CULTURECONNECT TERMS OF SERVICE

Updated:  9/21/2017

The following terms and conditions, (including any exhibit and/or schedule attached hereto and any Service Orders (as defined below), this “Terms of Service”) govern your access to and use of (yourcultureconnect.com) (the “Website”), including any content, functionality and services offered on or through the Website, including the application builder services and the CultureConnect application (the “Services”), whether as a guest or as a registered user. The website is provided by CultureConnect, LLC (“CultureConnect”).

This Website and the Services are offered and available to users who are 18 years of age or older and who reside in the United States or any of its territories or possessions. By using this Website and/or the Services, you represent and warrant that you are of legal age to form a binding contract with CultureConnect and meet all of the foregoing eligibility requirements. If you do not meet all of the foregoing requirements, you must not access or use the Website or the Services.

Acceptance of the Terms of Service

Please read the Terms of Service carefully before you start to use the Website and before you use the Services. By using the Website and/or the Services, you accept and agree to be bound and abide by these Terms of Service. If you do not want to be bound to these Terms of Service, you must not access or use the Website or the Services.

Changes to the Terms of Service

CultureConnect may revise and update these Terms of Service, from time to time, in its sole discretion. All changes to the Terms of Service are effective immediately after the changes are posted, and apply to all access to and use of the Website and Services thereafter. Your continued use of the Website and/or Services following the posting of the revised Terms of Service means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you. You can review the most current version of the Terms of Service at any time at: www.cultureconnectme.com

Changes to the Website and/or Services

Any new features of the Website or the Services, including the release of new tools and resources, will be subject to the Terms of Service. CultureConnect reserves the right, at any time and from time to time, to modify or discontinue, temporarily or permanently, the Website, the Services, or any part of either the Website or the Services, without notice.

Access to the Website, the Services, and Account Security

CultureConnect will provide the Services to you according to any order form (“Order Form”) or statement of work (“SOW”) that references these Terms of Service (such Order Forms or SOWs, including any exhibit and/or schedule attached thereto, “Service Orders”), each of which are deemed incorporated herein by reference; provided that a Service Order will not be deemed entered into until signed by an authorized representative of each Party.  The Services will be subject to the terms and conditions of these Terms of Service.

CultureConnect platform and apps are constantly updated on a rolling basis. CultureConnect reserves the right to make incremental amendments to the code base in its sole discretion and without notice. However, CultureConnect will provide written notice via email to the Client in the event of any substantial functional or feature changes.

CultureConnect will notify the Client at least 24 hours in advance of any scheduled downtime that may restrict access to some parts of the Website or Services, or the entire Website and all Services, or to users, including registered users. In the event of an unforeseen outage, excluding a force majeure event, CultureConnect will resolve the issue within 48 hours unless otherwise agreed to by both parties.

If unscheduled downtime primarily relates to a force majeure event, CultureConnect is excused from non-performance for a reasonable period of time or until such event has been resolved. CultureConnect will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period.

To access the Website and/or the Services, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website and Services that all the information you provide is correct, current, and complete.

Your login may only be used by one person – a single login shared by multiple people is not permitted. You are responsible for maintaining the security of your account and password. CultureConnect cannot and will not be liable for any loss or damage resulting from your failure to comply with this security obligation.

CultureConnect has the right to disable any username, password or other identifier, whether chosen by you or provided by CultureConnect, at any time in its sole discretion, for any reason, including if, in CultureConnect’s opinion, you have violated any provision of these Terms of Service.

Intellectual Property Rights in the Website and Services

The Website, the Services, and the entire contents, features and functionality offered through the Website and the Services (including, but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by CultureConnect, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or other proprietary rights laws. This section does not apply to your Content, as defined below.

You may from time to time provide suggestions, comments for enhancements or functionality or other feedback (“Feedback”) to CultureConnect with respect to the Services or the Website.  CultureConnect shall have full discretion to determine whether or not to proceed with the development of the requested enhancements, new features or functionality.  You hereby grant CultureConnect a royalty-free, fully paid up, worldwide, transferable, sublicenseable, irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback and (b) use the Feedback and/or any subject matter thereof, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter of the Feedback.

Except for the license granted hereunder, all rights, title and interests, including, but not limited to, all worldwide patent, copyright, trademark, trade secret and any other rights in and to the Services, Website, and Software are retained by CultureConnect and its licensors. You agree that you shall not do, or cause to be done, any acts or things contesting or in any way impairing or tending to impair any portion of the right, title and interest of CultureConnect or its licensors in and to such intellectual property rights. “Software” refers to computer-executable software developed in connection with the Services utilizing the Services or the Website, and includes Software in its unmodified form and any subsequent updates, upgrades, customizations or modifications to, or derivatives or versions of, the Software provided to Company as part of the Services or otherwise.

Your Content

All content that you post on the Website and the Services (“Content”) must comply with U.S. copyright laws. By providing Content on the Website and/or the Services, you grant CultureConnect and its affiliates, service providers, and each of their respective licensees, successors and assigns the right to display and otherwise disclose such Content to third parties through the CultureConnect application.  For the avoidance of doubt, your Content does not include the Software or any portions thereof, the Feedback, or the look and feel of the Software, the Website or the Services.

You represent and warrant that you (i) own, control, or have the required licenses, authorizations and/or permissions required to (i) post the Content to the Website and Services; (ii) have the right to grant the above license granted to CultureConnect, its affiliates and service providers, and each of their respective licensees.

CultureConnect claims no intellectual property rights over your Content and/or the material you provide to the Services. The Content and the materials you upload remain yours. However, you agree that by providing the Content, you agree to have the CultureConnect application users view your Content. By providing the Content you also agree to the posting of your Content for the purpose of marketing the Website and/or the Services, including, but not limited to, the posting of your Content on Facebook, Twitter, Pinterest, and in email. You grant CultureConnect, its affiliates and service providers a license to copy, transmit, and create derivative works of your Content for such advertising and marketing purposes. You may provide to CultureConnect a restricted list of specific artworks and/or media files. CultureConnect will not use this specified list in advertising or marketing materials. You are solely responsible for any and all Content that you post or that is posted through your account, even when Content is posted by others who have accounts under your account. You agree that you have full responsibility for any such Content, including its legality, reliability, accuracy and appropriateness. You are also solely responsible for any activity that occurs under your account.

You agree that CultureConnect is not responsible or liable to any third party, for the Content or accuracy of any Content posted by you or any other user of the Website or the Services. You understand and agree that CultureConnect cannot be and is not responsible for the Content posted on the Website and/or the Services and that you may be exposed to materials that you consider inappropriate or offensive. You agree to use the Website and the Services at your own risk.

You understand that the technical processing and transmission of the Website and Services, including your Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

Monitoring and Enforcement

CultureConnect cannot and does not undertake to review material before it is posted on the Website or through the services and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, CultureConnect is not liable for any action or inaction regarding transmissions, communications or content provided by you or any third party. CultureConnect has no liability or responsibility to anyone for performance or nonperformance of the activities in this section.CultureConnect has the right, but not the obligation, in its sole discretion, to refuse or remove any Content that is available through the Website or the Services, for any reason.

You agree that CultureConnect has the right, but not the obligation, to take any action with respect to any Content that CultureConnect deems necessary or appropriate, in its sole discretion, including if CultureConnect believes that the Content violates the Terms of Service, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website and the Services or the public, or could create liability for CultureConnect. CultureConnect may, but does not have an obligation to, remove Content and Accounts containing Content that CultureConnect determines, in its sole discretion, are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or which violates any party’s intellectual property rights or these Terms of Service.

Prohibited Uses

You may use the Website and the Services only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Website and the Services:

  • In any way that violates any applicable federal, state, local or international law or regulation (including, but not limited to, copyright and other intellectual property rights laws).
  • For the purpose of exploiting, harming or attempting to exploit or harm minors in any way be exposing them to inappropriate content, asking for personally identifiable information or otherwise.
  • To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
  • To impersonate or attempt to impersonate CultureConnect, a CultureConnect employee, another user or any other person or entity.
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by CultureConnect, may harm CultureConnect or users of the Website and Services or expose CultureConnect to liability.
  • To reproduce, duplicate, copy, sell, resell or exploit any portion of the Website or the Services, use of the Website or the Services, or access to the Website or the Services without the express written permission by CultureConnect.
  • To transfer, distribute, sell, resell, lease, sublease, license, sub-license or assign Services or Software or the license or subscription granted by this Agreement or otherwise offer Services or Software for use on a service bureau, outsourced, or value added basis.

Additionally, you agree not to:

  • Use the Website or Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website.
  • Use any manual process to monitor or copy any of the material on the Website or Services or for any other unauthorized purpose.
  • Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website or Services, the server on which the Website and/or the Services is stored, or any server, computer or database connected to the Website and/or Services.
  • Reverse engineer, decompile, disassemble or otherwise create, attempt to create, or permit or assist any third party to create a source code version of the Software.

Change Orders

You shall have the right during CultureConnect’s provision of the Services to request additional Services and to request alterations, additions, omissions, deletions, modifications, changes or departures in the scope, schedule, sequence, method or performance or provision of the Services, and CultureConnect shall consider in good faith all such requests for changes.  If said changes increase or decrease the cost of the Services, the compensation will be adjusted accordingly on a prorated basis, as mutually agreed upon by the Parties. CultureConnect shall not provide extra or modified Services nor incur any extra cost or expense unless a written request for said extra or modified Services, cost or expense shall have been obtained from you prior to the performance of such extra or modified Services or incurring any extra cost or expense, and the Parties have mutually agreed upon a change order which specifies such requested extra and/or modified Services and the corresponding adjustments to compensation and/or schedule (“Change Order”).

Payment

You expressly understand and agree that CultureConnect provides a software service that enables you to create, manage and publish build web and mobile applications displaying Museum content to be accessed and used by museum visitors and the general public . By creating an account and paying the fee to make your web and mobile applications available to the public or to users of your web and mobile applications created through the Service, you are using the Services. The Services and the CultureConnect application are not products and therefore you will not receive, and may not claim ownership to, any software code, software programs, user analytics, CultureConnect website domain or subdomain, or any web or mobile application created on, with, or in association with CultureConnect, the Website, or the Services.

All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you will be responsible for payment of all such taxes, levies, or duties resulting from your use of the Website and the Services, excluding only United States (federal or state) taxes which are based off of the income of CultureConnect.

CultureConnect reserves the right to suspend its provision of the Services with notice in the event of your non-payment of outstanding invoices.

Disclaimer of Warranties

You understand that CultureConnect cannot and does not guarantee or warrant that files available for downloading from the internet, the Website, and the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Website and the Services for any reconstruction of lost data. CULTURECONNECT WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE, THE SERVICES, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE WEBSITE OR THE SERVICES, OR ON ANY WEBSITE LINKED TO THE WEBSITE OR THE SERVICES.

YOUR USE OF THE WEBSITE, ITS CONTENT AND THE SERVICES AND ANY OTHER ITEMS OR SERVICES OBTAINED THROUGH THE WEBSITE OR SERVICES IS AT YOUR OWN RISK. THE WEBSITE, THE SERVICES, THEIR CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER CULTURECONNECT NOR ANY PERSON ASSOCIATED WITH CULTURECONNECT MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE AND THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER CULTURECONNECT NOR ANYONE ASSOCIATED WITH CULTURECONNECT REPRESENTS OR WARRANTS THAT THE WEBSITE, THE SERVICES, THEIR CONENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBISTE AND SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE AND SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE, THE SERVICES, OR ANY ITEMS OR SERVICES OBTAINED THROUGH THE WEBSITE AND THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

CULTURECONNECT HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

IN NO EVENT WILL CULTURECONNECT, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, AGENTS, OFFICERS, DIRECTORS, OR MEMBERS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR OR ANY THIRD PARTY’S USE OR INABILITY TO USE THE WEBSITE, THE SERVICES, ANY WEBSITES LINKED TO THE WEBSITE OR SERVICES, ANY CONTENT ON THE WEBSITE OR SERVICES OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOST OF GOODWILL, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES, UNAUTHORIZED ACCESS TO OR ALTERATIONS OF YOUR TRANSMISSIONS OR DATA, STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE OR THE SERVICES, ANY OTHER MATTER RELATING TO THE SERVICES, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF CULTURECONNECT HAS BEEN ADVICED OF THE POSSIBILITY OF SUCH DAMAGES.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless CultureConnect, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, members, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to (i) your violation of these Terms of Service or your use of the Website and/or the Services, including, but not limited to, your Content and any use of the Website and/or Services content, services and products other than as expressly authorized in these Terms or Use or your use of any information obtained from the Website; (ii) your Content; (iii) any third party’s use your Content through the CultureConnect application.

Cancellation and Termination

You are solely responsible for properly canceling your account. A written request for cancellation is required. Terms of cancellation are subject to conditions described under “Payment”. When you cancel your account, CultureConnect is not obligated to continue to host or store Content, which may be deleted from the Website, which then cannot be recovered. CultureConnect can be contracted to export media files prior to deletion.

Such termination will result in the deactivation of your Account and your ability to access your Account. CultureConnect reserves the right to refuse service to anyone, for any reason or no reason, at any time.

Violation of any of the provisions of the Terms of Service will result in the termination of your account. Additionally, verbal, physical, written or other abuse (including threats of abuse or retribution) of any CultureConnect customer, employee, member, officer, or any third party will result in immediate account termination.

Modifications to the Prices and Costs

Prices of all Services, including but not limited to periodic fees for the Services, are subject to change upon 30 days’ notice from CultureConnect. Such notice may be provided at any time by electronic notification (e.g. email). CultureConnect will not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services.

If CultureConnect’s maintenance, hosting or storage costs are materially increased as a result of CultureConnect storing your Content on CultureConnect’s or a third-party service provider’s systems, CultureConnect reserves the right at any time, including after the provision of Services has begun, to modify the price of the Services to account for the increase in hosting or storage costs, with notice, to account for the increased cost.

General Conditions

Technical support is provided to paying account holders via email. When possible, services will be provided by phone or in person.

You understand that CultureConnect uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.

The failure of CultureConnect to exercise or enforce any right or provision of the Terms of Service will not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and CultureConnect and govern your use of the Services, super ceding any prior agreements between you and CultureConnect (including, but not limited to, any prior versions of the Terms of Service). Questions about the Terms of Service should be sent to support at hello@cultureconnectme.com.

All matters relating to the Website, the Services and these Terms of Service and any dispute or claim arising therefrom or related thereto, including non-contractual disputes or claims), will be covered by and construed in accordance with the internal laws of the State of Louisiana without giving effect to any choice or conflict of law provision or rule, whether of the State of Louisiana or any other jurisdiction.

Any legal suit, action or proceeding arising out of, or related to, these Terms of Service or the Website will be instituted exclusively in the federal courts of the United States or the courts of the State of Louisiana, in each case located in the City of New Orleans and parish of Orleans. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Privacy

When accessing the Website and the Services, CultureConnect will collect certain information about you, such as the name of the domain from which you access the Internet, the date and time you access our site, and the Internet address of the website you used to link directly to our site.

When creating an account, CultureConnect may collect the following information about you:

Name

Email Address

Organization

Phone Number

CultureConnect will not obtain personally-identifying information about you when you visit our site, unless you choose to create an account or provide such information to us. Personally-identifiable information will not be sold or otherwise transferred to unaffiliated third parties without the approval of the user at the time of collection.