Terms & Conditions
Status June 2022
The Service Provider operates a novel technology platform, which provides a set of tools to support art professionals (e.g. artists, estates, institutes, and museums) in their daily operations (hereinafter, as further specified on the website order form, the “Navigating.art Platform”). In the center of the Service Provider’s Navigating.art Platform is the idea of a digital archive, which contains primary sources of artwork-centric information, and a digital catalogue raisonné, which consists of a comprehensive list of all artworks of an artist. The Navigating.art Platform assists art professionals in all lifecycle phases (data entry, research, vetting, publishing) of the creation and publishing of a digital catalogue raisonné and accompanying archival resources.
On top of that, it is possible to selectively publish that information on the customer’s own website or on the Service Provider’s Navigating.art platform, where the data of artists can be browsed.
The Customer is interested in obtaining access to the Navigating.art Platform. The Service Provider is interested in operating the Navigating.art Platform for the Customer.
Scope of Applicability
1.1 These Terms & Conditions set forth the conditions under which the Service Provider will provide the Customer with access to the Navigating.art Platform and the user documentation as set forth on the website order form.
License Grant and Right of Use
2.1 The Service Provider makes available the Navigating.art Platform to the Customer under a Software-as-a-Service (SaaS) model limited to the term of these Terms & Conditions as defined in Section 11.1 (the “Subscription Term”).
2.2 Subject to all limitations and restrictions contained in these Terms & Conditions, Service Provider grants the Customer a non-exclusive, and non-transferable, non-sublicensable right to access the Navigating.art Platform (and its documentation) as hosted by Service Provider during the Subscription Term and to use it solely to perform those functions described in the documentation for its internal business purposes (the “SaaS License”).
2.3 The Customer shall not permit any subsidiaries, affiliated companies, or third parties to access the Navigating.art Platform.
Represented Artists and Authorized Users
3.1 The SaaS License is granted as a license Per Represented Artist. “Per Represented Artist” means that the Navigating.art Platform may only be used for the digital catalogue raisonné and accompanying archival resources of specific artistsas specified on the website order form.
4.1 Except to the extent expressly permitted in these Terms & Conditions or required by law on a non-excludable basis, the SaaS License granted by the Service Provider to the Customer under these Terms & Conditions is subject to the following prohibitions:
a) the Customer must not permit any unauthorized person to access or use the Navigating.art Platform;
b) the Customer must not use the Navigating.art Platform to provide services to third parties, unless otherwise specified in the Terms & Conditions;
c) the Customer must not make any alteration to the Software, except as permitted by the documentation; and
d) the Customer will not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Navigating.art Platform; (ii) modify, translate or create derivative works based on the Navigating.art Platform (except to the extent expressly permitted by the Service Provider).
4.2 The Customer must not use the Navigating.art Platform in any way that
a) is unlawful, illegal, fraudulent or harmful, or is connected to such behavior;
5.1 The Customer shall pay Service Provider the fees indicated on the website order form (the “Service Fees”).
6.1 The Service Provider shall endeavor to ensure a market standard availability of the Navigating.art Platform.
6.2The Service Provider reserves the right to subcontract any services under these Terms & Conditions.
7.1 The Customer acknowledges that, subject to the SaaS Licenses granted herein, the Customer has no ownership interest in the Navigating.art Platform or Service Provider materials provided to the Customer.
8.1 "Confidential Information" means any information, documents, items, materials, substances or electronic files disclosed by one Party to the other Party in written, electronic, oral or any other form, which is marked confidential by the disclosing Party or is by its nature to be treated as confidential.
Customer Data and Data Protection
9.1 Before entering its data and information to the Navigating.art Platform (the “Customer Data”), the Customer shall be obliged to check the same for viruses or other harmful components and to use state of the art anti-virus programs for this purpose.
9.9 The term “Customer Data” shall not include any data and information entered to the Navigating.art Platform by the Service Provider, e.g. data complementing the Customer Data (the “Provider Data”). The Service Provider will own all right, title, and interest in such Provider Data.
Limitation of Liability
10.1 In case of wilful misconduct, the Service Provider shall be liable according to the statutory provisions of applicable law.
Term and Termination
11.1 The Subscription Term shall commence upon execution of the Purchaser Order and shall run for an initial term of one (1) month. Thereafter, it shall extend automatically by consecutive one (1) month renewal terms, unless terminated by either Party before the end of the Subscription term.
11.7 Anonymized data previously produced from the Customer Data may be retained. Technical copies produced within an IT archiving system may be retained by the Service Provider.
12.1 Each Party shall bear its own costs incurred in connection with the execution and performance of these Terms & Conditions, unless expressly agreed otherwise in these Terms & Conditions.
12.7 Should any provision of these Terms & Conditions be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions of these Terms & Conditions shall not be affected. The same shall apply if and insofar as a gap in these Terms & Conditions become apparent. In place of the invalid or unenforceable provision or to fill the gap, an appropriate provision shall apply which, as far as legally possible, comes closest to or corresponds to what the Parties economically intended or would have intended according to the spirit and purpose of these Terms & Conditions, had they considered this point.