1. License to Use the Site and Services; Restrictions
Hutchinson Modern grants you a non-exclusive, non-transferable, limited right to access, use, and display the Site and Services and the materials (“Content”) thereon for your personal informational use only, if 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 Hutchinson Modern. 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 Hutchinson Modern 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 Hutchinson Modern. Any images of artworks included in the Site or Services are provided for use only in the context of the Site or Services and subject to all of the limitations set forth herein. All rights not expressly granted herein are reserved to Hutchinson Modern.
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, uploading computer viruses, trojan horse, or 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 our Site or Services or any Content contained thereon or for any other purpose without our prior express written permission. You may not take any action that imposes an unreasonable or disproportionately large load on Hutchinson Modern’s infrastructure.
The content, Site, and Services are also protected by the United States and international intellectual property laws including, without limitation, copyright, trademark, trade secrets, moral rights, rights of privacy, and rights of publicity (“Intellectual Property Rights”). We own all Intellectual Property Rights in and to the Content, Site and Services. You agree to abide by all copyright notices, information, and 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. HUTCHINSON MODERN is the logo, trademark, and service mark of Isabella Hutchinson Ltd. You may obtain more information on the copyrights, trademarks, and service marks of Hutchinson Modern 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
Hutchinson Modern 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, without notice to you. Hutchinson Modern 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 notice or liability. You agree that Hutchinson Modern may terminate your use of this Site and the Services, cancel your user registration, remove your Communications (as defined below), and/or exercise any other remedy available to it, if Hutchinson Modern reasonably believes that you have violated or acted inconsistently with the letter or spirit of these Terms, or violated the rights of Hutchinson Modern or any third party, or for any reason with or without notice to you. You agree that Hutchinson Modern 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 Hutchinson Modern. Hutchinson Modern does not assume any responsibility for third-party Content Communications posted on the Site or Services. Hutchinson Modern 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 contain links and pointers to third party web sites, resources, and sponsors. Links to and from the Site or Services to third-party sites do not constitute an endorsement by Hutchinson Modern or any of its subsidiaries and affiliates of any third party, its site, resources, or content. Hutchinson Modern cannot guarantee, represent, or warrant that the content contained in these sites is true, accurate, lawful and/or inoffensive or that any third-party site will be free of viruses or will not adversely impact your computer. You should direct any concerns regarding any external link to its site administrator or webmaster.
5. Hutchinson Modern’s Rights to Materials Provided by Users
Hutchinson Modern welcomes your participation on the Hutchinson Modern Site and Services. By sending messages to Hutchinson Modern, uploading or posting files, images, text, data, content, or other materials on the Site, or by otherwise providing information or communications to Hutchinson Modern (individually or collectively “Communications”) to or within the Site or Services, you grant to Hutchinson Modern, its affiliates, successors and assigns, 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 such Communications, 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 of any use by Hutchinson Modern 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 Hutchinson Modern for any alleged or actual infringements or misappropriation of any Intellectual Property Rights in connection with such Communications. You agree and understand that Hutchinson Modern is under no obligations to use any Communications submitted by you on the Site or in any way. We reserve the right to use any information or materials you provide to us or that we obtain through your use of the Site or Services to the fullest extent permitted by law.
You warrant that you own all Intellectual Property Rights in and to any Communications that you submit to Hutchinson Modern, or that you have sufficient rights in and to the Communications to grant to Hutchinson Modern the above license.
6. No Responsibility for User-Transmitted Material
You acknowledge that Communications to and from this Site and any Services are not confidential, and your Communications may be read or intercepted by others. You acknowledge that by submitting Communications to Hutchinson Modern or the Site or Services, no confidential, fiduciary, contractually implied or other relationship is created between you and Hutchinson Modern, any Hutchinson Modern affiliate, or subsidiary other than pursuant to these Terms. Hutchinson Modern shall not be responsible for the payment of any money to any party in connection with Hutchinson Modern’s use of Communications submitted by you to the Site.
7. Copyright Policy
Claims of Infringement:
Hutchinson Modern respects the intellectual property of others and requires that you do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”), the text of which may be found on the United States Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, Hutchinson Modern will respond expeditiously to notices of alleged copyright infringement that are duly reported to its Designated Copyright Agent identified in the notice below. Hutchinson Modern will disable and/or terminate the accounts of users who are repeat infringers. If you believe that your content has been copied in a way that constitutes copyright infringement, please provide Hutchinson Modern’s Copyright Agent the following information:
DMCA Notice of Alleged Infringement (“Notice”):
Identify the copyrighted work that you claim has been infringed, or, if multiple works are covered by this Notice, you may provide a representative list of the copyrighted works that you claim have been infringed.
Identify the material or link you claim is infringing and provide a description of where the infringing work is located on the website.
Provide your mailing address, telephone number and, if available, email address.
Include both of the following statements in the body of the Notice:
• “I hereby state that I have a good-faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., fair use).”
• “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
Provide your full legal name and your electronic or physical signature.
Deliver this Notice, with all items completed, to us at:
Hutchinson Modern c/o Isabella Hutchison Ltd.
47 East 64th, Suite 1B
New York, New York 10003
While Hutchinson Modern considers all such notices seriously, you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that content or activity is infringing. Accordingly, if you are uncertain whether material infringes your copyrights (including whether use of copyrighted material may constitute fair use) you may wish to seek the advice of an attorney.
Monitoring, Editing and Disclosure of User Material
You agree that Hutchinson Modern has the right, but not the obligation, to monitor your Communications on the Site or Services at any time for any reason, in its sole discretion to determine compliance with these Terms and any other rules, policies or guidelines that Hutchinson Modern may establish. Notwithstanding this right of Hutchinson Modern, Hutchinson Modern does not and cannot review all materials posted to the Site or Services by users. Hutchinson Modern reserves the right at all times to edit, disclose, refuse to post, request removal of, or remove any Communication, in whole or in part, in its sole discretion, including, without limitation, as may be necessary to comply with any law, regulation, government or agency request or if, in Hutchinson Modern’s sole discretion, such materials are objectionable or in violation of these Terms. HUTCHINSON MODERN HAS NO LIABILITY OR RESPONSIBILITY TO USERS OR ANY OTHER PERSON OR ENTITY FOR PERFORMANCE OR NONPERFORMANCE OF THE AFOREMENTIONED SCREENING ACTIVITIES.
8. User Conduct
Any of the following conditions constitutes a violation of these Terms and may result in the termination of your right to use the Site or Services without notice:
• Disrespecting the privacy or views of other users;
• Using Hutchinson Modern, the Site, or the Services for unlawful purposes or to promote any unlawful activities;
• Impersonating another person, allowing another person to use your identification to post or view comments, or soliciting passwords or personal identifying information from other users;
• Transmitting “junk mail,” “chain letters,” or unsolicited mass mailing or “spamming”;
• Submitting a Communication that infringes, misappropriates, or encourages infringement of misappropriation of the Intellectual Property Rights of others, or that is obscene, defamatory, harmful, abusive, threatening or false.
• Submitting a Communication that violates any law or regulation
You agree to indemnify, defend and hold harmless Hutchinson Modern, 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 this Agreement, 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. Hutchinson Modern 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 Hutchinson Modern.
10. Disclaimer of Warranties
Hutchinson Modern does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through the Site or Services. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your sole risk. Hutchinson Modern 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 EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
CERTAIN CONTENT MAY BE CONSIDERED OBJECTIONABLE BY INDIVIDUAL USERS. THIS SITE IS INTENDED FOR PEOPLE OVER THE AGE OF 18.
NEITHER HUTCHINSON MODERN 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, Hutchinson Modern 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
Hutchinson Modern is not liable for any lost data resulting from the operation of our Site, provision of Services and/or the enforcement of the Terms. We urge all users to maintain their own back up versions of any Communications they provide for submission to the Site or Services. Hutchinson Modern 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. Hutchinson Modern 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 HUTCHINSON MODERN, ITS SUBSIDIARIES, AFFILIATES OR THEIR LICENSORS, EMPLOYEES, OFFICERS OR DIRECTORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENCIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THESE TERMS, THE CONTENT, THE SITE, OR SERVICES, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, EVEN IF SUCH ENTITIES OR AN UNAUTHROIZED REPRESENTATIVE THEREOF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF HUTCHINSON MODERN, 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 OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR ANY SERVICES EXCEED, IN THE AGGREGATE, $100.00.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
12. Non-United States Residents
Hutchinson Modern makes no representation that materials in the Site or any 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 U.S. do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
13. User Information
The provisions titled “Ownership” “Changes to Site or Services; Termination” “Third Party Content and Websites” “Hutchinson Modern’s Rights to Materials Provided by Users,” “No Responsibility for User-Transmitted Material,” “Copyright Policy” “Monitoring, Editing and Disclosure of User Material,” “Indemnification,” “Disclaimer of Warranties,” “Limitation of Liability; Exclusion of Damages,” “Non-United States Residents” “User Information,” “Survival” and “General Provisions” will survive termination of this agreement, together with all other terms and conditions that by their nature or context are intended to survive termination.
15. General Provisions
These terms and conditions of use shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws provisions. The sole and exclusive jurisdiction for any action or proceeding arising out of or related to these terms and conditions of use shall be an appropriate State or Federal court located in New York County in the State of New York and you hereby irrevocably consent to the jurisdiction of such courts. If for any reason a court of competent jurisdiction finds any provision of these terms and conditions of use, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these terms and conditions of use, and the remainder of these terms and conditions of use shall continue in full force and effect. These terms and conditions of use constitute the entire agreement between you and Hutchinson Modern 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 term or condition of this Agreement 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 Hutchinson Modern 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 Hutchinson Modern must be commenced within one year after the claim or cause of action arises or such claim or cause of action is barred.