PLEASE READ THESE TERMS AND CONDITIONS OF SERVICE CAREFULLY BEFORE ACCESSING THE galleryManager SERVICE. BY USING ANY PART OF THE galleryManager SERVICE, YOU AGREE TO BE BOUND BY THE TERMS HEREOF.
Terms and Conditions of Service (TOS)
Our monthly fee includes access to our galleryManager proprietary service (the “Service”). The Service, all major or minor releases of the software, if any, the complete source code and object code, and all permitted copies are and shall remain the sole and exclusive property and a valuable trade secret of galleryManager. galleryManager shall retain all rights, title and interest in any and all related patents, patent applications, copyrights, copyright applications, trademarks and trade names in the United States and elsewhere relating to the Service. You may not disclose or make available to third parties the Service or any portion thereof without our prior written approval. You may not modify, reverse engineer, decompile, disassemble or create derivative works from the Service.
The product provided by galleryManager is provided “AS IS,” WITHOUT WARRANTY OF ANY KIND TO USER OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OR MERCHANTABILITY OF THE SERVICE; FITNESS FOR YOUR PURPOSE OR SYSTEM INTEGRATION; ACCURACY OF INFORMATIONAL CONTENT; CORRUPTION OF FILES, INCOMPATIBILITY OF EQUIPMENT, ERRORS, NON-INFRINGEMENT; QUIET ENJOYMENT; AND TITLE. USER AGREES THAT ANY EFFORTS BY galleryManager TO MODIFY ITS SERVICE SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ANY ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. galleryManager IS ALSO NOT RESPONSIBLE FOR THE RELIABILITY OR CONTINUED AVAILABILITY OF THE SERVICE YOU USE TO ACCESS THE WEB.
Limitation of Liability
IN NO EVENT SHALL galleryManager, ITS PROVIDERS AND THIRD PARTIES, BE LIABLE TO YOU (A) FOR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, LOSS OR DESTRUCTION OF DATA, FAILURE, ERROR, INACCURACY, UNAVAILABILITY, OMISSION, DELAY, INJURY, OR NEGLIGENCE OF galleryManager IN THE DELIVERY OF THE SERVICE OR IN THE PERFORMANCE OF SERVICES UNDER ANY AGREEMENT RELATING TO THE SERVICE AND (B) FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, LOST BUSINESS REVENUE, OR FAILURE TO REALIZE EXPECTED SAVINGS OR OPPORTUNITY, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE, EVEN IF galleryManager HAS BEEN ADVISED SPECIFICALLY OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.
You agree to defend, indemnify and hold harmless galleryManager and its employees, contractors, representatives, providers, officers, managers, affiliates, and agents, from and against all liabilities, claims, costs, damages, expenses, suits, actions, or other proceedings, including reasonable attorneys’ fees, that arise out of or relate to (i) your use or misuse of the Service, your use or attempted use of any facility or equipment connected to the Service, any viruses or other harmful components resulting from your use of the Service; (ii) your breach of these Terms and Conditions of Service; (iii) any third party using your computer or network to access the Service; (iv) any third party using your galleryManager account, where applicable; (v) any claim that the use of the Service by you infringes any intellectual property right of any third party, any right of personality or publicity, is libelous or defamatory, or otherwise results in injury or damage to any third party; (vi) any deletions, additions, insertions or alterations to the Service by you or a third party using your computer or network; (vii) any misrepresentation or breach of misrepresentation or warranty made by you contained herein; or (viii) any breach of any covenant or agreement to be performed by you hereunder. We reserve the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses. You acknowledge and agree that this indemnification includes reasonable attorneys’ fees incurred by us in seeking to enforce this indemnification against you by reason of your failure to indemnify galleryManager pursuant to this provision.
These Terms and Conditions of Service shall be construed and controlled by the laws of the State of New York without giving effect to conflicts of law principles thereof. You agree to submit to the personal jurisdiction of the state and federal courts located in New York County in the State of New York with respect to any legal proceedings that may arise in connection with the galleryManager or from a dispute as to the interpretation or breach of these Terms and Conditions of Service.
You accept that galleryManager has the right to change the technical specifications of any aspect of galleryManager at any time in galleryManager’s sole discretion. The failure of galleryManager to exercise or enforce any right or provision of these Terms and Conditions of Service shall not constitute a waiver of such right or provision.
If any provision of these Terms and Conditions of Service is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms and Conditions of Service will remain in force.
These Terms and Conditions of Service and any other terms and conditions of service provided by galleryManager and its successors constitute the entire agreement between you and galleryManager and govern your use of the Service.
Either you or galleryManager may terminate your use of the Service at any time and effective immediately. You may terminate your use of galleryManager by discontinuing your use of the Service or by sending an e-mail message advising of your termination to galleryManager. galleryManager may terminate your use of the Service, in its sole discretion, with or without notice.