Terms and conditions | UPWARD gallery - Discover the world of modern artists and show your creative

Updated May 26, 2022

These Terms and Conditions (the “Terms”) describe your rights and responsibilities while using UPWARD gallery’s website (the “Service”), owned and operated by UPWARD gallery (“UPWARD gallery”, “we”, “our” or “us”).

Please read the Terms carefully and you must agree to all, as well as UPWARD gallery’s Privacy Policy (the “Privacy Policy”), prior to use of the Service. The Service is only available for those who have entered the age of majority in jurisdiction of residence and are fully able and competent to enter into, abide by and comply with the Terms.

1. Your UPWARD gallery Account. If you create an account on the Service (your “Account”), you are responsible for maintaining the security of your Account and its Content (as defined below), and you are fully responsible for all activities that occur under your Account and any other actions taken on the Service. You must not describe or assign Content to your Account in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and UPWARD gallery may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause UPWARD gallery liability. You must immediately notify UPWARD gallery of any unauthorized uses of your Account or any other breaches of security. UPWARD gallery will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.

2. Fees. If you purchase any fee-based Service, you agree that our third party payment gateways, such as Stripe and Paypal, may store your credit or charge card or other payment information. You expressly agree that we are authorized to charge you a fee for the Service you may purchase and any applicable taxes in connection with your use of the Service to the credit or charge card you provide. You take full responsibility for all taxes and fees of any nature associated with the Service, including any sales tax related to any purchase of services under the Terms. When purchasing services under the Terms, it is your responsibility to determine whether or not sales taxes apply to a transaction and to collect, report and remit the correct amounts to the appropriate authority.

3. Your Responsibilities. If you operate an Account, post content, links, or otherwise make (or allow any third party to make) content available by means of the Service (such as posts, “Content”), you are entirely responsible for all, and any harm resulting from these actions. That is the case regardless of whether the Content in question constitutes text or graphics. By making Content available, you represent and warrant that:

the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
the Content does not contain or install any viruses or other harmful or destructive content;
the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
the Content is not obscene, libelous or defamatory, hateful or racially or ethnically objectionable, and does not violate the privacy or publicity rights of any third party;
your Account is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods;
your Account is not named in a manner that misleads your readers into thinking that you are another person or company. For example, your Account’s URL or name is not the name of a person other than yourself or company other than your own; and
you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by UPWARD gallery or otherwise.

By uploading Content or otherwise providing Content to UPWARD gallery, you grant UPWARD gallery the right to use (including the right to host, index, cache and format) and display your Content in connection with providing the Service as well as otherwise on the Site (subject to the requirements set out in the Privacy Policy). To the extent we use your Content in our marketing communications, unless specified otherwise, we will always cite you as the owner of such Content. This paragraph will survive the termination or expiry of the Terms.
UPWARD gallery reserves the right to refuse or remove any Content, terminate or deny access to any user of the Service without notice.

All uploaded Content is copyrighted by their respective owners.
If you delete Content, UPWARD gallery will use reasonable efforts to remove it from the Service, but you acknowledge that caching or references to the Content may not be made immediately unavailable.

4. Rules. Use of any of the Services is subject to the following rules. You agree that, in addition to abiding by our Community Guidelines, you will not do any of the following:

Use, support or develop bots, scrapers, software, scripts, crawlers, browser plugins, robots or other automated methods including human-powered automation through like farming or any other crowd-sourced methods to access, scrape, or copy the Services, or to add or download data, or send or redirect information or messages;

Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology that we have not made open source;
Rent, lease, loan, trade, sell or otherwise monetize the Services or related data or access to the same, without our express written consent;
Monitor the Services’ availability, performance or functionality for any competitive purpose;
Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services;
Post anything that contains software viruses, worms, or any other harmful code;
Overlay or otherwise modify the Services or their appearance (such as by inserting elements into the Services or removing, covering, or obscuring an advertisement included on the Services);
Interfere with the operation of, or place an unreasonable load on, the Services (e.g., spam, denial of service attack, viruses, gaming algorithms);
Override any security feature or bypass or circumvent any access controls or limits of the Services;
Create a false identity, misrepresent your identity, create a profile for anyone other than yourself, or use or attempt to use another’s account; or
Violate our intellectual property rights or the intellectual property rights of others.

5. Third Party Websites and Content. We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which UPWARD gallery links. UPWARD gallery does not have any control over those non-UPWARD gallery websites and webpages, and is not responsible for their contents or their use. By linking to a non-UPWARD gallery website or webpage, UPWARD gallery does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses and other harmful or destructive content. UPWARD gallery disclaims any responsibility for any harm resulting from your use of non-UPWARD gallery websites and webpages.

6. Intellectual Property. All material available on the Service and all material and services provided by or through UPWARD gallery, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to, all informational text, design of and “look and feel”, layout, photographs, graphics, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the “Materials”), are owned by us or our licensors or service providers, and are protected by copyright, trademark, trade secret and other intellectual property laws.

If UPWARD gallery, in its sole discretion and without notice, considers that there is an immediate security or operational risk to the Service, any of its, your or a third party system, then UPWARD gallery may immediately suspend access to or use of the Service. The suspension of use and access is not a breach of the Terms. You acknowledge that the preservation of security, confidentiality and data is paramount. UPWARD gallery has no liability to you for suspending the Service under this provision.

This section does not apply to Content; however you agree that any ideas, suggestions, concepts, processes or techniques which you provide to UPWARD gallery related to the Service or UPWARD gallery or its business (“Feedback”) are and will be UPWARD gallery’s exclusive property without any compensation or other consideration payable to you by UPWARD gallery, and you do so of your own free will and volition. UPWARD gallery may or may not, in its sole discretion, use or incorporate the Feedback in whatever form or derivative UPWARD gallery may decide into the Service or its business or other products. You hereby assign all rights on a worldwide basis in perpetuity to UPWARD gallery in any Feedback and, as applicable, waive any moral rights.

For the purposes of the Terms and the Privacy Policy, “personal information” is any information about an identifiable individual, as defined in our Privacy Policy.

UPWARD gallery retains the right to use or share any Aggregated Data generated by anyone using the Service, including our users, for the purpose of enhancing and providing the Service. “Aggregated Data” means data does not contain personal information and which has been manipulated or combined to provide generalized, anonymous information. Where you choose to utilize or connect certain services from third parties with the Service, you agree that UPWARD gallery may share your lead data with such designated third parties. You are still responsible for any and all personal information that is part of any Content.

7. Changes. UPWARD gallery reserves the right, at its sole discretion, to modify or replace any part of the Terms. It is your responsibility to check the Terms periodically for changes. Your continued use of or access to the Service following the posting of any changes to the Terms constitutes acceptance of those changes. UPWARD gallery may also, in the future, offer new services and/or features through the Service (including, the release of new tools and resources). Such new features and/or services shall be subject to the Terms.

8. Termination. UPWARD gallery may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate the Terms or your Account (if you have one), you may simply discontinue using the Service. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

9. Disclaimer of Warranties. Your use of the Service and all Content forming part of or related to the Service, including any Content you upload or submit and any third party software and Content, are at your sole responsibility and risk. The Service is provided on an “as is” and “as available” basis. UPWARD gallery expressly disclaims all representations, warranties, or conditions of any kind with respect to the Service, whether express or implied, including, but not limited to, any implied warranties or conditions of merchantability, fitness for a particular purpose, accuracy, completeness, performance, system integration, quiet enjoyment, title, and non-infringement.

Those who access or use the Service do so at their own volition and are responsible for compliance with local law. We handle complaints of copyright infringement in accordance with our Copyright Policy.

10. Limitation of Liability. You agree that, under no legal theory, including, but not limited to negligence, breach of warranty or condition, breach of contract or tort, will UPWARD gallery or its owners, officers, directors, affiliates, contractors, employees or agents, be liable to you or any third party acting on your behalf for any indirect, incidental, special, consequential, punitive, or exemplary damages or damages for loss of profits, goodwill, use, data, or other intangible losses or the cost of any substitute equipment, facilities or services (even if UPWARD gallery has been advised of the possibility of such damages), arising from or relating to the Terms or your use of or your inability to use the Service, or for any damages arising from or related to the Terms. UPWARD gallery’s total aggregate liability from any and all claims under the Terms is limited to the total amounts you paid to UPWARD gallery in the one (1) year immediately preceding the occurrence of loss or damage. To the extent any province, state or jurisdiction does not allow the exclusion or the limitation of liability for consequential or incidental damages, UPWARD gallery’s liability in such province, state or jurisdiction will be limited to the furthest extent permitted by law. Notwithstanding the foregoing or anything else herein to the contrary, UPWARD gallery will not be liable to you or any third party acting on your behalf in any way with respect to a trial program or your provision of an individual’s personal information to UPWARD gallery or through the Service. You further agree that the foregoing limitations will apply with respect to third party liability of any kind.
The foregoing limitations will also apply with respect to any damages incurred by reason of any content or services provided on any third party sites or otherwise provided by any third parties other than UPWARD gallery and received by you through or advertised on the Service or on any third party sites. You also agree that UPWARD gallery will not be responsible or liable for any loss or damage of any kind incurred as the result of any interactions or dealings with advertisers or as the result of the presence of such advertisers on the Service.
With respect to any dispute arising out of or related to the Service and/or the Terms: (i) you hereby expressly give up your right to have a trial by jury; and (ii) you hereby expressly give up your right to participate as a member of a class of claimants, in any lawsuit including but not limited to class action lawsuits involving any such dispute.
You agree that you will not bring a claim under or related to the Terms more than one (1) year from when your claim first arose.

11. General Representation and Warranty. You represent and warrant that (i) your use of the Service will be in strict accordance with the Terms, the Privacy Policy and all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the country in which you reside) and (ii) your use of the Service will not infringe or misappropriate the intellectual property rights of any third party.

12. Indemnification. You agree to indemnify, defend, and hold harmless UPWARD gallery, and its subsidiaries, affiliates, co-branders, all third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives (together, the “Indemnified Parties”), from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys’ fees) (collectively and individually, “Claims”) incurred by or made against the Indemnified Parties in connection with any Claims arising out of or relating to the Terms, the Service, including but without limitation in relation to: (a) your use, non-use or misuse of, or connection to the Service and any Content; (b) your violation or alleged violation of the Terms; and (c) your violation of any rights, including intellectual property rights, of a third party and otherwise as set out herein. UPWARD gallery reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify UPWARD gallery and you agree to cooperate with UPWARD gallery’s defense of these Claims. You agree not to settle any matter without the prior written consent of UPWARD gallery. UPWARD gallery will use reasonable efforts to notify you of any such Claims upon becoming aware of it.

13. Miscellaneous. If any portion of the Terms is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, the Terms as a whole will not be deemed unlawful, void or unenforceable, but only that portion of the Terms that is unlawful, void or unenforceable will be stricken from the Terms.
You agree that the Terms are specifically enforceable by UPWARD gallery through injunctive relief and other equitable remedies without proof of monetary damages.
You agree that if UPWARD gallery does not exercise or enforce any legal right or remedy which is contained in the Terms (or which UPWARD gallery has the benefit of under any applicable law), this will not be taken to be a formal waiver of UPWARD gallery’s rights and that those rights or remedies will still be available to UPWARD gallery.
The Terms are the entire agreement between us related to the subject matter in the Terms. The Terms replace and supersede any other prior or contemporaneous agreement, representation or discussion, oral or written, and may not be changed except in writing signed by us, regardless of whether or not the parties act under an unsigned “electronic” agreement or rely on such an unsigned agreement.

14. Contacting UPWARD gallery. If you have any questions or comments about this Privacy Policy or your personal information, to make an access or correction request, to exercise any applicable rights, to make a complaint, or to obtain information about our policies and practices with respect to any service providers can be reached by email at info@upwardgallery.com.