Last Updated: August 6, 2020
Deitch.com Terms of Service
These Terms of Service (the “Terms”) constitute a legally binding agreement between Jeffrey Deitch Inc. located at 76 Grand Street, New York, NY 10013, and its parents, subsidiaries, affiliates, licensees, and assigns (collectively, “DEITCH”) and you (“you” or “your”) regarding your use of the Site and the Services (each as defined below) available to users. BY ACCESSING, OR USING THE SITE AND SERVICES, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS AND AGREE TO BE HELD LIABLE FOR ANY NONCOMPLIANCE HEREWITH. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SITE OR ANY OF THE SERVICES AVAILABLE THEREON.
1. Services: Subject to these Terms, users can use DEITCH’s website available at https://deitch.com/ and https://online.deitch.com/ (the “Site”) to access and view information about its galleries, archives, and virtual art galleries and editorial content, and utilize any other services made available to you by DEITCH via the Site (collectively, the “Services”). Users shall at all times utilize the Site and Services in good faith in accordance with these Terms. DEITCH may change, add, remove, suspend or discontinue the Services or any portion thereof, temporarily or permanently, without notice or liability to you.
2. Ownership; License:
a. DEITCH exclusively owns all right, title and intellectual property rights in and to the Site and Services. No title to or ownership of the Site or Services, or any proprietary rights therein or related thereto, are transferred under or by virtue of these Terms. DEITCH reserves all rights in and to the Services not expressly granted to you under these Terms. Further, this Agreement does not authorize you to use any name, trademark or logo of DEITCH. The Services are protected by copyright laws and treaties, as well as Laws (as defined below) related to other forms of intellectual property rights. Conditioned upon your compliance with these Terms, DEITCH grants you a personal, limited, nonexclusive, non-transferable, non-sublicensable, revocable license to access and use the Site and Services during the Term.
b. If you provide any suggestions, requests, recommendations, comments or other feedback (“Feedback”) relating to the Site or Services to DEITCH, you agree that such Feedback is not confidential and will become and remain DEITCH’s property. Such disclosure shall constitute an assignment of all worldwide right, title, and interest of every kind therein to DEITCH, and DEITCH and other authorized entities may freely use the Feedback (for any commercial or non-commercial purpose) without any payment or obligation to you. DEITCH will not be obligated to implement any Feedback or correct any defects, bugs or errors in the Site or Services identified in the Feedback or otherwise.
3. Community Guidelines and Restrictive Uses:
a. DEITCH expects all users to respect DEITCH’s and third parties’ intellectual property. As such, you agree that you may not:
i. use the Site or Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or other rights;
ii. use the Site or Services to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses;
iii. interfere with or disrupt the integrity or performance of the Site or Services or third-party data contained therein;
iv. attempt to gain unauthorized access to the Site or Services or its related systems or networks;
v. copy the Services or any part, feature, function or user interface thereof;
vi. modify, correct, adapt, translate, enhance or otherwise prepare derivative works or improvements of the Site or Services;
vii. access the Site or Services in order to build a competitive product or service, or for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes;
viii. “harvest” or collect information from the Site or Services (including information about other users of the Site or Services or offerings, products or services available on the Site or Services) using an automated software tool or manually on a mass basis;
ix. reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Site or Services or any component thereof, in whole or in part, except as and only to the extent such restriction is permitted by any applicable federal, state, or local laws, codes, rules, regulations, or orders of any governmental authority (“Law”);
x. integrate or link to any open source software or freeware with the Site or Services;
xi. remove any proprietary notices, labels or marks from the Site or Services;
xii. copy, display, reproduce, publish, license, post, transmit, modify, or distribute any information, in whole or in part, from any written guides, training materials, or tutorials provided to you in connection with your use of the Site or Services;
xiii. sell, resell, license, sublicense, distribute, rent, or lease the Services, include the Site or Services in a service bureau or outsourcing offering, or otherwise access or use the Site or Services other than as expressly permitted hereunder; or
xiv. permit third parties to do any of the foregoing.
b. You represent, warrant, and covenant that (i) you are of the legal age of majority in your jurisdiction and/or are an authorized representative of your company with the full power and authority to enter into the Terms; (ii) you will comply at all times with all relevant and applicable Laws; and (iii) to the extent you share with DEITCH any Personal Information (as defined in the Privacy Policy) of any third party for any purpose, you have the authority (including any necessary consents), as required under applicable Law, to provide DEITCH with such Personal Information, and allow DEITCH to use such Personal Information for the purposes for which you shared it.
4. Privacy Policy: All information DEITCH collects through the Services is subject to DEITCH’s Privacy Policy (“Privacy Policy”) available at [https://deitch.com/about/privacy-policy], incorporated herein. By using the Services, you consent to all actions taken by DEITCH with respect to your information in compliance with DEITCH’s Privacy Policy.
5. Term and Termination: Subject to these Terms, these Terms will remain in full force and effect while you use the Site and Services (“Term”). Your participation in the Site and Services is entirely voluntary, and you are free to terminate your use of the Site or Services at any time by following the Site’s instructions. DEITCH may suspend or terminate your access to the Site or Services at any time for any reason, including for any use of the Site or Services in violation of these Terms. You understand that termination may involve deletion of any data associated with your Personal Information, provided that DEITCH may continue to retain certain data in accordance with the Privacy Policy.
6. Indemnity: You agree to indemnify, hold harmless and defend DEITCH, including its licensees and its and their subsidiaries, affiliates, officers, directors, agents, employees, contractors, successors and assigns (collectively, the “DEITCH Parties”), from and against any and all costs, expenses, liabilities, fines, penalties, and damages, including attorneys’ fees, incurred in connection with any and all third party claims arising out of (a) allegations relating to your use of the Site and Services including, without limitation, that such use infringes, misappropriates or otherwise violates a third party’s rights, applicable Law, or these Terms; (b) any breach of representation, warranty, covenant or obligation hereunder; or (c) Feedback or the use thereof.
7. Disclaimer of Warranties: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT DEITCH MAKES NO REPRESENTATION, WARRANTY, OR COVENANT OF ANY KIND WHATSOEVER. USE OF THE SITE AND SERVICES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND SERVICES ARE PROVIDED TO YOU “AS IS,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. DEITCH EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR THOSE ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. DEITCH DOES NOT WARRANT THAT THE SITE OR SERVICES WILL PERFORM ERROR-FREE OR WITHOUT INTERRUPTION; MEET ANY PERFORMANCE OR RELIABILITY STANDARDS; BE FREE FROM BUGS, VIRUSES, HARMFUL CODE, ERRORS, OR OTHER PROGRAM OR SYSTEM LIMITATIONS (OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED); MEET YOUR REQUIREMENTS; ACHIEVE ANY INTENDED RESULTS; OR BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES. DEITCH SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU FOR DOWNTIME OF THE SERVICE, ANY BREACH OF DATA SECURITY, OR ANY PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE RESULTING FROM USE OF THE SITE OR SERVICES, FAILURE OF THE SITE OR SERVICES, OR OTHERWISE RELATING TO THE SITE OR SERVICES.
8. Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DEITCH WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES HOWEVER CAUSED, INCLUDING DAMAGES FOR COMPUTER MALFUNCTION, LOST PROFITS, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, AND/OR THE COST TO OBTAIN SUBSTITUTE SOFTWARE OR SERVICES ARISING IN ANY WAY OUT OF THESE TERMS OR THE USE OF (OR INABILITY TO USE) THE SITE OR SERVICES, WHETHER ARISING UNDER A THEORY OF CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF DEITCH WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL DEITCH’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00). ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE SITE OR SERVICES, ANY TRANSACTIONS OCCURRING THEREON, THESE TERMS, OR ANY ORDER MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. THE ABOVE LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9. Release: TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE DEITCH AND EACH OF THE OTHER DEITCH PARTIES FROM ANY CLAIMS OR DAMAGES OF ANY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, RELATING TO THE DATA COLLECTION, STORAGE, USE, AND SHARING OF YOUR OR ANY THIRD PARTY’S PERSONAL INFORMATION OR ANONYMOUS INFORMATION BY ANY SERVICE PROVIDER. YOU AGREE, UNDERSTAND AND INTEND THAT THIS ASSUMPTION OF RISK AND RELEASE IS BINDING UPON YOU AND YOUR HEIRS, EXECUTORS, AGENTS, ADMINISTRATORS AND ASSIGNS IN PERPETUITY.
10. Governing Law; Venue: These Terms and any dispute or claim arising out of or related hereto, the subject matter, or formation hereof (in each case, including non-contractual disputes or claims) is governed by and shall be construed in accordance with the laws of the State of California, without giving effect to any choice or conflict of law provision or rule. The United Nations Convention on the International Sales of Goods does not apply to these Terms. The parties hereto agree that all actions or proceedings arising in connection with these Terms shall be brought exclusively in the applicable state and federal courts located in Los Angeles County in the State of California. Each party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine, or to object to venue with respect to any proceeding brought in accordance with this Section 11.
11. DMCA: DEITCH respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, provide DEITCH’s Copyright Agent a report in writing to the below address and/or email address with the following information:
a. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
b. A description of the copyrighted work that you claim has been infringed upon;
c. A description of where the material you claim is infringing is located on the Site;
d. Your address, telephone number, and e-mail address;
e. A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
f. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
DEITCH’s Copyright Agent: Viola Angiolini
12. Website Accessibility: DEITCH is committed to making the Site accessible to all people, including individuals with disabilities. We are in the process of making sure our Site complies with best practices and standards as defined by Web Content Accessibility Guidelines (WCAG). If you would like additional assistance or have accessibility concerns, please contact us at info@deitch.com.
13. Children Under the Age of 13: The Site is not intended for children under 13 years of age. No one under age 13 may provide any information to or via the Site. DEITCH does not knowingly collect personal information from children under 13. If you are under 13, do not use or provide any information via the Site or on or through any of its features/register on the Site, use interactive or public comment features of the Site (if any), or provide any Personal Information (as defined in the Privacy Policy) to DEITCH, including your name, address, telephone number, or email address. If DEITCH learns it has collected or received Personal Information from a child under 13 without verification of parental consent, DEITCH will take corrective action as required by the Children’s Online Privacy Protection Act (“COPPA”). If you are a parent or guardian and believe DEITCH might have collected children’s Personal Information in a manner not permitted by COPPA, please contact DEITCH by sending a letter to the following address: 76 Grand Street, New York, NY 10013, or an e-mail to info@deitch.com with “LEGAL: COPPA” in the subject line, and DEITCH will take corrective action required by COPPA. Parents may want to consider commercially available parental control protections to limit what minors can access online and/or monitor their minor children’s online activities. Examples include: www.netnanny.com; www.webwatcher.com and www.sentrypc.com. DEITCH does not endorse these or other services and is not responsible for them.
14. Modifications: DEITCH reserves the right, in its sole discretion, to modify these Terms at any time with or without notice to you, provided that notice may include posting a revised version of these Terms on the Services. Any such modified Terms will be effective immediately upon being made available to you, and your continued use of the Site or Services thereafter constitutes your affirmative acceptance of such modified Terms. Otherwise, the Terms may not be modified, in whole or in part, except by written agreement executed by an authorized signatory of DEITCH. You understand that if you do not agree to any modifications, your sole and exclusive remedy is to discontinue any use of the Site or Services.
15. Miscellaneous: If any part of these Terms is found under the law to be invalid or unenforceable, then such specific part or parts shall be severed and the remainder of the Terms shall continue in full force and effect. Sections 2-4, 7-14 shall survive termination of these Terms. These Terms, Privacy Policy, along with all other referenced attachments and exhibits hereto, constitute the entire agreement between you and DEITCH with respect to your use of the Site and Services, and shall supersede all prior or contemporaneous understandings, whether written or oral, regarding such subject matter. You hereby consent to receiving communications from DEITCH in electronic form and all communications DEITCH provides to you electronically shall satisfy any legal requirement as if they were in writing. All notices, requests, approvals, and other communications required or permitted to be given by you hereunder must be in writing, delivered by personal delivery, nationally recognized overnight courier, by certified or registered mail, return receipt requested or by email to the address set forth in the preamble above or such other address as DEITCH may specify in writing pursuant to this Section. Any remedy of DEITCH set forth in these Terms is in addition to any other remedy afforded to DEITCH under applicable Law or otherwise. DEITCH’s failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. You may not assign or otherwise transfer any of your rights or obligations under these Terms without DEITCH’s prior written consent, and any purported assignment in violation of this Section shall be void ab initio. DEITCH may freely assign or otherwise transfer its rights or obligations hereunder. The Terms shall apply to and be binding upon the approved successors and permitted assigns of the parties hereto. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties, and are not intended to confer any rights or remedies upon any person other than you and DEITCH.
Contact Us: Questions regarding the Site, Services, Privacy Policy, or the Terms should be directed as follows: info@deitch.com; or Jeffrey Deitch Inc., 76 Grand Street, New York, NY 10013.