Terms and Conditions of Use
Last updated: May 18, 2016
These terms and conditions of use (“Terms”) explain how you may use and access the Services (as defined below) through (A) the website located at [www.collectrium.com] and all associated and corresponding web pages and websites (collectively, “Sites”), (B) the incorporated collection management system (the “CMS”) and (c) any other content, applications, features, functionality, services, information or material including, but not limited to, auction or other price comparison information (the “the Auction Price Database”), text, images, video, audio or other multimedia content, software or other information or material offered by us, whether submitted to or on the CMS or Sites (“Content,” and each of the above individually and collectively referred to as the “Services”). Please read these Terms carefully. Your use of the Services constitutes your acceptance of these Terms as they constitute a legally binding agreement between you and us. If you do not accept them you are not authorised to use the Services.
In these Terms references to “Licensor” “we” “us” or “our” means Collectrium, Inc., a company incorporated in New York and having its principal place of business at 6 W 48th St., 6th floor, New York, NY 10036 and references to “you” or “your” are to the person accessing or using the Services or its Content.
In the event that you are entering into the Terms in connection with your employment, you hereby represent to us that you have the authority to and hereby do bind your company and/or employer to the Terms. Any reference to “you” and “your” in the Terms will refer to both you and/or your employer. The Terms shall remain in full force and effect for the duration of your use of the Services and, unless provided herein, does not cover your use of any other services, websites or content made available by any other third party. Please contact firstname.lastname@example.org or +1-212- 796-5887 for support or queries.
1. Limited Licence.
You are granted a non-exclusive, non-transferable, limited license to access and use the Services in accordance with these Terms. We may terminate this license at any time for any reason.
2. Using the Services.
2.1 We may prevent or suspend your access to the Services if you do not comply with any part of these Terms, any terms or policies to which they refer or any applicable law.
2.2 You may not do or permit or authorize the doing of any of the following acts in relation to the Services:
2.2.1 use in any way or encourage others to use the Services in any way that is unlawful or in breach of these Terms.
2.2.2 use in connection with any material which contains computer viruses or spyware or malware of any description or with any material which is designed to adversely affect the operation of any computer hardware or software or any communications network;
2.2.3 use or launch any or otherwise attempt to discover any automated system, including without limitation, “robots,” “crawlers,” “spiders,” or “offline readers”. Use of the Services is permitted only via manually conducted, discrete, individual search and retrieval activities;
2.2.4 use in any manner in which simultaneous access by multiple users is permitted;
2.2.5 copy, sell, rent, lend, lease, license, sub-license or in any other manner transfer or grant any rights to third parties;
2.2.6 translate, edit, reverse-engineer, decompile, disassemble or otherwise attempt to discover any source code or attempt to do so;
2.2.7 copy, compile, assemble, edit or share any Content;
2.2.8 use in any manner that damages, disables, overburdens, or impairs the Sites or Services or interferes with any other party’s use and enjoyment of it;
2.2.9 upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Sites or Services or another person’s computer;
2.2.10 remove, suppress or modify in any way any proprietary markings including any trademark or copyright notice on the Sites or Services;
2.2.11 solicit passwords or personally identifiable information for commercial or unlawful purposes from other users;
2.2.12 the engagement or encouragement of any conduct that may be harmful, threatening, abusive, defamatory, libellous, deceptive, fraudulent, profane, harassing, obscene, violent, offensive; or
2.2.13 the engagement or encouragement of any conduct that negatively affects the Licensor, its affiliates, the Services, our goodwill, name or reputation or discourages any person or entity from using all or any portion, features or functions of the Services or from advertising with us or becoming a supplier to us in connection with the Services.
2.3 You are responsible for:
2.3.1 providing and maintaining all passwords and login information, computer equipment and software and telecommunications connectivity necessary to access the Services and, if you choose to access the Services from locations outside the United States, you are responsible for compliance with local laws and regulations where they are applicable.
2.3.2 taking all reasonable precautions to ensure that data (as defined below) is accurate is free from viruses; and
2.3.3 maintaining procedures to facilitate reconstruction of any lost data.
3. Availability of the Services and accuracy and use of Content.
3.1 While we try to make sure that the Services are accurate, up-to-date and free from bugs, we cannot promise that it will be. Furthermore, we cannot promise that the Services will be fit or suitable for any purpose.
3.2 We may at any time add to, delete from, or in any other way whatever change or modify the Services or suspend or terminate their operation at any time as we see fit.
3.3 While we try to make sure that the Services are available for your use 24 hours a day, 7 days a week, except for planned maintenance and emergency situations, we do not promise that the Services are available at all times nor do we promise the uninterrupted use by you of the Services.
3.4 Content (including the Auction Price Database) is provided for reference purposes only. It does not constitute technical, financial or legal advice or any other type of advice and is not intended, nor should it be used, as a substitute for professional advice. Whilst reasonable efforts are made to ensure that the Content is accurate and up to date, you should obtain independent financial, tax, legal, art or other advice (as appropriate) before relying upon any piece of information for use in any investment or transaction decision or in any other circumstances where loss or damage may result. Any reliance that you may place on the information provided pursuant to the Services is at your own risk.
3.5 The following applies to the Auction Price Database:
3.5.1 We do not warrant that Auction Price Database includes all available market data. We will take reasonable steps to keep this information up-to-date but the auction houses and sales and lots covered by the Auction Price Database are subject to change without notice.
3.5.2 The Auction Price Database relies on the information available to us from the auction houses covered by the Auction Price Database, and we cannot be responsible for any errors in or omissions in such information.
3.5.3 The Auction Price Database lists the price reported by the auction house, with an indicator specifying whether it is the hammer price or the price that includes buyer’s premium. We do not alter the prices published by the auction houses in any way.
3.5.4 We may provide automated value estimates for items in your collection based on the data in the Auction Price Database. Such estimates are not a valuation for insurance or tax purposes. We do not consent to such estimates being shared with any third party. Such estimates do not take into account the condition or provenance of any item, the presence of any latent defects, enhancements, repairs or treatments or any matters affecting its saleability (including but not limited to export or import restrictions or ownership issues).
3.5.5 The provisions of this paragraph are supplemental to the Terms and are not intended to limit them in any way.
4. Subscription and Payment.
4.1 Access to the CMS is only available to subscribers. There is a choice of plans available. Pricing and other terms applicable to each plan can be found on the Site’s pricing page http://www.collectrium.com/pricing/ or in your invoice (the “Pricing Terms”). The Pricing Terms are deemed incorporated into these terms. If you subscribe for the CMS the following applies:
4.1.1 you agree to pay the full amount of the subscription price set out in the Pricing Terms for any purchase made by you or anyone using your account.
4.1.2 you agree to provide accurate and complete registration information and to inform us of any changes to that information.
4.1.3 you represent and warrant that you are over 18 years of age and able to enter into a valid and binding agreement with us.
4.1.4 the number of users allowed to use the account set out in the Pricing Terms.
4.1.5 each user is required to create a unique username and password. You agree that you are responsible for keeping your password and other account details confidential. Multiple user access through a single username is not permitted. You are responsible for preventing such unauthorised use.
4.1.6 If you have purchased a monthly or annual plan online the full subscription price for the plan period will be debited from your debit or credit card at the time of registration. Your subscription will renew automatically, and the subscription price applicable at the time of renewal as set out in the Pricing Terms will be charged to your card, unless cancelled by you prior to the renewal date. If your card is declined, there is a grace period of 29 days before your subscription is cancelled.
4.1.7 If you have purchased an enterprise or custom subscription payment is due as set out in your invoice. If your card is declined, there is a grace period of 29 days before your subscription is cancelled.
4.1.8 All prices are exclusive of sales, use, purchase, turnover tax, transfer, value-added or other taxes and duties as may be applicable in any relevant jurisdiction (international, national, state or local) (“Sales Tax”) (if any) and is to be construed as a reference to that amount plus any Sales Tax in respect of it. If we make an error in the amount of Sales Tax collected we reserve the right to process an additional charge in the amount of the properly chargeable Sales Tax.
4.2 Where we make available fee-based transactions, content and other e-commerce services, including, but not limited to, the ability to purchase goods and services in connection with the Services any supplemental terms which apply shall be deemed incorporated into these Terms.
5. Third Party Products and Services.
5.1 WE ARE NOT RESPONSIBLE AND HAVE NO LIABILITY WHATSOEVER FOR GOODS OR SERVICES YOU OBTAIN THROUGH THIRD PARTY SERVICES OR OTHER WEBSITES, WEB PAGES, APPLICATIONS AND PLATFORMS (EVEN IF ACCESSED WITHIN, THROUGH OR IN CONNECTION WITH THE SERVICES), AND ANY SUCH PURCHASES ARE SUBJECT TO THEIR RESPECTIVE TERMS AND CONDITIONS OF USE. YOU ACKNOWLEDGE AND AGREE THAT PRODUCT/SERVICE SPECIFICATIONS AND OTHER INFORMATION HAVE EITHER BEEN PROVIDED BY THE APPLICABLE THIRD PARTIES OR COLLECTED FROM PUBLICLY AVAILABLE SOURCES AND WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OR RELIABILITY OF ANY SUCH INFORMATION. ACCORDINGLY WE ENCOURAGE YOU TO MAKE WHATEVER INVESTIGATION YOU FEEL NECESSARY OR APPROPRIATE BEFORE PROCEEDING WITH ANY TRANSACTION WITH ANY OF THESE THIRD PARTIES AS SAME IS CONDUCTED AT YOUR SOLE RISK. FURTHER, WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE SECURITY OF ANY INFORMATION (INCLUDING, WITHOUT LIMITATION, CREDIT CARD AND OTHER PERSONAL INFORMATION) YOU MIGHT BE REQUESTED TO GIVE ANY SUCH THIRD PARTY, AND YOU IRREVOCABLY WAIVE ANY CLAIM AGAINST US OR OUR AFFILIATES WITH RESPECT TO ANY SUCH TRANSACTION. WE ARE NOT RESPONSIBLE FOR ASSISTING YOU IN CORRECTING ANY PROBLEM YOU MAY EXPERIENCE WITH GOODS AND SERVICES PURCHASED THROUGH THIRD PARTY SERVICE PROVIDERS, EVEN IF THE GOODS OR SERVICES ARE ACCESSED WITHIN, THROUGH OR IN CONNECTION WITH THE SERVICES. WE CANNOT ENSURE THAT YOU WILL BE SATISFIED WITH ANY PRODUCTS OR SERVICES THAT YOU PURCHASE FROM ANY THIRD-PARTY OPERATIONAL SERVICE PROVIDER AS THOSE ARE OWNED AND OPERATED BY INDEPENDENT ENTITIES. CUSTOMER SERVICE ISSUES RELATED TO GOODS OR SERVICES SHOULD BE DIRECTED TO THE RELEVANT THIRD PARTY OPERATIONAL SERVICE PROVIDER.
Reasonable phone and email support for the CMS is available 24 hours Monday through Friday. Support may be unavailable or available only for reduced hours during US or local public holidays. For assistance with technical issues or customer support inquiries connected to any other Services please send an email to email@example.com.
7. Ownership, use and intellectual property rights.
7.1 The Services, the Content and the Sites and all intellectual property rights contained therein (the “Intellectual Property”) are owned by us, our licensors or both (as applicable). Intellectual property rights means rights such as: copyright, trademarks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world). We and our licensors reserve all of our and their rights in any Intellectual Property in connection with these Terms. This means, for example, that we and they remain owners of them and free to use them as we and they see fit.
7.2 Nothing in these Terms grants you any legal rights in the Intellectual Property other than as necessary to enable you to access the Services. You agree not to adjust to try to circumvent or delete any notices contained on or in the Intellectual Property (including any intellectual property notices) and in particular in any digital rights or other security technology embedded or contained within the Intellectual Property.
7.3 Trademarks: The use of any trademarks within or on the Sites or Services is strictly prohibited unless you have our prior written permission.
7.4 You hereby irrevocably assign to us and our Licensors all right, title and interest, in and to any such suggestions or feedback in relation to the Services and all intellectual property rights therein including, without limitation, all ideas, inventions, works of authorship or other rights inherent in and associated with such suggestions and feedback.
9. Hyperlinks and third party services.
Some of the Services may be dependent on or interoperate with platforms and services owned and operated by third parties (each a “Third Party Service”). Those Third Party Services may require you to register with the Third Party Service and provide certain information. Additionally, the Sites may contain hyperlinks or references to Third Party Services. The Third Party Services may provide us with certain additional information about you, which may include personally identifiable information, including, but not limited to your email address, location, preferences and usage data, all of which is subject to the Terms. Any such hyperlinks or references are provided for your convenience only. We have no control over the Third Party Services and accept no legal responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any Third Party Services does not mean that we endorse the Third Party Services or products. Your use of the Third Party Services may be governed by the terms and conditions of that third party site.
At times, you may choose to communicate with, interact with or obtain Third Party Services from our advertisers, sponsor, or other promotional partners (collectively, “Advertisers”) that are located on or found in connection with your use of the Services or on the Sites. All such communication, interaction and participation is strictly and solely between you and such Advertisers and we shall not be responsible or liable to you in any way, for any reason, due to your interaction with or transactions made pursuant to your communications with any Advertiser.
11. Digital Millennium Copyright Act.
11.1 If you are a copyright owner or an agent thereof and believe that any content on or contained the Services infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Designated Agent (as set forth below) with the following information in writing (see 17 U.S.C. 512(c)(3) for further details):
11.1.1 A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
11.1.2 Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Services are covered by a single notification, a representative list of such works on the Services;
11.1.3 Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material;
11.1.4 Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if applicable, e-mail address;
11.1.5 A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
11.1.6 A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
11.2 Written notification of the claimed infringement must be submitted to the Designated Agent Listed below. You acknowledge and agree that if you fail to comply with all of the requirements of this Article 11, your DCMA notice may not be valid.
ATTN: DMCA Copyright Agent
6 W 48 th Street, 6 th Floor, New York, NY 10036, USA
You shall defend, indemnify, and hold harmless Licensor, its and their affiliates, and each of its and their respective officers, directors, employees, agents, service providers and licensors (each, a “Licensor Party”) against any third party action brought against any Licensor Party, together with all related losses, damages, liability, costs and expenses (including, without limitation, reasonable attorneys’ fees), to the extent that such claim is based upon or arises out of (a) your use of the Services; (b) your noncompliance with or breach of these Terms; (c) unauthorized use of the Services by any person through your account; and/or (d) any information you upload to the Sites or provide in connection with the Services “Collection Information” (including infringement or misappropriation claims). We will notify you promptly upon becoming aware of any such third party claim, provided, however, that failure to provide such notice will not relieve you of your indemnity obligations except to the extent it is materially prejudiced by such failure. You will not settle any such claim or make any admission of liability on behalf of any Licensor Party without our prior written consent.
13. Disclaimers; Limitations of Liability.
13.1 THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THE SERVICES WILL BE AVAILABLE FOR USE, OR THAT ANY PRODUCTS, FEATURES, FUNCTIONS, SERVICES OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED. ALL IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS RELATING TO THE SERVICES, AND ALL CONTENT, PRODUCTS, SERVICES AND USER POSTINGS ARE HEREBY DISCLAIMED. IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, A LICENSOR PARTY SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING IN ANY WAY FROM (A) ANY ERRORS IN OR OMISSIONS FROM THE SERVICES, (B) THE UNAVAILABILITY OR INTERRUPTION TO THE SERVICES OR ANY FEATURES THEREOF, (C) YOUR USE OF ANY EQUIPMENT IN CONNECTION WITH THE ONLINE SERVICES, (D) ANY CONTENT, (E) ANY DELAY OR FAILURE IN PERFORMANCE BEYOND THE REASONABLE CONTROL OF A LICENSOR PARTY, (F) ANY LOSS OF USE OR DATA (G) ANY NEGLIGENCE OF A COVERED PARTY OR ITS EMPLOYEES, CONTRACTORS OR AGENTS IN CONNECTION WITH THE PERFORMANCE OF OUR OBLIGATIONS UNDER THIS AGREEMENT; OR (H) YOUR USE OF THE SITES OR THE SERVICES.
13.2 IN NO EVENT SHALL ANY LICENSOR PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES.
13.3 IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, A LICENSOR PARTY IS DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE THE AGGREGATE LIABILITY OF THE LICENOR PARTIES SHALL IN ALL CASES BE LIMITED TO THE LESSER OF FIFTY DOLLARS ($50) OR THE TOTAL AMOUNTS ACTUALLY PAID BY CUSTOMER FOR THE USE OF THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
13.4 ALL THIRD-PARTY PRODUCTS AND/OR SERVICES ARE PROVIDED BY THIRD PARTIES AND NOT BY US. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS AND/OR SERVICES.
14. Term and Termination.
The Terms shall remain in full force and effect while you use the Services. You and We may terminate your access to and use of the Services immediately, for any reason or no reason, without prior notice or explanation, and without any liability or obligation to you or any third party.
15. Rights of third parties
Except as set forth herein, no one other than a party to these Terms has any right to enforce any of these Terms.
No changes to these Terms are valid or have any effect unless agreed by us in writing. We reserve the right to change these Terms at any time without notice. By continuing to use and access the Services following a change to the Terms you agree to be bound by such changes.
The language of these Terms is English. If we have provided a translation of Terms, the English version will prevail.
These Terms shall be governed by and construed in accordance with the laws of the State of New York. Any dispute, controversy or claim arising out of, relating to, or in connection with this Agreement, or the breach, termination, or validity thereof (“Dispute”), shall be submitted to JAMS, or its successor, for mediation in New York. If the Dispute is not settled by mediation within 60 days from the date when mediation is initiated, then the Dispute shall be submitted to JAMS, or its successor, for final and binding arbitration in accordance with its Comprehensive Arbitration Rules and Procedures or, if the Dispute involves a non-U.S. party, the JAMS International Arbitration Rules. The seat of the arbitration shall be New York and the arbitration shall be conducted by one arbitrator, who shall be appointed within 30 days after the initiation of the arbitration. The language used in the arbitral proceedings will be English. The arbitrator shall order the production of documents only upon a showing that such documents are relevant and material to the outcome of the Dispute. The arbitration shall be confidential, except to the extent necessary to enforce a judgment or where disclosure is required by law. The arbitration award shall be final and binding on all parties involved. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. This arbitration and any proceedings conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code and by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards of June 10, 1958.