Terms & Conditions

1. INTRODUCTION

Welcome to Directory.Art, owned and operated by Mondoir Art Gallery Co. L.L.C., a company organized under the laws of the United Arab Emirates (“Company”, “we”, “us”, or “our”). Directory.Art allows artists to create profiles and share information about their services and creations, including uploading artifacts they have created. Thank you for your interest in Directory.Art. Please read these Terms and Conditions (“T&Cs”) carefully, as they contain important information and affect your legal rights. For the purposes of these T&Cs, “you” and “your” mean you as the user of our service, including, without limitation, Directory.Art, any of our websites, social media, APIs, and/or mobile applications (“Service”). By accessing and/or using the Service, you hereby agree to be bound by all provisions of these T&Cs, by and between you and Company (individually “Party” and collectively “Parties”). By accessing and/or using the Service, you hereby acknowledge that you are 18 years of age or older and capable of forming a binding contract with us, and not otherwise barred from using the Service under applicable law.

Please note that these T&Cs contain an arbitration provision and class action waiver. By agreeing to these T&Cs, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have the dispute decided by a judge or jury, and you waive any right to participate in collective action, whether that be a class action, class arbitration, or representative action.

Section 4 contains specific terms and conditions which apply to artists and creators using the Service, including a grant of rights to Company and its partners, affiliates, employees, consultants and independent contractors to use the Artist Materials (as defined below) in connection with the Service.

For the avoidance of doubt, your use of certain areas, services or features of the Service may be subject to additional terms, which will be posted or otherwise made available to you in connection with such areas, services or features.

2. OWNERSHIP OF SERVICE

The Service, including its “look and feel” (e.g., text, graphics, images, logos, page headers, button icons, and scripts), proprietary content, information and other materials, and all content and other materials contained therein, including, without limitation, all logos and all designs, text, graphics, pictures, data, software, sound files, other files, and the selection and arrangement thereof are the proprietary property of Company. We reserve all rights in connection with the Service and its content, including, without limitation, the exclusive right to create derivative works. Our name, logo, trademarks, and any Company product or service names, designs, logos, and slogans are the intellectual property of Company and may not be copied, imitated or used, in whole or in part, without our prior written permission in each instance. You may not use any metatags or other “hidden text” utilizing “Directory.Art” or any other name, trademark or product or service name of Company without our prior express written consent in each instance. In addition, the “look and feel” of the Service constitutes the service mark, trademark or trade dress of Company and may not be copied, imitated or used, in whole or in part, without our prior written permission.

All other third-party trademarks, registered trademarks, and product names mentioned on the Service or contained in the content linked to or associated with the artworks displayed on the Service are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable intellectual property rights holder.

3. LICENSE TO ACCESS AND USE SERVICE

You are hereby granted a limited, non-exclusive, non-transferable, non-delegable, and personal license to access and use the Service provided, however, that such license is subject to your compliance with these T&Cs. If any software, content, or other materials owned by, controlled by, or licensed to us are distributed or made available to you as part of your use of the Service, we hereby grant you a non-commercial, personal, non-assignable, non-delegable, non-transferrable, and non-exclusive right and license to access and use such software, content, and materials provided to you as part of the Service, in each case for the sole purpose of enabling you to use the Service as permitted by these T&Cs. Notwithstanding anything to the contrary herein, you may use the Service (and said license is granted to you) only if you are 18 years of age or older and capable of forming a binding contract with us, and not otherwise barred from using the Service under applicable law.

4. ARTIST/CREATOR PROVISIONS

This section 4 applies to all artists or creators accessing or using the Service.

a. Submission of Materials. All data, text, images and information you submit through the Service and/or to which you provide us access are herein referenced as the “Artist Materials”. The Artist Materials may include, without limitation, your name, biographical information, contact information, information about your home country and city, images depicting your artworks, images depicting artworks created by a minor for whom you are a parent or legal guardian, photographs of yourself, and any data, text, and images residing on any third-party webpages, sites, or applications located at URLs to which you are providing us access. By way of example only, the Artist Materials include all images depicting your artworks, including those located in your digital portfolios and publications and appearing on any social media platforms and/or websites to which you provide links.

b. Grant of Rights. You hereby grant to Company and its partners, affiliates, employees, consultants and independent contractors in perpetuity all rights necessary to use the Artist Materials in connection with the Service. It is contemplated, without limitation, that said use will include:

(i) publishing information about you and your artworks for consideration by other users of the Service, including galleries and gallery representatives;

(ii) enabling other users of the Service, including galleries and gallery representatives, to access information about you and your artworks directly; and

(iii) marketing by Company and its partners, affiliates, employees, consultants and independent contractors in connection with the Service generally.

Notwithstanding the foregoing, Company’s use of the Artist Materials in connection with the Service will be in accordance with its Privacy Policy, as posted on the Service and as amended from time to time.

The Service allows users to select certain Artworks (as defined below) for Company to display at the Mondoir Art Gallery, located at Boulevard Crescent, Unit 9, Downtown Dubai, Dubai, United Arab Emirates (“Mondoir Gallery”), which is owned and operated by Company. If you select any Artworks to be displayed at the Gallery through the Service by any means (including, without limitation, through the ‘grid’ feature), you hereby grant to Company and its partners, affiliates, employees, consultants and independent contractors in perpetuity all rights necessary: (1) to display said Artworks at Mondoir Gallery, (2) for in-context portrayal of said Artworks in media depicting and/or promoting Mondoir Gallery, and (3) to use any Artist Materials which identify and provide information about you as creator of the Artworks. By way of example only, said Artist Materials may include your name, photographs of you and your biographical information. Company is under no obligation to actually display any of said Artworks or Artist Materials at Mondoir Gallery.

c. Representations and Warranties. You hereby represent and warrant that:

(i) you own all right, title, and interest in and to all artworks and/or digital representations thereof included in the Artist Materials (“Artworks”);

(ii) the Artworks do not infringe the rights of any person or entity, including, without limitation, any copyright or trademark interests; and

(iii) Company and/or its partners, affiliates, employees, consultants and independent contractors will not be infringing the rights of any person or entity by using the Artworks in accordance with the T&Cs, including, without limitation, posting the Artworks on the Service, displaying the Artworks at Mondoir Gallery and/or using the Artworks for in-context portrayal in other media (as applicable).

d. Indemnification. You hereby indemnify and hold harmless Company and our affiliates, parents, subsidiaries and each of our and their respective officers, employees, agents, partners, content providers, service providers, suppliers and licensors against and from any and all claims, liabilities, costs, losses (including without limitation consequential and indirect losses) and expenses, including reasonable attorneys' fees, arising in any way from or in relation to: (i) any breach or claim of breach of the foregoing representations and warranties; and/or (ii) the Artist Materials you submit as used in connection with the Service. For the avoidance of doubt, this provision applies in addition to any other applicable indemnification provision(s) herein.

5. THIRD-PARTY CONTENT AND SERVICES

You must always use caution when giving out any personal identifying information to other users or third-party linked websites and applications through the Service. The Service may contain links or functionality to access or use third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”), or otherwise display, include, or make available content, data, information, services, applications, or materials from third parties (“Third-Party Materials”). When you click on a link to, or access and use, a Third-Party Website or Third-Party Application, though we may not warn you that you have left the Service, you are subject to the terms and conditions (including privacy policies) of another website or destination, to the extent they exist. Such Third-Party Websites, Third-Party Applications, and Third-Party Materials are not under the control of Company. Company is not liable in connection with any Third-Party Websites, Third-Party Applications, and Third- Party Materials. We provide links to these Third-Party Websites and Third-Party Applications only as a convenience and do not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services or associated Third-Party Materials. You use all links in and to Third-Party Websites, Third-Party Applications, and Third-Party Materials at your own risk.

6. INDEMNIFICATION

You agree to defend, indemnify and keep Company and our affiliates, parents, subsidiaries and each of our and their respective officers, employees, agents, partners, content providers, service providers, suppliers and licensors (collectively, the “Indemnified Parties”) indemnified, and hold the Indemnified Parties harmless from any and all claims, liabilities, costs, losses (including without limitation consequential and indirect losses) and expenses, including reasonable attorneys' fees, arising in any way from or in relation to: (a) your use of or reliance on the Service or any services, content, functions, information, materials or products available through the Service; (b) your purchase or use of any products through the Service, (c) your placement or transmission of any message, content, information, software or other materials through the Service; (d) any breach or claim of breach of any representation or warranty given by you herein; and/or (e) your fraudulent or deceptive acts or omissions, or breach or violation of the law (including, without limitation, infringement of any intellectual property or other right of any person or entity) or of these T&Cs. For the avoidance of doubt, this provision applies to all users of the Service in addition to any other applicable indemnification provision(s) herein.

7. PRIVACY POLICY

Please refer to our Privacy Policy for information about how we collect, use and share personal data about you. By submitting personal data through our Service, including, without limitation, when you create an account on the Service, you agree to the terms of our Privacy Policy, as amended, and you expressly consent to the collection, use, and disclosure of your personal data in accordance with the Privacy Policy, as amended. The Privacy Policy is available here: https://directory.art .

8. DMCA TAKEDOWN NOTICE

We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about any material on the Service, you may contact our designated agent at the following address:

Blue Water Law Group, P.C.

520 Broadway, 2nd Flr.

Santa Monica, CA 90401

+1 (310) 598-3608, ext. 104

[email protected]

Under the DMCA, your takedown notice addressed to our registered agent must contain the following information:

(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;

(b) a description of the copyrighted work or other intellectual property right that you claim has been infringed;

(c) a description of the material that you claim is infringing and where it is located on the Service, including a URL representing a link to the material;

(d) your address, telephone number, and email address;

(e) a statement by you that you have a good faith belief that the use of the content on the Service of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and

(f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property owner’s behalf.

Your takedown notice will be shared by Company with the user alleged to have infringed a right you own or control and may be shared with the operators of publicly available databases that track notifications of claimed infringement, and you consent to Company making such disclosures. Nothing herein shall be deemed as the provision of legal advice to you by Company. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

You acknowledge that we have the right to remove anything you have posted or otherwise made available from the Service in response to a takedown notice.

9. DMCA COUNTER NOTIFICATION

If you receive a notification from Comapny that material made available by you on or through the Service has been the subject of a takedown notice, then you will have the right to provide Company with a counter notification. To be effective, a counter notification must be in writing, provided to our designated agent listed in section 8 above, and include substantially the following information:

(a) your physical or electronic signature;

(b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

(c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and

(d) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which Company may be found, and that you will accept service of process from the person who provided notification under section 8 above or an agent of that person.

Nothing herein shall be deemed as the provision of legal advice to you by Company. A party submitting a counter notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification.

10. REPOSTING OF CONTENT SUBJECT TO COUNTER NOTIFICATION

If you submit counter notification to Company in response to a takedown notice, then Company will promptly provide the person who provided the takedown notice with a copy of your counter notification and inform that person that Company will replace the removed content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the counter notification, unless Company’s designated agent receives notice from the party that submitted the takedown notice that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on Company’s system or network.

11. FALSE TAKEDOWN NOTICES OR COUNTER NOTIFICATIONS

17 U.S.C. § 512(f) provides: “Any person who knowingly materially misrepresents under this section— (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, shall be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of the service provider relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.”

12. REPEAT INFRINGERS

Company’s policy is to: (a) remove or disable access to material that Company believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Service; and (b) in appropriate circumstances, to terminate the accounts of and block access to the Service by any user who repeatedly or egregiously infringes others’ copyright or other intellectual property rights. Company will terminate the accounts of users that are determined by Company to be repeat infringers, in our sole discretion. We reserve the right, however, to suspend or terminate accounts of users for any reason in our sole discretion.

13. PROHIBITED CONDUCT ON SERVICE

By using the Service, you agree not to, directly or indirectly:

(a) use the Service for any illegal purpose or in violation of any local, state, national, or international law, including, but not limited to, the current version of the Internet Guidelines of the UAE Telecommunications and Digital Government Regulatory Authority (https://tdra.gov.ae/en/about/tdra-sectors/information-and-digital-government/policy-and-programs-department/internet-guidelines#prohibited-content-categories);

(b) harass, threaten, demean, bully, engage in contumelious behavior, or otherwise harm any other user of the Service;

(c) violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

(d) interfere with security-related features of the Service, including, without limitation, by reverse engineering or otherwise attempting to discover the source code of any portion of the Service;

(e) interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) collecting personal information about another user or third party without consent; or (iii) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;

(f) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, or falsifying your age or date of birth;

(g) employ any device, scheme or artifice to defraud, or otherwise materially mislead Company or any other users of the Service, including by impersonating or assuming any false identity;

(h) engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon Company or any other users of the Service;

engage or attempt to engage in or assist any hack of or attack on the Service;

(j) use the Service to offer additional services, including, but not limited to, surveys, contests, pyramid schemes, chain letters, junk email, spamming, or any duplicative or unsolicited messages (commercial or otherwise);

(k) reveal any personal information about another individual without their consent, including another person's name, address, phone number, electronic mail address, credit card information or any other information that could be used to track, contact or impersonate that person; and/or

(l) attempt to do any of the acts described in this section 13 or assist or permit any person in engaging in any of the acts described in this section 13.

14. MODIFICATIONS TO SERVICE

We reserve the right in our sole and absolute discretion to modify, suspend, or discontinue, temporarily or permanently, the Service (or any features or parts thereof) at any time and without liability as a result. This includes, without limitation, removing anything you have posted or otherwise made available on the Service and suspending or terminating your account.

15. NO PROFESSIONAL ADVICE

All information provided by or on behalf of Company is for informational purposes only and should not be construed as professional, accounting, or legal advice. Before you make any financial, legal, or other decisions involving the Service, you should seek independent professional advice from persons licensed and qualified in the area for which such advice would be appropriate.

16. USER POSTS ON SERVICE

We do not screen communications in advance and are not responsible for screening or monitoring material posted by users on the Service. As a user, you are responsible for your own communications and are responsible for the consequences of their posting. You must not post anything to the Service in contravention of these T&Cs. In particular, your attention is drawn to section 13 hereof (outlining prohibited conduct on the Service).

If notified by a user of communications that allegedly do not conform to any term of these T&Cs, we may investigate the allegation and determine in our sole discretion whether to remove or request the removal of the communication. Notwithstanding the foregoing, we have no liability or responsibility to users of the Service for performance or non-performance of said activities.

Company does not endorse, support, represent or guarantee the truthfulness, accuracy, or reliability of any communications posted by other users of the Service or endorse any opinions expressed by users. You acknowledge that any reliance in any way upon materials posted by other users of the Service will be at your own risk.

17. USERNAMES

Company expressly reserves the right to require you to change your username on the Service for any reason.

18. DELETION OF ACCOUNTS

If you delete your account on the Service, you are hereby advised that all data associated with your account which has been maintained by us will be permanently deleted from the Service one (1) week after you delete your account, unless you first successfully reactivate it. You acknowledge that we are not obligated to hold and retain data held by any third parties, including, without limitation, Third-Party Websites and Third-Party Applications.

19. COMMUNICATIONS

We may send you communications concerning our products and services, as well as those of third parties. You may opt out of promotional communications by following the unsubscribe instructions in said communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy, using the contact information you provide. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

20. CALIFORNIA RESIDENTS

If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

21. GOVERNING LAW; DISPUTE RESOLUTION

These T&Cs and all of our policies, including, without limitation, our Privacy Policy (“Policies”) shall be governed by and construed in accordance with the laws of the State of California without regard to any conflicts of laws provisions, unless California law contradicts the substantive law of your jurisdiction in such a way that you are deprived of a substantive protection that is particular to your jurisdiction within the parameters of the dispute. In this instance, at your election, standard international conflicts of laws jurisprudence shall control. In the event of any dispute arising out of or related to these T&Cs and/or the Policies, or any of the terms herein or in Policies, the Parties hereby agree to resolve all such disputes in binding arbitration in Los Angeles, California (or virtually, at your election) under the auspices of JAMS and its procedural rules then in effect. The Parties knowingly waive all rights to a trial by jury. The Parties hereby submit to the exclusive jurisdiction of the Courts located in the State of California, County of Los Angeles and acknowledge that venue is appropriate in Los Angeles County. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties to said proceeding.

All claims and disputes with the scope of this agreement to arbitrate must be arbitrated on an individual basis and not on a representative or collective class basis. Only individual relief is available, and claims of more than one user, person, or entity cannot be arbitrated or consolidated with those of any other user, person, or entity. Accordingly, under the arbitration procedures outlined herein, an arbitrator shall not combine or consolidate more than one party’s claims without the written consent of all affected parties to an arbitration proceeding. Without limiting the generality of the foregoing, you and Company agree that no dispute shall proceed by way of class arbitration without the written consent of all affected parties. If a decision is issued stating that applicable law precludes enforcement of any part of this provision’s limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought in the state or federal courts located in Los Angeles County in the State of California. All other claims shall be arbitrated.

22. LIMITATION OF LIABILITY

To the fullest extent permitted by law, you agree that in no event will Company be liable to you or any third party for: (a) any lost profit or any indirect, consequential, exemplary, incidental, special, or punitive damages, or for any damages related to loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, or loss of data, and whether caused by strict liability or tort, breach of contract, or otherwise, even if foreseeable and even if Company has been advised of the possibility of such damages, if any of the foregoing arise out of or in connection with these T&Cs or the Service, any products provided by Company, or any Third-Party Websites, Third-Party Materials, or Third-Party Applications; and/or (b) any other claim, demand, or damages whatsoever resulting from or arising out of or in connection with these T&Cs or the delivery, use, or performance of the Service. Access to and use of the Service, any products provided by Company, and any Third-Party Websites, Third-Party Materials, or Third Party-Applications are at your own discretion and risk, and you will be solely responsible for any damage to your computer system, mobile or tablet device or loss of data resulting therefrom. Notwithstanding anything to the contrary herein, in no event shall the maximum aggregate liability of Company arising out of or in any way related to these T&Cs, the access to and use of the Service, or any of Company’s products exceed the greater of: (a) US $100; or (b) the amount received by Company in connection with the Service directly relating to the items that are the subject of the claim. The foregoing limitations will apply even if the above-stated remedy fails of its essential purpose.

23. REMEDIES

In the event of any breach or alleged breach by Company hereunder, your remedies shall be limited to your right to recover damages, if any, at law, and you hereby knowingly waive all injunctive and/or other equitable remedies. For the avoidance of any doubt, in no event shall you have the right to seek or obtain an injunction interfering with or preventing the operation of the Service in any way.

24. SURVIVAL

All sections hereof which by their nature should survive the termination of these T&Cs shall continue in full force and effect subsequent to and notwithstanding any termination of these T&Cs. Termination will not limit any of Company’s other rights or remedies at law, in equity, under these T&Cs, or otherwise.

25. ENTIRE AGREEMENT

These T&Cs are the complete and exclusive agreement between the Parties with respect to the subject matter contemplated by these T&Cs, superseding and replacing all prior or contemporaneous agreements, communications, and understandings, both oral and written, regarding that subject matter. No representations, oral or written, are being relied upon by either Party in executing these T&Cs other than the express representations herein.

26. AMENDMENTS TO T&Cs

We reserve the right to change or modify these T&Cs at any time and in our sole discretion. If we make material changes to these T&Cs, we will use reasonable efforts to provide notice of such changes, such as by providing notice through the Service or updating the “Last updated” date at the beginning of these T&Cs. By continuing to access or use the Service, you confirm your acceptance of the revised T&Cs and all terms incorporated therein by reference effective as of the date these T&Cs are updated. It is your sole responsibility to review the T&Cs from time to time to view such changes and to ensure that you understand the terms and conditions that apply when you access or use the Service.

27. SEVERABILITY

If any provision or part of these T&Cs is held to be illegal, invalid, or unenforceable, then the remainder of the provision and/or T&Cs shall remain enforceable and the validity and enforceability of all other provisions in these T&Cs shall not be affected or impaired.

28. NO INTENDED THIRD-PARTY BENEFICIARY RIGHTS

These T&Cs are intended solely for the benefit of the Parties and are not intended to confer third-party beneficiary rights upon any other person or entity.

29. STATEMENT OF UNDERSTANDING

By accessing and/or using the Service, you hereby acknowledge that you have read these T&Cs and fully understand all of their terms and their import.