VIP ART FAIR USER AGREEMENT

Welcome to the VIP Art Fair website (the "Site"), operated by Monday Morning Partners LLC, d/b/a VIP Art Fair ("VIP," "we," or "us"). This user agreement ("User Agreement"), including the Terms of Use and Privacy Policy, governs your use of the Site.

We may change this User Agreement from time to time by posting an updated version on this page. By continuing to use the Site after we have posted an updated Agreement or special notice, you agree to the new Agreement.

Please read this Agreement carefully, because by using the Site, you agree to be bound by and comply with its terms and conditions, including those of the Privacy Policy.

Terms of Use

Adult Content; Visitors under Age 18

Please note that the Site may contain content of an adult nature suitable only for those age 18 and over. Therefore, you must be at least 18 years old to use the Site. You are not authorized to use the Site if are not at least 18 years old.

Accounts

In order to access the Site (except the homepage), you must register for an account ("Account"). You are responsible for all activity under your Account. You must keep the username and password for your Account confidential, and you may not transfer your Account or otherwise do anything to give another person access to it. You must notify us immediately if you become aware that anyone has gained unauthorized access to your Account. You represent and warrant that all information you provide in connection with your Account is accurate and complete and that you will update it as that information changes.

We reserve the right, in our sole discretion, to suspend or terminate any Account or to block access to the Site at any time if we suspect that you have not complied with this User Agreement or for other reasons that we determine in good faith are necessary or appropriate, including if we suspect you are using or attempting to use the Site in any way that violates this User Agreement or any applicable laws or regulations. We may suspend or terminate your Account if you do not access it for an extended period of time (but in no case less than one year).

Financial Transactions

All sales of artwork exhibited on the Site are between you and the VIP Art Fair exhibitor ("Exhibitor") exhibiting the artwork. VIP is not a party to these transactions and is not liable in any way for these transactions. You hereby release VIP from all claims of any nature relating to any transaction between you and an Exhibitor. VIP may charge a fee to access the Site (discussed further in our Privacy Policy).

You agree that any transaction that you enter into with an Exhibitor will be separately documented in writing and that no transaction entered into solely on the Fair Website or any chat facility provided by VIP will be enforceable against the Exhibitor.

Ownership and Reproduction of Site Content

All content and material on the Site is owned by us or our licensors (and their artists) and is protected by copyright law. You may download a single, machine-readable copy of pages on the Site ("Site Content") for your personal, non-commercial use so long as you do not alter the Site Content or remove any trademark, copyright, or other notices displayed on the Site Content. Aside from this single copy, you may not reproduce, distribute, display, perform, create derivative works of, or otherwise use any Site Content. Without limiting the foregoing, you may not: (1) remove or modify any copyright or other proprietary notices contained on the Site Content, including on any copies you make of the Site Content; (2) cause, permit or authorize the modification, translation, reverse engineering, decompiling, reverse compiling, reverse assembling, disassembling or hacking of any computer programs on the Site; (3) use any data mining, robots, scraping, or similar data-gathering or extraction methods; (4) transmit any code of a destructive nature, including worms or viruses, code that corrupts, disrupts, damages, or destroys data, software, or hardware, or code that interferes with the Site's functionality; (5) provide, transfer, sell, lease, license, sublicense, distribute, disclose, make available, or permit the use of, the Site by or to a third party; or (6) upload, frame, sell, or republish Site Content on any internet, intranet or extranet site or incorporate the information in any electronic database or compilation, without VIP's prior written permission.

Trademarks

"VIP Art Fair," the VIP Art Fair logo, and other trademarks and logos featured on the Site are trademarks owned by VIP or the Exhibitors ("Trademarks"). You may not use any Trademark without written authorization from the Trademark's owner. Additionally, you may not use any Trademark (1) in connection with any product or service that does not belong to the Trademark's owner; (2) in any manner that is likely to cause confusion among users about whether the Trademark's owner is the source, sponsor, or endorser of a product, service, or activity; or (3) in any manner that disparages or discredits the Trademark's owner. You may not register any domain name containing any of the Trademarks without the Trademark owner's prior written consent in each case.

Frames and Metatags

You may not frame the content of any part of the Site on any other website unless you first obtain our express prior written consent in each case. You may not use metatags or any other "hidden text" that incorporates the Trademarks, marks confusingly similar to the Trademarks, or our name without our prior written consent.

Links to Third-Party Websites

The Site may contain links to websites controlled by third parties ("Third-Party Websites"), such as Exhibitors' and artists' websites. We are not responsible for Third-Party Websites or their content, activities, or privacy practices. If you decide to access Third-Party Websites from the Site, you do so at your own risk. We do not endorse or take responsibility for the content on Third-Party Websites or the availability of Third-Party Websites, and you agree that VIP is not liable for any loss or damage that you may suffer by using Third-Party Websites. Any information you share or actions you take on Third-Party Websites are governed by those sites' terms of use and privacy policies, which you should review carefully to learn about their practices.

No Unlawful or Prohibited Use

As a condition of your use of the Site, you represent, warrant, and promise to VIP that you will not use the Site for any purpose that is unlawful or prohibited by this User Agreement. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or its operation or interfere with any other party's use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided to you through the Site.

Any use of the Site not specifically authorized in this User Agreement or by VIP in writing in advance (a) is strictly prohibited, (b) is grounds for terminating your Account and this User Agreement, and (c) may subject you and anyone you assist to civil and criminal liability under applicable federal and state laws.

Material Provided By You and Other Users

The Site may offer features that allow you to submit and share images, information, works of authorship, and other materials (all together, "User Content"). You may not use any User Content submitted by another user except to display it on your computer and as contemplated in the "Ownership and Reproduction of Site Content" paragraph above.

If you submit User Content to the Site, you grant us an irrevocable, non-exclusive, worldwide, royalty-free, unrestricted license (with the right to sublicense the rights) to reproduce, distribute, create derivative works of, and publicly display and perform User Content in whole or in part in any media now known or later developed; to use your name and the names and other information you submit as part of User Content; and to identify User Content with our description or additional information. When you submit any User Content, you represent and warrant that

  • (1) you have the right to submit it;
  • (2) you have obtained all rights and consents necessary to grant this license, including to any third-party material included in User Content and from any individual depicted in User Content;
  • (3) the User Content does not and will not violate any third party's copyright, trademark, patent, trade secret, right to privacy or publicity, or any other proprietary, personal, or other right of any kind;
  • (4) you are under no obligation (including a contractual obligation) that would in any way interfere with the disclosure or use of User Content; and
  • (5) no User Content contains any material or information furnished to you in confidence or with the understanding that it would not be disclosed or published.

You irrevocably release (on behalf of yourself and your successors, assignees, heirs, family members, and executors) VIP and its affiliates (and their respective directors, officers, employees, and agents) from any claim of any nature that you have or may ever have (based on any cause of action, including rights of publicity or privacy, trademark or service mark, copyright, "moral rights," FALSE light, libel, defamation, FALSE advertising, or intentional or negligent infliction of emotional distress) arising out of any use of User Content you submit and any use of your name, likeness, or other identifiable traits in connection with User Content. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." If you reside in any other jurisdiction that places similar restrictions on a general release, you waive such restrictions to the maximum extent permissible under the applicable law.

We have no obligation to display or otherwise use any User Content in any way. We have the right to delete, modify, or supplement User Content at any time for any reason without notice to anyone. You are solely responsible for any User Content that you submit to the Site. We do not endorse or adopt any User Content. We have no obligation to pre-screen, monitor, edit, supplement, or delete User Content, but we reserve the right to do so at any time without notice to anyone. We may restrict you from submitting new User Content or from otherwise participating in the Site's interactive features for any reason at any time. We are not responsible for any failure or delay in removing User Content that does not comply with this User Agreement.

Conduct on the Site

We value a diversity of viewpoints and expect users of the Site to exhibit the same level of respect for others on the Site as they would in any community forum. All users must practice discretion and maintain civility on the Site.

Accordingly, you may not

  • (1) submit, upload, post, email, transmit, or otherwise make available any User Content or other information that is unlawful, tortious, defamatory, libelous, threatening, intimidating, hostile, harassing, abusive on the basis of personal beliefs or other characteristics, or otherwise objectionable or inappropriate;
  • (2) submit any User Content or other information that you do not have the right to submit or that violates another party's right or any law or regulation;
  • (3) send any unauthorized, unsolicited, junk, spam, or bulk email, or any advertising or other form of communication that violates this User Agreement or any law or regulation; or
  • (4) upload, post, email, transmit, or otherwise make available any User Content or other materials or information that contain any computer code, file, or program designed to interrupt, corrupt, destroy, or otherwise interfere with or limit the functionality of any computer programs, hardware, or equipment, make any unauthorized transmission, or cause any other effect that might reasonably be considered undesirable.

Notice and Procedure For Making Claims Of Copyright Infringement

We respect the copyright and other proprietary rights of third parties. However, we cannot monitor all material posted on the Site. If you believe that any material posted on the Site infringes your copyright, then you may request the removal of those materials from the Site in accordance with the Copyright Act, 17 U.S.C. §512(c)(3), and the procedures described below.

A notice of infringing material that complies with the Copyright Act, 17 U.S.C. §512(c)(3) ("Notice") must be sent to the agent we have designated with the Copyright Office:

VIP Art Fair
Attn: Jane Cohan
150 West 28th Street
Suite 404
New York, NY 10001

Tel: +1 212 675 7200
Email: privacy@vipartfair.com

To comply with the Copyright Act, your Notice must be in writing and must include the following:

  • (1) A physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • (2) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
  • (3) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  • (4) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
  • (5) A statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • (6) A statement that the information in the notification is accurate and made under penalty of perjury, and that you are the owner, or authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.

When we receive a Notice that complies with the Copyright Act, we may remove the identified material and inform the user who posted the allegedly infringing material (the "alleged infringer") of the Notice and subsequent removal. The alleged infringer may then provide us with a counter-notice ("Counter-Notice") that the initial infringement notice was erroneous. The Counter-Notice must be in writing and must include:

  • (1) A physical or electronic signature of the alleged infringer;
  • (2) Identification of the material removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
  • (3) A statement under penalty of perjury that the alleged infringer has a good faith belief that the material was removed or access to it disabled as a result of error;
  • (4) The alleged infringer's name, address, and telephone number; and
  • (5) A statement of consent to jurisdiction in federal district court and that the alleged infringer consents to service of process from the complaining party or its agent.

Upon receipt of a Counter-Notice, we will notify you of the Counter-Notice and restore the material within 10 to 14 business days of receipt of the Counter-Notice, unless you inform us that you have filed an action seeking a court order to restrain the allegedly infringing party from engaging in infringing activity relating to the material on the Site.

Termination

We reserve the right to terminate this User Agreement on notice to you if you are in material breach of this User Agreement. Each provision of this User Agreement that by its terms contemplates survival will survive any termination or expiration.

DISCLAIMER

THE SITE IS DISTRIBUTED AND TRANSMITTED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE (EVEN IF WE HAVE BEEN INFORMED OF THAT PURPOSE).

ALTHOUGH WE TAKE COMMERCIALLY REASONABLE EFFORTS TO KEEP THE SITE RUNNING AND FREE OF ERRORS AND VIRUSES, VIP MAKES NO WARRANTY THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE OR ERROR-FREE, THAT THE SITE OR VIP'S SERVER IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE WILL BE AVAILABLE. YOUR USE OF THE SITE CONTENT, AND ANY RELIANCE UPON IT, IS AT YOUR SOLE RISK. CHANGES ARE PERIODICALLY MADE TO THE INFORMATION ON THE SITE AND VIP MAY MAKE IMPROVEMENTS OR OTHER CHANGES TO THE SITE AT ANY TIME.

LIMITATION OF LIABILITY

YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES ARE VIP, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, MANAGERS, EMPLOYEES, AGENTS, LICENSORS OR REPRESENTATIVES LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, LOSS OF BUSINESS REVENUE, PROFITS, OR DATA, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE OR ANY OTHER THEORY, ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SITE, OR YOUR RELIANCE ON ANY ADVICE, INFORMATION, OR SITE CONTENT, EVEN IF VIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ALSO AGREE THAT VIP IS NOT LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY THEORY FOR ANY LOSS OR DAMAGE TO

  • (1) YOUR COMPUTER SYSTEM OR ANY OTHER DEVICE USED BY YOU TO STORE OR DISPLAY THE SITE CONTENT OR ANY DATA ON YOUR COMPUTER SYSTEM OR
  • (2) ANY OTHER DEVICE USED BY YOU TO STORE OR DISPLAY THE SITE CONTENT, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY SUCH LOSS OR DAMAGE. YOU SPECIFICALLY ACKNOWLEDGE THAT DOWN-TIME, LOSS OF CONTENT, AND COMPUTER VIRUSES ARE RISKS INHERENT IN THE USE OF THE INTERNET, AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM THESE POSSIBLE HARMS. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

Indemnity

You agree to indemnify VIP, its affiliates, and their respective officers, managers, employees, agents, licensors, and representatives for all liabilities, damages, losses, or expenses, including reasonable attorneys' fees, that they incur based upon any third-party claims related to or arising out of your use of the Site, your transactions with Exhibitors, your violation of this User Agreement, or your violation of any rights of any third party. VIP reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which it is entitled to indemnification. You agree to provide VIP with whatever cooperation it reasonably requests.

General

This User Agreement, including the Privacy Policy, constitutes the complete agreement between you and VIP regarding your use of the Site and is governed by and will be interpreted in accordance with the laws of the State of New York applicable to agreements wholly made and performed in that state, without giving effect to the conflict of laws rules of that State to the extent that those rules would require the application of another jurisdiction's laws. You unconditionally and irrevocably consent to the exclusive jurisdiction of the state and federal courts in the State and County of New York and waive any objection with respect to those courts for the purpose of any action, suit or proceeding arising out of or relating to this User Agreement or the transactions between you and VIP contemplated by this User Agreement, and further agree not to commence any such action, suit or proceeding except in those courts.

If any term or condition of this User Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and conditions of this User Agreement will remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this User Agreement is not affected in any manner materially adverse to either party.

Privacy Policy

This Privacy Policy describes what information we collect through the Site, how we use it, and how you can make choices about our use of that information. By using the Site, you consent to our collection and use of information about you in accordance with the terms of this Privacy Policy.

Our Collection and Use of Personal Information

We collect personally identifiable information about you ("Personal Information"), such as your name, year of birth, email address, mailing address, and phone number, when you provide it. You must provide your name, email address, and country of residence to open your Account, and may provide other information for your Account profile if you choose. We will use your Personal Information for the purposes for which you provided it, such as to verify that you are over 18 years old, to operate features of the Site, and to send you messages related to the Site news and your Account. If you no longer wish to receive messages from us regarding Site news, you can follow the unsubscribe instructions in the messages you receive or change your preferences in your Account settings. You cannot unsubscribe from messages related to the administration of your Account.

Payments

Our credit card merchant processes your payments for visitor passes to access the Site. We relay the payment information you provide to us, including your name and credit card number, directly to the merchant. Of this information, we keep only your name, which we share with the Exhibitors that you contact through the Site (so that they may verify your identity). Like all transmissions between us and users of the Site, the transmission of your credit card information is encrypted using Secure Socket Layers.

Sharing Information With Third Parties

We share your Personal Information with Exhibitors, but only with your permission. For example, we share your name, email address, and your country of residence with the Exhibitors exhibiting artwork that you click on, unless you have opted out of this type of sharing. You may select the Exhibitors with whom you would like us to share your Personal Information or opt out from this type of sharing altogether at the time you register or at any time thereafter by changing your Account preferences. We require Exhibitors to agree (1) to use this Personal Information only for the purpose of contacting you and (2) not to share this Personal Information with any third party whatsoever. Please review your Account settings to change your preferences about with whom we share your information.

We also share your Personal Information in the following ways:

  • If you use the feature of the Site that allows you to chat with an Exhibitor, we will provide your profile information (except your age) to the Exhibitor and we will keep a record of the content of the chat and make it available to the Exhibitor;
  • If you use the feature of the Site that allows you to create a personal tour of the VIP Art Fair, we may make that tour, including any notes you make in it, available to all users of the Site, but only with your prior consent;
  • If you use the feature of the Site that allows you to share your favorite artwork and tours with third parties, we will share this information with the recipients you select; and
  • We share your Personal Information with companies that help us operate and provide services in connection with the Site ("Service Providers"), such as our web host.

We reserve the right to disclose and use Personal Information and other information collected about you (discussed in the "Other Information" section below) in special circumstances, including to enforce this User Agreement; to protect our property or rights; to protect the safety of anyone; or for other reasons we determine in good faith are necessary, appropriate, or required by law. If we ever merge with, are acquired by, or otherwise consolidate with another organization, Personal Information and other information collected about you could be transferred along with our other assets.

You may send inquiries or requests relating to your Personal Information to us by email at privacy@vipartfair.com or by mail to VIP Art Fair, 150 West 28th Street, Suite 404, New York, NY 10001.

Review and Update Your Personal Information

We will use reasonable efforts to let you review your Personal Information and, upon your instructions, to correct inaccuracies in your Personal Information in our databases. If you wish to review and update your Personal Information, you can do so on your Account profile page on the Site. If you have any questions regarding our treatment of your Personal Information, you can contact us by sending a request by email at privacy@vipartfair.com or by mail to VIP Art Fair, 150 West 28th Street, Suite 404, New York, NY 10001.

Cookies and other Means of Collecting Information

The Site uses cookies, which are small data files placed on your computer. For example, we use cookies to keep track of whether you are logged in to your Account when you access the Site. You can disable cookies, or delete existing cookies, by using certain of your web browser's options. However, because we use cookies to ensure that only those with accounts can access the VIP Art Fair, you will not be able to use the Site if you disable cookies. The Site also uses transparent graphic images (or "clear GIFs") to collect other information (discussed below).

Other Information

We also collect other types of information about you, such as the time and date of your visits to the Site, the length of your visits to the Site, the web pages you view during a visit, the artwork and tours you view, the links you follow, the order of the pages you view, the type of web browser you use, the URL of the website that referred you to the Site, and your IP address, which is the number assigned to your computer to identify its location on the Internet. We collect this information to analyze how visitors use the Site so that we can improve the quality of the information and services we provide. We associate this information with your Account.

Third-Party Information

From time to time, the Site may have features that allow you to send communications related to the Site to third parties, such as your friends and family. For these features to operate, the Site will collect contact information from you about those third-party recipients ("Third-Party Information"). We will not use this Third-Party Information for any purpose other than to send the communications you have initiated. We may keep a record of the Third-Party Information for a limited period of time in case we need to resolve problems related to the communications. If the third-party recipient wishes to have information about him or her deleted from our records, the recipient should contact us by email at privacy@vipartfair.com or by mail to VIP Art Fair, 150 West 28th Street, Suite 404, New York, NY 10001.

Security

We strive to maintain your Personal Information in a secure manner and safeguard it from unauthorized access. Among other security measures, we use Secure Socket Layers to encrypt transmissions between us and users of the Site. Of course, no transmission over the Internet can be guaranteed to be 100% secure, so you provide your Personal Information at your own risk.

Location of Servers and Transfer of Information

Our servers are located in the United States. If you are located outside of the United States, be aware that the information you provide to us will be transferred to the United States. By using the Site or providing your Personal Information to us, you consent to this transfer and to the collection, storage, processing and use of your Personal Information in the United States. If you are located in the United States, our Service Providers may not be located in your geographic area in the United States. By providing your Personal Information on the Site, you consent to the transfer of your Personal Information to these Service Providers.

Use of the Site by Minors

The Site is designed for use solely by individuals 18 years and older. By using the Site, you represent to us that you are at least 18 years old. If you are not at least 18 years old, you may not use the Site.

We do not knowingly collect personally identifiable information from children under the age of 13. In the event that we learn that we have inadvertently collected any personally identifiable information from a child under the age of 13 without verification of parental consent, we will delete that information. If you are a parent or guardian and you believe that your child under age 13 may have provided personally identifiable information through the Site, please contact us by email at privacy@vipartfair.com or by mail to VIP Art Fair, 150 West 28th Street, Suite 404, New York, NY 10001.

Questions

If you have any questions about this Privacy Policy or User Agreement, please contact us by email at privacy@vipartfair.com or by mail to VIP Art Fair, 150 West 28th Street, Suite 404, New York, NY 10001.