Terms and Conditions of Use

SAM FRANCIS FOUNDATION TERMS OF USE AND PRIVACY POLICY

            These Terms and Conditions  govern the use of information and images, including but not limited to text, photographs, works of art, video clips, and other materials (the “Content”) in conjunction or affiliated with the Sam Francis Foundation’s (the "Foundation") digital publication: Sam Francis: Online Catalogue Raisonné Project (the “Site”).’’

            Please read the Terms of Use carefully before you start to use the Site. By using the Site [or by clicking to accept or agree to the Terms of Use when this option is made available to you], you accept and agree to be bound and abide by these Terms of Use. If you do not want to agree to these Terms of Use, you must not access or use the Site.

1. Only Authorized Users May Access the Site

            Authorized Users are persons who use this Site and have therefore agreed to use the Site in accordance with the Terms and Conditions of Use. The Foundation reserves the right to restrict, deny, or revoke access to the Site at any time. Authorized Users may not sublicense or authorize access to the Site to anyone by sharing passwords or by other means. Failure to comply with the Terms and Conditions of Use shall be characterized as “Unauthorized Use.” Authorized Users shall promptly notify the Foundation of any known or suspected Unauthorized Use(s) of such an account, or any known or suspected breach of security.

2. Copyright Notice

             The Content on the Site is protected by copyright. The Foundation retains all intellectual property rights, including copyrights, in and to works of art and text by Sam Francis depicted on this Site. Copyrights and other proprietary rights in the Content may be held by the Foundation in addition to individuals and organizations other than the Foundation. Authorized Users agree not to modify, obscure, or remove any copyright notices or other attribution included in the Site and not to authorize others to do so. These copyright notices include the copyright symbol (“©”), which may appear on such Content located on the Site. Authorized Users further agree to comply with applicable copyright laws, regardless of jurisdiction. 

3. Trademark

            The Content on the Site is protected by trademark. The Foundation retains all intellectual property rights, including trademarks, in and to “SAM FRANCIS” and all related names, logos and designs (“Marks”). Trademarks and other proprietary rights in the Content may be held by the Foundation in addition to individuals and organizations other than the Foundation. Authorized Users agree not to modify, obscure, or remove any trademark notices or other attribution included in the Site and not to authorize others to do so. These trademark notices include the copyright symbol (“®”), which may appear on such Content located on the Site. Authorized Users further agree to comply with applicable copyright laws, regardless of jurisdiction. You must not use such Marks without the prior written permission of the Foundation. All other names, logos, product and service names, designs and slogans on this Site are the trademarks of their respective owners.

4. Non-commercial Uses Only

            The Site and its Content may only be used by Authorized Users and is made available for limited non-commercial, educational, and personal use only. Commercial use of the Site and its Content are strictly prohibited. Examples of prohibited uses include but are not limited to any commercial use of the Site and its Content; making Content available to individuals and entities for commercial use; reproducing Content in a publication; posting or sharing Content on an unrestricted website or in a publication made available on the Internet without access restrictions. Unauthorized commercial publication, exploitation or distribution in any manner of the Site, or the Content is prohibited.  

            Any such uses of the Content requires the advance written permission of the Foundation or its representatives, Artists Rights Society (“ARS”) indicated below. Permission for such use is provided for on a case-by-case basis at the sole discretion of the Foundation. The uses described above are monitored and protected by ARS throughout the world.  To request permission for reproduction throughout the please contact the ARS (www.arsny.com), 65 Bleecker Street, 12th Floor, NY, NY 10012, Telephone: (212) 420-9160.

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

(1)  In any way that violates any applicable federal, state, local or international law or regulation;

(2)  To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Site, or which, as determined by us, may harm the Foundation or users of the Site or expose them to liability;

(3)  To use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party's use of the Site, including their ability to engage in real time activities through the Site;

(4)  To use any robot, spider or other automatic device, process or means to access the Site for any purpose, including monitoring or copying any of the material on the Site.

(5)  To use any manual process to monitor or copy any of the material on the Site or for any other unauthorized purpose without our prior written consent;

(6)  To use any device, software or routine that interferes with the proper working of the Site;

(7)  To introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;

(8)  To attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer or database connected to the Site.

(9)  To attack the Site via a denial-of-service attack or a distributed denial-of-service attack; or

(10) To otherwise attempt to interfere with the proper working of the Site.

5. Privacy Policy

            The Foundation is committed to protecting the privacy of the Site’s visitors and guests are asked to register in order to gain access to certain features of the Site. Personally identifying information provided by Authorized Users (such as names, email addresses, passwords) is kept securely stored. We follow accepted industry standards to protect the information submitted to us, both during and after transmission. Information provided is never sold, rented, or shared with third parties. The Foundation reserves the right to revise this Privacy Policy at anytime. Authorized Users are encouraged to periodically review the complete Terms and Conditions of Use and its Privacy Policy to remain apprised of any changes. We are in compliance with the General Data Protection Regulations (GDPR).

             The Privacy Policy is incorporated by reference and made part of these Terms of Use. Thus, by agreeing to these Terms of Use, you agree that your presence on the Site is governed by the Privacy Policy in effect at the time of your use.

6. Liability

             The Site and its content are provided on an “as is” basis. The Foundation disclaims any liability and makes no warranties of any kind, either express or implied, with respect to any errors or omissions in the Site and/or its content. The Foundation reserves the right to change and alter the Site and its content at any time without notification. Artwork appearance on the Site is not to be used as a certification of authenticity, confirmation of title, or provenance. The Foundation is involved in ongoing evaluation of works attributed to Sam Francis, does not render opinions concerning authenticity, and provides information for educational purposes only.

            Neither the Foundation, nor any of its representatives, directors, officers, employees, agents or representatives, or others acting for any of them, or their successors, warrants or represents the authenticity of the work or the capacity of any party to convey title thereto. By using the Site you warrant that you will not make use of the Site or the content for any illegal or improper purpose. You agree to defend, indemnify and hold harmless the Foundation, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, 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 your violation of these terms of use or your use of the Site, including, but not limited to, any use of the Site's content, services and products other than as expressly authorized in these terms of use or your use of any information obtained from the Site.

            Neither the Foundation nor any person associated with the Foundation makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy or availability of the Site. Without limiting the foregoing, neither the company nor anyone associated with the company represents or warrants that the Site, its content or any services or items obtained through the Site will be accurate, reliable, error-free or uninterrupted, that defects will be corrected, that our Site or the server that makes it available are free of viruses or other harmful components or that the Site or any services or items obtained through the Site will otherwise meet your needs or expectations.

            The Foundation hereby disclaims all warranties of any kind, whether express or implied, statutory or otherwise, including but not limited to any warranties of merchantability, non-infringement and fitness for particular purpose. The foregoing does not affect any warranties which cannot be excluded or limited under applicable law. In no event will the Foundation, its affiliates or their licensors, service providers, employees, agents, officers or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the Site, any websites linked to it, any content on the Site or such other websites or any services or items obtained through the Site 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, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable. The foregoing does not affect any liability which cannot be excluded or limited under applicable law.

7. Terms and Conditions are Subject to Change

             The Foundation may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Site thereafter. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Site. Your continued use of the Site following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page [from time to time/frequently/each time you access this Site] so you are aware of any changes, as they are binding on you.

8. Governing Law and Jurisdiction

             All matters relating to the use of the Site, Term of Use,  or the Content and any dispute or claim arising therefrom or related thereto will be governed by the laws of California without regard to its conflict of laws provisions. Venue and jurisdiction for any dispute relating to the Site shall be vested in the federal and state courts located in California. Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Site shall be instituted exclusively in the federal courts of the United States or the courts of the State of California [in each case located in the County of Los Angeles [although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country]. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

9. Limitation on Time to File Claims

             Any cause of action or claim you may have arising out of or relating to these terms of use or the Site must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

10. Waiver and Severability

             No waiver of by the Foundation of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Foundation to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Effective as of April 18, 2018