| Payments are non refundable after the initial 30 day period.. The set-up fee will
be charged when the application is received. Member sites which
pay on a monthly basis can cancel at any time with 60 days notice.
Sites will be renewed automatically unless prior notification
of cancellation is received. Prices will not be changed during
the first term of membership.
Member warrants that it is the right to publish the images
and information posted on the member site, and that such images
and information do not infringe on any third party's rights
and are not otherwise unlawful. Member shall defend, indemnify
and hold harmless Artspan LLC and its officers and directors
from and against any and all losses, damages, liabilities
and claims, and all fees, costs and expenses of any kind related
thereto (including, without limitation, reasonable attorneys
fees) arising out of, based upon or resulting from any claim
of any third party alleging infringement of any copyright,
trademark, patent, trade secret, right of privacy, unfair
competition, false advertising, libel, or any other statutory
or common law proprietary or civil right.
Artspan LLC's liability arising under this Agreement or arising
out of mistakes, accidents, omissions, errors, or defects,
or arising out of delays caused by judicial or regulatory
authorities, shall be subject to the limitations set forth
below. In no event shall Artspan LLC be liable to Member or
to any other third party with respect to the subject matter
of this Agreement under any contract, warranty, negligence,
strict liability or other theory for any type of indirect,
consequential, incidental, reliance, special, or punitive
damages, or for any lost profits, lost revenues, or lost savings
of any kind arising out of or relating to this Agreement or
the obligations of Artspan LLC pursuant to this Agreement,
whether or not Artspan LLC or Member was advised of the possibility
of such damages and whether or not such damages were foreseeable.
In no event shall Artspan LLC be liable to Member for any
amount in excess of the aggregate amount Artspan LLC has prior
to such time collected from Member.
No waiver by either party of any conditions or the breach
by the other of any term or covenant contained in this Agreement
whether by conduct or otherwise, in any one or more instances
shall be deemed or construed as a continuing or further waiver
of any other condition, or of the breach of any other term
or covenant set forth in this Agreement. Moreover, the failure
of either party to exercise any right hereunder shall not
bar the later exercise thereof. If any term of this Agreement
is held to be invalid or unenforceable, for any reason, such
invalidity or unenforceability shall not affect any other
term or provision hereof. This Agreement shall be construed,
interpreted, and applied in accordance with and governed by
the laws of the State of New Jersey, without giving effect
to the conflict of law provisions thereof. This Agreement
constitutes the full and complete understanding and agreement
of the parties with respect to the subject matter hereof.
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