Asian American Arts Alliance

Asian American Arts Alliance - Terms of Service

 

Asian American Arts Alliance - Terms of Service

Effective Date: May 20, 2011

The Asian American Arts Alliance, Inc. (the “Alliance”, “We” or “Us”) is an organization that is dedicated to strengthening Asian American artists and arts/cultural groups in New York City through funding, promotion and community building. Our website provides users the opportunity to become a part of the Alliance’s online social network and provides related  content, services and offerings. This website, including all subdomains or related sites owned by Us, collectively with all Content (defined below), technology platforms, services, products or software found on or in such sites (including the Ning Platform (as defined below)), is referred to as the “Website” or the “Site”.  As used in these Terms of Service, the term “Alliance” may include our affiliates, contractors, suppliers, service or technology providers, licensors, partners, designees and agents (collectively, “Partners”) as applicable given the context of the provision.

When using the Website, you will also be subject to the Alliance Privacy Policy and any additional posted guidelines, policies or rules applicable to specific services and features on the Website, which may be posted by Us, or by our Partners, from time to time (collectively, the “Guidelines”).  All of these Guidelines together with these Terms of Service form the Agreement (“Agreement”) all of which are hereby incorporated to the extent applicable to you. By registering with Us or browsing or otherwise using this Website, you acknowledge that you have read, understood, and agree to be bound by this Agreement, and as it may be amended from time to time, and by your continued use of the Website you confirm your agreement.  If you do not agree to this Agreement, you must stop using the Website immediately.

The Website is offered only to users 18 years of age or older.  If you are under 18 years old, please do not use the Website.  Any person who uses this Website or provides their personal information through the Website represents to Us that they are 18 years of age or older. You represent that you are fully able and competent to enter into the terms, conditions, obligations, representations and warranties set forth in the Agreement. 

1.         About the Site; License

The Website contains a range of materials, media, publications, information, data and other content relating to the Alliance and our mission and goals (the “Content”).  Content includes (i) any work of authorship on the Website, including, comments, recommendations, forums, photos, videos, music, sounds, images, text, files, listings, logos, trademarks, postings, messages, tags and other content added to or submitted with any of the foregoing; or (ii) other materials posted on or transmitted through the Website.  Content includes materials developed by Us and by third parties, including user submitted Content.  Content posted by users and other third parties is not reviewed or verified by Us and We are not responsible for the substance or accuracy of such Content.

This Website is for your personal use only.  Alliance grants you a limited, non-exclusive, non-assignable and non-transferable license to use the Website for your personal purposes only, and solely on terms consistent with this Agreement.  Unless you obtain the prior written permission of Alliance, such grant does not include any right to resell or commercially use the Website or any portion thereof.  You are not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, trade secret or other proprietary right of Alliance or any third party.  Except as otherwise expressly provided, you may not collect, modify, copy, distribute, transmit, display, perform, reproduce, use, publish, license, create derivative works from, transfer or sell any Content contained in the Website, or any software, data, products or services obtained from or available as part of or in conjunction with this Website. You may not develop or derive for commercial sale any data in machine-readable or other form that incorporates or uses any part of the Website or its Content. You may not transfer to or store any Content residing or exchanged over the Website in any electronic network for use by more than one user unless you obtain prior written permission from Alliance.

Any unauthorized use of or access to our Website is prohibited and will terminate any permission or license granted herein to use the Website.

2.         Your Content and Licenses to Your Content and Website Data

All Content that you submit, transmit or upload to the Website or is otherwise submitted, transmitted or uploaded through your account (collectively, “Your Content”) must be your own original work or you must have the appropriate permissions or licenses from the owner of the work to submit such Content. Your Content must comply with the terms of this Agreement.

We do not claim any ownership rights in Your Content or any data collected from you on the Website (including registration information, profile data, answers to Website profile questions) (collectively, “Website Data”).  However, you hereby grant the Alliance and our Partners, a nonexclusive, worldwide, royalty-free, paid-up, perpetual, irrevocable and transferable right and license to use, access, store, cache, copy,  publicly perform, publicly display, distribute (through multiple tiers of distributors), adapt, translate, edit, sublicense (through multiple tiers of sublicensees), create derivative works from, promote, and otherwise exploit Your Content and Website Data; in any medium and any manner We choose and for whatever purposes (including commercial purposes), and to use your display name to attribute your postings to you if We so choose.   Without limiting the foregoing, you hereby provide the Alliance and our Partners with permission to collect Website Data from you and general information about your use of the Website. 

You are solely responsible for Your Content and Website Data. You are responsible for making sure that you have all rights in Your Content and Website Data necessary for you to grant the foregoing licenses to Your Content and Website Data.  You understand that whether or not Your Content is published or marked private by you, neither the Alliance nor our Partners guarantee you any confidentiality or privacy with respect to any of Your Content or Website Data, which you expressly agree should be considered made public as soon as it is uploaded.

Additionally, you understand and agree that Your Content and Website Data that are displayed on the Website may continue to appear on the Website, even after you have terminated your account.

You acknowledge that the Alliance and our Partners and their designees reserve the right, but shall have no obligation, to pre-screen, filter, remove, refuse to accept, post, display, or transmit any Content on the Website in whole or in part at any time for any reason or no reason with or without notice and with no liability of any kind.

If your account is removed from the Website, Your Content that you posted to the Website may also be deleted at our discretion or at the discretion of our Partners.  We encourage you to be sure you are comfortable with this possibility before contributing Your Content to the Website. You should be aware that neither We nor our Partners are required to keep back-up copies of Your Content on the Website. Your Content is subject to the terms of our Privacy Policy.  You should independently back-up and archive Your Content.

3.         License Restrictions

Except as expressly permitted under this Agreement, you agree not to, nor will you allow any third party (whether or not for your benefit) to:

  • Run, rent, lease, loan, or, sell access to, the Website.
  • Decompile or reverse engineer or attempt to access the source code of the software underlying the Website except to the extent required by applicable law. 
  • Copy, archive, store, reproduce, rearrange, modify, adapt, download, upload, create derivative works from, display, perform, publish, distribute, redistribute or disseminate any Content on, or a part of, the Website.
  • Access the Website to build a product using similar ideas, features, functions, interface or graphics of the Website.
  • Access (or attempt to access) the Website by any means other than as permitted in this Agreement.
  • Circumvent, disable or otherwise interfere with security related features of the Website or features that prevent or restrict use or copying of any Content or Third Party Content (defined below) or enforce limitations on use of the Website or the Content and Third Party Content therein.
  • Access the Website to upload Your Content to cause a breach of security to the Website or interfere with the proper working of the Website or prevent others from using the Website.
  • Delete the copyright and other proprietary rights notices on the Website.

4.         Trademarks and Legal Notices

Our trademarks, logos, images, service marks, trade names and other distinctive branding features used on the Website (“Alliance Marks”) are the trademarks of the Alliance or our Partners and may not be used without permission. We are not granting you a license under any intellectual property right to the Alliance Marks. Other trademarks, logos, and trade names that may appear on the Website are the property of their respective owners.

5.         Ning Platform

The Website may contain or utilize a technology platform provided and owned by Ning Inc. (collectively with its successors, assigns, and transferees, “Ning”) referred to as the “Ning Platform”.  You hereby agree, that in addition to the Alliance Terms of Service and Privacy Policy, the provisions of the Ning terms of service and privacy policy applicable to you as a user of the Ning Platform (available at http://about.ning.com/legal/tos.php and http://about.ning.com/legal/privacy.php and any other successor or applicable terms of service, including any other Ning policies linked to or incorporated in such terms of service) (collectively, the “Ning Policies”), govern your use of the Ning Platform as integrated into the Website and you agree to be bound by and subject to such policies.  You acknowledge and agree that the Ning Policies are included within the definition of “Agreement” for purposes hereof.

You also agree that Ning may take action (including the removal of your Content and disabling of your account) in order to maintain compliance with the Ning Policies. 

In the event that We transfer our Website to another hosting or delivery platform, you acknowledge and agree that other terms of use or policies may apply to you and you agree to be bound by all such applicable terms and policies.

6.         Third Party Content and Hyperlinks to Third Party Sites

The Website may contain features and functionalities that allow access to third party Content, including websites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. Any such activities, and any terms associated with such activities, are solely between you and the applicable third-party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party, including the use of applications or services and the delivery of and payment for goods and services. Should you have any problems resulting from your use of any third party services, or should you suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, you agree that the Alliance and our Partners will not be responsible.

Additionally, Content from other Website users, third parties, or advertisers, including information about third party products and services and any third party applications (including third party application made available or accessed through the Ning Platform), may be made available to you through the Website (collectively “Third Party Content”). The inclusion of Third Party Content on the Website does not imply our affiliation or endorsement of such Third Party Content. Because We do not control Third Party Content, you agree that We are not responsible for any such Third Party Content, including the accuracy, integrity, quality, legality, usefulness, safety or intellectual property rights of or relating to such Third Party Content, it is the sole responsibility of the person from which such Third Party Content originated, and the Alliance does not have any obligation to monitor such Third Party Content.

Notwithstanding the foregoing, the Alliance or its Partners reserve the right, but shall have no obligation, to pre-screen, filter, remove, refuse to accept, post, display or transmit any Third Party Content (including on the Website) in whole or part at any time for any reason or no reason with or without notice and with no liability of any kind. You are solely responsible (and assume all liability and risk) for determining whether or not such Third Party Content is appropriate or acceptable to you. You understand that by using the Website you may be exposed to Third Party Content that is offensive, indecent or objectionable, and that you use the Website at your own risk.

Additionally, the Alliance or its Partners or designees may provide hyperlinks on the Website, or any other form of link or redirection of your connection to other sites (“Third Party Sites”). These Third Party Sites are in no way integrated into the Website and the inclusion of any link on the Website does not imply the Alliance’s or our Partner’s affiliation or endorsement of the linked site, their business practices (including their privacy policies) or any information therein. The Alliance expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability or reliability of Third Party Sites linked to by or through the Website.  ACCESS AND USE OF THIRD PARTY CONTENT AND THIRD PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD PARTY SITES OR AVAILABLE THROUGH THIRD PARTY SITES, IS SOLELY AT YOUR OWN RISK.

7.         Representations and Warranties.

You represent and warrant to the Alliance and our Partners, that: (a) you will comply with all applicable local, state, national and international laws (including the CAN-SPAM Act of 2003), rules, and regulations in connection with your use of the Website; (b) you have the right to grant to the Alliance the rights granted herein and you own or have all necessary rights, title and interest in and to Your Content; (c) Your Content does not and will not (i) infringe, violate or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral rights, privacy rights, rights of publicity, or any other intellectual property or proprietary right, or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any person; and (d) none of Your Content contains any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, “bots” of any description, or other computer programming routines that may potentially damage or interfere with the Website, or scrape, intercept or expropriate any Content, system data or personal information from the Website.

8.         Acceptable Use and Conduct

You are solely responsible for your conduct and Your Content on the Website.  The use of the Website for unlawful or harmful activities is not allowed. We want to keep the Website safe and fun for everyone and you specifically agree that:

You will not post, e-mail or make available any Content to users or use the Website:

  • in a manner that infringes, violates or misappropriates any third party's intellectual property rights or other proprietary rights or contractual rights (including, without limitation, copyright);
  • in a manner that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  • to engage in spamming, “chain letters,” “pyramid schemes”, advertisement of illegal or controlled products or services, or other advertising or marketing activities that violate this Agreement, any applicable laws, regulations or generally-accepted advertising industry guidelines;
  • in a manner that is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes;
  • in a manner that is libelous or defamatory, or in a way that is otherwise threatening, abusive, violent, harassing, malicious, offensive, defamatory, likely to cause annoyance or needless anxiety, in breach of confidence, or is harmful to any person or entity, or invasive of another's privacy;
  • in a manner that is harmful to minors in any way;
  • in a manner that is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by the Alliance;
  • to impersonate an Alliance employee, or any other person, or falsely state or otherwise misrepresent your affiliation with any person or entity, or to obtain access to the Website without authorization;
  • to interfere or attempt to interfere with the proper working of the Website or prevent others from using the Website, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the Website, or that otherwise negatively affects other persons' ability to use the Website;
  • to use any manual or automated means, including agents, robots, scripts, or spiders, to access or manage any user's account or to monitor or copy any part of the Website or the Content contained therein;
  • to facilitate the unlawful distribution of copyrighted content;
  • in a manner that includes personal or identifying information about another person without that person's explicit consent;
  • in a manner that employs misleading e-mail or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Website or to users; and
  • in a manner that constitutes or contains any form of advertising or solicitation without permission.

Additionally, you agree not to:

  • “Stalk” or otherwise harass anyone;
  • Collect, use or disclose data, including personal information, about other users without their consent or for unlawful purposes or in violation of applicable law or regulations;
  • Request, solicit or otherwise obtain access to usernames, passwords or other authentication credentials from any user of the Website or to proxy authentication credentials for any user of the Website for the purposes of automating logins to the Website;
  • Use any profanity or the description or name of any illegal activity in the user name;
  • Post any Content containing child pornography to the Website. The Alliance  prohibits such posting and will additionally report any suspected instances of child pornography, including reporting any Website Data, to appropriate law enforcement agencies, including the National Center for Missing and Exploited Children;
  • Post any Content that the Alliance determines in its sole discretion depicts or contains rape, extreme violence, murder, bestiality, incest, or other similar content;
  • Post any Content that the Alliance determines in its sole discretion constitutes pornography, contains nudity or obscenity, or is adult in nature.
  • Use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Website - except for Internet search engines (e.g. Google) and non-commercial public archives (e.g. archive.org) that comply with our robots.txt file, or “well-behaved” web services/RSS/Atom clients. We reserve the right to define what We mean by “well-behaved”;
  • Post irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on the Website;
  • Attempt to gain unauthorized access to the Alliance’s computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Website;
  • Use the Website as a generic file hosting service; and
  • Develop, invoke, or utilize any code to disrupt, diminish the quality of, interfere with the performance of, or impair the functionality of the Website.

You agree not to authorize or encourage any third party to use the Website to facilitate any of the foregoing prohibited conduct. You also agree to immediately notify Us in the event of an actual or threatened claim that you have violated any of the covenants and agreements contained in this Agreement.

9.         The Alliance’s Relationship with Users

You acknowledge that either the Alliance or our Partners may terminate your account and remove your Content and other Website Data, as well as disable your access to the Website at any time, for violations of the Agreement without notice and without any liability to you. In addition, you acknowledge and consent to the Alliance contacting you in order to maintain compliance with this Agreement.

10.       Your Account

You need to register and create an account in order to become a member of the Website (“Member”). You are responsible for keeping your account credentials and password secure. You agree to provide the Alliance with current, complete and accurate information as prompted by the registration process and at anytime at which it might change. You agree that the Alliance may, in its sole discretion, decline to create an account for you after receiving and reviewing the information you submit during the registration process.  You agree to promptly update all information to keep your account information current, complete and accurate (such as noting a change to your address or e-mail). You will be solely responsible and liable for any activity that occurs under your account credentials. We reserve the right to log off or deactivate Member accounts that are inactive for an extended period of time.

You may not use anyone else's account at any time, without the permission of the account holder. You should never give out your password to another individual or entity and you are responsible for safeguarding your password. The Alliance will not be liable for any loss that you may incur as a result of someone else using your account credentials or password, either with or without your knowledge. However, you may be held liable for losses incurred by the Alliance or another party due to someone else using your account credentials or password.

11.       Donations - Making Purchases 

If you wish to make a donation to the Alliance or to purchase products or services described on the Website you will be asked by Us or our Partners (or, if you are purchasing the product through a co-branded area of the Website, by the provider of the product or service) to supply certain information applicable to your purchase, including, without limitation, credit card and other information. You understand that any such information will be treated by the Alliance in the manner described in our Privacy Policy. You agree that all information that you provide to the Alliance will be accurate and complete and you agree to pay all charges incurred by you or any users of your account and credit card or other payment mechanism at the price(s) in effect when such charges are incurred.  You will also be responsible for paying any applicable taxes relating to your purchases. Descriptions or images of, or references to, products or services on the Website do not imply our endorsement of such products or services.  We reserve the right, without prior notification, to change such descriptions or references, or to limit the order quantity on any product or service and/or refuse service to you. Verification of information may be required prior to our acceptance of any order. Price and availability of any product or service are subject to change without notice.

12.       Disclaimer of Warranties

YOUR USE OF THE WEBSITE IS AT YOUR SOLE RESPONSIBILITY AND RISK AND THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE ALLIANCE AND ITS PARTNERS EXPRESSLY DISCLAIM (I) ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT, (II) ANY WARRANTY THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVERS THAT MAKE THE WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE ALLIANCEOR OR ITS PARTNERS, OR THROUGH OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

13.       Indemnity

You agree to indemnify, and continue to keep the Alliance and its Partners indemnified, defend, and hold harmless on demand the Alliance and its Partners, and each of their respective officers, directors, agents, shareholders, employees and representatives, from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys' fees) arising out of or relating to: (i) Your Content and your Website Data; (ii) your use of the Website; (iii) your use or misuse of, or connection to, the Website or any services offered by the Website; (iv) your breach or alleged breach of this Agreement; (v) your violation of any rights (including intellectual property rights) of a third party or any violation of applicable law; and (vi) your use or misuse of any user data or Website Data, including, in violation of the Alliance Privacy Policy.

The Alliance or its Partners reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of the Alliance. The Alliance will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

14.       Your Interactions with Other Users

Your interactions with other users and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the other user. As with any web-based interaction, We suggest that you use caution and good judgment. If there is a dispute between you and any third party (including any user), We are under no obligation to become involved.

You hereby release the Alliance and its Partners, and its and their officers, employees, agents and successors from claims, demands and damages of every kind or nature arising out of or related to any disputes with other users.  If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”  If you are not a California resident, you waive any applicable state statutes, or laws under the jurisdiction in which you are located, of a similar effect.

15.       Limitation of Liability

YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, SHALL THE ALLIANCE, OR ITS PARTNERS, BE LIABLE TO YOU FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, COST OF COVER, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF THE ALLIANCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OR THE INABILITY TO USE THE WEBSITE; OR (B) ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR YOUR USE OR THE INABILITY TO USE THE WEBSITE (IN THE AGGREGATE FOR ALL POTENTIAL CLAIMS BY YOU) IN EXCESS OF $100.

THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN THE ALLIANCE AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE WEBSITE OR RECEIVED BY YOU ON ANY THIRD PARTY SITES.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS AGREEMENT APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.

16.       Changes to the Website

The Alliance reserves the right at any time (and from time to time) to modify, suspend, or discontinue providing the Website or any part thereof, including adding new features to any portion of the Website, with or without notice. We will not be liable to you or to any third party for any modification, suspension or discontinuance of any portion of the Website or the Website as a whole.

17.       Amendments

We may amend, modify, change, add or remove portions of this Agreement, at any time without notice to you.  If We do, We will update the "Effective Date" at the top of the Privacy Policy.  By registering with Us or browsing or otherwise using this Website, you acknowledge that you have read, understood, and agree to be bound by this Agreement, including these Terms of Service, as they may be amended from time to time, and by your continued use of the Website you confirm your agreement to any such update to this Agreement.  If you do not agree to this Agreement, you must stop using the Website in its entirety immediately.

18.       Ownership

The Website is owned by the Alliance and portions thereof by our Partners.  All content and graphics on this Site are copyrights of the Alliance and the related logos are trademarks and registered trademarks of the Alliance. Other products and company names mentioned herein may be the trademarks or trade names of their respective owners. All copyrighted and copyrightable materials on this Site, including, without limitation, the Alliance logo, design, text, graphics, pictures, sound files and other files, and the selection and arrangement thereof are ALL RIGHTS RESERVED Copyright ©2011 Asian American Arts Alliance, and/or its licensors.  Except as stated in this Agreement or an incorporated agreement, the Content may not be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of the Alliance or the respective copyright owner.

You may not use, frame, or use framing techniques to enclose, any Alliance trademark, logo, Content or other proprietary information (including the images found at this Site, the content of any text or the layout/design of any web page or form contained on a web page) without our express written consent. Further, you may not use any metatags or any other "hidden text" utilizing an Alliance name, trademark, or product name without our express written consent. 

19.       Term and Termination

The Agreement shall remain in full force and effect unless and until your account is terminated as provided herein. You may terminate your account and end your use of the Website at any time and for no reason by contacting Us as set forth on the Website.

We retain the right (at our sole discretion) for any reason to (i) delete, disable or deactivate your account, block your e-mail or IP address, or otherwise terminate your access to or use of the Website, (ii) remove and discard any Content anywhere on the Website or (iii) shut down the Website, with or without notice, and with no liability of any kind to you.

Upon deactivating your account, you will no longer have a right to access your account or Your Content. We will not have any obligation to assist you in migrating your data or Your Content from the Website and We have no obligation to keep any back-up of any of Your Content or Your Website Data, though We may in our sole discretion. However the following sections shall survive the termination of these Terms of Service, 1-7, 11-16, 18-24.

20.       Governing Law and Venue

This Agreement shall be governed by the laws of the State of New York without regard to conflict of law principles. The provisions of the United Nations Convention on the International Sale of Goods and the Uniform Computer Information Transactions Act, however designated, are excluded and shall not apply to this Agreement or any transactions hereunder.

You agree to submit to the personal and exclusive jurisdiction of the Federal District Court for the Southern District of New York (or in the absence of jurisdiction thereof, the courts of the State of New York located in the Borough of Manhattan) in connection with any action, suit or other proceeding arising out of this Agreement or any action taken or omitted hereunder, and You now waive any claim of forum non-conveniens and any objections as to laying of venue.

21.       Relationship of the Parties

The parties are independent contractors with respect to each other. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer relationship. You agree that We have no special relationship with or fiduciary duty to you. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party.

22.       Intellectual Property Rights of Third Parties; DMCA

We respect the intellectual property rights of others and request that our visitors do the same. It is the Alliance’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”). We may remove any allegedly infringing Content without any liability to you.

Pursuant to Section 512(c) of the Digital Millennium Copyright Act (DMCA), Title 17, United States Code, a copyright owner or its authorized agent may submit a notification for believed copyright infringement based on material that is residing on the Website.

If you think your work has been copied in a manner that constitutes copyright infringement, you may notify Us at:

ATTN: Copyright
Asian American Arts Alliance
20 Jay St., Suite 740, Brooklyn, NY 11201

212-941-9208

a4@aaartsalliance.org

The notification must include ALL of the following:

1. A physical or electronic signature of the copyright owner or the person authorized to act on the owner's behalf;

2. A description of the copyrighted work you claim has been infringed;

3. A description of where the material you claim is infringing is located on this Web Site;

4. Your name, address, telephone number, email address and all other information reasonably sufficient to permit the Alliance’s copyright agent to contact you;

5. 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; and

6. 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 behalf of the owner of an exclusive right that is allegedly infringed.

If you believe that content has been taken down improperly from the Website or that access to material on the Website was improperly disabled, you may send a counter-notification to the Alliance copyright agent identified above.  Such counter-notification must contain the following information:

1. Your physical or electronic signature, or that of an authorized representative;

2. A description of the material that you claim has been improperly removed or to which you believe access has been improperly disabled and the location at which the material appeared before it was removed or access was disabled;

3. A statement by you, made 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;

4. Your name, address and telephone number, and a statement that (i) you consent to the jurisdiction of the federal district court for the judicial district in which such address is located or, if your address is outside of the United States, to any judicial district in which the Alliance may be found, and (ii) you will accept service of process from the claimant who provided the Alliance's designated agent with notification of the alleged infringement in accordance with the DMCA, or an agent of such person.

 

You hereby agree that if Your Content is removed from the Website due to a violation of this Agreement, including in response to any valid DMCA or E-Commerce Directive take-down notice or because such Content contains illegal images, both the Alliance and Ning shall have the right to use and reproduce Your Content in any manner without restriction, including but not limited to in response to any subpoena or other judicial or administrative order, to assist government enforcement agencies or otherwise required by law and to protect the rights, property or safety of the Alliance, Ning, any user or other individual, or the general public.

We will promptly terminate without notice any User's access to the Website where a user is a “repeat infringer” of copyrights. Generally, We will consider a user a repeat infringer if it has received more than two third-party notices of alleged infringement concerning Content posted by that user anywhere on the Ning Platform. We reserve the right to identify and terminate the use of the Website by users under any circumstances We deem appropriate, including after only a single instance of allegedly infringing behavior by any user.

23.       General

The failure to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should try to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect to the extent consistent with the invalidity of the provision.

We may assign or delegate any of our rights and obligations under this Agreement without your consent, including, in connection with any merger (including by operation of law), consolidation, reorganization, or sale of all or substantially all of our related assets or similar transaction. This Agreement shall be binding on the parties' permitted assignees, transferees and successors.

The Agreement constitutes the entire agreement between you and the Alliance and governs your use of the Website, superseding any prior agreements (whether written or oral) between you and the Alliance regarding the subject matter hereof. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth in this Agreement.

The terms “including” and “includes” shall be deemed to be followed by the statement “without limitation” and neither of these terms shall be construed to limit any word or statement it follows to the specific or similar terms or matters immediately following it.

We may provide you with notices, including those regarding changes to these Terms of Service or any of the Agreement, by e-mail, regular mail, or postings on the Website.  Notice will be deemed given twenty-four (24) hours after such e-mail is sent or notice is posted. Notices not pertaining to any amendments to this Agreement or any of the functionality of the Website are deemed given two (2) days following the initial posting. 

If you access the Site from a location outside the U.S., you may be subject to additional requirements from your jurisdiction.  You are responsible for complying with the laws of all jurisdictions applicable to your use of the Site.

Your affirmative act of using any of the Site constitutes your electronic signature to this Agreement and your consent to enter into agreements with Us electronically.  You also agree that We may send to you in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding the Website (collectively, “Notices”).  We can send you electronic Notices (1) to the e-mail address that you provided to Us, or (2) by posting the Notice through the Site.  The delivery of any Notice from Us is effective when sent by Us, regardless of whether you read the Notice when you receive it or whether you actually receive the delivery.  You can withdraw your consent to receive Notices electronically by discontinuing your use of the Site.  You can retrieve an electronic copy and a printable version of this contract by clicking on the “Terms of Service” link on the Site.  All contracts completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing. 

You acknowledge that the provisions of this Agreement are intended to inure to the benefit of our Partners.  If you breach this Agreement, the applicable Partner will be entitled to enforce this Agreement directly against you, whether in the licensor’s name or our name.

24.       Contacting Us

You may contact Us by e-mail at: a4@aaartsalliance.org. We are located at: 20 Jay Street, Suite 740, Brooklyn, NY, 11201.

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