· Our details
· Your responsibility for others who access our website using your device or internet connection
· Other documents governing your use of our website
· Availability of our website
· Your account details
· Ownership of material on our website
· Information and content on our website provided on non-reliance basis
· Permitted use of materials on our website
· Prohibited uses of our website
· Viruses and other harmful content
· Links to other websites
· Links to our website
· EXCLUSIONS ANDLIMITATIONS OF LIABILITY
· AGERESTRICTIONS ON USE OF OUR WEBSITE
· Governing law and jurisdiction
· Copyright, credit and logo
1. Our details
1.1 Exchange Technologies International, Inc. (Company, we, our and us) operates the website.
1.2 We are a corporation formed under the laws of the State of Delaware in the United States.
1.3 Our address is PO Box 4668, PMB 94407, New York, NY 10163-4668
1.4 Our contact telephone number is 828-283-0326 and our contact email address is email@example.com.
Our website includes a digital platform (Platform) that facilitates the matching of potential donors of artworks and other assets (collectively, Objects) with museums and institutions that are potential recipients of those Objects. As the provider of the website and the Platform, we do not own, sell, provide, control, manage, offer, deliver or supply any of the Objects, and any donor transactions that may be facilitated through the Platform are entered into exclusively and directly between users of the Platform. We are not and do not become a party to or other participant in any such transaction. We may facilitate communication between prospective donors and recipients through the Platform, but such services are offered for convenience only.
2. Your responsibility for others who access our website using your device or internet connection
3. Other documents governing your use of our website
4. Availability of our website
4.1 We make no representations and provide no warranties that:
(a) the website will be made available at any specific time or from any specific geographical location;
(b) your access to the website will be continuous or uninterrupted; or
(c) the website will be accessible or optimized on all browsers, computers, tablets, phones or viewing platforms.
4.2 We reserve the right to suspend access to all or part of the website for any reason, including for business or operational reasons, such as improving the appearance or functionality of the website, content updates, periodic maintenance, or to resolve any issues that we become aware of. Wherever we anticipate that we need to suspend access to the website for a considerable period of time, we will try to provide you with prior notice where reasonably practicable.
4.3 Our website is provided for users in the United States and Canada only. Although it may be possible to access the website from other countries, we make no representation that our website is compliant with any legal requirements in force in any jurisdiction other than the United States, or that the content available on the website will be appropriate for users in other countries or states.
(a) to reflect any changes in the way we carry out our business;
(b) to account for any changes we make to our website, including, without limitation, any new features or functionality we provide, any adjustments to the means by which we provide notices to you, or any changes in the content, purpose or availability of the website;
(c) to accurately describe our current data-processing activities so that you are kept up to date with our latest practices;
(e) to ensure that our documentation complies and remains compliant with any and all current and future applicable laws, regulations and official guidance.
6. Your account details
6.1 If we provide you with account information such as a user name, identification number, account code and/or password, you must keep such information confidential and secret and not disclose it to anyone. All account information is provided for use of the named account holder only, and not for any other person. You are responsible for any consequences of unauthorised access to your account due to any disclosure of your account information to any third party.
6.2 Where we provide you with the option to select your own login information, including a password, we recommend that you supply login information unique to your own use of this website, and do not use information from other accounts you may hold with other websites or any easily discoverable information about you. You are responsible for any consequences of unauthorised access to your account due to any disclosure of your login information to any third party.
6.3 You must never use another user’s account without permission. When creating your account, you must provide accurate and complete information. You agree that you will not solicit, collect or use the login credentials of other individuals. We prohibit the creation of, and you agree that you will not create, an account for anyone other than yourself. You also represent that all information you provide to us upon registration and at all other times will be true, accurate, current, and complete. You agree to update your information as necessary to maintain its truth and accuracy.
6.5 If you know or suspect that the confidentiality of your login information has been compromised, for example, by the disclosure of such information to any third party, you must immediately change your password. If you are unable to change your password, you must immediately notify us by email, at firstname.lastname@example.org.
7. Ownership of material on our website
7.1 All trademarks, service marks, trade names, logos, inventions, copyright and other intellectual property rights in our website and its content are either owned by us or licensed to us. All such rights are protected by intellectual property laws around the world, and all rights are reserved. Any use of the website and its contents, other than as specifically authorized herein, is strictly prohibited. Any rights not expressly granted herein are reserved by us.
7.3 In addition to the foregoing, users of the Platform may be permitted to publish text, images, or other content to the Platform (User Content). Each user who publishes any User Content to the Platform hereby grants us a nonexclusive, limited, non-assignable, fully paid-up, royalty-free, perpetual, and worldwide license to use such User Content on the Platform and for the Company’s general marketing purposes.
8. Information and content on our website provided on non-reliance basis
8.2 The content on our website is not intended to be construed as advice, including without limitation any tax, financial, or other professional advice. You must not rely on any of the content of our website for any purposes whatsoever, and you must seek your own independent professional advice before deciding to take any course of action on the basis, whether in whole or in part, of any of the content available on our website at any time.
8.3 We make no representations and provide no warranties whatsoever, whether express or implied, that any of the content or materials available on our website from time to time, including without limitation User Content, are accurate, up to date or complete. In particular, and without limiting the foregoing, all information published on the Platform regarding any Object is provided on an “as is” basis, and we make no representations or warranties with respect to User Content published on the Platform about any Object, including User Content relating to the authenticity, authorship, origin, title, date, medium, size, condition, ownership, provenance, or other artistic details of any Object.
8.4 Without limiting the foregoing, we may solicit basic information from users to facilitate the registration process and may from time to time use commercially reasonable efforts to compare user information provided during the registration process with generally available public information on a cursory basis. However, we make no representations or warranties whatsoever as to the truth and completeness of any such information, and any such information that is published on the Website, on the Platform, or in any communications by the Company is provided solely on an “as is” basis.
9. Permitted use of materials on our website
9.1 The content on our website is provided for your personal, private and non-commercial use only. You may print or share the content from our website for lawful personal, private and non-commercial purposes. Users may share content with members of their household and within their organization, but not with any third parties. You may not otherwise extract, reproduce or distribute the content of our website without our prior written consent.
9.2 Whenever you print, download, share or pass on content from our website to others within your household or organization, you must not make any additions or deletions or otherwise modify any text from our website, you must not alter or change any images, media or graphics from our website in any way, you may not remove any accompanying text from such images, media or graphics, and you must ensure that all content is an accurate representation of the content as it appears on our website.
9.3 You are prohibited from using any robots, spiders, data mining or scraping technology or any similar third party tools for the extraction or reproduction of any data or content from our website without our prior written consent.
9.4 Whenever you pass on any content or materials from our website to others, you must acknowledge us as the authors of such content or materials (or any other authors wherever credited by us) at the time when you pass on such content or materials.
10. Prohibited uses of our website
10.2 You must not, without our prior written consent, access, interfere with, damage or disrupt in any way our website or any part of it, our systems, any of our hardware or equipment or any networks on which our website is hosted, any software that we use to create or modify the website or to make the website available to you, or any hardware, equipment, network, server, software or technology owned or operated by us or any third party.
(a) for any purpose that is unlawful or that in any way breaches any applicable laws or regulations, whether local, national or international;
(b) for any fraudulent purposes whatsoever;
(c) to conduct any unsolicited or unauthorised advertising or direct or indirect marketing to anyone by any means, or to otherwise spam, communicate with or market to any one any goods, services or business not authorized by us;
(d) to upload, host or transmit any viruses, malware, adware, spyware, worms, Trojan horses, keystroke loggers, spyware, logic bombs, time bombs or any other harmful programs or code which could adversely affect the use or operation of the website, our hardware or systems, or the computers, tablets, phones or other devices of any users or other third parties, or to upload any content or materials containing any such content;
(e) to communicate with, harm or attempt to harm children in any way;
(f) to publish or disseminate any inappropriate, obscene, or abusive content;
(g) to publish or disseminate any information that is not consistent with the intended use of the website or the Platform; or
10.4 You must not submit any information about you to us if you are under the age of 18, or about any other person who is either:
(a) under the age of 18; or
(b) if they are aged 18 or above, where you have not received their prior written consent to submit information about them to us.
10.5 You must not submit to us any information which is considered ‘sensitive personal information’. ‘Sensitive personal information’ is information about you or any other person which reveals your or their racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership or which is genetic data, biometric data, information which concerns your or their health, sex life or sexual orientation.
10.6 If you accidentally or intentionally submit such information to us, you will be considered to have consented to our processing of that information on the basis of Article 9(2)(a) of the General Data Protection Regulation (Regulation (EU)2016/769).
10.7 In addition to the foregoing, you shall not, and shall not permit any third party using your account to, take any action or submit content that (i) infringes any patent, trademark, service mark, trade secret, copyright, right of publicity, privacy right or other right of any other person or entity, or violates any applicable law or contract; (ii)you know is false, misleading, or inaccurate; (iii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, tortious, obscene, offensive, profane, or invasive of another's privacy, constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters; or (iv) impersonates any person or entity, including any employee or representative of the Company.
10.8 By offering any Object for donation on the Platform, you thereby represent and warrant to us that: (i) you are either the sole and exclusive owner of the Object or have the authority to act on such owner’s behalf; (ii) you, or the owner on whose behalf you are acting, has good, valid, and marketable title to the Object; (iii) you have full authority to give, transfer, and assign all right, title, and interest in and to the Object, whether on your own behalf or on behalf of the Object’s owner, as applicable; (iv) the Object is free and clear of all liens, claims, and other encumbrances and restrictions of any kind; and (v) to the best of your knowledge, the object has not been imported or exported into or out of any country contrary to applicable laws or regulation.
10.10 We reserve the right, at any time at our solediscretion, to approve, decline, list, de-list, re-list, delay, or suspend thelist of any Object on the Platform.
10.11 Without limiting any of the foregoing, each userwho lists an Object for donation on the Platform acknowledges, confirms andagrees that: (a) such Object must remain on the Platform for the duration ofthe donor cycle provided to you in writing by the Company; and (b) for theduration of such donor cycle, you will not enter into any donation or salearrangement with respect to such Object other than through the Platform.
11. Viruses and other harmful content
11.1 We do notguarantee that our website does not contain viruses or other malicioussoftware.
11.2 We shall not beresponsible for any bugs or viruses on our website, or any software that mightbe transferred to your computer from our website, or any consequences which thepresence or operation of such programs may have.
11.3 You must ensurethat you have in place up-to-date and effective anti-virus protection on yourcomputer or other browsing device.
11.4 You must notupload or otherwise introduce to our website any viruses, malware, spyware,adware, Trojan horses, worms, logic bombs, time bombs, keystroke loggers or anyother programs or code that is harmful or malicious.
11.5 You must notuse any third parties, software or technology to attempt to gain unauthorisedaccess to our website, our servers, systems, hardware, software or data.
11.6 You must notattempt to perform any denial of service type attack on our website.
11.7 You must notperform any action which would contravene the Computer Misuse Act 1990.
11.8 We may reportany breach or suspected breach of this clause 11 (Viruses andother harmful content) to the relevant authorities and may disclose youridentity.
12. Links to other websites
12.1 Links to thirdparty content or websites may appear on our website from time to time. We are not responsible for the content of anywebsites accessible via any link(s) on our website. All content on third partywebsites is outside of our control, and we do not represent or warrant thatsuch content is related to us or our website, suitable or appropriate for useor viewing, lawful or accurate.
13. Links to our website
13.1 You may notlink to our website without our prior written consent.
13.2 Where you haveobtained our consent to link to our website:
(a) you may providelinks to our website on other websites owned by you, provided that suchwebsites and the use of any links to our website comply with these Terms ofUse;
(b) wherever youpost a link to our website on any other website, you agree that you will do soin an appropriate manner, and not in any way which is defamatory or disparagingtowards us, which misrepresents us or our business, or which causes any harmwhatsoever to us or our business; and
(c) you must notlink to our website in order to suggest any form of joint venture, partnership,collaboration, affiliation, business relationship, approval or endorsement inconnection with us where none exists and in any event, without having firstobtained our prior written consent.
13.3 We may withdrawpermission to link to our website at any time. In the event that we withdrawpermission to link to our website and inform you of the same, you mustimmediately remove or cause to be removed any links to our website.
14. EXCLUSIONS AND LIMITATIONS OF LIABILITY
14.1 We do notexclude our liability to you where it would be unlawful to do so, for example,for death or personal injury caused by our negligence. If applicable law doesnot allow all or any part of the below limitations of liability to apply toyou, the limitations will apply to you only to the maximum extent permitted byapplicable law.
14.2 SUBJECT TO THEAFORESAID, IN NO EVENT SHALL WE (INCLUDING OUR PARENTS, SUBSIDIARIES,AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS) UNDER ANYCIRCUMSTANCES WHATSOEVER BE LIABLE TO YOU FOR ANY LOSS, DAMAGE (WHETHER DIRECT,INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OROTHERWISE) COSTS, EXPENSES, LIABILITIES OR PENALTIES, WHETHER IN CONTRACT,TORT, BREACH OF STATUTORY DUTY OR OTHERWISE, WHETHER FORESEEABLE OR UNKNOWN,ARISING FROM, IN CONNECTION WITH OR RELATING TO:
(a) YOUR USE OF OURWEBSITE;
(b) ANY CORRUPTIONOR LOSS OF DATA;
(c) ANY INABILITYTO ACCESS OUR WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY INTERRUPTIONS,SUSPENSION OR WITHDRAWAL OF OUR WEBSITE (FOR ANY REASON WHATSOEVER);
(d) ANY USE YOUMAKE OF ANY CONTENT OR MATERIALS ON OUR WEBSITE, INCLUDING ANY RELIANCE YOUMAKE ON SUCH CONTENT OR MATERIAL;
(e) ANY LOSS OFSAVINGS, PROFITS, SALES, BUSINESS OR REVENUE;
(f) ANY LOSS OFREPUTATION OR GOODWILL;
(g) ANY LOSS OFSAVINGS;
(h) ANY LOSS OF ACHANCE OR OPPORTUNITY;
(i) ANY ADVERSE TAXCONSEQUENCES RESULTING FROM ANY TRANSACTION INVOLVING AN OBJECT, OR
(j) ANY OTHERSECONDARY, CONSEQUENTIAL OR INDIRECT LOSSES,
AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS ORDAMAGE, WITHOUT LIMITATION, YOU ASSUME AND SHALL BE LIABLE FOR THE ENTIRE COSTOF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY SUCH LOSS,DAMAGE, COSTS, EXPENSES, LIABILITIES OR PENALTIES ARISING.
14.3 Youspecifically agree that we shall not be liable for any content or thedefamatory, offensive or illegal conduct of any third party and that the riskof harm or damage from the foregoing rests entirely with you.
14.4 YOU AGREE THATIN THE EVENT THAT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES ARISING OUT OF, ORIN CONNECTION WITH, OUR ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOUARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTINGANY EXPLOITATION OF ANY WEBSITE, SERVICE, PROPERTY, PRODUCT OR OTHER CONTENTOWNED OR CONTROLLED BY US, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAINTHE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OREXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNEDOR CONTROLLED BY US.
14.5 You agree thathave no obligation to obtain any insurance coverage for any Object listed on the Platform.
14.6 To the extentthat any of the provisions of this clause 14 (EXCLUSIONSAND LIMITATIONS OF LIABILITY) are unenforceable as outright exclusions ofliability, they shall be construed as limitations on liability, limiting ourliability to you to the maximum extent permitted by law.
15.1 You (and alsoany third party for or on behalf of whom you operate an account or activity onthe website) agree to defend (at our request), indemnify and hold us harmlessfrom and against any claims, liabilities, damages, losses and expenses,including, without limitation, reasonable legal and attorneys’ fees and costs,arising out of or in any way connected with any of the following (including asa result of your direct activities on the website or those conducted on yourbehalf):
(a) your uploads,access to or use of the website;
(c) your violationof any third-party right, including, without limitation, any intellectualproperty right, publicity, confidentiality, property or privacy right;
(d) your violationof any laws, rules, regulations, codes, statutes, ordinances or orders of anygovernmental and quasi-governmental authorities, including, without limitation,all regulatory, administrative and legislative authorities; or
(e) anymisrepresentation made by you, including without limitation any false ormisleading information provided by you with respect to an Object (or theomission of any information that would be needed to make any publishedinformation not misleading).
15.2 You willcooperate as fully required by us in the defence of any claim. We reserve theright to assume the exclusive defence and control of any matter subject toindemnification by you, and you will not, in any event, settle any claim withoutour prior written consent.
16.1 THE WEBSITE ISPROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THEFULLEST EXTENT PERMISSIBLE BY LAW, WE DO NOT MAKE ANY REPRESENTATIONS ORWARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO:
(a) THE SERVICE;
(b) THE WEBSITECONTENT;
(c) USER CONTENT;
(d) CONTENTPUBLISHED ON THE PLATFORM; OR
(e) SECURITYASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO THE WEBSITE.
IN ADDITION, WE HEREBY DISCLAIM ALL WARRANTIES,EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE,CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTERVIRUS.
16.3 BY ACCESSING ORUSING THE WEBSITE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL INEVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.
16.4 WE DO NOTENDORSE CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TOANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL,PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ACTION OFANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT.
17. AGE RESTRICTIONS ON USE OF OUR WEBSITE
17.1 Our website andany products or services available on or via the website are not intended foruse by individuals under the age of 18.
17.2 IF YOU AREUNDER THE AGE OF 18, YOU MUST NOT USE OUR WEBSITE, PURCHASE OR ATTEMPT TOPURCHASE ANY OF OUR PRODUCTS OR SERVICES, OR SUBMIT ANY INFORMATION ABOUT YOUOR ANYONE ELSE TO US.
17.3 We do notknowingly or intentionally process information about any individual under theage of 18.
18. Governing law and jurisdiction
18.1 These Terms ofUse, any documents they refer to, and any disputes arising from or in relationto them or any documents they refer to, whether contractual or non-contractual,shall be governed by and construed in accordance with the laws of the State ofNew York and the federal laws of the United States.
19. Copyright, credit and logo
19.2 We will removeinfringing materials in accordance with the DMCA if properly notified thatcontent on our website infringes copyright. If you believe that your work hasbeen copied in a way that constitutes copyright infringement, please notify ourCopyright Agent in writing. Your notice must contain the following information(please confirm these requirements with your legal counsel, or see the U.S.Copyright Act, 17 U.S.C. §512(c)(3), for more information):
(a) an electronicor physical signature of the person authorized to act on behalf of the owner ofthe copyright interest;
(b) a descriptionof the copyrighted work that you claim has been infringed;
(c) a descriptionof where the material that you claim is infringing is located on the Site,sufficient for us to locate the material;
(d) your address,telephone number, and email address;
(e) a statement byyou that you have a good faith belief that the disputed use is not authorizedby the copyright owner, its agent, or the law; and
(f) a statement byyou that the information in your notice is accurate and, under penalty ofperjury, that you are the copyright owner or authorized to act on the copyrightowner's behalf.
If you fail to comply with these noticerequirements, your notification may not be valid.
Our designated copyright agent for notice ofalleged copyright infringement is:
Exchange Technologies International, Inc.
Attn: Copyright Agent
21 Alabama Ave
Asheville, NC 28806