Last Updated: April 15, 2024
These Terms of Use, Subscription Agreement, and Terms of Sale ("Terms") apply to and govern your use of the 11Dept website including the selection, coordination, arrangement, and "look and feel" thereof (the "Site") and any products, services, applications, newsletters, and other digital offerings that may be provided by or registered with 11Dept through the Site by you ("Services"). In these Terms, the terms "11Dept", "we" or "us" also refer to 11th Department. By visiting 11Dept's Site or using the Services, you accept these Terms and 11Dept's Privacy Policy, which is incorporated into and a part of these Terms. If you have an account with 11Dept, any related terms that you agree to when you register or sign up for a specific Service are also incorporated into and a part of these Terms. If you do not agree to these Terms and the Privacy Policy, do not use the Site, request, or register for any Service. 11Dept reserves the right to modify or amend these Terms without notice. Your continued use of 11Dept's Site or Services following the posting of changes to these Terms will mean you accept those changes.
1. LICENSE TO USE THE SITE AND SERVICES
11Dept grants you a non-exclusive, non-transferable, limited right to access, use, and display the Site and Services, and the texts, images, articles, photographs, illustrations, audio, graphics, graphs, video clips, and other materials (“Content”) thereon, for your personal informational use only, provided that you comply fully with these Terms. You may not modify, create derivative works from, participate in the transfer or sale of, post on the web, or in any way exploit the Site or Services or any portion thereof for any public or commercial use without the express written permission of 11Dept. You may download one copy of Content from the Site and Services for your personal informational use only, provided that you maintain all copyright, attribution, and other notices contained in such Content, including, without limitation, trademarks and service marks of 11Dept and its affiliates or the copyright holder identified in the individual content's copyright notice. You may not distribute, transmit, reproduce, publish, license, rewrite, create derivative works from, transfer, or sell any Content contained on this Site or Services without the express prior consent of the copyright owner. None of the material contained on the Site or Services may be reverse-engineered, disassembled, decompiled, transcribed, stored in a retrieval system, translated into any language or computer language, retransmitted in any form or by any means, including, without limitation, electronic, mechanical, photo reproduction, recordation or otherwise, without the prior written consent of 11Dept. Any images of artworks on the Site or Services are provided for use only in the context of the Site or Services, and are subject to all of the limitations set forth herein. All rights not expressly granted herein are reserved to 11Dept.
You shall not interfere or attempt to interfere with the operation of the Site or Services in any way through any means, software, routine, or device including, but not limited to, spamming, hacking, or uploading computer viruses, trojan horses, time bombs, spyware, cancelbots, Easter eggs, or the means expressly prohibited by any provision of these Terms. You may not use any robot, spider, other automatic device, or manual process to monitor or copy 11Dept’s Site, Services, or any content contained thereon or for any other purpose without 11Dept’s prior express written permission. You may not take any action that imposes an unreasonable or disproportionately large load on 11Dept’s infrastructure.
2. OWNERSHIP
The Content, Site, and Services are also protected by the United States and international intellectual property laws including, without limitation, copyright, trademark, trade services, moral rights, rights of privacy, and rights of publicity (“Intellectual Property Rights”). 11Dept or its licensors own all Intellectual Property Rights in and to the Content, Site, and Services. You agree to abide by any and all copyright notices, information, or restrictions displayed on the Site and Services.
You acknowledge that you do not acquire any ownership rights by your permitted use of the Site, its Content, or any Services. You are responsible for complying with all applicable laws, rules, and regulations regarding your use of any Content. In the event of any permitted copying, redistribution, or publication of Content from the Site and Services, no changes in or deletion of author attribution, trademark, legend, or copyright notice shall be made. You may obtain more information on the copyrights, trademarks, and service marks of 11Dept and its affiliates and Content owners by viewing the copyright and trademark notices posted on the Site.
3. TERMINATION OR CHANGE TO SITE OR SERVICES
11Dept shall have the right for any reason, in its sole discretion, to terminate, change, suspend, or discontinue, temporarily or permanently, any aspect of the Site or Services, including, but not limited to Content, features, and hours of availability, without further notice to you. 11Dept may also impose limits on certain features and services, or restrict your access to parts or all of the Site or Services with or without further notice or liability. You agree that 11Dept may terminate your use of this Site and Services, cancel your user registration, remove your Communications (as defined below), and/or exercise any other remedy available to it, if 11Dept reasonably believes that you have violated or acted inconsistently with the letter or spirit of these Terms, or violated the rights of 11Dept or any third party, or for any reason, with or without notice to you. You agree that 11Dept will not be held liable to you or any third party as a result thereof.
4. THIRD PARTY CONTENT AND WEBSITES
As further explained below, some of the Content on the Site is contributed by third parties. Such Content does not necessarily represent the views or opinions of 11Dept. 11Dept does not assume any responsibility for third-party Content Communications posted on the Site or Services. 11Dept does not represent or guarantee the truthfulness, accuracy, or reliability of any such Content. ANY RELIANCE UPON CONTENT POSTED ON THE SITE OR SERVICES BY THIRD PARTIES IS AT YOUR OWN RISK.
The Site and some Services may contain links and pointers to third-party sites, resources, and sponsors. Links to and from the Site or Services to third-party sites do not constitute an endorsement by 11Dept or any of its subsidiaries and affiliates of any third party, its site, resources, or content. 11Dept cannot guarantee, represent, or warrant that the content contained in these sites is true, accurate, lawful, and/or inoffensive. 11Dept has no control over these sites or the content within them. 11Dept does not warrant that any third-party site will be free of viruses, or that they will not adversely impact your computer. You should direct any concerns regarding any external link to its site administrator or webmaster.
5. 11Dept'S RIGHTS TO MATERIALS PROVIDED BY USERS
11Dept welcomes your participation on the 11Dept Site and Services. By sending messages to 11Dept, uploading or posting files, images, text, data, content, or other materials on the Site, or by otherwise providing information or communications to 11Dept (individually or collectively "Communications") to or within the Site or Services, you grant to 11Dept a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free license to use (including use for promotional and advertising purposes), copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit, create derivative works, and otherwise exploit such Communications and any ideas or original materials contained in these Communications for any purpose and in all media now known or hereafter developed. This grant includes the right to exploit any and all proprietary rights in such Communications including, without limitation, any and all Intellectual Property Rights in any relevant jurisdiction. You waive all rights you may have to inspect and/or approve any use by 11Dept of any material or idea submitted by you in any Communications or to receive any compensation for such use. You waive all rights to any claim against 11Dept for any alleged or actual infringements or misappropriation of any Intellectual Property Rights in connection with such Communications. You agree and understand that 11Dept is under no obligation to use any Communications submitted by you on the Site or in any way.
You warrant that you own all Intellectual Property Rights in and to any Communications that you submit to 11Dept, or that you have sufficient rights in and to the Communications to grant to 11Dept the above license.
6. NO RESPONSIBILITY FOR USER-TRANSMITTED MATERIAL
You acknowledge that Communications to and from the Site and any Services are not confidential, and your Communications may be read or intercepted by others. You acknowledge that by submitting Communications to 11Dept or the Site or Services, no confidential, fiduciary, contractually implied, or other relationship is created between you and 11Dept, any 11Dept affiliate, or subsidiary other than pursuant to these Terms. 11Dept shall not be responsible for the payment of any money to any party in connection with 11Dept's use of Communications submitted by you to the Site.
Communications submitted by third parties to the Site or Services do not necessarily represent the view or opinions of 11Dept. 11Dept does not assume any responsibility for the consequences of Communications on, or any communications or results arising from the use of the Site or Services. 11Dept does not represent or guarantee the truthfulness, accuracy, or reliability of any Communications posted by users; 11Dept does not endorse any opinions expressed by such users. ANY RELIANCE UPON COMMUNICATIONS POSTED ON THE SITE OR SERVICES IS AT YOUR OWN RISK.
9. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless 11Dept, and all its officers, directors, owners, agents, employees, content providers, affiliates, licensors, and licensees (collectively, the "Indemnified Parties") from and against any and all claims, actions, losses, damages, liabilities, and all fees, costs, and expenses of any kind related thereto (including,without limitation, attorneys' fees and settlement amounts) incurred or suffered by the Indemnified Parties in connection with any claim arising out of, based upon, or resulting from: (i) your use of, or inability to use, the Site or Services, (ii) any negligence, willful misconduct, or any breach of these Terms, including, without limitation, breach of any warranty, covenant, or obligation hereunder by you. You agree to use counsel reasonably satisfactory to the Indemnified Parties to defend each indemnified claim or action. 11Dept reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You shall not in any event consent to the entry of any judgment or settle any claim, action, or other matter, without the prior written consent of 11Dept.
10. DISCLAIMER OF WARRANTIES
11Dept does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through the Content, Site, or Services. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your sole risk. 11Dept reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Site or Services.
THE SITE AND SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, IS PROVIDED ON AN "AS IS" "AS AVAILABLE" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
CERTAIN CONTENT MAY BE CONSIDERED OBJECTIONABLE BY INDIVIDUAL USERS. AND THIS SITE IS INTENDED FOR PEOPLE OVER THE AGE OF 18.
NEITHER 11Dept NOR ITS CONTENT PROVIDERS WARRANT THAT THE FUNCTIONS, FEATURES, OR CONTENT CONTAINED IN THE SITE OR SERVICES WILL BE UNINTERRUPTED, ACCURATE, OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY OTHER SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. If your use of this Site or Services results in the need for servicing or replacing property, material, equipment, or data, 11Dept is not responsible for those costs.
IF YOU ARE DISSATISFIED WITH THE SITE OR ANY SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND/OR SERVICES.
11. LIMITATION OF LIABILITY; EXCLUSION OF DAMAGES
11Dept is not liable for any lost data resulting from the operation of the 11Dept Site, provision of Services, and/or the enforcement of the Terms. 11Dept urges all users to maintain their own back-up versions of any Communications they provide for submission to the Site or Services.
11Dept disclaims any and all liability for the acts, omissions, and conduct of any users, advertisers, and/or sponsors on the Site or Services or otherwise related to your use of the Site and/or Services. 11Dept is not responsible for the products, services, actions, or failure to act of any other third party in connection with or referenced on the Site or Services.
UNDER NO CIRCUMSTANCES SHALL 11Dept, ITS SUBSIDIARIES, AFFILIATES, OR CONTENT PROVIDERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THESE TERMS, THE CONTENT, THE SITE, OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, EVEN IF SUCH ENTITIES OR AN AUTHORIZED REPRESENTATIVE THEREOF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF 11Dept, ITS SUBSIDIARIES, AND AFFILIATES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THESE TERMS, THE SITE, OR ANY SERVICES EXCEED, IN THE AGGREGATE, US$100.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES; SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
12. NON-UNITED STATES RESIDENTS
11Dept makes no representation that materials in the Site or Services, including merchandise offered for sale on the Site and their copyrights, trademarks, patents, and licensing arrangements, are appropriate or available for use in locations outside the United States.
Those who choose to access this Site or Services from other locations outside of the United States do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
13. ADDITIONAL REMEDIES
You agree that monetary damages may not provide a sufficient remedy to 11Dept for your violation of these Terms, and, accordingly, you acknowledge and agree that 11Dept is entitled to immediate injunctive relief for any such violation without the necessity of posting a bond, in addition to any other remedy available to 11Dept under these Terms, at law, or in equity. 11Dept may release user information about you if required by law or subpoena, or if the information is necessary or appropriate to release to address an unlawful or harmful activity. 11Dept is not required to provide any refund to you if you are terminated as a user because you have violated these Terms.
14. SURVIVAL
The provisions titled "Ownership," "Termination or Change to Site or Services," "11Dept's Rights to Materials Provided by Users," "No Responsibility for User Transmitted Material," "Copyright Policy," “User Conduct,” "Indemnification," "Disclaimer of Warranties," "Limitation of Liability, Exclusion of Damages," “Non-United States Residents,” "Additional Remedies," "Survival," and "General Provisions" will survive termination of these Terms, together with all other terms and conditions that by their nature or context are intended to survive termination.
15. GENERAL PROVISIONS
These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law provisions. Any claim, controversy, or dispute between the parties, their agents, employees, officers, directors, or affiliated agents will be resolved by arbitration conducted by a single arbitrator engaged in the practice of law, under the then-current rules of the American Arbitration Association ("AAA"). The arbitrator's award will be final and binding and may be entered in any court having jurisdiction thereof. Each party shall bear its own costs and attorneys’ fees, and shall share equally in the fees and expenses of the arbitrator. The arbitration will occur in New York, NY. Nothing in this Section is intended to be construed to preclude any party from seeking injunctive relief to protect its Intellectual Property Rights. A request by a party to a court for such injunctive relief will not be deemed a waiver of the obligation to mediate.These Terms constitute the entire agreement between you and 11Dept with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. No section of these Terms shall be held to be waived, modified, or deleted except by a written instrument signed by the parties hereto. No waiver by either you or 11Dept of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. Any cause of action you may have with respect to 11Dept must be commenced within one year after the claim or cause of action arises or such claim or cause of action is barred.
The Subscription Agreement and Terms of Sale (hereafter, the "Agreement") governs your use of 11Dept products and services more fully described below ("Products"), and creates a legally binding agreement between you and 11th Department ("we," "us," "our," or "11Dept"). By checking the box marked “I accept the Terms of Use” at the bottom of the registration page, you accept and agree to be bound by this Agreement.
Any changes to this Agreement will be effective upon posting of the revisions to our website. If we change this Agreement, we shall post a revised version of this Agreement here, which shall automatically replace the terms of this Agreement. You are responsible for reviewing our website and any applicable changes. Changes to this Agreement may be posted on our website without notice to you. Your continued use of our products and services following our posting of a revised Agreement will constitute your acceptance of the revised Agreement. If you do not agree with the terms of this Agreement, or any revised version of this Agreement, do not continue to use 11Dept products.
1. DEFINITION OF PRODUCTS AND SERVICES
11Dept offers a variety of products and services. Below is a definition of all products and services available on the 11Dept Site, and which are included in the term "Products." Pricing and other details about a Product are set forth on the product page for the applicable Product on our website; and such pricing and other details are expressly incorporated by reference into the terms of this Agreement.
a. 11Dept SUBSCRIPTION PLANS
The Monthly Subscription Plans are monthly recurring subscriptions for individual users, for which billing recurs every 30 days until canceled by the user. The subscription plans offer upgraded user accounts additional features and benefits when logged onto 11Dept. Subscription Plans exist for Art Professionals, Businesses (galleries, art consultants, and the like), and Nonprofit Arts Organizations (art centers, museums. etc.).
b. ART SALES
Registered members may create an online store to sell their artworks on 11Dept. 11Dept charges a commission to process sales of users registered for free accounts. Paid accounts are not charged a commission.
c. ART COURSES
Registered members can sign up for online courses which may be free or paid. Paid art courses are processed using a credit card of your choosing, or via PayPal. Prices for courses are stated on the details course listing on 11Dept.
2. PRICES AND TERMS
There are two types of payment methods for 11Dept Products:
a. Monthly recurring payments for Subscription Plans renewing on a 30-day basis
b. One-time payments for products and services which do not renew, such as an art sale
All Product and Service prices are listed on each product or service page describing the subscriptions and in the registration page and cart. You agree to pay the price for the Product and or Service indicated in the pricing schedule set forth on these pages. At the time of account creation or purchase, you need to provide accurate information regarding your account, including a valid credit card, and you must certify that you are over 18 years of age and legally able to enter into a valid and binding agreement with 11Dept. Your purchases of any 11Dept product will be billed in the currency of the country listed in your credit card billing address.
2.1 MONTHLY RECURRING PAYMENTS
If you have purchased a subscription with a monthly recurring payment, your credit card used in the registration process will be initially charged upon signup. All monthly subscriptions renew automatically until canceled by the user. You are responsible for keeping your credit card information correct and up to date to avoid interruption of your membership.
Monthly recurring payments for membership will begin to charge the credit card associated with your account upon activation of your account on 11Dept. The subscription will automatically renew every 30 days, and your credit card will be charged at the same day each month unless you cancel the subscription. We are not responsible for bank fees or penalties. If your credit card declines on any renewal date, we reserve the right to automatically terminate your subscription. This Agreement will constitute your copy of your recurring payment authorization to 11Dept. Please print and retain a copy of this Agreement for your records.
2.2 ONE-TIME PAYMENTS
If you have purchased a Product or Service with a one-time payment, such as an artwork in the Stores, you agree to pay the indicated price at the time of purchase. Your credit card used in the purchase process will automatically be charged for these Products and or Services.
2.3 TAXES
You are responsible for paying all applicable sales, use, transfer, value-added, or other taxes and all duties, whether international, national, state, or local, however designated, which result from the purchase of our Products and Services. When 11Dept is required to collect such taxes from you, 11Dept may charge applicable taxes at the time of sale. You agree to pay all charges, including applicable taxes, in accordance with the billing terms in effect at the time the price or charge becomes payable. If an error has been made in the amount of taxes collected by 11Dept with respect to your purchase, we reserve the right to process an additional charge in order to meet our obligations to collect such taxes in the correct amount as required by applicable law.
2.4 MODIFICATION OF PRICING AND BILLING TERMS
We reserve the right at any time to institute new prices, and to change the amount of or the basis for determining any prices or charges with respect to the Products and Services, or charge taxes applicable to the sale of our Products and Services. You agree to pay all charges, including applicable taxes, in accordance with the billing terms in effect at the time the price or charge becomes payable.
We reserve the right to modify the prices and charges at any time. For monthly subscriptions, which are automatically renewed, such changes will become effective with your next billing cycle, following our written notification to you of such changes, unless you cancel your subscription within the allotted time frame. For non-renewable subscriptions, such changes will only apply to new subscription terms.
2.6 NO REFUNDS
Except if otherwise expressly stated, 11Dept will not refund any subscriptions that have been purchased. When you request a service from us, you agree that we may begin to provide the service immediately, and that you will not be entitled to a cancelation period, except if applicable law requires a cooling-off period despite your waiver and even when a service starts right away. You can, however, cancel your subscription as described in the "Termination" section of this Agreement. In cases of art sales, buyers will have seven (7) days upon receipt of art items and or art products to return such items and receive a refund less shipping charges.
2.7 DISPUTE OF CREDIT CARD CHARGES
If you have a disagreement regarding a credit card charge, you may contact the 11Dept customer support team in writing within 60 days of the date of the initial credit card charge. You agree that 11Dept is not liable for any charges or errors not reported within such 60-day time frame; and you expressly waive any right to dispute a charge to your credit card if you have not contacted 11Dept customer support in writing with respect to any disputed charge within such period.
3. TERMINATION
You may terminate any subscription under this Agreement by clicking on the "Cancel" icon located in the My Profile page of the 11Dept Site. The effective date of such termination will be the end of the current billing period indicated on the My Profile page. In the event you initiate a reactivation of any subscription for any auto-renewing Product under this Agreement after a request for termination, the termination shall be null effective as of the date of such reactivation, and this Agreement will continue to be in effect. In the event of the termination of your subscription for any Product, you shall be responsible for payment of all charges through the rest of the subscription term for this Product. You shall not be entitled to any refund as a result of the termination of your subscription to any Product under this Agreement.
We may terminate your right to use and/or access any Product (including, but not limited to, any subscription which you may have for any Product) at any time in our sole discretion, with or without prior notice. We may also suspend your use of the Products by disabling your username and/or password for any reason, including, but not limited to, cases in which we believe you have violated the terms of this Agreement or you are using the information provided through the Products in a manner inconsistent with the spirit of this Agreement or the general Terms of Use of our website (see above). If we terminate your right to use and/or access any Product (including but not limited to any subscription which you may have for any Product), without cause, we agree to refund to you the pro-rata portion of any payments made by you to us for such terminated Products. Any determination of the amount to be returned to you in the event of any such termination shall be made by 11Dept in its reasonable discretion, and shall be conclusive and binding.
4. USE OF PRODUCTS AND SERVICES
In consideration of the payments made by you, and subject to you, observing the obligations under this Agreement, we grant you access to the Products purchased via our website under the following conditions:
1. Unless otherwise agreed upon by us, each Product is limited solely to you, is not transferable, and does not extend to any other person, employer, subsidiary, parent organizations, or any other related or affiliated organizations. You may not assign, sub-license, transfer, change, or otherwise dispose of your rights under this Agreement without the prior written consent of 11Dept.
2. You may not duplicate or distribute information contained within a report provided on the site, without the prior written consent of 11Dept.
3. It shall be the registered member’s sole and exclusive responsibility to secure any necessary permission and/or authorizations to reproduce, display, or distribute the Materials as herein licensed where such rights are held by third parties. The member represents and warrants that it has the right to publish the materials supplied to 11Dept and to grant 11Dept the rights licensed herein, and that such materials do not infringe on any third party’s rights and are not otherwise unlawful. The member grants 11Dept an irrevocable, non-exclusive, worldwide, royalty-free, perpetual license and right to publish, reproduce, distribute, or otherwise use any and all materials, text, information, images, photographs, or other content listed, posted, displayed, or otherwise submitted by the member to 11Dept (collectively, the “materials”) for all purposes, in any format or media now known or hereinafter invented.
4. We shall grant a username and password or IP restriction to you. You are responsible not to disclose the username, password, or IP address to any other person, and to monitor your account for any usage that is not your own. In the event that you cannot recall your username or password, or you become aware that another person is using your username, password, or IP restriction, you must immediately contact the 11Dept customer support team. You agree to cooperate with us to stop further abuse should it occur.
5. We reserve the right to issue replacement usernames and/or passwords at any time.
6. You do not own any information you have purchased or printed from our Product pages or website. You shall use your best efforts to safeguard the intellectual property, confidential information, and proprietary rights of 11Dept.
7. You are responsible for the provision of and payment for the computer equipment and telecommunication services necessary to access the purchased Products. We shall not issue credits or refunds against charges incurred by you in relation to such telecommunication services or those incurred contacting our customer support team. You accept that we have no control over such telecommunication services and that we shall have no liability to you for the acts or omissions of telecommunication service providers, or for faults in or failures of their apparatus.
8. Usage Restrictions
You agree that you will not:
(a) Sell, distribute, license, rent, or otherwise exploit any Product provided, or any element of it, for any commercial purpose
(b) Make any Product, or any element of it, available to other persons
(c) Make any Product, or any element of it, available on, or by, electronic bulletin boards, news groups, websites, blogs, FTP, or any other means of posting or transmitting material on the Internet, an online service, local, or wide area network
(d) Remove or obscure any copyright notice(s) from materials including hard-copy print-outs
(e) Use any Product, or any element of it, to create any derivative work, product or service, or merge any Product with any other product, database, or service
(f) Alter, amend, modify, translate, or change any Product, or any element of it
(g) Undertake any activity which may have a damaging effect on our or any of our third-party licensors' ability to achieve revenue through selling and marketing the Products
(h) Otherwise use any Product, or any element of it, supplied in accordance with this Agreement in a manner that would infringe the copyright or other proprietary rights contained within it
(i) Permit any third party to obtain remote access to any Product, or any element of it, through your computer network
(j) Download or permit any third party to download any digital information to any storage media, including, but not limited to, system servers, USB sticks, hard disks, diskettes, CD-ROMs, and back-up tapes
(k) Disclose the username or password assigned by us to any person, firm, or company
5. DISCLAIMER OF WARRANTY
11Dept, its affiliates, and any third-party providers, as well as their officers, directors, shareholders, employees, and agents, do not guaranty and make no representations or warranties with respect to the accuracy, completeness, timeliness, or availability of the Products or any information contained within the Products. The products are provided “as is.” Neither we nor anyone else makes any warranties of any kind, either expressed or implied, including, but not limited to, warranties of merchantability, quality, accuracy, or fitness for a particular purpose. To the fullest extent permitted by applicable law, all implied warranties, conditions, and other terms of any kind are hereby excluded. No oral or written information or advice given by any representative of us, or by anyone else, shall create any warranties.
6. LIMITATION OF LIABILITY
We shall not be liable to you for any loss or damage whatsoever resulting from omissions or inaccuracies in the Products regardless of how it was caused, including, but not limited to, the omission of any transactions from our databases, reports, and indices. We do not warrant that access to the Products will be free from errors or faults. In the event of a fault, you shall notify the 11Dept customer support team by the contact us form, email, or letter, and we shall use reasonable efforts to correct those faults or errors reported by you.
We shall not be liable for any claim or loss arising from:
(a) Any failure or malfunction resulting wholly, or to any extent, from your negligence, operator error, or any other misuse or abuse of any Product
(b) Any failure by you to take steps recommended by us to resolve a fault in any Product
(c) Any modification of any Product, its merger with any other program, or any maintenance, repair, adjustment, alteration, or enhancement of any Product by any person other than us
(d) Your inability to use any Product due to website downtime
To the fullest extent permitted by applicable law, 11Dept does not accept liability for any loss or damage of any kind incurred as a result of your use of the Products, or relying on any information contained in the Products, including, but not limited to, the making of any purchase, sale, or other investment decision, or the giving of any advice in reliance on, or on the basis of, any Products or conclusions drawn from such Products.
11Dept encourages its customers to consult with art experts and investment professionals before making any buying or selling decisions. Past performance is not an indication of future results.
To the fullest extent permitted by applicable law, our liability in respect to any and all claims and/or actions (whether in contract, in tort (including negligence) or otherwise) arising out of or in connection with this agreement, or any product supplied hereunder, is limited to the amount of charges actually paid by you under this Agreement. No action, regardless of form, arising out of this Agreement, or any Product supplied hereunder, may be brought by you more than one year after you know of the occurrence which gives rise to the cause of such action.
Notwithstanding anything else contained in this agreement, and except where prohibited by applicable law, in no event shall we be liable to you or anyone else for loss of profits, business, revenue, goodwill, anticipated savings, or any indirect, incidental, special, punitive, consequential, or similar loss or damage of any kind or nature, even if we have been advised of the possibility of such losses or damages in advance.
You shall indemnify and hold us harmless against any and all claims, actions, demands, legal proceedings, losses, damages, liabilities, and costs and expenses, including, but not limited to, legal charges, arising from any misuse of any Product under this Agreement, whether or not authorized by you, which are brought against us by third parties, and shall reimburse us for any costs and expenses, including, but not limited to, legal charges, resulting from any claims by us against you.
7. FORCE MAJEURE
Our failure to perform any term or condition of this Agreement as a result of conditions beyond our control including, but not limited to, wars, strikes, floods, governmental restrictions, power failures, and damages or destruction of any network facilities or services, shall not be deemed a breach of this Agreement.
8. GOVERNING LAW
This Agreement, and the rights and liabilities of the parties with respect to this Agreement and the subject matter thereto, shall be governed by and construed according to the laws of the State of Colorado, without reference to the principles of conflicts of laws thereof, and of the United States applicable therein. You consent to the jurisdiction of the courts of the State of Colorado or, if subject matter jurisdiction exists, by the United States federal courts, with venue in the County of Arapahoe (in the case of state court) or in the US District for the District of Colorado (in the case of federal court) to settle any dispute arising out of or relating to this Agreement or its subject matter not settled by the parties.
