of its and its Affiliates’ employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with Curatious containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.

Compelled Disclosure Curatious may disclose Confidential Information of Member if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) Receiving Party will provide Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, Receiving Party shall disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event shall Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.

Use of Member Data
Curatious will use Member Data only in order to provide the Service to Member and only as permitted by applicable law, this Agreement, and Curatious’s Privacy Policy, located at Privacy or such other site as Curatious may select.
 
Curatious will monitor use of the Service by all of its Members in order to improve the Service and add features useful to its Members. Curatious may collect and use data related to such use, in an aggregate and anonymous manner, to compile statistical and performance information. Member agrees that Curatious may use and publish such aggregate and anonymous information, provided that such information does not identify Member. 

Curatious will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Member Data. Member consents to the processing of Member Data in the United States.

Use of the Service
Member’s access to the Service is conditioned upon its representations and warranties that it will not:
— Use, or allow its Users to use, the Service in violation of the terms of this Agreement;

— Copy, modify, create a derivative work from, reverse engineer, or reverse assemble the Service, or otherwise attempt to discover any source code or allow any third party to do so;

— Sell, assign, sublicense, distribute, commercially exploit, grant a security interest in, or otherwise transfer any right in or make available to a third party, the Curatious Content or Service in any way;

— Use or launch any automated system, including, without limitation, "robots," "spiders," or "offline readers," that accesses the Service in a manner that sends more request messages to the Curatious servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;

— Use the Service in any manner that damages, disables, overburdens, or impairs any Curatious website or interferes with any other party's use and enjoyment of the Service;

— Attempt to gain unauthorized access to the Service;

— Access the Service by any means other than through the interface that is provided by Curatious for use in accessing the Service;

— Use the Service for any purpose or in any manner that is unlawful or prohibited by this Agreement.

Any unauthorized use of any Curatious Content or the Service may violate patent, copyright, trademark, and other laws. Member agrees to cooperate with Curaitous to prevent any unauthorized copying of the Service or Curatious Content.

Member shall promptly notify Curatious of any unauthorized use of its Users’ identifications and passwords or its account by following the instructions at success.Curatious.com/log-a-support-request.

Member agrees to use third-party Communication Services only in compliance with these Terms of Use. Curatious reserves the right to terminate any User’s access to any or all of the Service for repeated violations of this Section and will provide reasonably contemporaneous telephonic or electronic notice to Member. Member agrees that when using the Service, Member will not:

— Publish, post, upload, distribute, or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.

— Publish, post, upload, distribute or disseminate any art or other material protected by intellectual property laws (or by rights of privacy or publicity) unless Member has all necessary rights and consents to do so.

— Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

— Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person's computer.

— Conduct or forward pyramid schemes or chain letters.

— Download any file submitted by another user of the Service that Member knows, or reasonably should know, cannot be legally distributed in such manner.

— Falsify or delete any author attributions, legal, or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

— Restrict or inhibit any other user from using and enjoying the Service.

— Violate any code of conduct or other guidelines, which may be applicable for any of the Service.

— Harvest or otherwise collect information about others, including e-mail addresses, without their consent.

— Violate any applicable laws or regulations.

Third-Party Sites and Products
Third-Party Sites and Products are not under Curatious’s control, and Curatious is not responsible for the contents of any Third-Party Site or Product, including, without limitation, any link contained in a Third-Party Site, or any changes or updates to a Third-Party Site or Product. Curatious is not responsible for webcasting or any other form of transmission received from any Third-Party Site. Any Third-Party Sites and Products are provided to Member only as a convenience, and the inclusion of any Third-Party Site or Product does not imply endorsement by Curatious of the Third-Party Site or Product or any association of Curatious with it.

Indemnification
Member will indemnify, defend and hold Curatious harmless, at its expense, against any third-party action brought against Curatious (and its officers, directors, employees, agents, service providers, licensors, and affiliates) to the extent that such claim is based upon or arises out of (a) Member’s use of the Service; (b) Member’s noncompliance with or breach of this Agreement, (c) Member’s use of Third-Party Products, or (d) the unauthorized use of the Service by any other person using Member’s User information. Member will indemnify Curatious for the amount of a final judgment entered by a court of competent jurisdiction or a settlement, plus reasonable attorneys’ fees, that result from such a claim as provided in this subsection, provided that Curatious shall: notify Member in writing within thirty (30) days of Curatious’ becoming aware of any such claim; give Member sole control of the defense or settlement of such a claim (provided that Member may not settle any such claim unless the settlement unconditionally releases Curatious of all liability); and provide Member (at Member’s expense) with any and all information and assistance reasonably requested by Member to handle the defense or settlement of the claim. 

Disclaimers and Limitations of Liability
CURATIOUS AND ITS SERVICE PROVIDERS, LICENSORS, AND SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE SERVICE OR THE CURATIOUS CONTENT FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICE, AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. CURATIOUS AND ITS SERVICE PROVIDERS, LICENSORS, AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SERVICE AND THE CURATIOUS CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CURATIOUS IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CURATIOUS AND ITS SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER TYPE OF DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR COVER OR LOSS OF USE, DATA, REVENUE, OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICE, WITH THE DELAY OR INABILITY TO USE THE SERVICE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICE, OR FOR ANY CURATIOUS CONTENT, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF CURATIOUS OR ANY OF CURATIOUS’ SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO MEMBER.

IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, CURATIOUS IS DETERMINED TO HAVE ANY LIABILITY TO MEMBER OR ANY THIRD PARTY FOR ANY LOSS, HARM, OR DAMAGE, MEMBER AGREES THAT THE AGGREGATE LIABILITY OF CURATIOUS AND ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, LICENSORS, OR SUPPLIERS SHALL, IN ALL CASES, BE LIMITED TO THE LESSER OF FIFTY DOLLARS OR THE TOTAL AMOUNTS ACTUALLY PAID BY MEMBER FOR THE SERVICE IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

CURATIOUS DISCLAIMS ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS USED BY MEMBER. CURATIOUS’ LIABILITY WITH RESPECT TO ANY THIRD-PARTY PRODUCTS OR THIRD PARTY CONTENT PROVIDED WITH THE SERVICE SHALL BE SUBJECT TO THIS SECTION. 

MEMBER UNDERSTANDS AND AGREES THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK AND AN ESSENTIAL PART OF THIS AGREEMENT. MEMBER UNDERSTANDS AND AGREES THAT, ABSENT MEMBER’S AGREEMENT TO THIS LIMITATION OF LIABILITY, CURATIOUS WOULD NOT PROVIDE THE SERVICE TO MEMBER. 

Termination, Suspension, and Expiration
— Termination or Suspension for Illegal Acts Curatious may terminate this Agreement or suspend Member’s access to the Service for any conduct of Member that violates applicable local, state, federal, or foreign laws or regulations. Curatious shall provide prompt electronic or telephonic notice of such event.

— Suspension for Ongoing Harm If Member’s use of the Service (a) is being subjected to denial of service attacks or other activity that is causing immediate, material, and ongoing harm to Curatious or others, or (ii) is being used to engage in denial of service attacks, spamming, or illegal activity, or (iii) is causing immediate, material, and ongoing harm to Curatious or others, then Curatious may, with reasonably contemporaneous electronic or telephonic notice to Member, suspend all or any access to the Service. In this extraordinary circumstance, Curatious will use commercially reasonable efforts to limit the suspension to the affected portion of the Service and promptly resolve the issues causing the suspension of the Service. Curatious shall not be liable to Member nor to any third party for any suspension of the Service in accordance with this subsection.

— Effect of Termination or Expiration Immediately upon termination or expiration of this Agreement as provided herein, Member shall cease all use of the Service and return or destroy all Curatious Content in its possession.

— Retrieval of Member Data Upon request by Member made within 30 days after the date of termination or expiration of this Agreement, Curatious will provide Member with temporary access to the Service to retrieve, or Curatious will provide Member with copies of, all Member Data then in its possession or control. After such 30-day period, Curatious shall have no obligation to maintain or provide any Member Data and shall thereafter, unless legally prohibited, delete all Member Data in its systems or otherwise in its possession or control.

General
— Amendment; No Waiver Curatious may update and change any part or all of this Agreement, including, but not limited to, fees and charges associated with the use of the Service. If Curatious updates or changes this Agreement, Curatious will post the updated Agreement at www.curatious.com/learn/terms-of-use. The updated Agreement will become effective and binding on the fifth business day after it is posted. When Curatious changes this Agreement, it will modify the "Last Modified" date above. Curatious encourages all of its Members to review this Agreement periodically. No delay in exercising any right or remedy will operate as a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be construed as a waiver of any right or remedy on any future occasion.

— Applicable Law To the maximum extent permitted by law, this Agreement shall be governed by the laws of the State of New York, U.S.A. without reference to conflicts of law principles, and both parties hereby consent to the exclusive jurisdiction and venue of courts in New York, New York, U.S. in all disputes arising out of or relating to the use of the Service. Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including, without limitation, this paragraph.

— Force Majeure Neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, Internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. 

— Actions Permitted Except for actions related to breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to the Agreement may be brought by either party more than one year after the cause of action has accrued.

— Relationship of the Parties Curatious and Member agree that no joint venture, partnership, employment, or agency relationship exists between Member and Curatious as a result of this Agreement or Member’s use of the Service.

— Compliance with Laws Curatious will comply with all applicable U.S. state and Federal laws in its provision of the Service and its handling of Member Data. Curatious’ provision of the Service is subject to existing laws and legal process, including Curatious’ rights and obligations to cooperate and comply with governmental, court, and law enforcement requests or requirements relating to Member’s use of the Service or information provided to or gathered by Curatious with respect to such use. Curatious reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request.

— Severability If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.

— Notices Notice shall be sent to the contact address set forth here (as such may be changed by notice given to the other party), and shall be deemed delivered as of the date of actual receipt. To Curatious: Curatious LLC, 515 Broadway Ste 3BF, New York NY 10012, Attention: Founder. To Member: Member’s address, if provided in Curatious’ account Information for Member, or email address. Curatious may give electronic notices applicable to its Service Member base by means of a general notice via the Service and may give electronic notices specific to Member by email to appropriate Member e-mail addresses on record in Curatious’ account information for Member. Curatious may give telephonic notice to Member by calls to appropriate numbers on record in Curatious’ account information for Member.

— Entire Agreement Unless otherwise expressly stated herein, this Agreement constitutes the entire agreement between Member and Curatious with respect to the Service and supersedes all prior or contemporaneous communications, proposals, and agreements, whether electronic, oral, or written, between Member and Curatious with respect to the subject of this Agreement. Curatious objects to and rejects any additional or different terms proposed by Member, including those contained in acceptance or website. Curatious’ failure to object elsewhere to any provisions of any subsequent document, communication, or act of Member shall not be deemed a waiver of any of the terms hereof. The party’s obligations hereunder are neither contingent on the delivery of any future functionality or features of the Service nor dependent on any oral or written public comments made by Curatious regarding future functionality or features of the Service.

— Assignment Member will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without Curatious’ prior written consent. Curatious may assign or transfer this agreement to any successor.

— Headings The headings of sections included in this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement.

— Language It is the express wish of the parties that this agreement and all related documents be drawn up in English.

— Contract for Services The parties intend this Agreement to be a contract for the provision of services and not a contract for the sale of goods. To the fullest extent permitted by law, the provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If Member is located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.

— Export Member agrees to comply with all applicable export laws.

— Authority Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

— Survival The following sections shall survive the expiration or termination of this Agreement: Proprietary Rights, Indemnification, Disclaimers, Limitations of Liability, Termination, Suspension and Expiration, and General.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING CURATIOUS

Last modified on November 1, 2015

This Agreement is a legally binding contract between you and Curatious LLC. Curatious provides the Service (as defined below) to you subject to and conditioned upon your acceptance of this Agreement. 

BY ACCESSING AND USING THE SERVICE IN ANY WAY, YOU AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, AND TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS, PLEASE DO NOT USE THE SERVICE OR THIS SITE, AND EXIT NOW.

Curatious may update and change any part or all of this Agreement, including, but not limited to, any fees and charges associated with the use of the Service. If we update or change this Agreement, we will post the updated version at www.curatious.com/learn/term-of-use. The updated Agreement will become effective and binding on the fifth business day after it is posted. When we change this Agreement, we will modify the "Last Modified" date above. We encourage you to review this Agreement periodically. For the purposes of these Terms of Use, "Member" means you or the entity on whose behalf you are agreeing to these Terms of Use, as identified in the applicable subscription form.

Definitions
“Agreement” means these Terms of Use and all materials referred or linked to in these Terms of Use.

"Member" means the person or entity agreeing to these terms and identified in the applicable subscription form.

"Member Data" means all information submitted by Member to or collected by Member via the Service, including, without limitation, information about Member and about Member’s art, and all materials that Member submits for public display through the Service.

"Curatious" means Curatious LLC and any entity which directly or indirectly controls, is controlled by, or is under common control with Curatious LLC.

"Curatious Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags incorporated into the Service by Curatious or provided by Curatious for use in connection with the Service.

"Service" means Curatious’ web-based art indices, databases, tools, and platform which are developed, operated, and maintained by Curatious, accessible via curatious.com or another designated URL, and any ancillary online or offline products and services provided to Member by Curatious, to which Member is being granted access under this Agreement. The Service includes the Curatious Content, and does not include Third-Party Products or other software or products provided by Curatious. 

"Third-Party Products" means professional services, online web-based applications and offline software products that are provided by third parties, interoperate with, or are used in connection with the Service, and are identified as being provided by third parties.

"Third-Party Sites" means third-party websites linked to from within the Service, including, without limitation, any communications services.

"User(s)" means Member’s employees, representatives, consultants, contractors, or agents who are authorized by Member to use the Service and who have been supplied user identifications and passwords by Member (or by Curatious at Member’s request).

The Service
As provided in this Agreement, Curatious will provide Member access to the Service. Member’s access to and use of the Service is governed by the terms of this Agreement.

Curatious adds features to and modifies the Service from time to time, in order to improve its members’ experience. Nothing in this Agreement shall prohibit Curatious from making such changes to the Service, provided that the Service, as so changed, shall be the Service as that term is used in this Agreement. Curatious reserves the right to provide some or all elements of the Service through use of third-party providers.

Member Support
Email support for the Service is available Monday through Friday, from 9AM to 5PM EST (GMT-5), excluding US national holidays. Click here for Contact details. Curatious uses commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for planned downtime for maintenance.

Curatious’ Proprietary Rights
This is an Agreement for access to the Service, and Member is not granted a license to any software by this Agreement. The Service is based upon proprietary Curatious technology and includes the Curatious Content. The Service is protected by applicable intellectual property and other laws, including patent, trademark, and copyright laws. The Service, including all intellectual property rights in the Service, belongs to and is the property of Curatious or its licensors (if any). Curatious owns and retains all copyrights in the Curatious Content.

The Curatious Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and Member agrees not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivative works based on the Curatious Content or the Service, in whole or in part, by any means, except as expressly authorized in writing by Curatious. 

Curatious, the Curatious logos, and other marks used by Curatious from time to time are trademarks and the property of Curatious. The appearance, layout, color scheme, and design of the curatious.com site are protected trade dress. Member does not receive any right or license to use the foregoing.

Curatious may use and incorporate into the Service any suggestions or other feedback relating to the Service provided by Member personnel, without payment or condition.

Member’s Proprietary Rights
As between the parties, Member shall own and retain all rights to Member Data, and this Agreement does not grant Curatious any rights to such materials. Member grants permission to Curatious and its licensors to use Member Data only as necessary to provide the Service to Member, and not for any other purpose.

Confidentiality of Member Data
Definition of Confidential Information As used herein, "Confidential Information" means all Member Data that Member has not made publicly available on the Service or elsewhere. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to Member, (ii) was known to Curatious prior to its disclosure by Member without breach of any obligation owed to Member, (iii) is received from a third party without breach of any obligation owed to Member, (iv) was independently developed by Curatious, or (v) that Member has agreed in writing to permit Curatious to disclose to others.

Protection of Confidential Information Curatious shall: (i) protect the confidentiality of the Confidential Information of Member using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of Member for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of Member to any third party, and (iv) limit access to Confidential Information of Member to those of its and its Affiliates’ employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with Curatious containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.

Compelled Disclosure Curatious may disclose Confidential Information of Member if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) Receiving Party will provide Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, Receiving Party shall disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event shall Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.

Use of Member Data
Curatious will use Member Data only in order to provide the Service to Member and only as permitted by applicable law, this Agreement, and Curatious’s Privacy Policy, located at Privacy or such other site as Curatious may select.
 
Curatious will monitor use of the Service by all of its Members in order to improve the Service and add features useful to its Members. Curatious may collect and use data related to such use, in an aggregate and anonymous manner, to compile statistical and performance information. Member agrees that Curatious may use and publish such aggregate and anonymous information, provided that such information does not identify Member. 

Curatious will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Member Data. Member consents to the processing of Member Data in the United States.

Use of the Service
Member’s access to the Service is conditioned upon its representations and warranties that it will not:
— Use, or allow its Users to use, the Service in violation of the terms of this Agreement;

— Copy, modify, create a derivative work from, reverse engineer, or reverse assemble the Service, or otherwise attempt to discover any source code or allow any third party to do so;

— Sell, assign, sublicense, distribute, commercially exploit, grant a security interest in, or otherwise transfer any right in or make available to a third party, the Curatious Content or Service in any way;

— Use or launch any automated system, including, without limitation, "robots," "spiders," or "offline readers," that accesses the Service in a manner that sends more request messages to the Curatious servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;

— Use the Service in any manner that damages, disables, overburdens, or impairs any Curatious website or interferes with any other party's use and enjoyment of the Service;

— Attempt to gain unauthorized access to the Service;

— Access the Service by any means other than through the interface that is provided by Curatious for use in accessing the Service;

— Use the Service for any purpose or in any manner that is unlawful or prohibited by this Agreement.

Any unauthorized use of any Curatious Content or the Service may violate patent, copyright, trademark, and other laws. Member agrees to cooperate with Curaitous to prevent any unauthorized copying of the Service or Curatious Content.

Member shall promptly notify Curatious of any unauthorized use of its Users’ identifications and passwords or its account by following the instructions at success.Curatious.com/log-a-support-request.

Member agrees to use third-party Communication Services only in compliance with these Terms of Use. Curatious reserves the right to terminate any User’s access to any or all of the Service for repeated violations of this Section and will provide reasonably contemporaneous telephonic or electronic notice to Member. Member agrees that when using the Service, Member will not:

— Publish, post, upload, distribute, or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.

— Publish, post, upload, distribute or disseminate any art or other material protected by intellectual property laws (or by rights of privacy or publicity) unless Member has all necessary rights and consents to do so.

— Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

— Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person's computer.

— Conduct or forward pyramid schemes or chain letters.

— Download any file submitted by another user of the Service that Member knows, or reasonably should know, cannot be legally distributed in such manner.

— Falsify or delete any author attributions, legal, or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

— Restrict or inhibit any other user from using and enjoying the Service.

— Violate any code of conduct or other guidelines, which may be applicable for any of the Service.

— Harvest or otherwise collect information about others, including e-mail addresses, without their consent.

— Violate any applicable laws or regulations.

Third-Party Sites and Products
Third-Party Sites and Products are not under Curatious’s control, and Curatious is not responsible for the contents of any Third-Party Site or Product, including, without limitation, any link contained in a Third-Party Site, or any changes or updates to a Third-Party Site or Product. Curatious is not responsible for webcasting or any other form of transmission received from any Third-Party Site. Any Third-Party Sites and Products are provided to Member only as a convenience, and the inclusion of any Third-Party Site or Product does not imply endorsement by Curatious of the Third-Party Site or Product or any association of Curatious with it.

Indemnification
Member will indemnify, defend and hold Curatious harmless, at its expense, against any third-party action brought against Curatious (and its officers, directors, employees, agents, service providers, licensors, and affiliates) to the extent that such claim is based upon or arises out of (a) Member’s use of the Service; (b) Member’s noncompliance with or breach of this Agreement, (c) Member’s use of Third-Party Products, or (d) the unauthorized use of the Service by any other person using Member’s User information. Member will indemnify Curatious for the amount of a final judgment entered by a court of competent jurisdiction or a settlement, plus reasonable attorneys’ fees, that result from such a claim as provided in this subsection, provided that Curatious shall: notify Member in writing within thirty (30) days of Curatious’ becoming aware of any such claim; give Member sole control of the defense or settlement of such a claim (provided that Member may not settle any such claim unless the settlement unconditionally releases Curatious of all liability); and provide Member (at Member’s expense) with any and all information and assistance reasonably requested by Member to handle the defense or settlement of the claim. 

Disclaimers and Limitations of Liability
CURATIOUS AND ITS SERVICE PROVIDERS, LICENSORS, AND SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE SERVICE OR THE CURATIOUS CONTENT FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICE, AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. CURATIOUS AND ITS SERVICE PROVIDERS, LICENSORS, AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SERVICE AND THE CURATIOUS CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CURATIOUS IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CURATIOUS AND ITS SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER TYPE OF DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR COVER OR LOSS OF USE, DATA, REVENUE, OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICE, WITH THE DELAY OR INABILITY TO USE THE SERVICE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICE, OR FOR ANY CURATIOUS CONTENT, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF CURATIOUS OR ANY OF CURATIOUS’ SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO MEMBER.

IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, CURATIOUS IS DETERMINED TO HAVE ANY LIABILITY TO MEMBER OR ANY THIRD PARTY FOR ANY LOSS, HARM, OR DAMAGE, MEMBER AGREES THAT THE AGGREGATE LIABILITY OF CURATIOUS AND ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, LICENSORS, OR SUPPLIERS SHALL, IN ALL CASES, BE LIMITED TO THE LESSER OF FIFTY DOLLARS OR THE TOTAL AMOUNTS ACTUALLY PAID BY MEMBER FOR THE SERVICE IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

CURATIOUS DISCLAIMS ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS USED BY MEMBER. CURATIOUS’ LIABILITY WITH RESPECT TO ANY THIRD-PARTY PRODUCTS OR THIRD PARTY CONTENT PROVIDED WITH THE SERVICE SHALL BE SUBJECT TO THIS SECTION. 

MEMBER UNDERSTANDS AND AGREES THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK AND AN ESSENTIAL PART OF THIS AGREEMENT. MEMBER UNDERSTANDS AND AGREES THAT, ABSENT MEMBER’S AGREEMENT TO THIS LIMITATION OF LIABILITY, CURATIOUS WOULD NOT PROVIDE THE SERVICE TO MEMBER. 

Termination, Suspension, and Expiration
— Termination or Suspension for Illegal Acts Curatious may terminate this Agreement or suspend Member’s access to the Service for any conduct of Member that violates applicable local, state, federal, or foreign laws or regulations. Curatious shall provide prompt electronic or telephonic notice of such event.

— Suspension for Ongoing Harm If Member’s use of the Service (a) is being subjected to denial of service attacks or other activity that is causing immediate, material, and ongoing harm to Curatious or others, or (ii) is being used to engage in denial of service attacks, spamming, or illegal activity, or (iii) is causing immediate, material, and ongoing harm to Curatious or others, then Curatious may, with reasonably contemporaneous electronic or telephonic notice to Member, suspend all or any access to the Service. In this extraordinary circumstance, Curatious will use commercially reasonable efforts to limit the suspension to the affected portion of the Service and promptly resolve the issues causing the suspension of the Service. Curatious shall not be liable to Member nor to any third party for any suspension of the Service in accordance with this subsection.

— Effect of Termination or Expiration Immediately upon termination or expiration of this Agreement as provided herein, Member shall cease all use of the Service and return or destroy all Curatious Content in its possession.

— Retrieval of Member Data Upon request by Member made within 30 days after the date of termination or expiration of this Agreement, Curatious will provide Member with temporary access to the Service to retrieve, or Curatious will provide Member with copies of, all Member Data then in its possession or control. After such 30-day period, Curatious shall have no obligation to maintain or provide any Member Data and shall thereafter, unless legally prohibited, delete all Member Data in its systems or otherwise in its possession or control.

General
— Amendment; No Waiver Curatious may update and change any part or all of this Agreement, including, but not limited to, fees and charges associated with the use of the Service. If Curatious updates or changes this Agreement, Curatious will post the updated Agreement at www.curatious.com/learn/terms-of-use. The updated Agreement will become effective and binding on the fifth business day after it is posted. When Curatious changes this Agreement, it will modify the "Last Modified" date above. Curatious encourages all of its Members to review this Agreement periodically. No delay in exercising any right or remedy will operate as a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be construed as a waiver of any right or remedy on any future occasion.

— Applicable Law To the maximum extent permitted by law, this Agreement shall be governed by the laws of the State of New York, U.S.A. without reference to conflicts of law principles, and both parties hereby consent to the exclusive jurisdiction and venue of courts in New York, New York, U.S. in all disputes arising out of or relating to the use of the Service. Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including, without limitation, this paragraph.

— Force Majeure Neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, Internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. 

— Actions Permitted Except for actions related to breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to the Agreement may be brought by either party more than one year after the cause of action has accrued.

— Relationship of the Parties Curatious and Member agree that no joint venture, partnership, employment, or agency relationship exists between Member and Curatious as a result of this Agreement or Member’s use of the Service.

— Compliance with Laws Curatious will comply with all applicable U.S. state and Federal laws in its provision of the Service and its handling of Member Data. Curatious’ provision of the Service is subject to existing laws and legal process, including Curatious’ rights and obligations to cooperate and comply with governmental, court, and law enforcement requests or requirements relating to Member’s use of the Service or information provided to or gathered by Curatious with respect to such use. Curatious reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request.

— Severability If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.

— Notices Notice shall be sent to the contact address set forth here (as such may be changed by notice given to the other party), and shall be deemed delivered as of the date of actual receipt. To Curatious: Curatious LLC, 515 Broadway Ste 3BF, New York NY 10012, Attention: Founder. To Member: Member’s address, if provided in Curatious’ account Information for Member, or email address. Curatious may give electronic notices applicable to its Service Member base by means of a general notice via the Service and may give electronic notices specific to Member by email to appropriate Member e-mail addresses on record in Curatious’ account information for Member. Curatious may give telephonic notice to Member by calls to appropriate numbers on record in Curatious’ account information for Member.

— Entire Agreement Unless otherwise expressly stated herein, this Agreement constitutes the entire agreement between Member and Curatious with respect to the Service and supersedes all prior or contemporaneous communications, proposals, and agreements, whether electronic, oral, or written, between Member and Curatious with respect to the subject of this Agreement. Curatious objects to and rejects any additional or different terms proposed by Member, including those contained in acceptance or website. Curatious’ failure to object elsewhere to any provisions of any subsequent document, communication, or act of Member shall not be deemed a waiver of any of the terms hereof. The party’s obligations hereunder are neither contingent on the delivery of any future functionality or features of the Service nor dependent on any oral or written public comments made by Curatious regarding future functionality or features of the Service.

— Assignment Member will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without Curatious’ prior written consent. Curatious may assign or transfer this agreement to any successor.

— Headings The headings of sections included in this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement.

— Language It is the express wish of the parties that this agreement and all related documents be drawn up in English.

— Contract for Services The parties intend this Agreement to be a contract for the provision of services and not a contract for the sale of goods. To the fullest extent permitted by law, the provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If Member is located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.

— Export Member agrees to comply with all applicable export laws.

— Authority Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

— Survival The following sections shall survive the expiration or termination of this Agreement: Proprietary Rights, Indemnification, Disclaimers, Limitations of Liability, Termination, Suspension and Expiration, and General.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING CURATIOUS

Last modified on November 1, 2015

This Agreement is a legally binding contract between you and Curatious LLC. Curatious provides the Service (as defined below) to you subject to and conditioned upon your acceptance of this Agreement. 

BY ACCESSING AND USING THE SERVICE IN ANY WAY, YOU AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, AND TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS, PLEASE DO NOT USE THE SERVICE OR THIS SITE, AND EXIT NOW.

Curatious may update and change any part or all of this Agreement, including, but not limited to, any fees and charges associated with the use of the Service. If we update or change this Agreement, we will post the updated version at www.curatious.com/learn/term-of-use. The updated Agreement will become effective and binding on the fifth business day after it is posted. When we change this Agreement, we will modify the "Last Modified" date above. We encourage you to review this Agreement periodically. For the purposes of these Terms of Use, "Member" means you or the entity on whose behalf you are agreeing to these Terms of Use, as identified in the applicable subscription form.

Definitions
“Agreement” means these Terms of Use and all materials referred or linked to in these Terms of Use.

"Member" means the person or entity agreeing to these terms and identified in the applicable subscription form.

"Member Data" means all information submitted by Member to or collected by Member via the Service, including, without limitation, information about Member and about Member’s art, and all materials that Member submits for public display through the Service.

"Curatious" means Curatious LLC and any entity which directly or indirectly controls, is controlled by, or is under common control with Curatious LLC.

"Curatious Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags incorporated into the Service by Curatious or provided by Curatious for use in connection with the Service.

"Service" means Curatious’ web-based art indices, databases, tools, and platform which are developed, operated, and maintained by Curatious, accessible via curatious.com or another designated URL, and any ancillary online or offline products and services provided to Member by Curatious, to which Member is being granted access under this Agreement. The Service includes the Curatious Content, and does not include Third-Party Products or other software or products provided by Curatious. 

"Third-Party Products" means professional services, online web-based applications and offline software products that are provided by third parties, interoperate with, or are used in connection with the Service, and are identified as being provided by third parties.

"Third-Party Sites" means third-party websites linked to from within the Service, including, without limitation, any communications services.

"User(s)" means Member’s employees, representatives, consultants, contractors, or agents who are authorized by Member to use the Service and who have been supplied user identifications and passwords by Member (or by Curatious at Member’s request).

The Service
As provided in this Agreement, Curatious will provide Member access to the Service. Member’s access to and use of the Service is governed by the terms of this Agreement.

Curatious adds features to and modifies the Service from time to time, in order to improve its members’ experience. Nothing in this Agreement shall prohibit Curatious from making such changes to the Service, provided that the Service, as so changed, shall be the Service as that term is used in this Agreement. Curatious reserves the right to provide some or all elements of the Service through use of third-party providers.

Member Support
Email support for the Service is available Monday through Friday, from 9AM to 5PM EST (GMT-5), excluding US national holidays. Click here for Contact details. Curatious uses commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for planned downtime for maintenance.

Curatious’ Proprietary Rights
This is an Agreement for access to the Service, and Member is not granted a license to any software by this Agreement. The Service is based upon proprietary Curatious technology and includes the Curatious Content. The Service is protected by applicable intellectual property and other laws, including patent, trademark, and copyright laws. The Service, including all intellectual property rights in the Service, belongs to and is the property of Curatious or its licensors (if any). Curatious owns and retains all copyrights in the Curatious Content.

The Curatious Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and Member agrees not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivative works based on the Curatious Content or the Service, in whole or in part, by any means, except as expressly authorized in writing by Curatious. 

Curatious, the Curatious logos, and other marks used by Curatious from time to time are trademarks and the property of Curatious. The appearance, layout, color scheme, and design of the curatious.com site are protected trade dress. Member does not receive any right or license to use the foregoing.

Curatious may use and incorporate into the Service any suggestions or other feedback relating to the Service provided by Member personnel, without payment or condition.

Member’s Proprietary Rights
As between the parties, Member shall own and retain all rights to Member Data, and this Agreement does not grant Curatious any rights to such materials. Member grants permission to Curatious and its licensors to use Member Data only as necessary to provide the Service to Member, and not for any other purpose.

Confidentiality of Member Data
Definition of Confidential Information As used herein, "Confidential Information" means all Member Data that Member has not made publicly available on the Service or elsewhere. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to Member, (ii) was known to Curatious prior to its disclosure by Member without breach of any obligation owed to Member, (iii) is received from a third party without breach of any obligation owed to Member, (iv) was independently developed by Curatious, or (v) that Member has agreed in writing to permit Curatious to disclose to others.

Protection of Confidential Information Curatious shall: (i) protect the confidentiality of the Confidential Information of Member using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of Member for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of Member to any third party, and (iv) limit access to Confidential Information of Member to those of its and its Affiliates’ employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with Curatious containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.

Compelled Disclosure Curatious may disclose Confidential Information of Member if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) Receiving Party will provide Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, Receiving Party shall disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event shall Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.

Use of Member Data
Curatious will use Member Data only in order to provide the Service to Member and only as permitted by applicable law, this Agreement, and Curatious’s Privacy Policy, located at Privacy or such other site as Curatious may select.
 
Curatious will monitor use of the Service by all of its Members in order to improve the Service and add features useful to its Members. Curatious may collect and use data related to such use, in an aggregate and anonymous manner, to compile statistical and performance information. Member agrees that Curatious may use and publish such aggregate and anonymous information, provided that such information does not identify Member. 

Curatious will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Member Data. Member consents to the processing of Member Data in the United States.

Use of the Service
Member’s access to the Service is conditioned upon its representations and warranties that it will not:
— Use, or allow its Users to use, the Service in violation of the terms of this Agreement;

— Copy, modify, create a derivative work from, reverse engineer, or reverse assemble the Service, or otherwise attempt to discover any source code or allow any third party to do so;

— Sell, assign, sublicense, distribute, commercially exploit, grant a security interest in, or otherwise transfer any right in or make available to a third party, the Curatious Content or Service in any way;

— Use or launch any automated system, including, without limitation, "robots," "spiders," or "offline readers," that accesses the Service in a manner that sends more request messages to the Curatious servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;

— Use the Service in any manner that damages, disables, overburdens, or impairs any Curatious website or interferes with any other party's use and enjoyment of the Service;

— Attempt to gain unauthorized access to the Service;

— Access the Service by any means other than through the interface that is provided by Curatious for use in accessing the Service;

— Use the Service for any purpose or in any manner that is unlawful or prohibited by this Agreement.

Any unauthorized use of any Curatious Content or the Service may violate patent, copyright, trademark, and other laws. Member agrees to cooperate with Curaitous to prevent any unauthorized copying of the Service or Curatious Content.

Member shall promptly notify Curatious of any unauthorized use of its Users’ identifications and passwords or its account by following the instructions at success.Curatious.com/log-a-support-request.

Member agrees to use third-party Communication Services only in compliance with these Terms of Use. Curatious reserves the right to terminate any User’s access to any or all of the Service for repeated violations of this Section and will provide reasonably contemporaneous telephonic or electronic notice to Member. Member agrees that when using the Service, Member will not:

— Publish, post, upload, distribute, or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.

— Publish, post, upload, distribute or disseminate any art or other material protected by intellectual property laws (or by rights of privacy or publicity) unless Member has all necessary rights and consents to do so.

— Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

— Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person's computer.

— Conduct or forward pyramid schemes or chain letters.

— Download any file submitted by another user of the Service that Member knows, or reasonably should know, cannot be legally distributed in such manner.

— Falsify or delete any author attributions, legal, or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

— Restrict or inhibit any other user from using and enjoying the Service.

— Violate any code of conduct or other guidelines, which may be applicable for any of the Service.

— Harvest or otherwise collect information about others, including e-mail addresses, without their consent.

— Violate any applicable laws or regulations.

Third-Party Sites and Products
Third-Party Sites and Products are not under Curatious’s control, and Curatious is not responsible for the contents of any Third-Party Site or Product, including, without limitation, any link contained in a Third-Party Site, or any changes or updates to a Third-Party Site or Product. Curatious is not responsible for webcasting or any other form of transmission received from any Third-Party Site. Any Third-Party Sites and Products are provided to Member only as a convenience, and the inclusion of any Third-Party Site or Product does not imply endorsement by Curatious of the Third-Party Site or Product or any association of Curatious with it.

Indemnification
Member will indemnify, defend and hold Curatious harmless, at its expense, against any third-party action brought against Curatious (and its officers, directors, employees, agents, service providers, licensors, and affiliates) to the extent that such claim is based upon or arises out of (a) Member’s use of the Service; (b) Member’s noncompliance with or breach of this Agreement, (c) Member’s use of Third-Party Products, or (d) the unauthorized use of the Service by any other person using Member’s User information. Member will indemnify Curatious for the amount of a final judgment entered by a court of competent jurisdiction or a settlement, plus reasonable attorneys’ fees, that result from such a claim as provided in this subsection, provided that Curatious shall: notify Member in writing within thirty (30) days of Curatious’ becoming aware of any such claim; give Member sole control of the defense or settlement of such a claim (provided that Member may not settle any such claim unless the settlement unconditionally releases Curatious of all liability); and provide Member (at Member’s expense) with any and all information and assistance reasonably requested by Member to handle the defense or settlement of the claim. 

Disclaimers and Limitations of Liability
CURATIOUS AND ITS SERVICE PROVIDERS, LICENSORS, AND SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE SERVICE OR THE CURATIOUS CONTENT FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICE, AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. CURATIOUS AND ITS SERVICE PROVIDERS, LICENSORS, AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SERVICE AND THE CURATIOUS CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CURATIOUS IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CURATIOUS AND ITS SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER TYPE OF DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR COVER OR LOSS OF USE, DATA, REVENUE, OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICE, WITH THE DELAY OR INABILITY TO USE THE SERVICE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICE, OR FOR ANY CURATIOUS CONTENT, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF CURATIOUS OR ANY OF CURATIOUS’ SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO MEMBER.

IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, CURATIOUS IS DETERMINED TO HAVE ANY LIABILITY TO MEMBER OR ANY THIRD PARTY FOR ANY LOSS, HARM, OR DAMAGE, MEMBER AGREES THAT THE AGGREGATE LIABILITY OF CURATIOUS AND ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, LICENSORS, OR SUPPLIERS SHALL, IN ALL CASES, BE LIMITED TO THE LESSER OF FIFTY DOLLARS OR THE TOTAL AMOUNTS ACTUALLY PAID BY MEMBER FOR THE SERVICE IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

CURATIOUS DISCLAIMS ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS USED BY MEMBER. CURATIOUS’ LIABILITY WITH RESPECT TO ANY THIRD-PARTY PRODUCTS OR THIRD PARTY CONTENT PROVIDED WITH THE SERVICE SHALL BE SUBJECT TO THIS SECTION. 

MEMBER UNDERSTANDS AND AGREES THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK AND AN ESSENTIAL PART OF THIS AGREEMENT. MEMBER UNDERSTANDS AND AGREES THAT, ABSENT MEMBER’S AGREEMENT TO THIS LIMITATION OF LIABILITY, CURATIOUS WOULD NOT PROVIDE THE SERVICE TO MEMBER. 

Termination, Suspension, and Expiration
— Termination or Suspension for Illegal Acts Curatious may terminate this Agreement or suspend Member’s access to the Service for any conduct of Member that violates applicable local, state, federal, or foreign laws or regulations. Curatious shall provide prompt electronic or telephonic notice of such event.

— Suspension for Ongoing Harm If Member’s use of the Service (a) is being subjected to denial of service attacks or other activity that is causing immediate, material, and ongoing harm to Curatious or others, or (ii) is being used to engage in denial of service attacks, spamming, or illegal activity, or (iii) is causing immediate, material, and ongoing harm to Curatious or others, then Curatious may, with reasonably contemporaneous electronic or telephonic notice to Member, suspend all or any access to the Service. In this extraordinary circumstance, Curatious will use commercially reasonable efforts to limit the suspension to the affected portion of the Service and promptly resolve the issues causing the suspension of the Service. Curatious shall not be liable to Member nor to any third party for any suspension of the Service in accordance with this subsection.

— Effect of Termination or Expiration Immediately upon termination or expiration of this Agreement as provided herein, Member shall cease all use of the Service and return or destroy all Curatious Content in its possession.

— Retrieval of Member Data Upon request by Member made within 30 days after the date of termination or expiration of this Agreement, Curatious will provide Member with temporary access to the Service to retrieve, or Curatious will provide Member with copies of, all Member Data then in its possession or control. After such 30-day period, Curatious shall have no obligation to maintain or provide any Member Data and shall thereafter, unless legally prohibited, delete all Member Data in its systems or otherwise in its possession or control.

General
— Amendment; No Waiver Curatious may update and change any part or all of this Agreement, including, but not limited to, fees and charges associated with the use of the Service. If Curatious updates or changes this Agreement, Curatious will post the updated Agreement at www.curatious.com/learn/terms-of-use. The updated Agreement will become effective and binding on the fifth business day after it is posted. When Curatious changes this Agreement, it will modify the "Last Modified" date above. Curatious encourages all of its Members to review this Agreement periodically. No delay in exercising any right or remedy will operate as a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be construed as a waiver of any right or remedy on any future occasion.

— Applicable Law To the maximum extent permitted by law, this Agreement shall be governed by the laws of the State of New York, U.S.A. without reference to conflicts of law principles, and both parties hereby consent to the exclusive jurisdiction and venue of courts in New York, New York, U.S. in all disputes arising out of or relating to the use of the Service. Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including, without limitation, this paragraph.

— Force Majeure Neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, Internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. 

— Actions Permitted Except for actions related to breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to the Agreement may be brought by either party more than one year after the cause of action has accrued.

— Relationship of the Parties Curatious and Member agree that no joint venture, partnership, employment, or agency relationship exists between Member and Curatious as a result of this Agreement or Member’s use of the Service.

— Compliance with Laws Curatious will comply with all applicable U.S. state and Federal laws in its provision of the Service and its handling of Member Data. Curatious’ provision of the Service is subject to existing laws and legal process, including Curatious’ rights and obligations to cooperate and comply with governmental, court, and law enforcement requests or requirements relating to Member’s use of the Service or information provided to or gathered by Curatious with respect to such use. Curatious reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request.

— Severability If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.

— Notices Notice shall be sent to the contact address set forth here (as such may be changed by notice given to the other party), and shall be deemed delivered as of the date of actual receipt. To Curatious: Curatious LLC, 515 Broadway Ste 3BF, New York NY 10012, Attention: Founder. To Member: Member’s address, if provided in Curatious’ account Information for Member, or email address. Curatious may give electronic notices applicable to its Service Member base by means of a general notice via the Service and may give electronic notices specific to Member by email to appropriate Member e-mail addresses on record in Curatious’ account information for Member. Curatious may give telephonic notice to Member by calls to appropriate numbers on record in Curatious’ account information for Member.

— Entire Agreement Unless otherwise expressly stated herein, this Agreement constitutes the entire agreement between Member and Curatious with respect to the Service and supersedes all prior or contemporaneous communications, proposals, and agreements, whether electronic, oral, or written, between Member and Curatious with respect to the subject of this Agreement. Curatious objects to and rejects any additional or different terms proposed by Member, including those contained in acceptance or website. Curatious’ failure to object elsewhere to any provisions of any subsequent document, communication, or act of Member shall not be deemed a waiver of any of the terms hereof. The party’s obligations hereunder are neither contingent on the delivery of any future functionality or features of the Service nor dependent on any oral or written public comments made by Curatious regarding future functionality or features of the Service.

— Assignment Member will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without Curatious’ prior written consent. Curatious may assign or transfer this agreement to any successor.

— Headings The headings of sections included in this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement.

— Language It is the express wish of the parties that this agreement and all related documents be drawn up in English.

— Contract for Services The parties intend this Agreement to be a contract for the provision of services and not a contract for the sale of goods. To the fullest extent permitted by law, the provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If Member is located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.

— Export Member agrees to comply with all applicable export laws.

— Authority Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

— Survival The following sections shall survive the expiration or termination of this Agreement: Proprietary Rights, Indemnification, Disclaimers, Limitations of Liability, Termination, Suspension and Expiration, and General.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING CURATIOUS

Last modified on November 1, 2015

This Agreement is a legally binding contract between you and Curatious LLC. Curatious provides the Service (as defined below) to you subject to and conditioned upon your acceptance of this Agreement. 

BY ACCESSING AND USING THE SERVICE IN ANY WAY, YOU AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, AND TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS, PLEASE DO NOT USE THE SERVICE OR THIS SITE, AND EXIT NOW.

Curatious may update and change any part or all of this Agreement, including, but not limited to, any fees and charges associated with the use of the Service. If we update or change this Agreement, we will post the updated version at www.curatious.com/learn/term-of-use. The updated Agreement will become effective and binding on the fifth business day after it is posted. When we change this Agreement, we will modify the "Last Modified" date above. We encourage you to review this Agreement periodically. For the purposes of these Terms of Use, "Member" means you or the entity on whose behalf you are agreeing to these Terms of Use, as identified in the applicable subscription form.

Definitions
“Agreement” means these Terms of Use and all materials referred or linked to in these Terms of Use.

"Member" means the person or entity agreeing to these terms and identified in the applicable subscription form.

"Member Data" means all information submitted by Member to or collected by Member via the Service, including, without limitation, information about Member and about Member’s art, and all materials that Member submits for public display through the Service.

"Curatious" means Curatious LLC and any entity which directly or indirectly controls, is controlled by, or is under common control with Curatious LLC.

"Curatious Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags incorporated into the Service by Curatious or provided by Curatious for use in connection with the Service.

"Service" means Curatious’ web-based art indices, databases, tools, and platform which are developed, operated, and maintained by Curatious, accessible via curatious.com or another designated URL, and any ancillary online or offline products and services provided to Member by Curatious, to which Member is being granted access under this Agreement. The Service includes the Curatious Content, and does not include Third-Party Products or other software or products provided by Curatious. 

"Third-Party Products" means professional services, online web-based applications and offline software products that are provided by third parties, interoperate with, or are used in connection with the Service, and are identified as being provided by third parties.

"Third-Party Sites" means third-party websites linked to from within the Service, including, without limitation, any communications services.

"User(s)" means Member’s employees, representatives, consultants, contractors, or agents who are authorized by Member to use the Service and who have been supplied user identifications and passwords by Member (or by Curatious at Member’s request).

The Service
As provided in this Agreement, Curatious will provide Member access to the Service. Member’s access to and use of the Service is governed by the terms of this Agreement.

Curatious adds features to and modifies the Service from time to time, in order to improve its members’ experience. Nothing in this Agreement shall prohibit Curatious from making such changes to the Service, provided that the Service, as so changed, shall be the Service as that term is used in this Agreement. Curatious reserves the right to provide some or all elements of the Service through use of third-party providers.

Member Support
Email support for the Service is available Monday through Friday, from 9AM to 5PM EST (GMT-5), excluding US national holidays. Click here for Contact details. Curatious uses commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for planned downtime for maintenance.

Curatious’ Proprietary Rights
This is an Agreement for access to the Service, and Member is not granted a license to any software by this Agreement. The Service is based upon proprietary Curatious technology and includes the Curatious Content. The Service is protected by applicable intellectual property and other laws, including patent, trademark, and copyright laws. The Service, including all intellectual property rights in the Service, belongs to and is the property of Curatious or its licensors (if any). Curatious owns and retains all copyrights in the Curatious Content.

The Curatious Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and Member agrees not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivative works based on the Curatious Content or the Service, in whole or in part, by any means, except as expressly authorized in writing by Curatious. 

Curatious, the Curatious logos, and other marks used by Curatious from time to time are trademarks and the property of Curatious. The appearance, layout, color scheme, and design of the curatious.com site are protected trade dress. Member does not receive any right or license to use the foregoing.

Curatious may use and incorporate into the Service any suggestions or other feedback relating to the Service provided by Member personnel, without payment or condition.

Member’s Proprietary Rights
As between the parties, Member shall own and retain all rights to Member Data, and this Agreement does not grant Curatious any rights to such materials. Member grants permission to Curatious and its licensors to use Member Data only as necessary to provide the Service to Member, and not for any other purpose.

Confidentiality of Member Data
Definition of Confidential Information As used herein, "Confidential Information" means all Member Data that Member has not made publicly available on the Service or elsewhere. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to Member, (ii) was known to Curatious prior to its disclosure by Member without breach of any obligation owed to Member, (iii) is received from a third party without breach of any obligation owed to Member, (iv) was independently developed by Curatious, or (v) that Member has agreed in writing to permit Curatious to disclose to others.

Protection of Confidential Information Curatious shall: (i) protect the confidentiality of the Confidential Information of Member using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of Member for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of Member to any third party, and (iv) limit access to Confidential Information of Member to those of its and its Affiliates’ employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with Curatious containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.

Compelled Disclosure Curatious may disclose Confidential Information of Member if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) Receiving Party will provide Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, Receiving Party shall disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event shall Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.

Use of Member Data
Curatious will use Member Data only in order to provide the Service to Member and only as permitted by applicable law, this Agreement, and Curatious’s Privacy Policy, located at Privacy or such other site as Curatious may select.
 
Curatious will monitor use of the Service by all of its Members in order to improve the Service and add features useful to its Members. Curatious may collect and use data related to such use, in an aggregate and anonymous manner, to compile statistical and performance information. Member agrees that Curatious may use and publish such aggregate and anonymous information, provided that such information does not identify Member. 

Curatious will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Member Data. Member consents to the processing of Member Data in the United States.

Use of the Service
Member’s access to the Service is conditioned upon its representations and warranties that it will not:
— Use, or allow its Users to use, the Service in violation of the terms of this Agreement;

— Copy, modify, create a derivative work from, reverse engineer, or reverse assemble the Service, or otherwise attempt to discover any source code or allow any third party to do so;

— Sell, assign, sublicense, distribute, commercially exploit, grant a security interest in, or otherwise transfer any right in or make available to a third party, the Curatious Content or Service in any way;

— Use or launch any automated system, including, without limitation, "robots," "spiders," or "offline readers," that accesses the Service in a manner that sends more request messages to the Curatious servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;

— Use the Service in any manner that damages, disables, overburdens, or impairs any Curatious website or interferes with any other party's use and enjoyment of the Service;

— Attempt to gain unauthorized access to the Service;

— Access the Service by any means other than through the interface that is provided by Curatious for use in accessing the Service;

— Use the Service for any purpose or in any manner that is unlawful or prohibited by this Agreement.

Any unauthorized use of any Curatious Content or the Service may violate patent, copyright, trademark, and other laws. Member agrees to cooperate with Curaitous to prevent any unauthorized copying of the Service or Curatious Content.

Member shall promptly notify Curatious of any unauthorized use of its Users’ identifications and passwords or its account by following the instructions at success.Curatious.com/log-a-support-request.

Member agrees to use third-party Communication Services only in compliance with these Terms of Use. Curatious reserves the right to terminate any User’s access to any or all of the Service for repeated violations of this Section and will provide reasonably contemporaneous telephonic or electronic notice to Member. Member agrees that when using the Service, Member will not:

— Publish, post, upload, distribute, or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.

— Publish, post, upload, distribute or disseminate any art or other material protected by intellectual property laws (or by rights of privacy or publicity) unless Member has all necessary rights and consents to do so.

— Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

— Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person's computer.

— Conduct or forward pyramid schemes or chain letters.

— Download any file submitted by another user of the Service that Member knows, or reasonably should know, cannot be legally distributed in such manner.

— Falsify or delete any author attributions, legal, or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

— Restrict or inhibit any other user from using and enjoying the Service.

— Violate any code of conduct or other guidelines, which may be applicable for any of the Service.

— Harvest or otherwise collect information about others, including e-mail addresses, without their consent.

— Violate any applicable laws or regulations.

Third-Party Sites and Products
Third-Party Sites and Products are not under Curatious’s control, and Curatious is not responsible for the contents of any Third-Party Site or Product, including, without limitation, any link contained in a Third-Party Site, or any changes or updates to a Third-Party Site or Product. Curatious is not responsible for webcasting or any other form of transmission received from any Third-Party Site. Any Third-Party Sites and Products are provided to Member only as a convenience, and the inclusion of any Third-Party Site or Product does not imply endorsement by Curatious of the Third-Party Site or Product or any association of Curatious with it.

Indemnification
Member will indemnify, defend and hold Curatious harmless, at its expense, against any third-party action brought against Curatious (and its officers, directors, employees, agents, service providers, licensors, and affiliates) to the extent that such claim is based upon or arises out of (a) Member’s use of the Service; (b) Member’s noncompliance with or breach of this Agreement, (c) Member’s use of Third-Party Products, or (d) the unauthorized use of the Service by any other person using Member’s User information. Member will indemnify Curatious for the amount of a final judgment entered by a court of competent jurisdiction or a settlement, plus reasonable attorneys’ fees, that result from such a claim as provided in this subsection, provided that Curatious shall: notify Member in writing within thirty (30) days of Curatious’ becoming aware of any such claim; give Member sole control of the defense or settlement of such a claim (provided that Member may not settle any such claim unless the settlement unconditionally releases Curatious of all liability); and provide Member (at Member’s expense) with any and all information and assistance reasonably requested by Member to handle the defense or settlement of the claim. 

Disclaimers and Limitations of Liability
CURATIOUS AND ITS SERVICE PROVIDERS, LICENSORS, AND SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE SERVICE OR THE CURATIOUS CONTENT FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICE, AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. CURATIOUS AND ITS SERVICE PROVIDERS, LICENSORS, AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SERVICE AND THE CURATIOUS CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CURATIOUS IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CURATIOUS AND ITS SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER TYPE OF DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR COVER OR LOSS OF USE, DATA, REVENUE, OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICE, WITH THE DELAY OR INABILITY TO USE THE SERVICE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICE, OR FOR ANY CURATIOUS CONTENT, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF CURATIOUS OR ANY OF CURATIOUS’ SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO MEMBER.

IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, CURATIOUS IS DETERMINED TO HAVE ANY LIABILITY TO MEMBER OR ANY THIRD PARTY FOR ANY LOSS, HARM, OR DAMAGE, MEMBER AGREES THAT THE AGGREGATE LIABILITY OF CURATIOUS AND ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, LICENSORS, OR SUPPLIERS SHALL, IN ALL CASES, BE LIMITED TO THE LESSER OF FIFTY DOLLARS OR THE TOTAL AMOUNTS ACTUALLY PAID BY MEMBER FOR THE SERVICE IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

CURATIOUS DISCLAIMS ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS USED BY MEMBER. CURATIOUS’ LIABILITY WITH RESPECT TO ANY THIRD-PARTY PRODUCTS OR THIRD PARTY CONTENT PROVIDED WITH THE SERVICE SHALL BE SUBJECT TO THIS SECTION. 

MEMBER UNDERSTANDS AND AGREES THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK AND AN ESSENTIAL PART OF THIS AGREEMENT. MEMBER UNDERSTANDS AND AGREES THAT, ABSENT MEMBER’S AGREEMENT TO THIS LIMITATION OF LIABILITY, CURATIOUS WOULD NOT PROVIDE THE SERVICE TO MEMBER. 

Termination, Suspension, and Expiration
— Termination or Suspension for Illegal Acts Curatious may terminate this Agreement or suspend Member’s access to the Service for any conduct of Member that violates applicable local, state, federal, or foreign laws or regulations. Curatious shall provide prompt electronic or telephonic notice of such event.

— Suspension for Ongoing Harm If Member’s use of the Service (a) is being subjected to denial of service attacks or other activity that is causing immediate, material, and ongoing harm to Curatious or others, or (ii) is being used to engage in denial of service attacks, spamming, or illegal activity, or (iii) is causing immediate, material, and ongoing harm to Curatious or others, then Curatious may, with reasonably contemporaneous electronic or telephonic notice to Member, suspend all or any access to the Service. In this extraordinary circumstance, Curatious will use commercially reasonable efforts to limit the suspension to the affected portion of the Service and promptly resolve the issues causing the suspension of the Service. Curatious shall not be liable to Member nor to any third party for any suspension of the Service in accordance with this subsection.

— Effect of Termination or Expiration Immediately upon termination or expiration of this Agreement as provided herein, Member shall cease all use of the Service and return or destroy all Curatious Content in its possession.

— Retrieval of Member Data Upon request by Member made within 30 days after the date of termination or expiration of this Agreement, Curatious will provide Member with temporary access to the Service to retrieve, or Curatious will provide Member with copies of, all Member Data then in its possession or control. After such 30-day period, Curatious shall have no obligation to maintain or provide any Member Data and shall thereafter, unless legally prohibited, delete all Member Data in its systems or otherwise in its possession or control.

General
— Amendment; No Waiver Curatious may update and change any part or all of this Agreement, including, but not limited to, fees and charges associated with the use of the Service. If Curatious updates or changes this Agreement, Curatious will post the updated Agreement at www.curatious.com/learn/terms-of-use. The updated Agreement will become effective and binding on the fifth business day after it is posted. When Curatious changes this Agreement, it will modify the "Last Modified" date above. Curatious encourages all of its Members to review this Agreement periodically. No delay in exercising any right or remedy will operate as a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be construed as a waiver of any right or remedy on any future occasion.

— Applicable Law To the maximum extent permitted by law, this Agreement shall be governed by the laws of the State of New York, U.S.A. without reference to conflicts of law principles, and both parties hereby consent to the exclusive jurisdiction and venue of courts in New York, New York, U.S. in all disputes arising out of or relating to the use of the Service. Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including, without limitation, this paragraph.

— Force Majeure Neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, Internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. 

— Actions Permitted Except for actions related to breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to the Agreement may be brought by either party more than one year after the cause of action has accrued.

— Relationship of the Parties Curatious and Member agree that no joint venture, partnership, employment, or agency relationship exists between Member and Curatious as a result of this Agreement or Member’s use of the Service.

— Compliance with Laws Curatious will comply with all applicable U.S. state and Federal laws in its provision of the Service and its handling of Member Data. Curatious’ provision of the Service is subject to existing laws and legal process, including Curatious’ rights and obligations to cooperate and comply with governmental, court, and law enforcement requests or requirements relating to Member’s use of the Service or information provided to or gathered by Curatious with respect to such use. Curatious reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request.

— Severability If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.

— Notices Notice shall be sent to the contact address set forth here (as such may be changed by notice given to the other party), and shall be deemed delivered as of the date of actual receipt. To Curatious: Curatious LLC, 515 Broadway Ste 3BF, New York NY 10012, Attention: Founder. To Member: Member’s address, if provided in Curatious’ account Information for Member, or email address. Curatious may give electronic notices applicable to its Service Member base by means of a general notice via the Service and may give electronic notices specific to Member by email to appropriate Member e-mail addresses on record in Curatious’ account information for Member. Curatious may give telephonic notice to Member by calls to appropriate numbers on record in Curatious’ account information for Member.

— Entire Agreement Unless otherwise expressly stated herein, this Agreement constitutes the entire agreement between Member and Curatious with respect to the Service and supersedes all prior or contemporaneous communications, proposals, and agreements, whether electronic, oral, or written, between Member and Curatious with respect to the subject of this Agreement. Curatious objects to and rejects any additional or different terms proposed by Member, including those contained in acceptance or website. Curatious’ failure to object elsewhere to any provisions of any subsequent document, communication, or act of Member shall not be deemed a waiver of any of the terms hereof. The party’s obligations hereunder are neither contingent on the delivery of any future functionality or features of the Service nor dependent on any oral or written public comments made by Curatious regarding future functionality or features of the Service.

— Assignment Member will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without Curatious’ prior written consent. Curatious may assign or transfer this agreement to any successor.

— Headings The headings of sections included in this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement.

— Language It is the express wish of the parties that this agreement and all related documents be drawn up in English.

— Contract for Services The parties intend this Agreement to be a contract for the provision of services and not a contract for the sale of goods. To the fullest extent permitted by law, the provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If Member is located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.

— Export Member agrees to comply with all applicable export laws.

— Authority Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

— Survival The following sections shall survive the expiration or termination of this Agreement: Proprietary Rights, Indemnification, Disclaimers, Limitations of Liability, Termination, Suspension and Expiration, and General.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING CURATIOUS

Last modified on November 1, 2015

This Agreement is a legally binding contract between you and Curatious LLC. Curatious provides the Service (as defined below) to you subject to and conditioned upon your acceptance of this Agreement. 

BY ACCESSING AND USING THE SERVICE IN ANY WAY, YOU AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, AND TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS, PLEASE DO NOT USE THE SERVICE OR THIS SITE, AND EXIT NOW.

Curatious may update and change any part or all of this Agreement, including, but not limited to, any fees and charges associated with the use of the Service. If we update or change this Agreement, we will post the updated version at www.curatious.com/learn/term-of-use. The updated Agreement will become effective and binding on the fifth business day after it is posted. When we change this Agreement, we will modify the "Last Modified" date above. We encourage you to review this Agreement periodically. For the purposes of these Terms of Use, "Member" means you or the entity on whose behalf you are agreeing to these Terms of Use, as identified in the applicable subscription form.

Definitions
“Agreement” means these Terms of Use and all materials referred or linked to in these Terms of Use.

"Member" means the person or entity agreeing to these terms and identified in the applicable subscription form.

"Member Data" means all information submitted by Member to or collected by Member via the Service, including, without limitation, information about Member and about Member’s art, and all materials that Member submits for public display through the Service.

"Curatious" means Curatious LLC and any entity which directly or indirectly controls, is controlled by, or is under common control with Curatious LLC.

"Curatious Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags incorporated into the Service by Curatious or provided by Curatious for use in connection with the Service.

"Service" means Curatious’ web-based art indices, databases, tools, and platform which are developed, operated, and maintained by Curatious, accessible via curatious.com or another designated URL, and any ancillary online or offline products and services provided to Member by Curatious, to which Member is being granted access under this Agreement. The Service includes the Curatious Content, and does not include Third-Party Products or other software or products provided by Curatious. 

"Third-Party Products" means professional services, online web-based applications and offline software products that are provided by third parties, interoperate with, or are used in connection with the Service, and are identified as being provided by third parties.

"Third-Party Sites" means third-party websites linked to from within the Service, including, without limitation, any communications services.

"User(s)" means Member’s employees, representatives, consultants, contractors, or agents who are authorized by Member to use the Service and who have been supplied user identifications and passwords by Member (or by Curatious at Member’s request).

The Service
As provided in this Agreement, Curatious will provide Member access to the Service. Member’s access to and use of the Service is governed by the terms of this Agreement.

Curatious adds features to and modifies the Service from time to time, in order to improve its members’ experience. Nothing in this Agreement shall prohibit Curatious from making such changes to the Service, provided that the Service, as so changed, shall be the Service as that term is used in this Agreement. Curatious reserves the right to provide some or all elements of the Service through use of third-party providers.

Member Support
Email support for the Service is available Monday through Friday, from 9AM to 5PM EST (GMT-5), excluding US national holidays. Click here for Contact details. Curatious uses commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for planned downtime for maintenance.

Curatious’ Proprietary Rights
This is an Agreement for access to the Service, and Member is not granted a license to any software by this Agreement. The Service is based upon proprietary Curatious technology and includes the Curatious Content. The Service is protected by applicable intellectual property and other laws, including patent, trademark, and copyright laws. The Service, including all intellectual property rights in the Service, belongs to and is the property of Curatious or its licensors (if any). Curatious owns and retains all copyrights in the Curatious Content.

The Curatious Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and Member agrees not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivative works based on the Curatious Content or the Service, in whole or in part, by any means, except as expressly authorized in writing by Curatious. 

Curatious, the Curatious logos, and other marks used by Curatious from time to time are trademarks and the property of Curatious. The appearance, layout, color scheme, and design of the curatious.com site are protected trade dress. Member does not receive any right or license to use the foregoing.

Curatious may use and incorporate into the Service any suggestions or other feedback relating to the Service provided by Member personnel, without payment or condition.

Member’s Proprietary Rights
As between the parties, Member shall own and retain all rights to Member Data, and this Agreement does not grant Curatious any rights to such materials. Member grants permission to Curatious and its licensors to use Member Data only as necessary to provide the Service to Member, and not for any other purpose.

Confidentiality of Member Data
Definition of Confidential Information As used herein, "Confidential Information" means all Member Data that Member has not made publicly available on the Service or elsewhere. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to Member, (ii) was known to Curatious prior to its disclosure by Member without breach of any obligation owed to Member, (iii) is received from a third party without breach of any obligation owed to Member, (iv) was independently developed by Curatious, or (v) that Member has agreed in writing to permit Curatious to disclose to others.

Protection of Confidential Information Curatious shall: (i) protect the confidentiality of the Confidential Information of Member using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of Member for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of Member to any third party, and (iv) limit access to Confidential Information of Member to those of its and its Affiliates’ employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with Curatious containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.

Compelled Disclosure Curatious may disclose Confidential Information of Member if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) Receiving Party will provide Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, Receiving Party shall disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event shall Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.

Use of Member Data
Curatious will use Member Data only in order to provide the Service to Member and only as permitted by applicable law, this Agreement, and Curatious’s Privacy Policy, located at Privacy or such other site as Curatious may select.
 
Curatious will monitor use of the Service by all of its Members in order to improve the Service and add features useful to its Members. Curatious may collect and use data related to such use, in an aggregate and anonymous manner, to compile statistical and performance information. Member agrees that Curatious may use and publish such aggregate and anonymous information, provided that such information does not identify Member. 

Curatious will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Member Data. Member consents to the processing of Member Data in the United States.

Use of the Service
Member’s access to the Service is conditioned upon its representations and warranties that it will not:
— Use, or allow its Users to use, the Service in violation of the terms of this Agreement;

— Copy, modify, create a derivative work from, reverse engineer, or reverse assemble the Service, or otherwise attempt to discover any source code or allow any third party to do so;

— Sell, assign, sublicense, distribute, commercially exploit, grant a security interest in, or otherwise transfer any right in or make available to a third party, the Curatious Content or Service in any way;

— Use or launch any automated system, including, without limitation, "robots," "spiders," or "offline readers," that accesses the Service in a manner that sends more request messages to the Curatious servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;

— Use the Service in any manner that damages, disables, overburdens, or impairs any Curatious website or interferes with any other party's use and enjoyment of the Service;

— Attempt to gain unauthorized access to the Service;

— Access the Service by any means other than through the interface that is provided by Curatious for use in accessing the Service;

— Use the Service for any purpose or in any manner that is unlawful or prohibited by this Agreement.

Any unauthorized use of any Curatious Content or the Service may violate patent, copyright, trademark, and other laws. Member agrees to cooperate with Curaitous to prevent any unauthorized copying of the Service or Curatious Content.

Member shall promptly notify Curatious of any unauthorized use of its Users’ identifications and passwords or its account by following the instructions at success.Curatious.com/log-a-support-request.

Member agrees to use third-party Communication Services only in compliance with these Terms of Use. Curatious reserves the right to terminate any User’s access to any or all of the Service for repeated violations of this Section and will provide reasonably contemporaneous telephonic or electronic notice to Member. Member agrees that when using the Service, Member will not:

— Publish, post, upload, distribute, or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.

— Publish, post, upload, distribute or disseminate any art or other material protected by intellectual property laws (or by rights of privacy or publicity) unless Member has all necessary rights and consents to do so.

— Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

— Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person's computer.

— Conduct or forward pyramid schemes or chain letters.

— Download any file submitted by another user of the Service that Member knows, or reasonably should know, cannot be legally distributed in such manner.

— Falsify or delete any author attributions, legal, or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

— Restrict or inhibit any other user from using and enjoying the Service.

— Violate any code of conduct or other guidelines, which may be applicable for any of the Service.

— Harvest or otherwise collect information about others, including e-mail addresses, without their consent.

— Violate any applicable laws or regulations.

Third-Party Sites and Products
Third-Party Sites and Products are not under Curatious’s control, and Curatious is not responsible for the contents of any Third-Party Site or Product, including, without limitation, any link contained in a Third-Party Site, or any changes or updates to a Third-Party Site or Product. Curatious is not responsible for webcasting or any other form of transmission received from any Third-Party Site. Any Third-Party Sites and Products are provided to Member only as a convenience, and the inclusion of any Third-Party Site or Product does not imply endorsement by Curatious of the Third-Party Site or Product or any association of Curatious with it.

Indemnification
Member will indemnify, defend and hold Curatious harmless, at its expense, against any third-party action brought against Curatious (and its officers, directors, employees, agents, service providers, licensors, and affiliates) to the extent that such claim is based upon or arises out of (a) Member’s use of the Service; (b) Member’s noncompliance with or breach of this Agreement, (c) Member’s use of Third-Party Products, or (d) the unauthorized use of the Service by any other person using Member’s User information. Member will indemnify Curatious for the amount of a final judgment entered by a court of competent jurisdiction or a settlement, plus reasonable attorneys’ fees, that result from such a claim as provided in this subsection, provided that Curatious shall: notify Member in writing within thirty (30) days of Curatious’ becoming aware of any such claim; give Member sole control of the defense or settlement of such a claim (provided that Member may not settle any such claim unless the settlement unconditionally releases Curatious of all liability); and provide Member (at Member’s expense) with any and all information and assistance reasonably requested by Member to handle the defense or settlement of the claim. 

Disclaimers and Limitations of Liability
CURATIOUS AND ITS SERVICE PROVIDERS, LICENSORS, AND SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE SERVICE OR THE CURATIOUS CONTENT FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICE, AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. CURATIOUS AND ITS SERVICE PROVIDERS, LICENSORS, AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SERVICE AND THE CURATIOUS CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CURATIOUS IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CURATIOUS AND ITS SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER TYPE OF DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR COVER OR LOSS OF USE, DATA, REVENUE, OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICE, WITH THE DELAY OR INABILITY TO USE THE SERVICE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICE, OR FOR ANY CURATIOUS CONTENT, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF CURATIOUS OR ANY OF CURATIOUS’ SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO MEMBER.

IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, CURATIOUS IS DETERMINED TO HAVE ANY LIABILITY TO MEMBER OR ANY THIRD PARTY FOR ANY LOSS, HARM, OR DAMAGE, MEMBER AGREES THAT THE AGGREGATE LIABILITY OF CURATIOUS AND ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, LICENSORS, OR SUPPLIERS SHALL, IN ALL CASES, BE LIMITED TO THE LESSER OF FIFTY DOLLARS OR THE TOTAL AMOUNTS ACTUALLY PAID BY MEMBER FOR THE SERVICE IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

CURATIOUS DISCLAIMS ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS USED BY MEMBER. CURATIOUS’ LIABILITY WITH RESPECT TO ANY THIRD-PARTY PRODUCTS OR THIRD PARTY CONTENT PROVIDED WITH THE SERVICE SHALL BE SUBJECT TO THIS SECTION. 

MEMBER UNDERSTANDS AND AGREES THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK AND AN ESSENTIAL PART OF THIS AGREEMENT. MEMBER UNDERSTANDS AND AGREES THAT, ABSENT MEMBER’S AGREEMENT TO THIS LIMITATION OF LIABILITY, CURATIOUS WOULD NOT PROVIDE THE SERVICE TO MEMBER. 

Termination, Suspension, and Expiration
— Termination or Suspension for Illegal Acts Curatious may terminate this Agreement or suspend Member’s access to the Service for any conduct of Member that violates applicable local, state, federal, or foreign laws or regulations. Curatious shall provide prompt electronic or telephonic notice of such event.

— Suspension for Ongoing Harm If Member’s use of the Service (a) is being subjected to denial of service attacks or other activity that is causing immediate, material, and ongoing harm to Curatious or others, or (ii) is being used to engage in denial of service attacks, spamming, or illegal activity, or (iii) is causing immediate, material, and ongoing harm to Curatious or others, then Curatious may, with reasonably contemporaneous electronic or telephonic notice to Member, suspend all or any access to the Service. In this extraordinary circumstance, Curatious will use commercially reasonable efforts to limit the suspension to the affected portion of the Service and promptly resolve the issues causing the suspension of the Service. Curatious shall not be liable to Member nor to any third party for any suspension of the Service in accordance with this subsection.

— Effect of Termination or Expiration Immediately upon termination or expiration of this Agreement as provided herein, Member shall cease all use of the Service and return or destroy all Curatious Content in its possession.

— Retrieval of Member Data Upon request by Member made within 30 days after the date of termination or expiration of this Agreement, Curatious will provide Member with temporary access to the Service to retrieve, or Curatious will provide Member with copies of, all Member Data then in its possession or control. After such 30-day period, Curatious shall have no obligation to maintain or provide any Member Data and shall thereafter, unless legally prohibited, delete all Member Data in its systems or otherwise in its possession or control.

General
— Amendment; No Waiver Curatious may update and change any part or all of this Agreement, including, but not limited to, fees and charges associated with the use of the Service. If Curatious updates or changes this Agreement, Curatious will post the updated Agreement at www.curatious.com/learn/terms-of-use. The updated Agreement will become effective and binding on the fifth business day after it is posted. When Curatious changes this Agreement, it will modify the "Last Modified" date above. Curatious encourages all of its Members to review this Agreement periodically. No delay in exercising any right or remedy will operate as a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be construed as a waiver of any right or remedy on any future occasion.

— Applicable Law To the maximum extent permitted by law, this Agreement shall be governed by the laws of the State of New York, U.S.A. without reference to conflicts of law principles, and both parties hereby consent to the exclusive jurisdiction and venue of courts in New York, New York, U.S. in all disputes arising out of or relating to the use of the Service. Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including, without limitation, this paragraph.

— Force Majeure Neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, Internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. 

— Actions Permitted Except for actions related to breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to the Agreement may be brought by either party more than one year after the cause of action has accrued.

— Relationship of the Parties Curatious and Member agree that no joint venture, partnership, employment, or agency relationship exists between Member and Curatious as a result of this Agreement or Member’s use of the Service.

— Compliance with Laws Curatious will comply with all applicable U.S. state and Federal laws in its provision of the Service and its handling of Member Data. Curatious’ provision of the Service is subject to existing laws and legal process, including Curatious’ rights and obligations to cooperate and comply with governmental, court, and law enforcement requests or requirements relating to Member’s use of the Service or information provided to or gathered by Curatious with respect to such use. Curatious reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request.

— Severability If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.

— Notices Notice shall be sent to the contact address set forth here (as such may be changed by notice given to the other party), and shall be deemed delivered as of the date of actual receipt. To Curatious: Curatious LLC, 515 Broadway Ste 3BF, New York NY 10012, Attention: Founder. To Member: Member’s address, if provided in Curatious’ account Information for Member, or email address. Curatious may give electronic notices applicable to its Service Member base by means of a general notice via the Service and may give electronic notices specific to Member by email to appropriate Member e-mail addresses on record in Curatious’ account information for Member. Curatious may give telephonic notice to Member by calls to appropriate numbers on record in Curatious’ account information for Member.

— Entire Agreement Unless otherwise expressly stated herein, this Agreement constitutes the entire agreement between Member and Curatious with respect to the Service and supersedes all prior or contemporaneous communications, proposals, and agreements, whether electronic, oral, or written, between Member and Curatious with respect to the subject of this Agreement. Curatious objects to and rejects any additional or different terms proposed by Member, including those contained in acceptance or website. Curatious’ failure to object elsewhere to any provisions of any subsequent document, communication, or act of Member shall not be deemed a waiver of any of the terms hereof. The party’s obligations hereunder are neither contingent on the delivery of any future functionality or features of the Service nor dependent on any oral or written public comments made by Curatious regarding future functionality or features of the Service.

— Assignment Member will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without Curatious’ prior written consent. Curatious may assign or transfer this agreement to any successor.

— Headings The headings of sections included in this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement.

— Language It is the express wish of the parties that this agreement and all related documents be drawn up in English.

— Contract for Services The parties intend this Agreement to be a contract for the provision of services and not a contract for the sale of goods. To the fullest extent permitted by law, the provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If Member is located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.

— Export Member agrees to comply with all applicable export laws.

— Authority Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

— Survival The following sections shall survive the expiration or termination of this Agreement: Proprietary Rights, Indemnification, Disclaimers, Limitations of Liability, Termination, Suspension and Expiration, and General.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING CURATIOUS

Last modified on November 1, 2015

This Agreement is a legally binding contract between you and Curatious LLC. Curatious provides the Service (as defined below) to you subject to and conditioned upon your acceptance of this Agreement. 

BY ACCESSING AND USING THE SERVICE IN ANY WAY, YOU AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, AND TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS, PLEASE DO NOT USE THE SERVICE OR THIS SITE, AND EXIT NOW.

Curatious may update and change any part or all of this Agreement, including, but not limited to, any fees and charges associated with the use of the Service. If we update or change this Agreement, we will post the updated version at www.curatious.com/learn/term-of-use. The updated Agreement will become effective and binding on the fifth business day after it is posted. When we change this Agreement, we will modify the "Last Modified" date above. We encourage you to review this Agreement periodically. For the purposes of these Terms of Use, "Member" means you or the entity on whose behalf you are agreeing to these Terms of Use, as identified in the applicable subscription form.

Definitions
“Agreement” means these Terms of Use and all materials referred or linked to in these Terms of Use.

"Member" means the person or entity agreeing to these terms and identified in the applicable subscription form.

"Member Data" means all information submitted by Member to or collected by Member via the Service, including, without limitation, information about Member and about Member’s art, and all materials that Member submits for public display through the Service.

"Curatious" means Curatious LLC and any entity which directly or indirectly controls, is controlled by, or is under common control with Curatious LLC.

"Curatious Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags incorporated into the Service by Curatious or provided by Curatious for use in connection with the Service.

"Service" means Curatious’ web-based art indices, databases, tools, and platform which are developed, operated, and maintained by Curatious, accessible via curatious.com or another designated URL, and any ancillary online or offline products and services provided to Member by Curatious, to which Member is being granted access under this Agreement. The Service includes the Curatious Content, and does not include Third-Party Products or other software or products provided by Curatious. 

"Third-Party Products" means professional services, online web-based applications and offline software products that are provided by third parties, interoperate with, or are used in connection with the Service, and are identified as being provided by third parties.

"Third-Party Sites" means third-party websites linked to from within the Service, including, without limitation, any communications services.

"User(s)" means Member’s employees, representatives, consultants, contractors, or agents who are authorized by Member to use the Service and who have been supplied user identifications and passwords by Member (or by Curatious at Member’s request).

The Service
As provided in this Agreement, Curatious will provide Member access to the Service. Member’s access to and use of the Service is governed by the terms of this Agreement.

Curatious adds features to and modifies the Service from time to time, in order to improve its members’ experience. Nothing in this Agreement shall prohibit Curatious from making such changes to the Service, provided that the Service, as so changed, shall be the Service as that term is used in this Agreement. Curatious reserves the right to provide some or all elements of the Service through use of third-party providers.

Member Support
Email support for the Service is available Monday through Friday, from 9AM to 5PM EST (GMT-5), excluding US national holidays. Click here for Contact details. Curatious uses commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for planned downtime for maintenance.

Curatious’ Proprietary Rights
This is an Agreement for access to the Service, and Member is not granted a license to any software by this Agreement. The Service is based upon proprietary Curatious technology and includes the Curatious Content. The Service is protected by applicable intellectual property and other laws, including patent, trademark, and copyright laws. The Service, including all intellectual property rights in the Service, belongs to and is the property of Curatious or its licensors (if any). Curatious owns and retains all copyrights in the Curatious Content.

The Curatious Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and Member agrees not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivative works based on the Curatious Content or the Service, in whole or in part, by any means, except as expressly authorized in writing by Curatious. 

Curatious, the Curatious logos, and other marks used by Curatious from time to time are trademarks and the property of Curatious. The appearance, layout, color scheme, and design of the curatious.com site are protected trade dress. Member does not receive any right or license to use the foregoing.

Curatious may use and incorporate into the Service any suggestions or other feedback relating to the Service provided by Member personnel, without payment or condition.

Member’s Proprietary Rights
As between the parties, Member shall own and retain all rights to Member Data, and this Agreement does not grant Curatious any rights to such materials. Member grants permission to Curatious and its licensors to use Member Data only as necessary to provide the Service to Member, and not for any other purpose.

Confidentiality of Member Data
Definition of Confidential Information As used herein, "Confidential Information" means all Member Data that Member has not made publicly available on the Service or elsewhere. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to Member, (ii) was known to Curatious prior to its disclosure by Member without breach of any obligation owed to Member, (iii) is received from a third party without breach of any obligation owed to Member, (iv) was independently developed by Curatious, or (v) that Member has agreed in writing to permit Curatious to disclose to others.

Protection of Confidential Information Curatious shall: (i) protect the confidentiality of the Confidential Information of Member using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of Member for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of Member to any third party, and (iv) limit access to Confidential Information of Member to those of its and its Affiliates’ employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with Curatious containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.

Compelled Disclosure Curatious may disclose Confidential Information of Member if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) Receiving Party will provide Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, Receiving Party shall disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event shall Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.

Use of Member Data
Curatious will use Member Data only in order to provide the Service to Member and only as permitted by applicable law, this Agreement, and Curatious’s Privacy Policy, located at Privacy or such other site as Curatious may select.
 
Curatious will monitor use of the Service by all of its Members in order to improve the Service and add features useful to its Members. Curatious may collect and use data related to such use, in an aggregate and anonymous manner, to compile statistical and performance information. Member agrees that Curatious may use and publish such aggregate and anonymous information, provided that such information does not identify Member. 

Curatious will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Member Data. Member consents to the processing of Member Data in the United States.

Use of the Service
Member’s access to the Service is conditioned upon its representations and warranties that it will not:
— Use, or allow its Users to use, the Service in violation of the terms of this Agreement;

— Copy, modify, create a derivative work from, reverse engineer, or reverse assemble the Service, or otherwise attempt to discover any source code or allow any third party to do so;

— Sell, assign, sublicense, distribute, commercially exploit, grant a security interest in, or otherwise transfer any right in or make available to a third party, the Curatious Content or Service in any way;

— Use or launch any automated system, including, without limitation, "robots," "spiders," or "offline readers," that accesses the Service in a manner that sends more request messages to the Curatious servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;

— Use the Service in any manner that damages, disables, overburdens, or impairs any Curatious website or interferes with any other party's use and enjoyment of the Service;

— Attempt to gain unauthorized access to the Service;

— Access the Service by any means other than through the interface that is provided by Curatious for use in accessing the Service;

— Use the Service for any purpose or in any manner that is unlawful or prohibited by this Agreement.

Any unauthorized use of any Curatious Content or the Service may violate patent, copyright, trademark, and other laws. Member agrees to cooperate with Curaitous to prevent any unauthorized copying of the Service or Curatious Content.

Member shall promptly notify Curatious of any unauthorized use of its Users’ identifications and passwords or its account by following the instructions at success.Curatious.com/log-a-support-request.

Member agrees to use third-party Communication Services only in compliance with these Terms of Use. Curatious reserves the right to terminate any User’s access to any or all of the Service for repeated violations of this Section and will provide reasonably contemporaneous telephonic or electronic notice to Member. Member agrees that when using the Service, Member will not:

— Publish, post, upload, distribute, or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.

— Publish, post, upload, distribute or disseminate any art or other material protected by intellectual property laws (or by rights of privacy or publicity) unless Member has all necessary rights and consents to do so.

— Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

— Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person's computer.

— Conduct or forward pyramid schemes or chain letters.

— Download any file submitted by another user of the Service that Member knows, or reasonably should know, cannot be legally distributed in such manner.

— Falsify or delete any author attributions, legal, or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

— Restrict or inhibit any other user from using and enjoying the Service.

— Violate any code of conduct or other guidelines, which may be applicable for any of the Service.

— Harvest or otherwise collect information about others, including e-mail addresses, without their consent.

— Violate any applicable laws or regulations.

Third-Party Sites and Products
Third-Party Sites and Products are not under Curatious’s control, and Curatious is not responsible for the contents of any Third-Party Site or Product, including, without limitation, any link contained in a Third-Party Site, or any changes or updates to a Third-Party Site or Product. Curatious is not responsible for webcasting or any other form of transmission received from any Third-Party Site. Any Third-Party Sites and Products are provided to Member only as a convenience, and the inclusion of any Third-Party Site or Product does not imply endorsement by Curatious of the Third-Party Site or Product or any association of Curatious with it.

Indemnification
Member will indemnify, defend and hold Curatious harmless, at its expense, against any third-party action brought against Curatious (and its officers, directors, employees, agents, service providers, licensors, and affiliates) to the extent that such claim is based upon or arises out of (a) Member’s use of the Service; (b) Member’s noncompliance with or breach of this Agreement, (c) Member’s use of Third-Party Products, or (d) the unauthorized use of the Service by any other person using Member’s User information. Member will indemnify Curatious for the amount of a final judgment entered by a court of competent jurisdiction or a settlement, plus reasonable attorneys’ fees, that result from such a claim as provided in this subsection, provided that Curatious shall: notify Member in writing within thirty (30) days of Curatious’ becoming aware of any such claim; give Member sole control of the defense or settlement of such a claim (provided that Member may not settle any such claim unless the settlement unconditionally releases Curatious of all liability); and provide Member (at Member’s expense) with any and all information and assistance reasonably requested by Member to handle the defense or settlement of the claim. 

Disclaimers and Limitations of Liability
CURATIOUS AND ITS SERVICE PROVIDERS, LICENSORS, AND SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE SERVICE OR THE CURATIOUS CONTENT FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICE, AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. CURATIOUS AND ITS SERVICE PROVIDERS, LICENSORS, AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SERVICE AND THE CURATIOUS CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CURATIOUS IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CURATIOUS AND ITS SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER TYPE OF DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR COVER OR LOSS OF USE, DATA, REVENUE, OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICE, WITH THE DELAY OR INABILITY TO USE THE SERVICE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICE, OR FOR ANY CURATIOUS CONTENT, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF CURATIOUS OR ANY OF CURATIOUS’ SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO MEMBER.

IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, CURATIOUS IS DETERMINED TO HAVE ANY LIABILITY TO MEMBER OR ANY THIRD PARTY FOR ANY LOSS, HARM, OR DAMAGE, MEMBER AGREES THAT THE AGGREGATE LIABILITY OF CURATIOUS AND ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, LICENSORS, OR SUPPLIERS SHALL, IN ALL CASES, BE LIMITED TO THE LESSER OF FIFTY DOLLARS OR THE TOTAL AMOUNTS ACTUALLY PAID BY MEMBER FOR THE SERVICE IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

CURATIOUS DISCLAIMS ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS USED BY MEMBER. CURATIOUS’ LIABILITY WITH RESPECT TO ANY THIRD-PARTY PRODUCTS OR THIRD PARTY CONTENT PROVIDED WITH THE SERVICE SHALL BE SUBJECT TO THIS SECTION. 

MEMBER UNDERSTANDS AND AGREES THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK AND AN ESSENTIAL PART OF THIS AGREEMENT. MEMBER UNDERSTANDS AND AGREES THAT, ABSENT MEMBER’S AGREEMENT TO THIS LIMITATION OF LIABILITY, CURATIOUS WOULD NOT PROVIDE THE SERVICE TO MEMBER. 

Termination, Suspension, and Expiration
— Termination or Suspension for Illegal Acts Curatious may terminate this Agreement or suspend Member’s access to the Service for any conduct of Member that violates applicable local, state, federal, or foreign laws or regulations. Curatious shall provide prompt electronic or telephonic notice of such event.

— Suspension for Ongoing Harm If Member’s use of the Service (a) is being subjected to denial of service attacks or other activity that is causing immediate, material, and ongoing harm to Curatious or others, or (ii) is being used to engage in denial of service attacks, spamming, or illegal activity, or (iii) is causing immediate, material, and ongoing harm to Curatious or others, then Curatious may, with reasonably contemporaneous electronic or telephonic notice to Member, suspend all or any access to the Service. In this extraordinary circumstance, Curatious will use commercially reasonable efforts to limit the suspension to the affected portion of the Service and promptly resolve the issues causing the suspension of the Service. Curatious shall not be liable to Member nor to any third party for any suspension of the Service in accordance with this subsection.

— Effect of Termination or Expiration Immediately upon termination or expiration of this Agreement as provided herein, Member shall cease all use of the Service and return or destroy all Curatious Content in its possession.

— Retrieval of Member Data Upon request by Member made within 30 days after the date of termination or expiration of this Agreement, Curatious will provide Member with temporary access to the Service to retrieve, or Curatious will provide Member with copies of, all Member Data then in its possession or control. After such 30-day period, Curatious shall have no obligation to maintain or provide any Member Data and shall thereafter, unless legally prohibited, delete all Member Data in its systems or otherwise in its possession or control.

General
— Amendment; No Waiver Curatious may update and change any part or all of this Agreement, including, but not limited to, fees and charges associated with the use of the Service. If Curatious updates or changes this Agreement, Curatious will post the updated Agreement at www.curatious.com/learn/terms-of-use. The updated Agreement will become effective and binding on the fifth business day after it is posted. When Curatious changes this Agreement, it will modify the "Last Modified" date above. Curatious encourages all of its Members to review this Agreement periodically. No delay in exercising any right or remedy will operate as a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be construed as a waiver of any right or remedy on any future occasion.

— Applicable Law To the maximum extent permitted by law, this Agreement shall be governed by the laws of the State of New York, U.S.A. without reference to conflicts of law principles, and both parties hereby consent to the exclusive jurisdiction and venue of courts in New York, New York, U.S. in all disputes arising out of or relating to the use of the Service. Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including, without limitation, this paragraph.

— Force Majeure Neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, Internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. 

— Actions Permitted Except for actions related to breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to the Agreement may be brought by either party more than one year after the cause of action has accrued.

— Relationship of the Parties Curatious and Member agree that no joint venture, partnership, employment, or agency relationship exists between Member and Curatious as a result of this Agreement or Member’s use of the Service.

— Compliance with Laws Curatious will comply with all applicable U.S. state and Federal laws in its provision of the Service and its handling of Member Data. Curatious’ provision of the Service is subject to existing laws and legal process, including Curatious’ rights and obligations to cooperate and comply with governmental, court, and law enforcement requests or requirements relating to Member’s use of the Service or information provided to or gathered by Curatious with respect to such use. Curatious reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request.

— Severability If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.

— Notices Notice shall be sent to the contact address set forth here (as such may be changed by notice given to the other party), and shall be deemed delivered as of the date of actual receipt. To Curatious: Curatious LLC, 515 Broadway Ste 3BF, New York NY 10012, Attention: Founder. To Member: Member’s address, if provided in Curatious’ account Information for Member, or email address. Curatious may give electronic notices applicable to its Service Member base by means of a general notice via the Service and may give electronic notices specific to Member by email to appropriate Member e-mail addresses on record in Curatious’ account information for Member. Curatious may give telephonic notice to Member by calls to appropriate numbers on record in Curatious’ account information for Member.

— Entire Agreement Unless otherwise expressly stated herein, this Agreement constitutes the entire agreement between Member and Curatious with respect to the Service and supersedes all prior or contemporaneous communications, proposals, and agreements, whether electronic, oral, or written, between Member and Curatious with respect to the subject of this Agreement. Curatious objects to and rejects any additional or different terms proposed by Member, including those contained in acceptance or website. Curatious’ failure to object elsewhere to any provisions of any subsequent document, communication, or act of Member shall not be deemed a waiver of any of the terms hereof. The party’s obligations hereunder are neither contingent on the delivery of any future functionality or features of the Service nor dependent on any oral or written public comments made by Curatious regarding future functionality or features of the Service.

— Assignment Member will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without Curatious’ prior written consent. Curatious may assign or transfer this agreement to any successor.

— Headings The headings of sections included in this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement.

— Language It is the express wish of the parties that this agreement and all related documents be drawn up in English.

— Contract for Services The parties intend this Agreement to be a contract for the provision of services and not a contract for the sale of goods. To the fullest extent permitted by law, the provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If Member is located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.

— Export Member agrees to comply with all applicable export laws.

— Authority Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

— Survival The following sections shall survive the expiration or termination of this Agreement: Proprietary Rights, Indemnification, Disclaimers, Limitations of Liability, Termination, Suspension and Expiration, and General.