TERMS OF SERVICE
Effective as of April 15, 2015
Welcome to The Clarion List, the leading online directory of art service providers. These terms and conditions (the “Terms”) shall govern your relationship with Clarion and your access to and use of any and all of Clarion’s websites, applications and any other media platforms made available by Clarion now or in the future (collectively “Services”). By accessing or using the Services, you agree to abide by these Terms and you are entering into a legally binding contract with The Clarion List Inc. (“Clarion”). If you are unwilling or unable to be bound by the Terms contained herein, you do not have permission to access or use the Services.
1. DEFINITIONS. Except as may be set forth herein, all defined terms shall have the meanings set forth in this section.
A. “Clarion Content” means Content that we create and make available in connection with the Services.
B. “Content” means text, images, photos, audio, video, location data, and all other forms of data or communication.
C. “Services Content” means all of the Content that is made available in connection with the Services, including Your Content, User Content, Third Party Content, and Clarion Content.
D. “Third Party Content” means Content that originates from parties other than Clarion or its Users, which is made available in connection with the Services.
E. “User Content” means Content that other users submit or transmit to, through, or in connection with the Services.
F. “User” is someone who contributes to, accesses, browses or in any way uses the Services, including Vendors, as hereinafter defined.
G. “Vendor” is a legal entity registered to use the Services for Vendor’s business purposes;
H. “We,” “us,” and “our” refer to Clarion.
I. “You” and “your” refer to you, as a Vendor and/or User of the Services.
J. “Your Content” means Content that you submit or transmit to, through, or in connection with the Services, such as ratings, reviews, messages, and information. Your Content specifically includes Content submitted or transmitted by a Vendor.
2. MODIFICATIONS TO THE TERMS. We have the right to modify the Terms at our discretion from time to time. The most up to date version of these Terms will be located here. Your access to or use of the Services is governed by the Terms in effect at the effective at the time you access or use the Services. If material changes are made to the Terms, you will be notified prior to the effective date of the changes. The date at the top of this page is the date on which the last modification was made and all revised versions will be binding on you. Continued access and use of the Services indicates your acceptance of the Terms and any modifications thereto.
3. THE SERVICES.
A. USE OF THE SERVICES. You must be 18 years of age or older and have the requisite power and authority to enter into these Terms in order to access or use the Services. Competitors of Clarion may not access or use the Services. If Clarion has previously prohibited you from using the Services or closed your account you may not attempt to create another account using different information. You are responsible for complying with all laws and regulations in the country in which you live when you access and use the Services. You agree to use the Services only in compliance with these Terms and applicable law, and in a manner that does not violate our legal rights or those of any third party. We grant you permission to use the Services subject to the restrictions in these Terms. Your use of the Services is at your own risk. The Services may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability. You may not solicit Vendors for your own commercial purposes through use of the Services. Clarion reserves the right to terminate your right to use the Services in the event such solicitation occurs.
B. USER REGISTRATION. In order to contribute Content, Users must register to use the Services by creating an account and providing certain information about yourself, including a valid email address. Users may only create, maintain and use one account. You are responsible for maintaining the confidentiality of your account details including your password and for all activities that occur in connection with your account. You must notify Clarion immediately in the event you believe there has been unauthorized use of your account. Clarion may disable, close or suspend your account at any time for any reason. Unless stated otherwise, your account is for your personal, non-commercial use only. In order to strengthen the effectiveness and value of the Services, it is important for Users to provide accurate information about themselves when creating their accounts. Impersonation of persons other than yourself, including but not limited to famous figures, animals, past boyfriends and third grade teachers, is strictly prohibited. Only you may use your account. You may not create, maintain or utilize another User’s account. While you are not required to use your real name when identifying yourself to other Users, it is possible that other Users will be able to identify you based on the information you provide. You may not use your account to submit a rating or review of a company if you are the owner, employee, investor or advisor of that company, or a relative of someone who is.
C. VENDOR REGISTRATION. In order to contribute Content or claim a commercial listing, Vendors must register to use the Services by creating an account and providing certain information about your business, including a valid email address (“Vendor Account”). Vendors may only create, maintain and use one Vendor Account. You are responsible for maintaining the confidentiality of your Vendor Account details including your password and for all activities that occur in connection with your Vendor Account. You must notify Clarion immediately in the event you believe there has been unauthorized use of your Vendor Account. Clarion may disable, close or suspend your Vendor Account at any time for any reason. Unless stated otherwise, your Vendor Account is for your commercial use only. In order to strengthen the effectiveness and value of the Services, it is required that Vendors provide accurate information about their business when creating their Vendor Accounts. Impersonation of Vendors or persons other than yourself, including but not limited to your fiercest competitor, is strictly prohibited. Only authorized agents of a Vendor may use your Vendor Account. You may not create, maintain or utilize another Vendor’s account. Vendors must use accurate identifying information in order to claim their commercial listing.
D. COMMUNICATIONS FROM CLARION AND OTHER USERS. By creating an account with Clarion, you agree to receive certain communications in connection with the Services from other Users and from Clarion. You may opt out of receiving non-essential communications. By using the Services, you agree that Clarion shall have the right to contact you in order to verify, authenticate or otherwise substantiate any ratings, reviews or other Content you submit.
A. RESPONSIBILITY FOR YOUR CONTENT. By using the Services and submitting Your Content, you agree that you have no expectation of privacy concerning Your Content. Clarion shall have the right to remove any Content that violates the Terms or is otherwise objectionable in Clarion’s sole discretion. You are the only one responsible for Your Content. Once published, it may not be possible for your Content to be fully expunged. You assume all risks associated with Your Content. You represent that you own, or have the necessary permissions to use and authorize the use of Your Content as described herein, that Your Content is truthful, accurate and personal to you, and that Your Content does not violate the Terms or any applicable laws. You may not imply that Your Content is in any way sponsored or endorsed by Clarion or a Vendor. You may expose yourself to liability if, for example, Your Content contains material that is false, intentionally misleading, or defamatory; violates any third-party rights, including copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, and/or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation. Clarion has no obligation, right or duty to maintain or otherwise store copies of Your Content.
B. CLARION’S RIGHT TO USE YOUR CONTENT. Clarion may use Your Content as we see fit at our discretion. With respect to Your Content, we may utilize, publish, display, edit, create derivative works from, promote, distribute or allow third parties to do the same. By using the Services, you hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use Your Content for any purpose. You also irrevocably grant the Users of the Services the right to access Your Content in connection with their use of the Services. Finally, you irrevocably waive, and cause to be waived, against Clarion and its Users any and all claims with respect to Your Content.
C. OWNERSHIP. As between you and Clarion, you own Your Content. We own the Clarion Content, including but not limited to the design, layout and our compilation of User Content and other Services Content, Services excluding Your Content, User Content and Third Party Content. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world (“IP Rights”) associated with the Clarion Content and the Services, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Clarion Content. You may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Clarion Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Services and the Clarion Content are retained by us.
5. ADVERTISING. When using the Services, you may notice that the Services contain advertisements for Clarion or third parties. Clarion and its licensees may display advertisements and other information adjacent to or included with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you. The Services may contain links to third party websites (“Third Party Websites”) and advertisements for third parties (collectively, “Third Party Websites & Ads”). When you click on a link to a Third Party Website or Ad, we will not warn you that you have left our Website and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third Party Websites are not under the control of Clarion and Clarion is not responsible for any Third Party Websites & Ads.
6. RESTRICTIONS. Clarion is under no obligation to enforce the Terms on your behalf against another User. While we encourage you to let us know if you believe another user has violated the Terms, we reserve the right to investigate and take appropriate action at our sole discretion. By using the Services, you agree not to, and will not assist, encourage, or enable others to use the Services to:
A. Produce or publish false or misleading content, for example, by writing a fake or defamatory review, trading reviews with other businesses, or compensating someone or being compensated to write or remove a review;
B. Violate any third party’s rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
C. Use the Services in a way that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane.
D. Use the Services in a way that promotes hate, bigotry or discrimination of any kind.
E. Inappropriately promote a business or other commercial venture or event, or otherwise use the Services for commercial purposes, except in connection with a Vendor Account and as expressly permitted by Clarion;
F. Use the Services to create, build or promote a competing business of Clarion;
G. Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate the Services’ search results or any third party websites;
H. Solicit personal information from minors, or submit or transmit pornography; or
I. Violate any applicable law or the Terms;
J. Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Services or Services Content (other than Your Content), except as expressly authorized by Clarion;
K. Use any robot, spider, Services search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of the Services or any Services Content;
L. Reverse engineer any portion of the Services;
M. Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Services or on any materials printed or copied from the Services;
N. Record, process, or mine information about other Users;
O. Access, retrieve or index any portion of the Services for purposes of constructing or populating a searchable database of business reviews;
P. Reformat or frame any portion of the Services;
Q. Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on Clarion’s technology infrastructure or otherwise make excessive traffic demands of the Services;
R. Attempt to gain unauthorized access to the Services, User accounts, Vendor Accounts, computer systems or networks connected to the Services through hacking, password mining or any other means;
S. Use the Services or any Services Content to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature (collectively, “Viruses”);
T. Use any device, software or routine that interferes with the proper working of the Services, or otherwise attempt to interfere with the proper working of the Services;
U. Use the Services to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Services or Services Content; or
V. Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Services, features that prevent or restrict the use or copying of Services Content, or features that enforce limitations on the use of the Services.
The restrictions above only apply to the extent permissible under applicable law. Nevertheless, you agree not to act contrary to them (even if permissible under applicable law) by agreeing to these Terms.
7. PRIVACY. You represent that you have read and understood our Privacy Statement. Note that we may disclose information about you to third parties if we have a good faith belief that such a disclosure is reasonably necessary to (i) take action regarding suspected illegal activities; (ii) enforce or apply our Terms and Privacy Statement; (iii) comply with legal process or other government inquiry, such as a search warrant, subpoena, statute, judicial proceeding, or other legal process served on us; or (iv) protect our rights, reputation, and property, or that of our Users, affiliates, or the public. If you use the Services outside of the United States, you consent to having your personal data transferred to and processed in the United States.
8. SUGGESTIONS AND IMPROVEMENTS. By sending us any ideas, suggestions, documents or proposals related to how we operate the Services (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against Clarion and its Users any claims and assertions of any moral rights contained in such Feedback.
9. INDEMNITY. You agree to indemnify, defend, and hold Clarion, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them (collectively, the “Clarion Entities”) harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of the Services, (ii) your violation of the Terms, (iii) any products or services purchased or obtained by you in connection with the Services, or (iv) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. Clarion reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of Clarion. Clarion will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
10. DISCLAIMERS AND LIMITATIONS OF LIABILITY.
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE CLARION ENTITIES TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER SECTION OF THESE TERMS, PLEASE CONSULT WITH A LEGAL PROFESSIONAL PRIOR TO ACCESSING OR USING THE SERVICES. BY ACCESSING OR USING THE SERVICES, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.
THE SERVICES IS MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE CLARION ENTITIES MAY NOT MONITOR, CONTROL, OR VET USER CONTENT. AS SUCH, YOUR USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. THE CLARION ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SERVICES, ITS SAFETY OR SECURITY, OR THE SERVICES CONTENT. ACCORDINGLY, THE CLARION ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SERVICES’ INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE BUSINESS LISTINGS, USER RATINGS, REVIEWS (INCLUDING THEIR CONTENT, ORDER, AND DISPLAY), OR METRICS FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE SERVICES.
THE CLARION ENTITIES MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES OR ADVERTISERS LISTED ON THE SERVICES OR THE SERVICES’ USERS. ACCORDINGLY, THE CLARION ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR BUSINESS MISUSES YOUR CONTENT, IDENTITY OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE BUSINESSES OR ADVERTISERS LISTED OR FEATURED ON THE SERVICES. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE SERVICES IS AT YOUR OWN DISCRETION AND RISK.
THE CLARION ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE SERVICES, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO YOU BY A REPRESENTATIVE OF ONE OF THE CLARION ENTITIES SHALL CREATE A REPRESENTATION OR WARRANTY.
YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICES, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICES.
THE CLARION ENTITIES’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICES OR THESE TERMS IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO THE CLARION ENTITIES IN CONNECTION WITH THE SERVICES IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) $50.
THE CLARION ENTITIES DISCLAIM LIABILITY FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA.
11. CLAIMS AND DISPUTES.
A. These Terms shall be governed and construed pursuant to New York Law. Any claim, cause of action or dispute that may arise between you and Clarion (a “Claim”), shall be governed by New York law without regard to conflict of law provisions. FOR ANY CLAIM BROUGHT BY EITHER PARTY, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN NEW YORK.
B. If you have a dispute with one or more Users, you release Clarion and the Clarion Entities from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
C. YOU AND CLARION EXPRESSLY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
A. These Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Services, unless terminated earlier in accordance with these Terms.
B. We may close your account, suspend your ability to use certain portions of the Services, and/or ban you altogether from the Services for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing your account, the Services, Your Content, Services Content, or any other related information.
C. In the event of any termination of these Terms, whether by you or us, Sections 3, 4, 6, 9, 10 and 11 will continue in full force and effect, including but not limited to our right to use Your Content.
A. We reserve the right to modify, update, or discontinue the Services at our sole discretion, at any time, for any or no reason, and without notice or liability.
B. We may provide you with notices, including those regarding changes to the Terms by email, regular mail or communications through the Services.
C. Except as otherwise stated herein, nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.
D. The Terms, as amended from time to time, contain the entire agreement between you and Clarion regarding the use of the Services. Any and all prior agreements, understandings and representations are hereby terminated and canceled in their entirety and are of no further force and effect. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.
E. Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.
F. If any provision of the Terms, or any portion thereof, is held to be invalid and unenforceable, then the remainder of the Terms shall nevertheless remain in full force and effect. Any otherwise void, invalid or unenforceable section, term or provision of the Terms shall be so construed, or reformed, as to alter, amend or change any such term, provision or condition to the extent necessary to render it valid, lawful and enforceable, while also giving maximum effect to the parties’ originally intended purpose or result, short of creating any void, invalid or unenforceable provision, term or condition.
G. The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with Clarion’s prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void.
H. Section headings are for convenience only and are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.
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