GENERAL TERMS & CONDITIONS OF MUTUALART.COM MUSEUM PROGRAM

1. Term & Termination: the term of this Letter Agreement is one year. This Letter Agreement will be automatically renewed for a similar period (one year) upon the last day of each term (the “Renewal Day”), unless the Company will provide the Museum with a no-renewal notice in writing 90 days prior to a Renewal Day Either party may terminate this Letter Agreement for cause at any time if, after thirty (30) days prior written notice, the other party fails to correct any material breach of this Letter Agreement. Either party may terminate this Letter Agreement for convenience on the expiry date the last discounted Service membership awarded to one of the registered members of the Museum by issuing at least ninety (90) days prior written notice thereof to the other party.
2. Confidentiality: Museum agrees not to disclose Company’s Confidential Information without the Company’s prior written consent. "Company Confidential Information" includes without limitation: (a) all Company’s software, technology, programming, specifications, materials, guidelines, users details, Service traffic as well as any documentation relating to the Service; (b) any other information designated in writing by the Company as "Confidential" or an equivalent designation. Company Confidential Information does not include information that has become publicly known through no breach by the Museum or the Company, or information that has been (i) independently developed without access to Company’s Confidential Information, as evidenced in writing; (ii) rightfully received by Museum from a third party; or (iii) required to be disclosed by law or by a governmental authority.
3. Publicity: Museum agrees that the Company may, subject to a prior approval by the Museum, use its name and logo in presentations, marketing materials, customer lists, financial reports, Platform listings and Referral Pages. Participant may use the Company’s and/or the Platform trade names, trademarks, service marks, logos, domain names, and other distinctive brand features ("Brand Features"), so long as such use is in compliance with this Letter Agreement and in compliance with the Company’s then current Brand Feature use guidelines, and any content contained or referenced therein, which guidelines may be received upon request.
4. Representations and Warranties: Museum represents and warrants that (a) all of the information provided by the Museum to the Company is correct and current; (b) the Museum is the owner of the information or is legally authorized to act on behalf of the owner of such information for the purposes of this Letter Agreement and the Service; (c) Museum has necessary right, power, and authority to enter into this Letter Agreement and to perform the acts required of it hereunder; and (d) Museum has complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations in Museum’s performance of any acts hereunder. Museum further represents and warrants that all of the information and data provided by the Museum to the Company (i) complies with all applicable laws, statutes, ordinances, and regulations; (ii) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) are not pornographic, hate-related or otherwise violent in content.
5. Indemnification: Museum agrees to indemnify, defend and hold the Company, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Museum’s use of the Service, the Service’s and or the Company’s use of the information and/or data provided by the Museum, and/or Museum’s breach of any term of this Letter Agreement.
6. Company’s Rights: Museum acknowledges that the Company owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Service, and that the Museum will not acquire any right, title, or interest in or to the Service except as expressly set forth in this Letter Agreement. Museum shall not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any of the Service services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Service or proprietary information related thereto. Museum will not remove, obscure, or alter Company's copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any of the Company’s services, software, or documentation. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.
7. Non Exclusive Rights & Exclusivity: Museum agrees that it will not (directly or indirectly) whether for any type of remuneration (in cash or in kind) or not, provide any other person or entity which may be in direct or indirect competition with the Company and/or the Service, or to any other person or entity which is or intends to offer similar services to the services provided by the Company and/or the Service the content and/or the information provided by the Museum to the Company to be included on the Service, for the term of this Letter Agreement and six (6) months following its termination. The Company however may engage, contract and agree on similar arrangement as provided by this Letter Agreement with any other entity and/or person for the providence of information and/or content.
8. Information Rights. The Company may retain and use, all information provided by the Museum, including but not limited to demographics, web behavior, browsing history, contact and billing information and any other information that may be generated by registered users of the Service, the Museum or any of Museum registered members. The Company may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. The Company disclaims all responsibility, and will not be liable towards the Museum or any of its registered members. However, for any disclosure of that information by any such third party, the Company may share non-personally-identifiable information about the Museum or its registered members. In addition, Museum grants the Company the right to access, index and cache the Museum’s website(s) or any portion thereof, including by automated means including Web spiders or crawlers.
9. Submitted Content & Information: The Company does not claim ownership of content and/or information the Museum submits or makes available for inclusion on the Service. However, with respect to content and/or information submitted or made available for inclusion on the Service, of any type, be it text, photos, graphics, audio or video, or any other, Museum grants the Company with the following worldwide, royalty-free license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such content on the Service.
10. Miscellaneous: This Letter Agreement shall be governed by the laws of the State of New York, except for its conflicts of laws principles. This Letter Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any modifications to this Letter Agreement must be made in a writing executed by both parties. The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Letter Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Letter Agreement will remain in full force and effect. Museum may not resell, assign, or transfer any of Your rights hereunder. Any such attempt may result in termination of this Letter Agreement, without liability to the Company. Notwithstanding the foregoing, the Company may assign this Letter Agreement to any affiliate or related entity at any time without notice. The relationship between the Company and the Museum is not one of a legal partnership relationship, but is one of independent contractors.