MIAMI ART WEEK TERMS OF USE

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SITE.

Welcome to www.miamiartweek.org. This site is owned by Miami Art Week, LLC (the “Company”) and is operated by and on behalf of the Company and its affiliated companies, (collectively, the “Company”, “we”, “us” or “our”).

The following terms and conditions (the “Terms of Use”) govern your use of the following web sites and the subdomains thereof, (each such web site referred to herein as a “Company Site,” and collectively, the “Company Sites”). The Company Sites are made available by Miami Art Week, LLC (the “Company” or “we” or “us”).

By using this site, you agree to these Terms of Use and our Privacy Policy. Click here to review our Privacy Notice. If you do not agree to these Terms of Use, please do not use this site. We reserve the right, at our discretion, to change, add, remove or otherwise modify portions of these Terms of Use at any time. Please check these Terms of Use periodically for changes. Your continued use of this site following the posting of changes to these Terms of Use means you accept those change

We may change these Terms of Use from time to time, by posting such changes on the Company Sites, and such changes will be effective upon any further use of the Company Sites. BY USING THE Company SITES, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF USE AS APPLIED TO YOUR USE OF THE COMPANY SITES. IF YOU DO NOT AGREE TO THESE TERMS OF USE, PLEASE DO NOT ACCESS OR OTHERWISE USE THE COMPANY SITES.

1. Proprietary Rights. As between you and the Company, and except for your Submitted Materials (as defined in Section 5 below), the Company owns, solely and exclusively, all rights, title and interest in and to the Sites, all the content (including, but not limited to, all audio, photographs, images, illustrations, renderings, drawings, Webcasts, RSS feeds, podcasts, other services, graphics, logos, games, widgets, gadgets, applets, other distributable applications, other visuals, video, copy and software), software, code, data and other materials thereon (collectively, the “Site Content”), the look and feel, design and organization of the Company Sites, and the compilation of the Site Content, including but not limited to any copyrights, trademark rights, patent rights and other intellectual property and proprietary rights therein. Your use of the Company Sites does not grant to you ownership or title of, in or to any Site Content or any other part of the Company Sites.

2. Limited License. Subject to the terms and conditions set forth herein, the Company grants you a non-exclusive, non-transferable, limited license to access, view, use and display the Company Sites and Site Content and on your computer or other Internet-capable device, provided that you comply fully with these Terms of Use. The Company Sites and Site Content are for your personal, educational and noncommercial use only. Any commercial use, distribution, publishing or exploitation of the Company Sites, or any Site Content, is not allowed unless you have received the express prior written permission of the Company or the applicable rights holder.

3. Trademarks. The trademarks, logos, service marks and trade names that may be displayed on the Company Sites or on Site Content are registered and unregistered trademarks of the Company and other persons (collectively, the “Trademarks”), and may not be used unless authorized by the Trademark owner. Nothing contained on the Company Sites should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Company Sites without the Company’s written permission or that of the third party rights holder.

4. User Accounts. In order to access, browse and use certain services or features, or to submit content, information, materials or participate in certain activities, on the Company Sites, you may need to create an account on the Company Sites and submit certain personal information. The Company’s information collection and use policies with respect to user information are set forth in the Company Sites’ Privacy Policy, which is incorporated herein by reference for all purposes. When creating your account, you agree to provide only true, accurate, current and complete information, and you accept all responsibility for all activities that occur under your account or password, if any. You should not sell, transfer nor assign your account or allow others to use it, and you are responsible for maintaining the confidentiality of your user name and password. The Company reserves the right, in its sole discretion and without notice to you, to terminate your account and/or to restrict your access to all or part of the Company Sites for any reason, including without limitation for extended periods of inactivity.

5. Submitted Materials. Unless specifically requested, the Company does not solicit, nor does the Company wish to receive, any confidential, secret or proprietary information or other material from you through the Company Sites, by e-mail or in any other way. Any information, proposals, requests, creative works, pictures, photographs, videos, documents, letters, demos, ideas, suggestions, concepts, methods, systems, designs, drawings, renderings, plans, techniques or other materials submitted, posted, uploaded or sent or transmitted on or through the Company Sites in any manner, including, but not limited to the “Artwork Submission” section of the advertising sections of the Company Sites or via e-mail (collectively, “Submitted Materials”) will be deemed not to be confidential or secret, and may be used by the Company in any manner consistent with these Terms of Use and the Company Sites’ Privacy Policy.

YOU SHALL MAINTAIN COPYRIGHT TO YOUR SUBMITTED MATERIALS AT ALL TIMES.

By submitting, uploading, posting or sending Submitted Materials to or on the Company Sites, or via e-mail or social media platforms, you: (i) represent and warrant that either (A) your Submitted Materials are original to you and that no other party has any rights thereto or (B) that you have the necessary licenses, rights, consents and permissions to use such Submitted Materials and submit them to the Company Sites for the Company’s use in accordance with these Terms of Use and the purposes described on the Company Sites, and that any “moral rights” in the Submitted Materials have been waived; and (ii) you grant to the Company (and its affiliates) a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, make and export such material (in whole or part) and/or to incorporate it (in whole or in part) in other works (including, without limitation, the Company Sites and its respective social media accounts), products or services in any form, media, or technology now known or later developed. None of the Submitted Materials will ever be sold by the Company. The Company cannot be responsible for maintaining any Submitted Material that you provide to the Company or on or through any Company Site, and the Company may delete or destroy any such Submitted Material at any time.

6. Rules of Conduct. While accessing or using the Company Sites, the Site Content and the various other features available on the Company Sites, in addition to any other supplementary terms and conditions that may be posted or otherwise made available in connection with particular Company Sites, areas or features on the Company, you agree that you shall not:

· impersonate any person or entity or misrepresent your affiliation with any other person or entity;

· insert your own or a third party’s advertising, branding or other promotional content (including, without limitation, hyperlinks) into any of the Site Content or services on any Company Site (including, for example and without limitation, in an RSS feed or podcast received from the Company or otherwise through a Company Site), or into any of your Submitted Materials that you may submit to any Forum or any other areas of the Company Sites;

· alter, edit, delete, remove, fail to display, otherwise change the meaning or appearance of, or repurpose any of the Site Content, including, without limitation, any trademarks, trade names, logos, service marks, promotional taglines, or any other proprietary content or proprietary rights notices included therein or thereon;

· obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on or through the Company Sites through any means, including through means not intentionally made publicly available or provided for through the Company Sites;

· engage in spidering, “screen scraping,” “database scraping,” harvesting of e-mail addresses or other personal information, or any other automatic or unauthorized means of accessing, logging-in or registering on the Sites, or obtaining lists of users or other information from or through the Company Sites, including, without limitation, any information residing on any server or database connected to the Company Sites;

· use the Company Sites or its features and services in any manner that could interrupt, damage, disable, overburden or impair the Company Sites or interfere with any other party’s use and enjoyment of the Company Sites, including, without limitation, sending mass unsolicited messages or “flooding” servers with requests;

· circumvent, reverse engineer, decrypt, or otherwise alter or interfere (or attempt, encourage or support any one else’s attempt to do any of the foregoing) with the Company Sites or its services or any software on the Company Sites;

· create any links from a Company Site (or include any links in your submissions to any Forum or any other part of a Company Site) directed to Web sites or content owned or maintained by third parties;

· frame any third-party sites or content, in any manner that would constitute or could be interpreted as an endorsement or sponsorship by the Company of any third party site, content, information or other materials, or in any manner that would violate the terms and conditions of any such third party sites;

· upload, post, transmit, distribute or otherwise publish to, on or through the Sites, any information, content or materials which are false, fraudulent, misleading, unlawful, threatening, abusive, harassing, hateful, racially, ethnically or otherwise objectionable, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, including without limitation, any material which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law;

· use the Company Sites or the Site Content to, or in any other manner, violate, plagiarize or infringe the rights of third parties, including without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or rights of publicity or any other proprietary or legal right;

· upload, post, publish, distribute or otherwise transmit any information or material which constitutes or contains a virus, spyware, or other harmful component, or which contains any embedded links, advertising, chain letters or pyramid schemes of any kind; or

· use the Company Sites or its services (or any Site Content), in whole or in part, in violation of any applicable law.

8. Public Forums. The Company Sites may include certain features that would allow users to interact and communicate with each other and/or with the general public (such as messaging services, chat services, bulletin boards, message boards, blogs and other similar forums, areas and services) (collectively, the “Forums”). All of the terms and conditions set forth in these Terms of Use (as well as any other applicable, supplementary terms and conditions posted or otherwise made available in connection with particular features or services on the Company Sites), are applicable to your use of the Forums. It is important to remember that content submitted to a Forum may be recorded and stored in multiple places, both on the Company Sites and elsewhere on the Internet, and you may have no control over who will access or view them eventually. Therefore, you should be careful and selective about the information that you choose to disclose in such Forums and on the Company Sites in general about yourself and others, and in particular, you should not disclose any sensitive, personally identifiable, proprietary or confidential information in your submissions to the Forums.

9. Right to Monitor and Editorial Control. The Company reserves the right (but does not have nor assume any obligation) to monitor and/or review all information and materials posted or otherwise submitted to the Company Sites (including, without limitation, the Forums). The Company is not responsible for any such materials. However, the Company reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in the Company’s sole discretion, are objectionable or in violation of these Terms of Use, the Company’s policies or applicable law. The Company may also impose limits on certain features or restrict your access to part or all of the Company Sites, without notice or penalty, if the Company believes you are in breach of these Terms of Use or applicable law, or for any other reason without notice or liability.

10. Indemnification. You agree to defend, indemnify and hold the Company and its and their directors, officers, employees and agents harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from (i) your use of the Company Sites or the Site Content, (ii) your Submitted Materials, in whole or in part, or (iii) your breach or violation of the law or these Terms of Use. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with any such defense.

11. Orders for Products and Services. We may make certain products and services available for purchase or download to users of the Company Sites. You may only order products or services if, and you hereby represent and warrant that, you are domiciled in the United States and you are 18 years old (or the age of majority in your jurisdiction) or older. You agree to pay in full the cost of any purchases you make either by credit/debit card concurrent with your online order or by other payment means acceptable to the Company. You agree to pay all applicable taxes. If payment is not received by us from your credit or debit card issuer or its agents, you agree to pay all amounts due upon demand by us. Certain products and services that you may be able to purchase or download on or through the Company Sites may be subject to additional terms and conditions presented to you at the time of such purchase or download. We do not share your credit card information with anyone. For more information, please read our Privacy Policy.

To protect the security of your credit card information, we employ the industry-standard Secure Sockets Layer (SSL) technology. We also encrypt your credit card number if/when we store your order.

12. Linking to the Company Sites. You agree that, without the prior express permission of the Company: (a) if you include a link from any other web site to the any Company Site, such link shall open in a new browser window and shall link to the home page of a Company Site; (b) you are not permitted to link directly to any image hosted on the Company Sites, such as using an “in-line” linking method to cause the image hosted by us to be displayed on another web site; and (c) you may not link from any other web site to a Company Site in any manner such that a Company Site, or any page of a Company Site, is “framed,” surrounded or obfuscated by any third party content, materials or branding. The posting or creation of a link to any Company Site signifies that you have read the restrictions described herein and agree to abide by their terms. The Company may, in its sole discretion, insist that any link to a Company Site be discontinued, and the Company may revoke your right to link to a Company Site from any other web site at any time upon written notice to you.

13. Third Party Web Sites. You may be able to link from the Company Sites to third party web sites and third party web sites may link to the Company Sites (“Linked Sites”). You acknowledge and agree that the Company has no responsibility for any information, content, advertising, products, services or other materials on any Linked Sites, and that links to Linked Sites do not necessarily constitute an endorsement, approval or sponsorship thereof by the Company. If you choose to rely on any Linked Site, you are doing so at your own risk and you assume all responsibilities and consequences resulting from such choice.

14. DISCLAIMER OF WARRANTIES. THE COMPANY SITES, INCLUDING, WITHOUT LIMITATION, ALL SERVICES, FORUMS, CONTENT, FUNCTIONS, DOWNLOADS AND MATERIALS, ARE PROVIDED “AS IS,” “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, CORRECTNESS, PRECISION, THOROUGHNESS, COMPLETENESS OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THE COMPANY HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. THE COMPANY DOES NOT WARRANT THAT THE COMPANY SITES, THE SERVICES, THE FORUMS OR THE SITE CONTENT WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED IN A TIMELY MANNER OR AT ALL. THE COMPANY MAKES NO WARRANTY THAT THE COMPANY SITES, IN WHOLE OR IN PART, WILL MEET USERS’ REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY, OR FROM OR THROUGH THE COMPANY SITES, SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. THE COMPANY ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE COMPANY SITES OR YOUR DOWNLOADING OR UPLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE COMPANY SITES. IF YOU ARE DISSATISFIED WITH THE COMPANY SITES, YOU SHOULD DISCONTINUE USING THE COMPANY SITES. THE COMPANY DOES NOT NECESSARILY ENDORSE, SUPPORT, SANCTION, ENCOURAGE OR AGREE WITH ANY SITE CONTENT OR ANY SUBMITTED MATERIALS, OR ANY OPINION, RECOMMENDATION, CONTENT, LINK, DATA OR ADVICE EXPRESSED OR IMPLIED THEREIN, AND THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH SUBMITTED MATERIALS AND ANY OTHER CONTENT, MATERIALS OR INFORMATION AVAILABLE ON OR THROUGH THE COMPANY SITES CREATED OR PROVIDED BY USERS OR OTHER THIRD PARTIES. USE OF THE COMPANY SITES, CREATION OF AN ACCOUNT OR THE SUBMISSION OF ANY SUBMITTED MATERIALS DOES NOT GUARANTEE ACCEPTANCE OR USE THEREOF.

WITHOUT LIMITATION OF THE ABOVE IN THIS SECTION, THE COMPANY AND ITS AFFILIATES, SUPPLIERS AND LICENSORS MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING ANY PRODUCTS OR SERVICES ORDERED OR PROVIDED VIA ANY COMPANY SITE, AND HEREBY DISCLAIM, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE IN PRODUCT OR SERVICES LITERATURE, FREQUENTLY ASKED QUESTIONS DOCUMENTS AND OTHERWISE ON THE COMPANY SITES OR IN CORRESPONDENCE WITH THE COMPANY OR ITS AGENTS. ANY PRODUCTS AND SERVICES ORDERED OR PROVIDED VIA THE COMPANY SITES ARE PROVIDED BY THE COMPANY (OR ITS LICENSORS OR THIRD PARTY PROVIDERS OR SUPPLIERS) “AS IS”, EXCEPT TO THE EXTENT, IF AT ALL, OTHERWISE SET FORTH IN A LICENSE OR SALE AGREEMENT SEPARATELY ENTERED INTO IN WRITING BETWEEN YOU AND THE COMPANY OR ITS LICENSOR OR SUPPLIER.

15. LIMITATION OF LIABILITY. IN NO EVENT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL THE COMPANY, OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTENT OR SERVICE PROVIDERS (COLLECTIVELY, THE “PROTECTED ENTITIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE COMPANY SITES OR THE CONTENT, MATERIALS AND FUNCTIONS OF OR RELATED THERETO, YOUR PROVISION OF INFORMATION OR CONTENT VIA THE COMPANY SITES, LOST BUSINESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL THE PROTECTED ENTITIES BE RESPONSIBLE OR LIABLE FOR OR IN CONNECTION WITH ANY DISPUTE BETWEEN OR AMONGST USERS OF THE COMPANY SITES, OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE COMPANY SITES. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THESE TERMS OF USE OR YOUR USE OF THE COMPANY SITES EXCEED, IN THE AGGREGATE, THE GREATER OF (A) THE AMOUNT(S), IF ANY, PAID BY YOU TO THE COMPANY FOR YOUR USE OF ANY COMPANY SITE, OR (B) TEN DOLLARS ($10). ALL USERS OF THIS ARCHIVE SITE UNDERSTAND AND AGREE THAT (I) THE MUTUAL AGREEMENTS MADE IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK, AND (II) THE PARTIES HERETO WOULD NOT HAVE ENTERED INTO THESE TERMS OF USE WITHOUT THESE LIMITATIONS ON LIABILITY.

16. Jurisdictional Issues. The Company Sites are intended for users who are located in the United States of America and its territories, possessions and protectorates. The Company does not represent that materials on the Company Sites are appropriate or available for use in other locations. Persons who choose to access the Company Sites from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. Software from the Company Sites is further subject to United States export controls. No software from the Company Sites may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iran, North Korea, Sudan, Syria or any other country to which the United States has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders; or (iii) in any other manner that violates U.S. law. By downloading or using any such software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

17. Termination. The Company may terminate, change, suspend or discontinue any aspect of the Company Sites at any time. The Company may restrict, suspend or terminate your access to the Company Sites, to any Site Content and/or its services if we believe you are in breach of the these Terms of Use or applicable law, or for any other reason without notice or liability. The Company maintains a policy that provides for the termination in appropriate circumstances of the Company Sites use privileges of users who are repeat infringers of intellectual property rights.

18. Miscellaneous. These Terms of Use and the relationship between you and the Company shall be governed by the laws of the United States and the State of Florida, without regard to its conflict of law provisions. You agree that any cause of action that may arise under the Terms of Use shall be commenced and be heard in the appropriate court in the State of Florida, County of Miami Dade. You agree to submit to the personal and exclusive jurisdiction of the courts located within Miami Dade County in the State of Florida. The Company’s failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect.

19. Copyright. We respect the intellectual property rights of others, and require that the people who use the Company Sites do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to the Company’s Copyright Agent, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2) (the “DMCA”), named below:

· Your address, telephone number, and email address;

· A description of the copyrighted work that you claim has been infringed;

· A description of where the alleged infringing material is located;

· A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

· An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and

· A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

We will respond to notices of claimed copyright infringement in accordance with the DMCA.

Questions, comments or inquiries unrelated to the DMCA should be addressed to

Miami Art Week
Attention: Legal Department
Email: hello@miamiartweek.org

Thank you for taking the time to read this document.

Miami Art Week, LLC

terms of use