CONDITIONS OF USE FOR MEMBERS
The Vastari Exhibitions Platform and the Vastari Collections Platform facilitate the communication between Members for the international exhibitions of fine and decorative art and artefacts. The Collections Platform allows Members to access a wide range of high-quality artworks from private collections available to be loaned by the owners for exhibition. The Exhibitions Platform provides a venue where Members can engage with exhibition professionals and review a variety of exhibitions that are available to travel worldwide.
The Platforms allow Members to view the details of available items and available exhibitions, post requests for specific artists or artworks for exhibition and reply to such requests, upload/remove/update the status of artworks, post and view available exhibitions, and communicate via Vastari with total confidentiality and security.
Membership to the Vastari Platforms is at the discretion of Vastari and may be renewed annually on the terms set out herein. Each Member will have its own user name and password to access the Platform, for the Member's use only.
These Conditions of Use may be varied from time to time by Vastari. You will be notified of any changes accordingly. Your acceptance of those changes will be required in order to continue your Member account with Vastari.
||means a Member which borrows Property from another Member for Exhibition or hires a Travelling Exhibition from an Exhibition Manager. |
||means the online platform designed, hosted and operated by Vastari for the display of Property available to be loaned by Lenders to Borrowers for Exhibition. |
||means all information relating to any item of Property listed by a Lender or an Exhibition Manager on the Platforms, including but not limited to images of the Property, provenance, publications, exhibition history, past partners and import/export status. |
||means a private or public exhibition organised by the Borrower to take place during a defined period and at a defined location (or locations) for which they borrow Property from a Lender. |
||means all materials, in any medium whatsoever including but not limited to printed, digital or audio/visual, relating to and arising out of an Exhibition or a Travelling Exhibition, including but not limited to educational and interpretation materials, panels and labels, catalogues, images, digital applications, websites, marketing materials and merchandise. |
||means a party, which may be the owner of Property or a third party curator or manager acting on behalf of or in conjunction with such owner, which uploads a Travelling Exhibition on the Exhibitions Platform and holds itself out as being authorised to make available to a Borrower the uploaded Travelling Exhibition. |
||means the online platform designed, hosted and operated by Vastari for the display of Property available as a Travelling Exhibition. |
||means a Member which owns Property, or a third party duly authorised to act on behalf of the legal owner of the Property, and has listed the Property on the Collections Platform as available to be loaned for Exhibition. |
||means a registered member of the Platforms, including any users to whom Vastari has granted access on a temporary or non-paying basis. |
||means any item available to be loaned for exhibition as submitted by a Lender or Exhibition Manager on the Vastari Platforms. |
||means services that may be provided by Vastari to a Member through the Vastari Platforms or otherwise, including but not limited to acting as intermediary between a Member and a third party service provider such as shippers, insurers, conservators and art consultants. |
||means the non-refundable annual price payable by a Member in accordance with Vastari's membership price list provided and updated from time to time and currently available via this link for Members which are individuals/collectors and available via this link for Members which are institutions. |
||means an exhibition uploaded on to the Exhibitions Platform by an Exhibition Manager which may be available for hire by a Borrower. |
||means Vastari Group Limited, a company registered in England and Wales with registered number 09579433 and with registered address Unit 2, 12-18 Hoxton Street, London N1 6NG, United Kingdom. |
||means the Collections Platform and the Exhibitions Platform together. |
- In order to complete the registration process to become a Member of Vastari, you must complete in full the information required on first login to the Vastari platform and pay the applicable Subscription Price as may be required.
- If the Member is registering with Vastari as a business entity, the person who is completing the registration process for that entity represents that he or she has the authority to bind that entity legally, and completion of the process confirms this representation.
- Vastari reserves the right to conduct identity, financial and reputational checks on Members and at its sole discretion may terminate a Member's account.
- Membership is valid for one year and will renew automatically on the anniversary of payment of the Subscription Price. Members will receive an invoice for renewal 30 days prior to expiry of their membership.
- In the event the Member has provided payment details in the form of a valid credit or debit card, payment for renewal will automatically be collected on the anniversary date when the renewal invoice becomes due and payable.
- Vastari reserves the right to suspend membership and the Member's access to the Vastari Platforms where the renewal invoice has not been paid within 30 days after the renewal of membership and to terminate membership if the renewal invoice remains unpaid for 90 days.
- Members may terminate their account prior to annual renewal by notifying Vastari in writing no less than 15 days prior to renewal.
- Any Property and Content uploaded to the Vastari Platforms may be removed at Vastari's discretion following termination of a Member's account.
- You agree as a Member of Vastari that:
- Any use by you of the Vastari Platforms will not be in violation of any laws, third party rights or Vastari's policies;
- You will not post, list or upload any content that Vastari in its sole discretion deems to be inappropriate;
- You will not post, list or upload any counterfeit items or infringe the copyright, trade mark or other rights of third parties in any jurisdiction;
- You will not manipulate or interfere with another Member's listings of Property;
- You will not use the Vastari Platforms to buy or sell Property;
- You will not transfer, share or otherwise give access to your Member account or user name to another party without Vastari's written consent;
- You will not impersonate any person or entity, whether actual or fictitious, or misrepresent your affiliation with any other person or entity;
- You will not attempt to gain unauthorized access to other computer systems through the Vastari Platform or any other means;
- You will not engage in spidering, "screen scraping", "database scraping", harvesting of Content, e-mail addresses, wireless addresses or other contact or personal information, or any other automatic means of obtaining lists of Property, Members or other information from or through the Vastari Platforms;
- You will not use the Vastari Platforms in any manner with the intent to interrupt, damage, disable, overburden, or impair the Vastari Platforms, including, without limitation, uploading viruses, sending mass unsolicited messages or "flooding" servers with requests;
- You will not use the Vastari Platforms to carry out any form of regulated activity, including but not limited to offering any form of shares, bonds, securities, collective investment schemes or any other regulated activity requiring authorisation in accordance with the Financial Services and Markets Act 2000 and any order, amendment or other provision in force from time to time; and
- You will not use the Vastari Platforms to engage in any criminal activity.
- You further agree that you may not attempt (or encourage or support anyone else's attempt) to engage in any of the foregoing prohibited activities or to circumvent, reverse engineer, decrypt, disassemble, decompile or otherwise alter or interfere with the Vastari Platforms or make unauthorized use thereof. You agree that you will not use the Vastari Platforms in any manner that could damage, disable, overburden, or impair the Vastari Platforms or interfere with any other Member's use and enjoyment of the Vastari Platforms. You may not obtain, use or access, or attempt to obtain, use or access, any materials or information through any means not intentionally made publicly available or provided for through the Vastari Platforms.
- Members are responsible for complying with all laws and regulations applicable to any loan, exhibition, delivery and return of Property listed on the Vastari Platforms.
3. Intellectual property
- Vastari is the owner of all intellectual property rights in the Vastari Platforms, and in the material published on it except in relation to the Content and Exhibition Content uploaded by Members and licenced to Vastari in accordance with clause 3.4 below.
- Where a Member holds intellectual property rights in the Content or Exhibition Content in accordance with the applicable intellectual property laws in the Member's jurisdiction, such rights shall remain with that Member.
- Where the Member does not hold intellectual property rights in the Content or Exhibition Content, the Member warrants that it has sought the appropriate consents from the rights holder or holders prior to uploading Content or Exhibition Content on the Vastari Platforms.
- Each Member grants Vastari an irrevocable non-exclusive worldwide royalty-free licence to use the Content and Exhibition Content listed by the Member on the Vastari Platforms and authorises Vastari to exercise any and all copyright, trademark or other rights in the Content and Exhibition Content in connection with the Vastari Platforms and the services provided by Vastari under or pursuant to these Conditions of Use.
- To the extent allowed by the applicable law, Members who hold intellectual property rights in the Content and Exhibition Content agree not to assert any moral rights against Vastari.
- In the event of a claim for infringement of copyright, trademark or any similar right by a third party, Vastari reserves the right to remove the infringing material from the Vastari Platforms without notifying the Member.
- The Member hereby indemnifies Vastari from and against any and all claims, liabilities, losses, damages, demands and expenses made by any third party (including any other Members) in respect of the Content and Exhibition Content provided by the Member.
4. Lender’s warranties and conditions
- The Lender represents and warrants to Vastari that at all relevant times (including but not limited to the time of the listing of the Property and Content on the Collections Platform):
- The Lender is the legal and beneficial owner of the Property, or is authorised by the legal and beneficial owner of the Property, free from any third party rights or claims including, without limitation, any claims which may be made by governments or governmental agencies;
- The Lender has provided Vastari with all information concerning the provenance of the Property that is known to the Lender and has notified Vastari in writing of any concerns expressed by third parties in relation to the ownership, condition, authenticity, attribution, export or import of the Property;
- The Lender is unaware of any matter or allegation which would render any description given to Vastari in relation to the Property or the Content inaccurate or misleading in any way;
- The Property has been or will be lawfully imported and lawfully exported as required by the laws of any country in which it is or was located. Any required declarations upon the export and import of the Property have been or will be properly made and any duties and taxes which may be applicable on the export and import of the Property have been or will be paid by the Lender or as otherwise may be agreed between the Lender and the Borrower; and
- There are no restrictions, in copyright or otherwise, relating to the Property (other than those imposed by law) or any restrictions on Vastari's rights to reproduce photographs of the Property.
- The Lender agrees to indemnify Vastari and any Vastari affiliated company, their respective servants, directors, officers and employees against any loss or damage resulting from any breach or alleged breach of any of the above representations or warranties.
- The Lender's representations, undertakings and indemnities will survive completion of the period of Exhibition (or Exhibitions) of the Property.
- Vastari reserves the right at its sole discretion to reject or remove any Property with insufficient or inappropriate Content or insufficient information from the Lender as set out in clause 4.1.2 above. Vastari will endeavour to notify the Lender prior to removal of any Property from the Vastari Platform in order that the Lender may rectify any information Vastari deems insufficient or inappropriate.
- The Lender understands that it may at its sole discretion provide its personal details, including contact information, to Borrowers that express interest in Property listed by the Lender. Vastari shall not be liable for any use or misuse of such information by the Borrower.
- The Lender understands that the Borrower may require a condition report and valuation for the purposes of the Exhibition Agreement. It is the sole responsibility of the Lender to obtain an up-to-date condition report and valuation of the Property at the time of listing the Property on the Collections Platform.
- The Lender understands and agrees that Vastari in no way guarantees that any Property listed by the Lender on the Collections Platform will be included in any Exhibition.
5. Exhibition manager's warranties and conditions
- The Exhibition Manager represents and warrants to Vastari that at all relevant times (including but not limited to the time of the listing of the Travelling Exhibition and the related Property and Content on the Exhibitions Platform):
- The Exhibition Manager has the authority to offer for hire and to hire to Members the Travelling Exhibition(s) which it has uploaded on the Exhibitions Platform to a Borrower, including authorisation from the legal and beneficial owner of the Property included in the Travelling Exhibition, where the Exhibition Manager is not the owner;
- The Exhibition Manager has the authority to publish Content in relation to the Travelling Exhibition(s), including but not limited to information (whether or not such information is confidential) in relation to details of exhibition history for third party museums;
- The Property included in the Travelling Exhibition is free from any third party rights or claims including, without limitation, any claims which may be made by governments or governmental agencies;
- The Exhibition Manager is unaware of any matter or allegation which would render any description in relation to the Property or the Travelling Exhibition inaccurate or misleading in any way; and
- There are no restrictions, in copyright or otherwise, relating to the Property, the Content or the Exhibition Content (other than those imposed by law) or any restrictions on Vastari's rights to reproduce photographs of the Property.
- The Exhibition Manager agrees to indemnify Vastari and any Vastari affiliated company, their respective servants, directors, officers and employees against any loss or damage resulting from any breach or alleged breach of any of the above representations or warranties.
- The Exhibition Manager's representations, undertakings and indemnities will survive completion of each period of hire of the Travelling Exhibition.
- The Exhibition Manager understands and agrees that Vastari in no way guarantees that any Travelling Exhibition listed by the Exhibition Manager on the Exhibitions Platform will be hired by any Borrower.
- Vastari reserves the right at its sole discretion to reject or remove any Travelling Exhibition and its associated Content. Vastari will endeavour to notify the Exhibition Manager prior to removal of any Travelling Exhibition from the Exhibitions Platform in order that the Exhibition Manager may rectify any information Vastari deems insufficient or inappropriate.
- In the event a third party complains to Vastari in relation to any Travelling Exhibition, whether such complaint is in relation to ownership of Property included in a Travelling Exhibition, or the Exhibition Manager's right to offer the Travelling Exhibition or upload related Content, or for any other reason, Vastari reserves the right to remove the relevant Travelling Exhibition from the Vastari Platforms and may provide at its sole discretion the Exhibition Manager's contact information to the complaining third party.
6. Borrower's conditions
- The Borrower will keep confidential and not disclose sensitive information including but not limited to the personal details of the Lenders from whom the Property is loaned and any information in relation to the Property or the Travelling Exhibition that is deemed confidential by the Lender or the Exhibition Manager.
- The Borrower may request further information regarding Property listed on the Collections Platform or Travelling Exhibitions listed on the Exhibitions Platform but understands that any request does not form a binding agreement between the Borrower and the Lender in relation to the Property or between the Borrower and the Exhibitions Manager in relation to the Travelling Exhibition.
- The Borrower is prohibited from offering any Property for sale or loan while it has possession of any Property for an Exhibition or for a Travelling Exhibition. For avoidance of doubt, at all times legal and beneficial ownership of the Property will remain with the owner, whether the owner is the Lender, the Exhibition Manager or otherwise. Failure to comply with these conditions will lead to immediate termination of the Borrower's Member account and the Borrower will be subject to all remedies available to the Lender or the Exhibition Manager as may be applicable.
- No representations, warranties or guarantees are given by Vastari as to whether any Property is subject to copyright or whether the Borrower acquires a licence to reproduce copyrighted material of or relating to the Property, the Content or the Exhibition Content.
7. Limitation of Vastari's liability
- Vastari is acting as a service provider of a platform that facilitates Members to lend and exhibit Property. Accordingly, Members agree that the following clauses are reasonable limitations and exclusions of Vastari's liability, if any, that may arise.
- Vastari does not warrant, represent or guarantee the truth or accuracy of Member's Content; the existence, quality or authenticity of Property listed on the Vastari Platforms; the ability of Lenders or Exhibition Managers to lend or hire any Property listed on the Vastari Platforms; or that any Property will actually be included in any Exhibition or Travelling Exhibition.
- Vastari is reliant on Members to provide accurate and complete Content regarding the Property and is not liable for any errors or omissions in any Content in relation to the Property. Vastari shall not be responsible for errors of description or for the genuineness or authenticity of the Property nor make any representations or warranties with respect to the physical condition, size, quality, rarity, genuineness, authenticity, importance, provenance, exhibitions, literature or historical relevance of the Property, and no statement anywhere, whether oral or written, shall be deemed to be such a representation or warranty.
- Vastari shall not be liable for loss of or damage to the Property at any time nor for insuring the Property, including while the Property is loaned to or hired by the Borrower.
- Vastari shall not be liable for payment of any costs, expenses or taxes arising from the loan or exhibition of the Property, including but not limited to packing, shipment, storage, insurance, import or export and shall be reimbursed by the Lender, Exhibition Manager or Borrower as may be appropriate in the event any expenditure is incurred by Vastari in this regard.
- All Property loaned for Exhibitions and all Travelling Exhibitions are subject to separate agreements between the Borrower and the Lender or the Borrower and the Exhibition Manager as may be appropriate. Vastari will not be party to any such agreement and shall have no liability thereunder and is not responsible for the compliance of the parties to the terms of the agreement.
- The Borrower should carry out its own inspections and investigations into any Property and satisfy itself or consult with its own experts prior to exhibition of such Property, whether in an Exhibition or a Travelling Exhibition. Photographs on the Vastari Platforms of any Property are for identification purposes only and will not convey the condition of the Property.
- Vastari makes no representations, warranties or guarantees as to whether any Property is or is not subject to export or import restrictions or requires any licence of any kind.
- Vastari shall not be liable to Members in contract, tort (including negligence) or otherwise for any business losses, such as loss of data, profits, revenue, business, opportunity, goodwill, reputation or business interruption or for any losses which are not reasonably foreseeable by Vastari arising directly or indirectly from:
- a Member's use or inability to use the Vastari Platforms;
- delays or disruptions to the Vastari Platforms;
- viruses or other malicious software obtained by accessing or linking to the Vastari Platforms; or
- inaccuracies of any kind on the Vastari Platforms.
- Vastari reserves the right to suspend, withdraw or amend the services provided on the Vastari Platforms without notice and will not be liable for any reason in the event the Vastari Platforms or the services therein are unavailable at any time or for any period.
- Notwithstanding the above clauses, Vastari's total liability to any Member is limited to the annual Subscription Price paid by the Member.
- Nothing in these Conditions shall exclude or limit Vastari's liability to Members in respect of any fraudulent misrepresentation made by it, or in respect of death or personal injury caused by its negligent acts or omissions.
8. Vastari's Services to members
- From time to time, Vastari may agree to provide certain Services to Members which may be subject to separate agreement between Vastari and the Member.
- Vastari may also facilitate Services to be provided to the Member by third parties. Vastari cannot be held liable for the performance or non-performance of any Services provided by third parties, nor for the accuracy of any estimates or quotes given by any third party.
- Members acknowledge that their information may be passed to third party suppliers once Services have been requested by the Member in order to facilitate such Services.
- Members agree to keep confidential all non-public information related to Vastari and the Vastari Platforms, including but not limited to details of Property and Content on the Vastari Platforms and information which relates to the operations or business of Vastari as may be disclosed to the Member during the course of its membership.
- All confidential information will remain the exclusive property of Vastari and any disclosure by Vastari to Members will not constitute the granting of any rights to or under Vastari's intellectual property rights.
- This clause 9 shall continue to apply after the termination of membership, but shall not apply to information which comes into the public domain (unless it has come into the public domain through unauthorised disclosure by the Members).
- Some countries do not offer equivalent legal protection of personal information to that offered within the EU. It is Vastari's policy to require that any such third parties respect the privacy and confidentiality of our clients' information and provide the same level of protection for clients' information as provided within the EU, whether or not they are located in a country that offers equivalent legal protection of personal information. By consenting to these Conditions of Use, Members agree to such disclosure.
10. General terms
- Without limiting other remedies available to Vastari, Vastari reserves the right to limit, suspend or terminate any Member account, restrict or prohibit access to the Vastari Platforms, remove Property listed on the Vastari Platforms or other content posted by Members if Vastari considers at its sole discretion that a Member is in breach of any of the terms of these Conditions of Use.
- Vastari may terminate, change, suspend, add to or discontinue any aspect of the Vastari Platforms at any time, in its sole discretion, and without liability to any Member.
- These Conditions of Use represent the entire understanding between Vastari and Members with regard to its subject matter and supersedes any and all other prior agreements between Vastari and Members in relation to such matters.
- Members may not assign, transfer, charge or deal with these Conditions of Use or all or any part of the benefit of, or the rights and benefits under these Conditions of Use, except with the prior written consent of Vastari.
- If any provision of these Conditions of Use is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid and enforceable in the relevant jurisdiction but shall continue to apply without any modification in all other relevant jurisdictions.
- A person who is not party to these Conditions of Use cannot enforce or enjoy the benefit of any term of this Agreement under the Contracts (Rights of Third Parties) Act 1999.
- These Conditions of Use and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
- Each Party agrees to submit to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with these Conditions of Use (including non-contractual disputes or claims).
These terms were updated on 19/7/2017
For questions, concerns or more information please contact firstname.lastname@example.org