GENERAL CONDITIONS OF NOENGA NOENGA.COM
Your use of NOENGA noenga.com (including other top level domains) constitutes your acknowledgement and acceptance of these general conditions. If you do not agree to be bound by these general conditions, do not use or access any portions of Noenga.com or use any services offered on Noenga.com (hereinafter “the Website”). These general conditions shall be applicable to your use of the Website and any agreement or (other) arrangement between you and us in connection with the Website or its services.
We reserve the right, at our sole discretion, to change, modify, add or delete portions of these general conditions at any time without further notice.
1. Membership Account/Registration Data/Account Security
3. Proprietary Rights in Website Content; Limited License
4. Trademarks a.o.
5. Disclaimers / User Conduct
6 . User Content Posted on the Website
7. Upload of Works
8 . Further limitation of liability
10. Noenga Art Sponsor Service (exclusively for artists)
11. Copyright Complaints
12. User Disputes
15. Applicable law and competent court
1. Membership Account/Registration Data/Account Security 1.1 You acknowledge and agree that you are to keep confidential the User Name and Membership Account provided by us to you, and the Membership Password selected by you and approved by us for use with such Membership Name and Membership Account. Your User Name, Membership Account and Membership Password are personal to you and may not be shared with, or transferred to, any other person or entity.
1.2 You acknowledge and agree that you will be solely responsible for each and every use of your Membership Account, Membership Name and Membership Password, and that we may rely on the use of your Membership Account, Membership Name or Membership Password as conclusive evidence that you have used the Website.
1.3 In consideration of your use of the Website, you agree to be 18 years or older and (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Website ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to us, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account.
2.1 You agree to indemnify, defend and hold us and our affiliates harmless, as well as our and our affiliates' respective officers, directors, employees, owners, agents, programmers, representatives, licensors and (sub)licensees (collectively “Indemnities”) from and against all claims, expenses (including attorney fees) or other liability arising from your breach of any of your representations, warranties or obligations under any agreement or (other) arrangement between you and us (including these general conditions), and from any and all uses by you of the Website (including any uses under your Membership Account or Membership Name, whether or not authorized by you), including, without limitation, any claims or actions based on infringement or violation of intellectual property rights, libel or slander or other defamation, right of privacy or “false light”, right of publicity or blurring or distortion or alteration of any work or other material or content whether or not intentional. We shall have the right, in our sole discretion, to control the defense of any claim, action or matter subject to indemnification by you with counsel of our own choosing. You shall fully cooperate with us in the defense of any such claim, action or matter.
3. Proprietary Rights in Website Content; Limited License
3.1 All content of the Website including designs, web design and programming, text, graphics, terms and conditions, logos, pictures, video, information and other files, and their selection and arrangement (the "Website Content"), are the property of us or the respective right owners with all rights reserved. No Website Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without our prior written permission, except that the foregoing does not apply to your own User Content (as defined below) that you legally post on the Website. Provided that you are eligible for use of the Website, you are granted a limited license to access and use the Website and the Website Content and to download or print a copy of any portion of the Website Content to which you have properly gained access solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact.
4. Trademarks a.o.
4.1 Noenga, noenga.com, .net, .org, .mobi, and graphics, logos, designs, page headers, button icons, scripts and service names are (registered) trademarks or trade dress of us respectively our licensors. These trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner without our prior written consent.
5. Disclaimers / User Conduct
5.1 We are not responsible or liable in any manner for any User Content (as defined below) or other content posted on the Website. Although we provide rules for user conduct and postings, we do not control and are not responsible for what users post, transmit or share on the Website and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Website or in connection with any User Content or third party applications, software or content. We are not responsible for the conduct, whether online or offline, of any user of the Website. The Website and its services may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, your communications. We are not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the internet or at any website or combination thereof, including injury or damage to your or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Website or its services, including without limitation any of your mobile software. Under no circumstances will we be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone's use of the Website or its services, any User Content or third party applications, software or content posted on or through the Website or its services or transmitted to you or other users, or any interactions between users of the Website, whether online or offline. We reserve the right to change any and all content, software and other items used or contained in the Website and its services offered through the Website at any time without notice.
5.2 In addition, you agree not to use the Website or its services in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Website or tot harvest or collect email addresses or other contact information of other users of the Website or its services by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communication. You further agree not to use automated scripts to collect information from or otherwise interact with the Website or its services; upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable; register for more than one User Account, register for a User Account on behalf of an individual other than yourself, or register for a User Account on behalf of any group or entity (unless with granted permission); impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity; upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; upload, post, transmit, share, store or otherwise make publicly available on the Website any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes; upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; intimidate or harass another; upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law; use or attempt to use another's account, service or system without our authorization, or create a false identity on the Website or its services; upload, post, transmit, share, store or otherwise make available content that, in our sole judgment, is objectionable or which restricts or inhibits any other person from using or enjoying the Website or its services, or which may expose us or the users of the Website or its services to any harm or liability of any type.
6. User Content posted on the Website
6.1 We cannot be held responsible for any copyright violations, and cannot guarantee the legality of the content stored in the system. If you want to make sure, always contact the right owners. You shall use the Website and the content at your own responsibility and risk. You are solely responsible for all content that you upload, publish or display (hereinafter "post") on or through the Website or its services, or transmit to or share with other users (collectively the "User Content"). You may not post, transmit, or share User Content on the Website or its services that you did not create or that you do not have permission to post. You warrant and represent that you are not a member or contractant of any collective copyright or neighbouring rights society and have no agreement with any publisher, agency, record label or any other company or person whose permission would be required for the use of any content you post on or through the Website, or which or who could claim for any remuneration. You understand and agree that we may, but are not obligated to, review the Website and may delete or remove (without notice) any Website Content or User Content in our sole discretion, for any reason or no reason, including without limitation User Content that in our sole judgment violates the agreement or (other) arrangement between you and us or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Website or provide to us. When you post User Content to the Website, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the User Content on the Website. By posting User Content to any part of the Website, you automatically grant, and you represent and warrant that you have the right to grant, to us an irrevocable, perpetual, non-exclusive, transferable, fully paid, world wide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Website, its services or the promotion thereof, to prepare digital derivative works of, or incorporate into other digital applications, such User Content, and to grant and authorize sublicenses of the foregoing.You may remove your User Content from the Website at any time. If you choose to remove your User Content you acknowledge that we may retain archived copies of your User Content. Certain personal information entered will be visible to visitors on the Website. We cannot be held responsible for unsolicited email or ‘spam' sent to your or other users' published email address but if you do not wish to have your email address published we can arrange an alternative. We are active on other websites to promote our services, content and artists. This means that your personal information and any User Content you post or store on the Website or provide to us and as stored in our database are visible on other websites rather than the Website. In the physical world, we might organize exhibitions using beamer projections to exhibit any User Content you post or store on the Website or provide to us and as stored in our. By using the Website you agree to any all aforesaid activities.
7. Upload of Works
7.1 As far as User Content consist of a work of art or any other type of work (“Work”), you shall upload a Work through your Membership Account, and such Work shall be subject to an applicable Content Upload Agreement based on criteria specified by us to exclusivity, permitted uses of the Work and the like. You shall also enter keywords and a description of the Work so that the Work can be categorized and be searched by the Website's search engine. We may also, in our sole discretion, place certain types of limits on the uploading of Works.
8. Further limitation of liability
8.1 In no event will we or our directors, programmers, employees or agents be liable to you or any third person for any indirect, consequential, exemplary, incidental, special or punitive damages, including for any lost content, profits, credits or lost data arising from your use of the Website or its services, even if we or our directors, programmers, employees or agents are aware or have been advised of the possibility of such damages.
9.1 Actions on the Website shall be conducted using Website credits (“Standard Credits”) We, in our sole discretion, may grant you Offered Credits from time to time. You may never redeem Offered Credits for cash, and can only use Offered Credits for (trans)actions on the Website.
10. The Noenga Art Sponsor Service (exclusively for artists)
11.1 We act as an intermediary between artists, galleries, art related companies or other organizations worldwide. By using the Website you understand that you - if an artist - may be connected and related to such an organization if they wish to sponsor you. In such event we will unite your profile and/or photo with the organization's logo and exhibit them as a sponsored alliance on the Website and in the physical world. From this moment on your use of the Website will be maximized with an extra 100 free Standard Credits package. We allow the sponsoring organization to contact you directly if it wishes to buy your Works or have personal contact with you.
11. Copyright Complaints
11.1 We highly respect the intellectual property rights of others and we prohibit users from uploading and (otherwise) posting materials on the Website, that violate another party's intellectual property rights. If you believe that any material on the Website infringes upon any copyright which you own or control, please provide us (on firstname.lastname@example.org) the written information specified below:
11.2 Please note that we have copyright arrangements with content providers and assume no responsibility for any mistakes, legal and copyright disagreements, miscommunications or misunderstandings between those parties and the artists they work or worked with. If your complaints are not directly our responsibility, you will therefore be referred to the party responsible for that particular copyright. However, we will always respect and cooperate in the case of such a complaint because doing the right thing is in our interest.
12. User Disputes
12.1 You are solely responsible for your disputes or (other) interactions with other users of the Website. We reserve the right, but have no obligation, to monitor disputes between you and other users.
13.1 We will record your Personal Registration Data provided by you to use in our database.
13.2 You warrant and represent that Personal Registration Data you provide, including without limitation, name, address and place of residence, e-mail address etc. shall be complete, accurate and current. You warrant and represent that you are legally authorized to use the Website and its services in any way.
13.3 Your Personal Registration Data will be used to enable us or other users of the Website to conclude (further) agreements or (other) arrangements with you.
13.4 By providing Personal Registration Data you consent to the use these, with due observance of the law, for activities such as analysis, improvement of the Website and mailings of relevant information about the Website or its services.
13.5 Your Personal Registration Data will not be provided to third parties, unless necessary for technical reason or otherwise provided herein.
13.6 We may use so-called cookies or other technical means, including storage of your Personal Registration Data and/or IP address, to personalize experiences with the Website.
13.7 Within the framework of its policy to prevent abuse of the Website, we may, in response to a substantiated request, provide your Personal Registration Data to investigating officers and/or institutions charged with law enforcement.
If you wish to deactivate your account please send an email to: email@example.com 14.1 We may terminate your Membership Account, delete your profile and any User Content or (other) information you have posted on the Website or prohibit you from using or accessing the Website or its services (or any portion, aspect thereof) for any reason, or no reason, at any time in our sole discretion, with or without notice and without limitation.
15.1 Applicable law and competent court
15.1 These general conditions or any agreement or (other) arrangement between you and us is construed under and governed by the laws of Spain .
15.2 Any dispute between you and us in connection with these general conditions or any agreement or (other) arrangement between you and us shall be exclusively settled before the competent court of Valencia, Spain.
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