Last Updated: [05.05.2023]
Blob Ventures LLC, a Florida limited liability company with address at 3076 Ohio Street, Miami, Florida 33133, USA (hereinafter “Blob Ventures” or “us” or “we”), owns, operates, and provides the ArtVolt mobile application (hereinafter “the App” or “our App”), the ArtVolt website (the “Website” or “our Website“) and all related Service(s).
These Terms of Service (“Terms“) apply to and govern access to and use of our App, our Website and our Service(s) by you (“you” or the “User“). Please read these Terms carefully and contact us if you have any questions. By accessing or using our App, our Website, or our Service(s), you agree to be bound by these Terms, and to our Privacy Policy which is incorporated herein by reference.
We reserve the right to change these Terms at any time and at our sole discretion. Any changes to the Terms will be effective immediately upon posting and you agree to the new posted Terms by continuing your use of the Service(s). It is your responsibility to check periodically for any changes we may make to these Terms.
These Terms affect your legal rights, responsibilities, and obligations, govern your use of the Service(s), are legally binding, limit Blob Ventures’ liability to you, and require you to indemnify Blob Ventures and to settle certain disputes through arbitration. Your continued use of the Services affirms your agreement to these Terms. If you do not wish to be bound by these Terms or any future modifications or amendments to these Terms, do not use our Service(s).
These Terms are written in the English language. We do not guarantee the accuracy of any translated versions of these Terms. To the extent any translated versions of these Terms conflict with the English language version, the English language version of these Terms shall control.
1. Definitions
As used in these Terms, the following words shall have the meaning defined below:
“App”: means the ArtVolt mobile application, available in the Google and Apple stores or other mobile application source, with all its features and functionalities.
“Authorized Use(s)”: the ability of the User to, subject to compliance with these Terms, (a) access and view the Exhibitor Material on the App as well as store the Exhibitor Material in the User Album, without any time limitation, (b) share the Exhibitor Material with others, via the social media, email or similar sharing functionalities of User’s device, (c) make comments, chat about, or create reviews of the Exhibitor Material on the App, and (d) display the Exhibitor Material, always on or within the App and as displayed on the App, to students, at a non-commercial indoor lecture or seminar conducted by User for an educational purpose.
“Blob Ventures Properties”: the Website, the App, the Service(s) and the names, trademarks, logos, products, devices, software, designs, look and feel, technologies, computer-programs, techniques, content management system(s), know-how, algorithms, specifications, source code, databases, Blob Ventures-created content, content compilations and any other material owned by Blob Ventures, including all copyrights, moral rights, trademark rights, trade secrets, patent rights, database rights, and other intellectual property and proprietary rights therein. App, Website, and Service(s) © 2022 Blob Ventures. All Rights Reserved. Blob Ventures owns and uses several trademarks on the Service, including but not limited to ARTVOLT and the ArtVolt Logo. All rights reserved.
“Exhibitor”: means any natural person or entity, which has registered in the App, and, subject to a subscription fee payment (if and as applicable), is provided by Blob Ventures with the opportunity to have the Exhibitor Material presented/displayed in the App and made accessible to Users, for all Authorized Uses.
“Exhibitor Exhibition”: means a physical or electronic/online exhibition of one or more works of art, managed by the Exhibitor including but not limited to galleries, museums, private collections, art fairs. and other similar events.
“Exhibitor Material”: means any and all images, videos, texts, and in general any textual, audio, visual, audiovisual, photographic, or other material, pertaining to a work of art or an Exhibitor Exhibition which the Exhibitor wishes to present and make accessible, via the App, to Users, for all Authorized Uses.
“Service(s)”: means our App, Website, social media site, software, email exchange of information, and any other digital platform, including any services, features, pages, and functions contained or offered therein, including any transactions, orders, sales, purchases, or the acquisition of goods or services, present or future, provided or to be provided by Blob Ventures, to Exhibitors and Users.
“User”: means the non-Exhibitor registered end-user, using the App and having the opportunity to access and view the Exhibitor Material on the App, store the Exhibitor Material in the User Album, and further use the Exhibitor Material for all Authorized Uses.
“User Album”: means the App feature under which the User may create, manage, and use a personal virtual “album” (hosted and stored in the Cloud) containing Exhibitor Material of the User’s selection, as well as any User Material.
“User Material”: means any and all (a) User-created images, videos, texts, and in general any textual, audio, visual, audiovisual, photographic, or other material (e.g., photograph of a work of art taken by the User in a physical Exhibitor Exhibition) stored in the App or transmitted via the App and (b) any and all material, including text and communication content, comments, reviews, or responses, created by the User and stored in the App or transmitted via the App.
2. Our Service – How it works
Our Service(s) provide to Exhibitors the opportunity to have the Exhibitor Material presented/displayed and made accessible to Users, on our App. More specifically:
(a) The Exhibitor may provide to us (by uploading the Exhibitor Material via our App’s content management system), Exhibitor Material that the Exhibitor wishes to be presented/displayed and made accessible to Users on the App. More specifically:
(i) as regards any Exhibitor Material related to a physical Exhibitor Exhibition, each time a User visits a physical Exhibitor Exhibition and takes a photo of a work of art using our mobile app for which Exhibitor Material is available, our App’s image recognition technologies match the photo taken by the User with the relevant Exhibitor Material and the User is shown the Exhibitor Material pertaining to the work of art photographed by User and physically exhibited by Exhibitor. The User shall then be able to store User’s photo, along with the relevant Exhibitor Material, in the User Album or use the Exhibitor Material stored in the User Album, for all Authorized Uses.
(ii) as regards any Exhibitor Material related to an electronic/online Exhibitor Exhibition, the User shall be able to access and view such exhibition on our App. The User shall then be able to select and store the Exhibitor Material in the User Album and further use such material stored in the User Album, for all Authorized Uses.
(b) The Exhibitor may also provide to us the Exhibitor Material, and request from us to provide to Exhibitor a QR code, which the Exhibitor may then use in a physical Exhibitor Exhibition, for visitors of such Exhibition to be able to scan the QR code. Once the User scans such QR Code with our App, the User shall be shown the Exhibitor Material pertaining to the work of art exhibited, and the User shall then be able to store the Exhibitor Material in the User Album or use the Exhibitor Material stored in the User Album for all Authorized Uses.
(c) Through our App’s personalization features, and to the extent that such material has been uploaded by an Exhibitor in our App, the User may be shown recommendations pertaining to further Exhibitor Material (i.e., other than the Exhibitor Material already stored in the User’s Album) based on the User’s interests and preferences. Therefore, even if the User has not visited, physically or electronically, a certain Exhibitor Exhibition, the User may still be able to access (and add to the User Album) further Exhibitor Material via our App’s personalization features.
3. User Registration and License
3.1 In order to access or use certain features or services offered on the Service you will be required to register for a user account.
To register, you must complete the registration process by providing to us all the necessary information requested at the registration form, including your email, password, and any other information requested. You represent and warrant that: (a) all required information you submit is truthful and accurate; (b) you are the person described in such information or, if not, you are lawfully authorized to provide such information and to give the consent of the person described in such information; (c) you will maintain the accuracy of such information; and (d) you will control your account and that you are liable for any unlawful act occurring under your account.
3.2 You hereby declare and represent that you have the capacity to enter and perform all obligations, representations, and warranties in these Terms. Our Service(s) are not available to any person without capacity to exercise legal rights, or to any User disqualified from our system, for any reason whatsoever. By using the Service, you agree that you are at least the legal age of majority in the jurisdiction in which you reside or, if you are not, that you have obtained parental or guardian consent. The Service is not targeted for use by children under the age of 18. IF YOU ARE UNDER THE AGE OF EIGHTEEN (18) YOU ARE NOT AUTHORIZED TO USE THE SERVICE.
3.3 Subject to your full compliance with these Terms Blob Ventures grants you a limited, revocable, non-sub-licensable, non-exclusive, and non-transferable worldwide license to (a) use our App only for personal, non-commercial use and (b) use the Exhibitor Material solely for Authorized Uses.
3.3.1 All right, title, and interest in and to the Blob Ventures Properties, Exhibitor Materials, or other content available via the Service(s) is the exclusive property of and owned by Blob Ventures, our licensors or certain other third parties, and is protected by United States and international copyright, trademark, trade dress, patent or other intellectual property and unfair competition rights and laws to the fullest extent possible. Under no circumstances should you consider that any right, title, or interest in the Blob Ventures Properties or third-party proprietary material, including any Exhibitor Material, is sold, or transferred to you or that you are granted any other right or license other than that specifically provided for in these Terms. You are expressly prohibited from and will not:
(a) Copy, modify, translate, or create derivative works of any Blob Ventures Properties.
(b) Decompile, reverse engineer, disassemble or try to access the source code of any Blob Ventures Properties.
(c) Lease, sell, resell, rent, or transfer any licenses provided to you by Blob Ventures under these Terms.
(d) Remove any proprietary labels, text, trademarks, graphics, or other elements from the Blob Ventures Properties.
(e) Use the Service for purposes different than those permitted by these Terms.
3.4 The permission we give you to register for an account and use our Service(s) under these Terms is non-exclusive, non-transferable, and non-sublicensable. You are not allowed to rent, sell, lease, sublicense or otherwise transfer your account, or any access to or use of our Service(s), to any third party.
3.5 Subject to the non-exclusive license provided by you to Blob Ventures under section 5.7 of these Terms, all rights in the User Material are owned and retained by the User.
3.6 Our Service, in connection to your device functionalities, may enable you to post, embed or transmit Exhibitor Material in a way that will be accessible to others (e.g., via third-party email or social media services). You may use such third-party services only for Authorized Uses.
3.7 If you are conducting a lecture or seminar, you may only display Exhibitor Material on and within our Service and only to your students at a non-commercial indoor lecture or seminar conducted by you for educational purposes, provided you do not display, reproduce, or distribute Exhibitor Material outside of the Service.
3.8 Except as expressly permitted by these Terms, you must not reproduce, distribute, adapt, modify, translate, create derivative works from, publish or otherwise use any Exhibitor Material in any way and manner whatsoever. Any unauthorized use or exploitation of any Exhibitor Material without express prior written permission from the appropriate rights holder, including any commercialized use or exploitation of the Exhibitor Material, is strictly prohibited.
4. User Obligations
(a) If you register with us or create an account, you are solely responsible and liable for the security and confidentiality of your access credentials and for restricting access to your account and for all activity under your account. The User shall control the User account and protect the confidentiality of User’s password and account information. The User shall maintain all appropriate measures to prevent non-authorized third parties from accessing or using any password protected portion of the Blob Ventures Service(s). User shall immediately inform Blob Ventures of any unauthorized use of User’s account or any breach of security, but will remain responsible for any unauthorized use. You agree that you will be responsible for any and all statements made, and acts or omissions that occur, through the use of your account or password. Blob Ventures may assume that any communication it receives under your username, account or password have been made by you unless we receive notice otherwise. You will not sell, transfer, or assign your account or any account rights. Accounts may only be set up by the individual that is the subject of the account, and who is of the age of majority. We do not review accounts for authenticity and are not responsible for any unauthorized accounts that may appear on the Service(s). For any dispute as to account creation or authenticity, we shall have the sole right, but are not obligated, to resolve such dispute as we determine appropriate in our sole and exclusive discretion, without notice.
(b) The User shall not use the Blob Ventures Service(s) to transmit content that is unlawful or encourages or supports illegal activities, including but not limited to content which may:
(i) be defamatory, fraudulent, deceptive, racist, hateful, abusive, threatening, harassing, or pornographic;
(ii) infringe intellectual property rights of others such as copyright, trademarks, trade secrets, or patents, infringe publicity rights of others, or harm the right of privacy or any other right of any party; or
(iii) infringe applicable data privacy legislation including legislation on the protection of minors.
(c) The User shall not use the Blob Ventures Properties and the Exhibitor Material for any uses other than the Authorized Uses. Among other obligations, the User hereby undertakes the obligation:
(i) not to use the Blob Ventures Properties or the Exhibitor Material for any commercial purpose;
(ii) not to create derivatives from the Blob Ventures Properties or the Exhibitor Material either for commercial or non-commercial purposes;
(iii) not to arrange, adapt, translate, alter, or modify the Blob Ventures Properties or the Exhibitor Material, either for commercial or non-commercial purposes.
(iv) not to remove any copyright, trademark, or other proprietary notices, including without limitation attribution information, credits, or copyright notices including but not limited to those that have been placed on the Exhibitor Material by the Exhibitor or on the Blob Ventures Properties by Blob Ventures.
5. EXHIBITOR, USER, AND THIRD-PARTY MATERIAL
5.1 Our App, may enable Users to submit, post, publish, store, or otherwise provide User Material to be published or displayed on our App. Our Services(s) may also provide links to other third-party websites or materials (“Third-Party Material”). The content of, including materials and information contained on, any User Material or Third-Party Material is solely the responsibility of the provider of that material.
5.2 The views and opinions expressed in any User Material, Exhibitor Material, or Third-Party Material are those of the authors or third parties and do not necessarily reflect the official policy or position of Blob Ventures. We do not endorse or make any representations or warranties of any kind with respect to any User Material, any Exhibitor Material, and Third-Party Material, or any statements, ideas, advice, or opinions communicated on, through or in connection with our Service(s) (whether online, offline, orally, in writing or otherwise) by any User, Exhibitor or third party, whether with respect to accuracy, completeness, truthfulness, reliability or otherwise. You acknowledge that any use of, or reliance on any User Material, any Exhibitor Material, and Third-Party Material, or any such statements, ideas, advice or opinions, is solely at your own risk.
5.3 You acknowledge that we have no obligation to review or screen any Exhibitor, User, or Third-Party Material, and that by using our Service(s), you may be exposed to User, Exhibitor, or Third-Party Material that is inaccurate, misleading, offensive, or otherwise objectionable.
5.4 We reserve the right, but have no obligation, to monitor or review any and all Exhibitor, User, or Third-Party Material or other communications transmitted on or through our Service(s), to enforce or investigate potential violations of these Terms or our other policies or agreements with Users and Exhibitors, to detect, prevent or otherwise address fraud, security or technical issues, or to otherwise administer, improve or operate our Service(s) or provide customer support, without notice or liability, at any time at our sole discretion. We also reserve the right to access, preserve and disclose any information if we believe it is reasonably necessary to: (a) respond to claims against us or comply with any law, regulation, legal process or governmental request; (b) enforce or administer these Terms or our other policies or agreements; (c) conduct customer support, or detect, prevent or otherwise address fraud, security or technical issues; or (d) protect or enforce the rights, property or safety of Blob Ventures, of you, of the Exhibitors, or of others.
5.5 We reserve the right to remove or refuse to display any User, Exhibitor, or Third-Party Material on our Service(s), in whole or part, if we believe that such material may violate our User or our Exhibitor Terms, the law or any third-party rights, or for any other reason, without notice or liability, at any time at our sole discretion.
5.6 You are solely responsible for ensuring, and you hereby represent and warrant to Blob Ventures, that your User Material does not violate any law or regulation, or any right or intellectual property of any third party, including any copyright, moral right, trademark right, trade secret, patent right, privacy right, publicity right, or contractual right.
5.7 By submitting, posting, publishing or otherwise providing any of your User Material on or through our Service(s), you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right and license to use host, store, process, reproduce, distribute, communicate to the public, publish, make available to the public, adapt, modify, translate, create derivative works from, publicly perform, and publicly display your User Material, in any and all media now known or later developed, in any manner and for any purpose including but not limited to operating, distributing, promoting, and improving our Service(s), and developing new ones. You represent and warrant that: (a) you own or otherwise control all of the rights to your User Material; (b) the use of your User Material does not violate these Terms and will not violate any right of, or cause injury to, any person or entity; (c) you waive or consent to the exercise by Blob Ventures, of any so called “moral rights” (if any) in your User Material, which you are now or may in the future become entitled and any broadly equivalent rights that you may have in any territory of the world;(d) for the licensed use of your User Material by Blob Ventures, Blob Ventures shall not be requested, shall not be responsible and shall not be liable for any royalties or other payments to any third party, including to any Collecting Management Organizations (CMOs) anywhere in the world; (e) licensed use of your User Material by Blob Ventures shall not impose or lead to impose a requirement or condition that Blob Ventures be granted any further license for the use of your User Material or refrain from asserting or enforcing any of Blob Venture’s rights set out herein; and (f) your User Material shall not contain any element, including any corrupted files designed or intended to have, or capable of disrupting, disabling, harming, or otherwise impeding in any manner the operation of Blob Ventures or damaging or destroying any data or file.
5.8 Blob Ventures may assign the license granted under clause 5.7 and all its rights under these Terms, to any third party, in case of a merger, acquisition, or other disposal or sale of all or substantially all of Blob Ventures’ assets, including an asset sale regarding the App. In such a case, license granted to Blob Ventures and all rights and obligations of the parties under these Terms shall be binding and shall inure to the benefit to any Blob Ventures successor or assignee.
6. Termination of Account
6.1 If Blob Ventures receives any information, notification, notice, or claim, related to an alleged or actual infringement of any third-party rights (including third-party intellectual property rights) in connection to your Use of our Service(s), Blob Ventures reserves the right to suspend or terminate your User Account.
6.2 If you breach any of the terms set out herein, Blob Ventures, without prejudice to any other right it may have under law or contract (including any right to request payment of damages for any injury or loss suffered by Blob Ventures) may immediately terminate User’s Account.
6.3 In case of termination of User’s Account by Blob Ventures, or in any case of deletion, termination and closing of User’s account for any reason and by any party to these Terms, the following shall apply:
(a) All licenses provided to User under these Terms shall immediately cease.
(b) User shall immediately desist from any further use of the Service(s) and the Exhibitor Material.
6.4 You acknowledge and understand that, in order to provide to you the Service(s), and for all licenses provided to you in connection to your Authorized Use of the Exhibitor Material, Blob Ventures relies on representations and warranties made by the Exhibitors to Blob Ventures, including, among others, that (a) the licensed use, by Blob Ventures, and the Authorized Use, by the Users, of the Exhibitor Material shall not infringe the rights of any third parties, including the intellectual property rights of any natural person or entity; (b) that the Exhibitor Material does not infringe the rights of others and is free of any legal defects or any liens or encumbrances and (c) that the Exhibitor has the full legal right to provide to Blob Ventures the licenses provided to it in connection with the Exhibitor Material, including the ability of Blob Ventures to subsequently grant a license to Users to use the Exhibitor Material for all Authorized uses.
If, despite Exhibitors’ representations and warranties, Blob Ventures receives any information, notice, notification or claim (including a Notice & Takedown Request), related to an alleged or actual infringement of any third-party rights (including third-party Intellectual Property Rights) in connection to the Exhibitor Material, Blob Ventures reserves the right to promptly, and without any liability or other obligation to the User, suspend, or terminate display and further use of the (infringing or allegedly infringing) Exhibitor Material, or temporarily or permanently disable/delete/erase such Exhibitor Material from your User Album so that it becomes unavailable. In such a case, Blob Ventures shall provide to you notification of suspension/erasure, and you shall be responsible for ceasing and desisting from any further use of such material. In such a case, you also undertake to take all reasonable efforts to notify third parties with whom you have lawfully shared such material to discontinue use of such material.
7. Indemnification
7.1 Except to the extent prohibited under applicable law, you agree to indemnify, defend, and hold harmless Blob Ventures and our officers, directors, agents, and employees from and against any and all claims, demands, suits, proceedings, damages, losses, judgments, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of, or activities in connection with, the Service(s), (b) your breach of any of these Terms (including any term or condition incorporated into these Terms by reference); (c) your User Material; (d) any misrepresentation made by you; or (e) your violation of any law or the rights of any third party, including any intellectual property right, privacy right, or publicity right.
7.2 We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate as fully as reasonably required by us in conducting such defense and to promptly reimburse Blob Ventures for all of its associated costs and expenses. In any case, you agree not to settle any such matter without our prior written consent. Your indemnification and defense obligations provided in these Terms will survive these Terms and your use of our Service(s).
8. Disclaimer and Limitations of Liability
8.1.1 Blob Ventures Properties, including, without limitation, the App, the Website, the Service(s) and all materials, functions, or services made available or purchased through the Service(s) are provided “AS IS,” “as available, ” and “with all faults” without any express representations or warranties of any kind. We disclaim all implied or statutory representations, warranties, terms, and conditions with respect to the App, Website, Service(s), and all services, information, goods, and materials made available through the Services(s), including without limitation the representations and warranties of satisfactory quality, merchantability, fitness for a particular use, title, and non-infringement. Blob Ventures further makes no representation or warranties or endorsements of any kind whatsoever (express or implied) about:
(a) the Blob Ventures Properties;
(b) our Service(s), or hypertext links to third parties;
(c) the treatment of any information, content, material or data transmitted by Exhibitors and Users to the App;
(d) security associated with the transmission of information through the Blob Ventures Properties or any linked site.
8.1.2 Blob Ventures is trying to build the best experience for its Users however, it cannot guarantee that the Blob Ventures Properties and the Service(s) shall be uninterrupted, error-free, accurate, complete or current; or that the Blob Ventures Properties and the Service(s) or the servers that make them available are free of viruses or other harmful components. We make no representation or warranty that the Services(s) (or any part thereof) will be accurate, complete, or error-free, nor that any particular software or hardware, will be compatible with the Service(s), and you hereby agree that it is your sole responsibility to (a) obtain and pay for any software, hardware and services (including internet connectivity) needed to access and use the Services(s) and (b) ensure that any software, hardware, and services that you use will function correctly with the Service(s). You agree that you must evaluate, and that you bear all risks associated with, the use of the Service(s), including any reliance on the accuracy, completeness, or usefulness of any information or materials made available through the Service(s).
8.1.3 Blob Ventures is not responsible for any technical issues in relation to any telecommunications or internet network (including in relation to speed or bandwidth), including any injury or damage to User’s or any other person’s device related to or resulting from access to the App, the Website and the Service(s).
8.1.4 Blob Ventures cannot guarantee compliance of any User with the User Terms of Service and cannot be held liable for any misuse of the Service(s) by any User or the infringement of any rights of Exhibitor, of any other User, or of any third-party, by any User.
8.1.5 Our App, Website and Service(s) may contain links to third-party websites, or other events or activities that are not owned or controlled by Blob Ventures. We don’t endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third-party websites, services, or content, you do so at your own risk and you agree that Blob Ventures has no liability arising from your use of or access to any third-party websites, services, or content.
8.1.6 Blob Ventures cannot guarantee compliance of Exhibitors with the Exhibitor Terms of Service and cannot be held liable for any (a) misrepresentation made by the Exhibitor; (b) any misuse of our Service(s) by the Exhibitor; and (c) any third-party claim made against Blob Ventures or against the User, claiming that licensed and/or Authorized Use of the Exhibitor Material infringes the intellectual property or other legal rights of the claiming party.
8.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, BLOB VENTURES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL OR OTHER INTANGIBLE LOSSES, OR ANY LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SERVICE, OR ANY UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES , RESULTING FROM (A) YOUR ACCESS TO, USE OF OR INABILITY TO ACCESS OR USE THE SERVICE(s) OR FROM ANY INFORMATION OR MATERIALS ON THE SERVICE(S); (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE(S), INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS, EXHIBITORS OR THIRD PARTIES; OR (C) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE. OUR MAXIMUM LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE SHALL NOT EXCEED 100 $.
IT IS POSSIBLE THAT APPLICABLE LAW MAY NOT ALLOW FOR LIMITATIONS ON CERTAIN IMPLIED WARRANTIES OR EXCLUSIONS OR LIMITATIONS OF CERTAIN DAMAGES; SOLELY TO THE EXTENT THAT SUCH LAW APPLIES TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. IF APPLICABLE LAW PROHIBITS THE LIMITATION OR EXCLUSION OF A PARTY’S LIABILITY WITH RESPECT TO DEATH OR PERSONAL INJURY CAUSED BY SUCH PARTY’S NEGLIGENCE, FRAUD, OR ANY OTHER MATTER, THEN SUCH PARTY’S LIABILITY WILL NOT BE LIMITED OR EXCLUDED TO THE EXTENT OF SUCH PROHIBITION UNDER SUCH APPLICABLE LAW.
9. Arbitration of All Claims on an Individual Basis.
You and Blob Ventures agree that any and all disputes or claims that have arisen or may arise between You and Blob Ventures that relate in any way to the Service(s) shall be resolved through confidential, final and binding arbitration rather than in court, with the exception of any dispute relating to the enforcement or validity of intellectual property rights. The Federal Arbitration Act (“FAA”) governs the interpretation and enforcement of this agreement to Arbitrate.
If a dispute arises between You and Blob Ventures, we want to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost-effective means of resolving the dispute quickly. Please contact us regarding any issues.
UNLESS YOU AND BLOB VENTURES AGREE OTHERWISE, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL PROCEEDING. ALSO, TO THE EXTENT AVAILABLE BY LAW, AND SUBJECT TO THE DAMAGE LIMITATIONS DISCUSSED HEREIN, THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR, AND FOR THE BENEFIT OF, THE INDIVIDUAL PARTY SEEKING RELIEF.
If a court decides that any part of this agreement to arbitrate is invalid or unenforceable, the other parts of this Section shall still apply. Specifically, if a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim or a particular request for a remedy (such as a request for public injunctive relief), then that claim or that remedy request (and only that claim or that remedy request) may be severed from the arbitration and may be brought in court, subject to Your and Blob Ventures’ right to appeal the court’s decision. All other claims shall be arbitrated.
The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and held in Delaware or any another mutually agreed location.
The arbitrator’s award shall be confidential, final, and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Payment of all filing, administration, and arbitrator fees will be governed by the JAM’s rules which are publicly available on JAMS’s website at https://www.jamsadr.com/.
10. Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of the State of Florida, USA, without regard to its conflicts of law principles. By accessing the Service, you agree that the laws of the United States and the state of Florida will apply to all matters relating to the Service. Sole and exclusive jurisdiction and venue for actions and disputes arising out of or related to these Terms shall be the state or federal courts located in Florida, USA. You hereby submit to the jurisdiction and venue of said courts and consent to service of process by email in any legal proceeding.
11. General Terms
11.1 We reserve the right to determine the form and means of providing you with notifications, and you agree to receive legal notices electronically if that is what we decide. We may revise these Terms from time to time; the most current version will always be posted on our website. If a revision, in our discretion, is material, we will notify you. By continuing to access or use our App, Website and Service(s) once revisions have become effective, you agree to be bound by the new Terms. If you do not agree to the new Terms, please stop using our App, our Website and our Service(s).
11.2 These Terms, together with the Privacy Policy and any amendments and additional agreements you may enter into with Blob Ventures, shall constitute the entire agreement between you and Blob Ventures concerning the Service(s), superseding any prior agreements between you and Blob Ventures relating to your use of the Service. If any provision of these Terms is deemed invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect. Sections 3.3, 3.8, 4(c), 5.6, 5.7, 7, 8, 9, 10, and 11 of this Agreement shall survive termination of this Agreement, termination of your account, or termination of any Service(s) provided to you.
11.3 No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. Blob Ventures’ failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
11.4 These Terms are a legally binding contract between you and Blob Ventures LLC, 3076 Ohio Street, Miami, Florida 33133, USA, and its parents, subsidiaries, and affiliates.
Last Updated: [05.05.2023]
Blob Ventures LLC, a Florida limited liability company with address at 3076 Ohio Street, Miami, Florida 33133, USA (hereinafter “Blob Ventures” or “us” or “we”), owns, operates, and provides the ArtVolt mobile application (hereinafter “the App” or “our App”), the ArtVolt website (the “Website” or “our Website“) and all related Service(s).
These Terms of Service (“Terms“) apply to and govern access to and use of our App, our Website and our Service(s) by you (“you” or the “Exhibitor“). Please read these Terms carefully and contact us if you have any questions. By accessing or using our App, our Website , or our Service(s), you agree to be bound by these Terms, and to our Privacy Policy which is incorporated herein by reference.
We reserve the right to change these Terms at any time and at our sole discretion. Any changes to the Terms will be effective immediately upon posting and you agree to the new posted Terms by continuing your use of the Service. It is your responsibility to check periodically for any changes we may make to these Terms.
These Terms affect your legal rights, responsibilities, and obligations, govern your use of the Service(s), are legally binding, limit Blob Ventures’ liability to you, and require you to indemnify Blob Ventures and to settle certain disputes through arbitration. Your continued use of the Service(s) affirms your agreement to these Terms. If you do not wish to be bound by these Terms or any future modifications or amendments to these Terms, do not use our Service(s).
These Terms are written in the English language. We do not guarantee the accuracy of any translated versions of these Terms. To the extent any translated versions of these Terms conflict with the English language version, the English language version of these Terms shall control.
1. Definitions
As used in these Terms, the following words shall have the meaning defined below:
“App”: means the ArtVolt mobile application, available in the Google and Apple stores or other mobile application source, with all its features and functionalities.
“Authorized Use(s)”: the ability of the User, subject to compliance with Terms of Service for Users, to (a) access and view the Exhibitor Material on the App as well as store the Exhibitor Material in the User Album, without any time limitation, (b) share the Exhibitor Material with others, via the social media, email or similar sharing functionalities of User’s device, (c) make comments, chat about and create reviews of the Exhibitor Material on the App, and (d) display the Exhibitor Material, always on or within the App and as displayed on the App, to students, at a non-commercial indoor lecture or seminar conducted by User for an educational purpose.
“Blob Ventures Properties”: the Website, the App, the Service(s) and the names, trademarks, logos, products, devices, software, designs, look and feel, technologies, computer-programs, techniques, content management system(s), know-how, algorithms, specifications, source code, databases, Blob Ventures-created content, content compilations and any other material owned by Blob Ventures, including all copyrights, moral rights, trademark rights, trade secrets, patent rights, database rights, and other intellectual property and proprietary rights therein. App, Website, and Service(s) © 2022 Blob Ventures. All Rights Reserved. Blob Ventures owns and uses several trademarks on the Service, including but not limited to ARTVOLT and the ArtVolt Logo. All rights reserved.
“Exhibitor”: means any natural person or entity, which has registered in the App, and, subject to a subscription fee payment (if and as applicable), is provided by Blob Ventures with the opportunity to have the Exhibitor Material presented/displayed in the App and made accessible to Users, for all Authorized Uses.
“Exhibitor Exhibition”: means a physical or electronic/online exhibition of one or more works of art, managed by the Exhibitor including but not limited to galleries, museums, private collections, art fairs. and other similar events.
“Exhibitor Material”: means all and any images, videos, texts, and in general any textual, audio, visual, audiovisual, photographic, or other material, pertaining to a work of art or an Exhibitor Exhibition which the Exhibitor wishes to present and make accessible, via the operation of the App, to Users, for all Authorized Uses.
“Service(s)”: means our App, Website, social media site, software, email exchange of information, and any other digital platform, including any services, features, pages, and functions contained or offered therein, including any transactions, orders, sales, purchases, or the acquisition of goods or services, present or future, provided or to be provided by Blob Ventures, to Exhibitors and Users.
“User”: means the non-Exhibitor registered end-user, using the App and having the opportunity to access and view the Exhibitor Material on the App, store the Exhibitor Material in the User Album, and further use the Exhibitor Material for all Authorized Uses.
“User Album”: means the App feature under which the User may create, manage, and use a personal virtual “album” (hosted and stored in the Cloud) containing Exhibitor Material of the User’s selection, as well as any User Material.
“User Material”: means any and all (a) User-created images, videos, texts, and in general any textual, audio, visual, audiovisual, photographic, or other material (e.g., photograph of a work of art taken by the User in a physical Exhibitor Exhibition) stored in the App or transmitted via the App, and (b) any and all material, including text and communication content, created by the User and stored in the App or transmitted via the App.
2. Our Service – How it works
By registering to our App, and by paying a subscription fee as applicable, the Exhibitor is provided with the opportunity to have the Exhibitor Material presented/displayed and made accessible to Users, on our App, for all Authorized Uses, as well as to receive the further services described below. More specifically:
(a) The Exhibitor may provide to us (by uploading the Exhibitor Material via our App’s content management system), Exhibitor Material that the Exhibitor wishes to be presented/displayed and made accessible to Users on the App. More specifically:
(i) as regards any Exhibitor Material related to a physical Exhibitor Exhibition, each time a User visits a physical Exhibitor Exhibition and takes a photo of a work of art using our mobile app for which Exhibitor Material is available, our App’s image recognition technologies match the photo taken by the User with the relevant Exhibitor Material and the User is shown the Exhibitor Material pertaining to the work of art photographed by User and physically exhibited by Exhibitor. The User shall then be able to store User’s photo, along with the relevant Exhibitor Material, in the User Album or use the Exhibitor Material stored in the User Album, for all Authorized Uses.
(ii) as regards any Exhibitor Material related to an electronic/online Exhibitor Exhibition, the User shall be able to access and view such exhibition on our App. The User shall then be able to select and store the Exhibitor Material in the User Album or further use such material stored in the User Album, for all Authorized Uses.
(b) The Exhibitor may also provide to us the Exhibitor Material, and request from us to provide to Exhibitor a QR code, which the Exhibitor may then use in a physical Exhibitor Exhibition, for visitors of such Exhibition to be able to scan the QR code. Once the User scans such QR Code with our App, the User shall be shown the Exhibitor Material pertaining to the work of art exhibited, and the User shall then be able to store the Exhibitor Material in the User Album or use the Exhibitor Material stored in the User Album for all Authorized Uses.
(c) Through our App’s personalization features, and to the extent that such material has been uploaded by an Exhibitor in our App, the User may be shown recommendations pertaining to further Exhibitor Material (i.e., other than the Exhibitor Material already stored in the User’s Album) based on the User’s interests and preferences. Therefore, even if the User has not visited, physically or electronically, a certain Exhibitor Exhibition, the User may still be able to access (and add to the User Album) further Exhibitor Material via our App’s personalization features, thus expanding visibility and promotion of Exhibitor Material, regardless of User’s visitation of an Exhibitor Exhibition.
(d) We offer to Exhibitors available analytics information pertaining to the visibility of the Exhibitor Material and volume of access to such material by the Users, thus providing a valuable tool for Exhibitors’ marketing and promotional assessments and further related activity. Such information shall always be aggregate, statistic, non-personal information, devoid of any User personal data.
3. Exhibitor Registration, Subscription, and License
3.1 In order to be able to use our Service(s) as an Exhibitor, you will be required to register and, if applicable, pay a subscription fee.
For our subscription plans and rates, please visit our pricing page located at https://artvolt.com/join-us/
Our subscription service is an automatic, recurring monthly subscription to our Service(s). You can find specific details regarding your subscription on the monthly invoice you receive or by contacting us at info@artvolt.com. By purchasing a subscription, you acknowledge that your subscription has an initial and recurring monthly subscription fee and you accept responsibility for all recurring charges prior to cancellation. Your subscription will continue and automatically renew unless and until you cancel it. YOUR SUBSCRIPTION WILL CONTINUE INDEFINITELY UNTIL TERMINATED BY YOU OR US IN ACCORDANCE WITH THESE TERMS.
You agree that your account will be subject to this automatic renewal and you will be responsible for payment of each renewal unless you cancel your subscription prior to the start of the next subscription period. By subscribing, you authorize us to charge your payment provider now, and again at the beginning of any subsequent subscription period. If your payment details change, your card provider may provide us with the updated payment details. We reserve the right to use these updated details for future charges in order to help prevent any interruption to the delivery of service. Upon renewal of your subscription, if Blob Ventures does not receive payment from your payment provider, (a) you agree to pay all amounts due on your account upon demand and (b) you agree that Blob Ventures may either terminate or suspend your subscription and continue to attempt to charge your payment provider until payment is received (upon receipt of payment, your account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).
We will send you an email reminder prior to charging your payment provider each subscription period. You may cancel your subscription at any time. In order to cancel your subscription, please contact us at info@artvolt.com. If you choose to cancel your subscription prior to the next subscription period, we will not charge your payment provider for the subsequent subscription period. Prior subscription payments, including for the current subscription period, will not be refunded.
You agree that we may either terminate or suspend your subscription for any reason at any time in our sole discretion. You will not be responsible for payment of any subscription terminated or suspended by us.
All payments will be irrevocable, non-refundable, and non-creditable.
To register, you must complete the registration process by providing to us all the necessary information requested at the registration form, including email, password, and any other information requested. You represent and warrant that: (a) all required information you submit is truthful and accurate; (b) you are the person described in such information or, if not, you are lawfully authorized to provide such information and to give the consent of the person described in such information; (c) you will maintain the accuracy of such information; and (d) Y you will control your account and that you are liable for any unlawful act occurring under your account.
3.2 You hereby declare and represent that you have the capacity to enter and perform all obligations, representations, and warranties in these Terms. Our Service(s) are not available to any person without capacity to exercise legal rights, or to any Exhibitor disqualified from our system, for any reason whatsoever. By using the Service, you agree that you are at least the legal age of majority in the jurisdiction in which you reside or, if you are not, that you have obtained parental or guardian consent. The Service is not targeted for use by children under the age of 18. IF YOU ARE UNDER THE AGE OF EIGHTEEN (18) YOU ARE NOT AUTHORIZED TO USE THE SERVICE.
3.3 In order to secure payments through your credit cards, we collaborate with third-party certified payment service providers. For payment to be accomplished, you will be directed to a secure page of the collaborating payment service provider. There, you will be requested to register your card details.
We do not collect, process, or store the data (including card details) inserted by you on our payment providers’ secure page. The payment service provider controls the data inserted and informs us electronically for the approval or the rejection of the transaction.
Prices will be displayed in United States Dollars. By confirming your purchase at the end of the checkout process, you agree to accept and pay for the products, as well as all applicable taxes and currency conversion fees.
You represent and warrant that you have the right to use any credit card or other means of payment that you provide to the third-party service provider. All billing information you provide must be current, complete, truthful and accurate. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates (as applicable), so that we can complete your transactions and contact you as needed. Providing any untruthful or inaccurate information is a breach of these Terms and may result in cancellation of your order. Prior to accepting an order, we may also request additional information from you. Verification of information may be required prior to the acknowledgment or completion of any purchase. We reserve the right to refuse or cancel an order for any reason including limitations on availability, inaccuracies, or errors in service or pricing information, or credit and fraud avoidance problems. If your order is canceled after your credit card (or other payment account) has been charged, we will issue a credit to your credit card (or other applicable payment account) in the amount of the charge. We will attempt to contact you if all or any portion of your order is canceled or if additional information is required to accept your order. Blob Ventures may request a pre-authorization for some orders placed online with a credit or debit card. This pre-authorization will not be billed to you; however, your card issuer may hold this amount for a short period. Your card issuer determines the length of time the pre-authorization is held. We do this to ensure that the card details are still valid and that you have sufficient funds to complete the transaction.
We are not responsible for any fees or charges that your bank or credit card issuer may apply.
3.4 Subject to your full compliance with these Terms, Blob Ventures grants you a limited, revocable, non-sub-licensable, non-exclusive, and non-transferable worldwide license to use our Service(s) to provide Users with Exhibitor Materials, Exhibitor Exhibitions, and other materials. All right, title, and interest in and to the Blob Ventures Properties, User Material, or other content available via the Service(s) is the exclusive property of and owned by Blob Ventures, our licensors or certain other third parties, and is protected by United States and international copyright, trademark, trade dress, patent or other intellectual property and unfair competition rights and laws to the fullest extent possible. Under no circumstances should you consider that any right, title, or interest in Blob Ventures Properties or third-party proprietary material, including any User Material, is sold, or transferred to you or that you are granted any other right or license other than that specifically provided for in these Terms. You are expressly prohibited from and will not:
(a) Copy, modify, translate, or create derivative works of any Blob Ventures Properties.
(b) Decompile, reverse engineer, disassemble or try to access the source code of any Blob Ventures Properties.
(c) Lease, sell, resell, rent, or transfer any licenses provided to you by Blob Ventures under these Terms.
(d) Remove any proprietary labels, text, trademarks, graphics, or other elements from the Blob Ventures Properties.
(e) Use the App and our Service(s) for purposes different than those permitted by these Terms.
3.5 The permission we give you to register for an account and use our Service(s) under these Terms is non-exclusive, non-transferable and not sub-licensable. You are not allowed to rent, sell, lease, sublicense or otherwise transfer your account, or any access to or use of our Service(s), to any third party.
3.6 Subject to the non-exclusive license provided by Users to Blob Ventures in accordance with our User Terms of Service, all rights in the User Material are owned and retained by the User. You are not granted any license on any User Material whatsoever.
4. Exhibitor Representations and Warranties
4.1 Exhibitor hereby declares, represents, and warrants to Blob Ventures that Exhibitor:
(a) Is the sole and exclusive owner of any and all intellectual property rights in the original artwork(s) which the Exhibitor Material refers to, relates, or depicts (the “Artwork“), as well as in the Exhibitor Material
or
(b) has been granted by the true, rightful owner(s) of the intellectual property rights in the Artwork and the Exhibitor Material, the exclusive right to provide to Blob Ventures and the Users, all licenses contemplated herein, for the licensed use of the Exhibitor Material by Blob Ventures, and for the Authorized Use of the Exhibitor Material by the Users.
4.2 Exhibitor further hereby declares, represents, and warrants to Blob Ventures that:
(a) Exhibitor has obtained in writing any and required licenses or consents which give the Exhibitor the right to lawfully grant the licenses granted herein, for all designated purposes attached to such licensed uses or Authorized Uses, as set out in these Terms, and which give to Blob Ventures and to the Users, the right to enjoy the full rights afforded to them under these Terms.
(b) Exhibitor has paid or shall pay to any third-party licensors or representatives thereof including any collective management organizations (CMOs), anywhere in the world any and all appliable fees, license fees, charges, expenses, royalties, and any further costs, without any exception, in relation to the provision, by Exhibitor to Blob Ventures and to the Users, of all licenses described herein and in relation to all uses, the right to which is granted to Blob Ventures and the Users herein.
(c) For the licensed use of the Exhibitor Material by Blob Ventures and for the Authorized Use of the Exhibitor Material by the Users, Blob Ventures and the Users shall not be requested, shall not be responsible and shall not be liable for any payments to the Exhibitor, any Exhibitor’s licensor (including the artist of the Artwork), any Exhibitor supplier, or to any third party whatsoever including any collective management organization (CMO) anywhere in the world.
(d) The Artwork, Exhibitor Material, the licensed use of the Exhibitor Material by Blob Ventures, and the Authorized Use, by Users, of the Exhibitor Material, do and shall:
(i) not infringe, misappropriate, make unlawful use of, or otherwise violate any third-party intellectual property rights. Exhibitor represents and warrants that all the rights herein licensed to Blob Ventures and the Users, are free of any legal defect, lien and encumbrance, and that Exhibitor has not undertaken any obligation towards any third party, legal or natural, which may impede or contradict these Terms and the performance of Exhibitor’s obligations as set out herein.
(ii) not violate, be inconsistent with, or conflict with the terms of any agreement made between the Exhibitor and any Exhibitor’s licensor, supplier of provider, including but not limited any intellectual property right holders in the Artwork and the Exhibitor Material.
(iii) not impose or lead to impose a requirement or condition that Blob Ventures or the Users be granted any further license for the licensed use/Authorized Use of the Exhibitor Material or refrain from asserting or enforcing any of their rights set out herein.
(iv) not impose or lead to impose any payment obligation by Blob Ventures or the Users or impose or lead to impose any other material limitation, restriction, or condition on the right or ability of Blob Ventures and the Users to use the Exhibitor Material in the manner and as described in these Terms.
(v) not contain any element, including any corrupted files, designed, or intended to have, or capable of performing, any of the following functions: (i) disrupting, disabling, harming, or otherwise impeding in any manner the operation of Blob Ventures; or (ii) damaging or destroying any data or file.
4.3 To the maximum extent permitted by law, the Exhibitor (on Exhibitor’s behalf or on behalf of Exhibitor’s licensor) hereby waives all rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral” or the like (collectively “Moral Rights“) with respect to the licensed use/Authorized Use of the Exhibitor Material. At any case, Exhibitor hereby acknowledges and consents that the licensed use, by Blob Ventures and the Authorized Use, by the Users, of the Exhibitor Material constitutes a legal form of exercise of such rights.
4.4 Furthermore, Exhibitor hereby undertakes the following obligations:
(a) Exhibitor is solely responsible and liable for the security and confidentiality of Exhibitor’s access credentials and for restricting access to Exhibitor’s account and for all activity under Exhibitor’s account. Exhibitor shall control Exhibitor’s account and protect the confidentiality of Exhibitor’s password and account information. Exhibitor shall maintain all appropriate technical and organizational measures to prevent non-authorized third parties from accessing or using any password protected portion of the Blob Ventures Service(s). Exhibitor shall immediately inform Blob Ventures of any unauthorized use of Exhibitor’s account or any breach of security, but will remain responsible for any unauthorized use. You agree that you will be responsible for any and all statements made, and acts or omissions that occur, through the use of your account or password. Blob Ventures may assume that any communication it receives under your username, account or password have been made by you unless we receive notice otherwise. You will not sell, transfer, or assign your account or any account rights. Accounts may only be set up by the individual that is the subject of the account, and who is of the age of majority. We do not review accounts for authenticity and are not responsible for any unauthorized accounts that may appear on the Service(s). For any dispute as to account creation or authenticity, we shall have the sole right, but are not obligated, to resolve such dispute as we determine appropriate in our sole and exclusive discretion, without notice.
(b) The Exhibitor shall not use the Blob Ventures Service(s) to transmit content that is unlawful or encourages or supports illegal activities, including but limited to content which may:
(i) be defamatory, fraudulent, deceptive, racist, hateful, abusive, threatening, harassing, or pornographic;
(ii) infringe intellectual property rights of others such as copyright, trademarks, trade secrets, patents or may harm the right of privacy or any other right of any party; or
(iii) infringe applicable data privacy legislation including legislation on the protection of minors.
5. Grant of License
5.1 Exhibitor hereby grants to Blob Ventures a worldwide, royalty free, perpetual, non-revocable, non-transferable (except in the case of section 5.4), license to:
(a) use, copy, publicly display, publicly perform, download, host, reproduce (permanently or temporarily), the Exhibitor Material, solely for the purposes of incorporating and displaying the Exhibitor Material in the App, for operating and managing the App and for providing the the Service(s) to the Exhibitor and the Users. Also, for the avoidance of doubt, such license shall include the right to have host the Exhibitor Material or to have reproduced (permanently or temporarily) the Exhibitor Material by third-party service providers (such as Cloud service providers or image recognition service providers) for the purposes designated above.
(b) make the Exhibitor Material permanently accessible to Users of the App and to grant to the Users the right to access, view, store in the User Album and further use the Exhibitor Material for all Authorized Uses as set out in the definition of the term Authorized Uses of section 1 of these Terms.
(c) publicly perform the Exhibitor Material and broadcast or rebroadcast the Exhibitor Material by wireless means including but not limited the App and Website.
(d) communicate the Exhibitor Material to the public, via the App, including making available to the public of the Exhibitor Material in such a way that members of the public may access the Exhibitor Material, from a place and at a time individually chosen by them.
(e) market, promote, import, export, lease, offer to sell, sell, dispose of, and distribute the App incorporating the Exhibitor Material, through any form of media or any means now or hereinafter developed.
(f) advertise, market, and promote the App incorporating the Exhibitor Material and use the Exhibitor Material for App promotion and advertisement purposes through all means and media.
(g) combine and compile with other Exhibitor Material and translate the Exhibitor Material in any language.
(h) alter, modify, adapt, arrange, and create derivatives of the Exhibitor Material (but without alteration of textual or visual content, other than alteration of external format features for technical compatibility and optimal display purposes), for all purposes designated herein.
5.2 Blob Ventures may not remove any copyright, trademark, or other proprietary notices, including without limitation attribution information, credits, and copyright notices that have been placed on the Exhibitor Material by the Exhibitor.
5.3 Where any Exhibitor trademarks, names, logos or other similar property (collectively the “Exhibitor Marks“) may be included, at Exhibitor’s choice, in the Exhibitor Material, Exhibitor grants to Blob Ventures, a perpetual, non-exclusive, non-transferable (except in the case of section 5.4) and non-sublicensable, worldwide, royalty-free license to use the Exhibitor Marks under these Terms solely as necessary for Blob Ventures to perform its obligations and exercise its rights hereunder.
5.4 Blob Ventures may assign this license and all its rights under these Terms, to any third party, in case of a merger, acquisition, or other disposal or sale of all or substantially all of Blob Ventures’ assets, including an asset sale regarding the App. In such a case, license granted to Blob Ventures and all rights and obligations of the parties under these Terms shall be binding and shall inure to the benefit to any Blob Ventures successor or assignee.
6. Indemnification
In case any third party (the “Claiming Party“) raises any claim, demand, suit, proceeding, damages, losses, judgments, liabilities, and expenses (including reasonable attorney’s fees) against Blob Ventures, arising out of or related to (i) Exhibitor’s use of, or activities in connection with, the Service(s), (ii) Exhibitor’s breach of any of these Terms, (iii) any Exhibitor Materials or Exhibitor Exhibition, (iv) any misrepresentation by Exhibitor, and (v) any violation or infringement of any rights of any third party, including any intellectual property, moral, privacy, or publicity right (a “Claim“), and without prejudice to the right of Blob Ventures to terminate Exhibitor’s account and any other Service(s), the following shall apply:
(a) Exhibitor shall indemnify, defend, and hold harmless Blob Ventures and Users from and against all Claims that may be asserted against, or suffered by Blob Ventures, its representatives, employees, and affiliates or any Blob Ventures customer or User (collectively the “Indemnitees“). Exhibitor shall also indemnify, defend, and hold harmless Indemnitees for all counterclaims, defenses and invalidity actions and other related claims or actions commenced in connection with any Claim. Exhibitor shall fully compensate the Indemnitees for any damage and loss suffered by the Indemnitees, including attorney’s fees, arising out of (i) any imposition against an Indemnitee of a fine or similar monetary obligation by Government Entity, (ii) any judicial decision which obligates an Indemnitee to compensate the Claiming Party, and (iii) any settlement made by an Indemnitee with the Claiming Party.
(b) Blob Ventures shall: (i) promptly notify Exhibitor in writing of the Claim once it becomes aware of it by means of email to the address registered to Exhibitor’s account; (ii) subject to (e) below, not make any admission, compromise or settle the Claim without the prior written consent of Exhibitor (such consent not to be unreasonably withheld or delayed); (iii) subject to clauses (c) and (e), allow Exhibitor, in its discretion and at its cost, to decide what action, if any, to take and to control and conduct the Claim; and (iv) provide Exhibitor, at Exhibitor’s cost, with all assistance as it may reasonably require in the conduct of the Claim.
(c) Exhibitor shall: (i) confirm acceptance of the indemnification and conduct of the Claim within 10 business days of receipt of the notice given under clause (b); (ii) keep Blob Ventures reasonably informed of the conduct and development of the Claim; (iii) consult in good faith with Blob Ventures on an ongoing basis in respect of such Claim, and take in account Blob Ventures’ reasonable commercial interests in connection therewith; and (iv) not make any admission or settlement on behalf of Blob Ventures without its prior written approval, not to be unreasonably withheld or delayed.
(d) Failure by Blob Ventures or Exhibitor to comply with the indemnification procedure set-out above does not relieve Exhibitor of any obligation to indemnify Blob Ventures pursuant to clause (a).
(e) Notwithstanding clause (b) above, Blob Ventures may take any action which it considers reasonably necessary: (i) if Exhibitor refuses to accept conduct of the Claim or unreasonably delays in taking action in defending or settling any Claim; and (ii) to avoid the award or enforcement of any injunctive relief (whether final or interim).
7. Termination of Account/ Removal of Exhibitor Material
7.1 If Blob Ventures receives any information, notification, notice, or claim, related to an alleged or actual infringement of any third-party rights (including third-party intellectual property rights) in connection with the Exhibitor Material, Blob Ventures reserves the right to and may, at Blob Ventures’ sole discretion:
(a) Remove, temporarily or permanently from the App any infringing (or allegedly infringing) Exhibitor Material;
or
(b) Suspend or terminate Exhibitor’s Account.
7.2 If Exhibitor breaches any of the terms, representations, or warranties provided herein, Blob Ventures, without prejudice to any other right it may have under law or contract (including any right to request payment of damages for any injury or loss suffered by Blob Ventures), may immediately terminate Exhibitor’s Account.
7.3 If Exhibitor’s Account is terminated by Blob Ventures or the Service(s) provided to Exhibitor are terminated for any reason including by Exhibitor), the following shall apply:
(a) the License granted under section 5 of these Terms shall continue to remain in force and shall survive any termination of Exhibitor’s account or any cooperation of the parties except for termination by Exhibitor for Blob Ventures’ breach of section 5.
(b) Unless terminated by Exhibitor for Blob Ventures’ breach of section 5, Blob Ventures shall not be required to erase, delete, or remove Exhibitor’s Material, but rather it shall remain in the App and shall continue to be accessible to Users, for all Authorized Uses, without any time or other limitation at Blob Ventures’ discretion (the “Surviving Exhibitor Material“).
(c) Exhibitor shall desist from any further use of the Service(s).
(d) All services under section 2(d) of these Terms (even if referring to Surviving Exhibitor Material) shall be discontinued.
(e) Any unused portion of any subscription fee paid to Blob Ventures for the provision of the Service(s), shall not be refunded and shall remain with Blob Ventures.
7.4 Other than for a breach of section 5 by Blob Ventures, Exhibitor shall not have any right to enjoin, restrict, or otherwise interfere with the rights of Blob Ventures or the User to use the Exhibitor Material for all licensed/Authorized Uses set out herein. In the event of a breach by Blob Ventures of any of its obligations (other than its obligations under section 5 hereunder), Exhibitor agrees that any Exhibitor claim shall be restricted to a claim for monetary damages as provided in section 8.
8. Disclaimer and limitation of Liability
8.1.1 The Blob Ventures Properties, including, without limitation, the App, the Website, the Service(s) and all materials, functions, or services made available or purchased through the Service(s), are provided “AS IS,” “as available, ” and “with all faults”, without any express representations or warranties of any kind. We disclaim all implied or statutory representations, warranties, terms, and conditions with respect to the App, Website, Service(s), and all services, information, goods, and materials made available through the Services(s), including without limitation the representations and warranties of satisfactory quality, merchantability, fitness for a particular use, title, and non-infringement. Blob Ventures further makes no representation or warranties or endorsements of any kind whatsoever (express or implied) about:
(a) the Blob Ventures Properties;
(b) our Service(s), or hypertext links to third parties;
(c) the treatment of any information, content, material or data transmitted by Exhibitors and Users to the App;
(d) security associated with the transmission of information through the Blob Ventures Properties or any linked site.
8.1.2 Blob Ventures is trying to build the best experience for its Exhibitors however, it cannot guarantee that the Blob Ventures Properties and the Service(s) shall be uninterrupted, error-free, accurate, complete or current; or that the Blob Ventures Properties and the Service(s) or the servers that make them available are free of viruses or other harmful components. We make no representation or warranty that the Services(s) (or any part thereof) will be accurate, complete, or error-free, nor that any particular software or hardware, will be compatible with the Service(s), and you hereby agree that it is your sole responsibility to (a) obtain and pay for any software, hardware and services (including internet connectivity) needed to access and use the Services(s) and (b) ensure that any software, hardware, and services that you use will function correctly with the Service(s). You agree that you must evaluate, and that you bear all risks associated with, the use of the Service(s), including any reliance on the accuracy, completeness, or usefulness of any information or materials made available through the Service(s).
8.1.3 Blob Ventures is not responsible for any technical issues in relation to any telecommunications or internet network (including in relation to speed or bandwidth), including any injury or damage to User’s or any other person’s device related to or resulting from access to the App, the Website and the Service(s).
8.1.4 Blob Ventures cannot guarantee compliance of Users with the User Terms of Service and cannot be held liable for any misuse of the Service(s) by any User or the infringement of any rights of Exhibitor, of any other User, or of any third-party, by any User. Any claims of Exhibitor related to any unauthorized use, by the User, or the Exhibitor Material must be asserted solely against such User.
8.1.5 Our App, Website and Service(s) may contain links to third-party websites, or other events or activities that are not owned or controlled by Blob Ventures (“Third-Party Material”). We don’t endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third-party websites, services, or content, you do so at your own risk and you agree that Blob Ventures has no liability arising from your use of or access to any third-party websites, services, or content.
8.1.6 The views and opinions expressed in any User Material, Exhibitor Material, or Third-Party Materials are those of the authors or third parties and do not necessarily reflect the official policy or position of Blob Ventures. We do not endorse or make any representations or warranties of any kind with respect to any User, Exhibitor, or Third-Party Material or any statements, ideas, advice, or opinions communicated on, through or in connection with our Service(s) (whether online, offline, orally, in writing or otherwise) by any User, Exhibitor or third party, whether with respect to accuracy, completeness, truthfulness, reliability or otherwise. You acknowledge that any use of, or reliance on any User, Exhibitor, or Third-Party Material or any such statements, ideas, advice or opinions, is solely at your own risk.
8.1.7 You acknowledge that we have no obligation to review or screen any Exhibitor, User, or Third-Party Material, and that by using our Service(s), you may be exposed to User, Exhibitor, or Third-Party Material that is inaccurate, misleading, offensive, or otherwise objectionable.
8.1.8 We reserve the right, but have no obligation, to monitor or review any and all Exhibitor, User, or Third-Party Material or communications transmitted on or through our Service(s), to enforce or investigate potential violations of these Terms or our other policies or agreements with Users and Exhibitors, to detect, prevent or otherwise address fraud, security or technical issues, or to otherwise administer, improve or operate our Service(s) or provide customer support, without notice or liability, at any time at our sole discretion. We also reserve the right to access, preserve and disclose any information if we believe it is reasonably necessary to: (a) respond to claims against us or comply with any law, regulation, legal process or governmental request; (b) enforce or administer these Terms or our other policies or agreements; (c) conduct customer support, or detect, prevent or otherwise address fraud, security or technical issues; or (d) protect or enforce the rights, property or safety of Blob Ventures, of you, of the Users, or of others.
8.1.9 We reserve the right to remove or refuse to display any User, Exhibitor, or Third-Party Material on our Service(s), in whole or part, if we believe that such material may violate our User or Exhibitor Terms, the law or any third-party rights, or for any other reason, without notice or liability, at any time at our sole discretion.
8.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, BLOB VENTURES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL OR OTHER INTANGIBLE LOSSES, OR ANY LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SERVICE, OR ANYUNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES ,RESULTING FROM (A) YOUR ACCESS TO, USE OF OR INABILITY TO ACCESS OR USE THE SERVICE(s)OR FROM ANY INFORMATION OR MATERIALS ON THE SERVICE(S; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE(s), INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS, EXHIBITORS OR THIRD PARTIES; OR (C) UNAUTHORISED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE. OUR MAXIMUM LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE SHALL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO US TO ACCESS AND USE THE SERVICE. FOR THE 6 MONTHS PRECEDING THE DATE ON WHICH THE LOSS OR DAMAGE AROSE.
IT IS POSSIBLE THAT APPLICABLE LAW MAY NOT ALLOW FOR LIMITATIONS ON CERTAIN IMPLIED WARRANTIES OR EXCLUSIONS OR LIMITATIONS OF CERTAIN DAMAGES; SOLELY TO THE EXTENT THAT SUCH LAW APPLIES TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. IF APPLICABLE LAW PROHIBITS THE LIMITATION OR EXCLUSION OF A PARTY’S LIABILITY WITH RESPECT TO DEATH OR PERSONAL INJURY CAUSED BY SUCH PARTY’S NEGLIGENCE, FRAUD, OR ANY OTHER MATTER, THEN SUCH PARTY’S LIABILITY WILL NOT BE LIMITED OR EXCLUDED TO THE EXTENT OF SUCH PROHIBITION UNDER SUCH APPLICABLE LAW.
9. Arbitration of All Claims on an Individual Basis.
You and Blob Ventures agree that any and all disputes or claims that have arisen or may arise between You and Blob Ventures that relate in any way to the Service(s) shall be resolved through confidential, final and binding arbitration rather than in court, with the exception of any dispute relating to the enforcement or validity of intellectual property rights. The Federal Arbitration Act (“FAA”) governs the interpretation and enforcement of this agreement to Arbitrate.
If a dispute arises between You and Blob Ventures, we want to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost-effective means of resolving the dispute quickly. Please contact us regarding any issues.
UNLESS YOU AND BLOB VENTURES AGREE OTHERWISE, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL PROCEEDING. ALSO, TO THE EXTENT AVAILABLE BY LAW, AND SUBJECT TO THE DAMAGE LIMITATIONS DISCUSSED HEREIN, THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR, AND FOR THE BENEFIT OF, THE INDIVIDUAL PARTY SEEKING RELIEF.
If a court decides that any part of this agreement to arbitrate is invalid or unenforceable, the other parts of this Section shall still apply. Specifically, if a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim or a particular request for a remedy (such as a request for public injunctive relief), then that claim or that remedy request (and only that claim or that remedy request) may be severed from the arbitration and may be brought in court, subject to Your and Blob Ventures’ right to appeal the court’s decision. All other claims shall be arbitrated.
The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and held in Delaware or any another mutually agreed location.
The arbitrator’s award shall be confidential, final, and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Payment of all filing, administration, and arbitrator fees will be governed by the JAM’s rules which are publicly available on JAMS’s website at https://www.jamsadr.com/.
10. Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of the State of Florida, USA, without regard to its conflicts of law principles. By accessing the Service, you agree that the laws of the United States and the state of Florida will apply to all matters relating to the Service. Sole and exclusive jurisdiction and venue for actions and disputes related to these Terms will be the state or federal courts located in Florida, USA. You hereby submit to the jurisdiction and venue of said courts and consent to service of process by email in any legal proceeding.
11. General Terms
11.1 We reserve the right to determine the form and means of providing you with notifications, and you agree to receive legal notices electronically if that is what we decide.
Sections 3.4-6, 4.1-4.3, 5, 6, 7, 8, 9, 10, and 11 of these Terms shall survive termination of these Terms, termination of your account, or termination of any Service(s) provided to you.
11.2 These Terms, together with the Privacy Policy and any amendments and additional agreements you may enter into with Blob Ventures, shall constitute the entire agreement between you and Blob Ventures concerning the Service(s), superseding any prior agreements between you and Blob Ventures relating to your use of the Service. If any provision of these Terms is deemed invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
11.3 No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. Blob Ventures’ failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
11.4 These Terms are a legally binding contract between you and Blob Ventures LLC, 3076 Ohio Street, Miami, Florida 33133, USA, and its parents, subsidiaries, and affiliates.
We care about your experience. Fill in your details and we’ll contact you shortly.
