TERMS AND CONDITIONS OF USE AND SERVICE
These Terms and Conditions of Use and Service apply to any and all services provided by Able Artist through this website and all other Able Artist Foundation affiliated websites, if any. Please read them carefully, understanding the entire contents before proceeding to use this or any other Able Artist website(s).
By your use of the Able Artist Foundation website(s) or by creating an Able Artist Foundation web access account, you the Partner, are knowingly, willingly, and voluntarily providing your consent to be bound by all the Terms and Conditions of Use and Service (hereinafter “Agreement”) as of the date of your first use of the website or the date you create your web access account, whichever is earlier, as well as any and all subsequent revisions or amendments that may be made to this Agreement.
By providing your consent, you acknowledge that you have read and fully understand the Able Artist Privacy Statement, which is specifically incorporated herein.
If you do not agree with any one or more terms or conditions of this Agreement or the Privacy Statement, Able Artist Foundation cannot provide any services to you, and you shall no longer use any Able Artist Foundation website(s) or Able Artist Foundation web access account.
This Agreement governs your use of all Able Artist Foundation websites, as well as any and all services provided by Able Artist Foundation via its website(s). As set forth below, this Agreement contains a binding alternative dispute resolution clause with opt-out provisions.
I. ACCEPTANCE OF AGREEMENT
Further, you acknowledge that you have not relied on any warranty or representation other than those found in these terms and conditions.
Able Artist Foundation may revise and/or amend this Agreement at any time, at its discretion, with or without notice on its website(s). It is your responsibility as the partner and user of this or any other Able Artist website(s) to review this Agreement on a regular basis and ensure that you are familiar with the most up-to-date version, which will be displayed on this page. Your continued use of this or any other Able Artist Foundation website(s) or web access account shall constitute your knowing, willing, and voluntary consent by you to be bound by the Agreement as revised and/or amended. You can determine the effective date of the most recent version of this Agreement by viewing the “Lasted Updated” information that appears on this page. Previous versions of this Agreement may be made available by request via the Able Artist Foundation Contact Us page.
Able Artist Foundation reserves the right to create, modify, or discontinue any features or capabilities on this or any other Able Artist Foundation website(s), with or without notice, and for reasons that may include, but are not limited to, maintenance and website enhancement.
III. INDEPENDENT CONTRACTORS
This Agreement shall only be construed to represent an independent contract between you and Able Artist Foundation. It does not in any way create an association, joint venture, partnership employer/employee relationship, agency, or brokerage between the parties.
IV. PASSWORD PROTECTION
You are responsible for creating a confidential password as part of the registration process for the Able Artist Foundation web access account. It is your responsibility to maintain the confidentiality of your password, and you assume any and all liability for all uses of your password whether or not actually authorized by you. It is advisable not to reuse the same password used for other sensitive accounts, such as bank accounts, or to give your password to anyone not authorized to act on your behalf.
V. AVAILABILITY OF AND ACCESS TO Able Artist Foundation WEBSITE(S) AND WEB ACCESS ACCOUNTS
Able Artist Foundation assumes no responsibility for the functionality or other aspects of its website(s) or for errors or omissions thereon. Further, Able Artist Foundation cannot guarantee the continued, uninterrupted, secured access to your web access accounts at all times or that defects in its website will be corrected. Able Artist Foundation reserves the right to, at any time and without prior notice, change the hours of operation and access in order to perform repairs, make modifications, or create website enhancements.
VI. NO WARRANTIES, EXPRESS OR IMPLIED—SERVICES PROVIDED “AS-IS”
Use of Able Artist Foundation’s services, website(s), and web access account is at your own and sole risk. All services provided to you by Able Artist Foundation are provided on an “As-Is” and “As-Available” basis. Any services provided by third-party affiliates through Able Artist Foundation, over which Able Artist Foundation has no control and for which Able Artist Foundation assumes no liability whatsoever, are also provided “As-Is” and “As-Available.” Able Artist Foundation does not provide any guarantees or warranties, express or implied as to merchantability, fitness for a specific purpose, non-infringement of title, and informational content.
No information provided to you by Able Artist Foundation, either orally or in writing, shall be construed to create any other warranties not expressly disclaimed in this Agreement. Nothing on this website is meant to constitute advice of any kind. If you require advice in relation to any of the services provided by Able Artist Foundation, you should consult an appropriate professional.
VII. NO DAMAGES, INCIDENTAL OR CONSEQUENTIAL
To the fullest extent authorized by the laws of the relevant jurisdiction(s), Able Artist Foundation shall not be liable to you, your successors, agents, heirs, or assigns, and/or any other person or entity for any kind of damages, whether incidental, consequential, general, special, direct, indirect, punitive, or of any other kind, which might arise from loss of use, sales, revenue, goodwill or business reputation, profits, loss of data, loss of intellectual property, breach of confidence, or other intangible loss, regardless of whether Able Artist Foundation has been advised of the possibility of such. Further, to the fullest extent authorized by law, Able Artist Foundation is not liable under any other legal or equitable theory of liability, to include those arising under theories of tort, contract, or the use of any of Able Artist Foundation’s website(s) or services.
VIII. LIMITATIONS OF LIABILITY
Any liability by Able Artist Foundation to you for loss or damage of any kind arising out of this Agreement shall be reduced to the extent that you have caused or contributed to the loss or damage. This reduction applies whether Able Artist Foundation’s liability is in contract, tort, statute, or other theory of law.
You accept that Able Artist Foundation is a limited liability entity, having an interest in limiting the personal liability of its officers, agents, and employees. You agree that you will not bring any claim personally against any of Able Artist Foundation’s officers, agents, or employees with respect to any losses you may suffer in connection with this or any other Able Artist Foundation website(s).
The foregoing paragraph notwithstanding, you agree that the limitations of warranties and liability set forth in this Agreement protect the officers, employees, agents, subsidiaries, successors, assigns and sub-contractors of Able Artist Foundation as well as Able Artist Foundation itself.
In addition to that which has otherwise been outlined in this Agreement, you expressly agree that Able Artist Foundation shall not be liable to you for damages resulting from:
The limitations on liability shall apply whether or not Able Artist Foundation has been advised of, or should reasonably have been aware of the possibility of any such losses arising.
The sole remedy for any breach of this Agreement by Able Artist Foundation shall be correction of any service provided by Able Artist Foundation, which is causing you damage. The damage exclusions and this limitation of liability apply regardless of whether the remedy of its essential purpose fails.
By your use of this or any other Able Artist Foundation website(s), you agree to indemnify, defend, protect, and hold harmless Able Artist Foundation from and against all losses, claims, and expenses—to include attorneys’ fees and costs—that relate to:
X. BREACH OF TERMS AND CONDITIONS: SUSPENSION AND TERMINATION
Without prejudice to Able Artist Foundation’s other rights under this Agreement, if you breach the Agreement in any way, Able Artist Foundation may take such action as it deems appropriate with respect to the breach including, but not limited to, suspending your access to the website, prohibiting you from accessing the website, blocking computers using your IP address from accessing the website, contacting your internet service provider to request that they block your access to the website and/or bringing court proceedings against you.
Able Artist Foundation reserves the right to terminate your use of this or any other Able Artist Foundation website(s) or web access account, as well as terminate any and all services rendered by Able Artist Foundation, at any time for any reason or for no reason at all.
XI. INTELLECTUAL PROPERTY
Intellectual property laws may protect some of the services provided by Able Artist Foundation. By your use of Able Artist Foundation’s services, website(s), and/or web access account you agree to respect any and all intellectual property rights of Able Artist Foundation, its third-party affiliates, and all others.
Unless otherwise stated, Able Artist Foundation and/or its licensors own the intellectual property rights and materials in and on its website(s). Subject to the license below, all these intellectual property rights are reserved.
Except for your own personal use, you must not:
Able Artist Foundation reserves the right to monitor your use of this or any other Able Artist Foundation website(s) to assure compliance with this Agreement.
XII. COMMENTS, SUGGESTIONS, OR POSTS
By submitting, in any form, or posting to the Able Artist Foundation website(s), comments, suggestions, ideas, or other remarks (hereinafter, “remarks”) for improving, changing, discontinuing, or
creating any services provided by Able Artist Foundation, you automatically grant to Able Artist Foundation a royalty- free, non-exclusive, perpetual, and irrevocable right and license to use, reproduce, modify,
publish, and/or distribute such remarks or incorporate them for use by Able Artist Foundation, now or in the future. If you are providing the remarks on behalf of a third-party you warrant that the third-party owner of such rights has expressly granted you permission to grant such rights to Able Artist Foundation. Able Artist Foundation has no obligation to hold in confidence any remarks of any kind provided by you to Able Artist Foundation, and Able Artist Foundation shall not be liable for any use or disclosure of the remarks.
You shall not distribute on or through the Able Artist Foundation website(s) any remarks of any kind that purport to advertise, promote, or solicit goods, services, or funds without prior express, written consent by Able Artist Foundation. Further, you may not solicit for other users of the Able Artist Foundation website(s) to become members of any enterprise or organization without prior express, written consent by Able Artist Foundation.
Able Artist Foundation reserves the right to delete, at any time, any remarks made on this or any other Able Artist website(s) for any reason or no reason, without your permission.
XIII. ALTERNATIVE DISPUTE RESOLUTION: ARBITRATION AND/OR MEDIATION
You agree to utilize alternative dispute resolution in all disputes that may arise with Able Artist Foundation.
This agreement is intended to be interpreted broadly and includes, but is not limited to:
This agreement for alternative dispute resolution includes Able Artist Foundation’s and your respective subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns. It also encompasses all users, whether authorized or unauthorized, of Able Artist Foundation’s services under these or any prior Terms and Conditions of Use and Service.
Opt-Out: Notwithstanding the above agreement, you may choose to pursue a claim in court,
rather than via alternative dispute resolution, if you opt-out of these procedures within thirty- days from the date when you first accept these terms (as defined above). In order to opt-out,
you must contact Able Artist Foundation via the Able Artist Foundation Contact Us page to request an opt-out form. Any opt-out request received after the passage of the thirty-day deadline shall not be valid and any claims must be pursued using alternative dispute resolution.
XIV. NOTICE OF DISPUTES
For any disputes or claims against Able Artist Foundation, whether pursued in court or through alternative dispute resolution, you must first provide Able Artist Foundation an opportunity to resolve the issue.
To do so you must send a written “Notice of Dispute” to Able Artist Foundation at:
19 S 1st St #B1106
Minneapolis, MN 55401
The notice must:
Able Artist Foundation has thirty-days after the receipt of the notice to contact you in an effort to reach a resolution of the issue. If an agreement cannot be reached, either party may commence alternative dispute resolution proceedings. The arbitrator of these disputes is bound by the terms outlined in this entire Agreement and all other terms otherwise expressly incorporated herein. The arbitrator alone shall have exclusive authority to resolve any disputes that may arise regarding the interpretation, applicability, enforceability, or formation of this Agreement, to include any assertion that any part of this Agreement is void or voidable.
For any claims for which you provided notice and negotiated in good faith as described above, if the arbitrator finds you to be the prevailing party, you may be entitled to recovery of reasonable attorneys’ fees and costs.
Unless otherwise agreed upon by the parties, any alternative dispute resolution proceedings shall take place in Minneapolis, Hennepin County, Minnesota.
XV. JURY TRIAL WAIVER
If the action proceeds to court rather than through alternative dispute resolution, both parties waive any right to a jury trial.
XVI. GOVERNING LAW; JURISDICTION
This Agreement shall be governed by the laws of the State of Minnesota, without regard to its conflict of law provisions.
XVII. FORCE MAJEURE
Able Artist Foundation shall not be deemed responsible for delays or failure to perform services resulting from acts that are beyond its control, including but not limited to: acts of God, e.g. fire, flood, or
earthquake; war; riot; actual or threatened acts of terrorism; labor stoppages; governmental actions; or utility failures.
XVIII. THIRD-PARTY RIGHTS
This Agreement is for your sole benefit and the benefit of Able Artist Foundation and its assigns. It shall not provide benefit for any other person, either as a third-party beneficiary or otherwise.
You may not assign, transfer, sub-contract or delegate the rights and/or duties provided for by this Agreement without the prior express, written consent of Able Artist Foundation. Able Artist Foundation may assign, transfer, subcontract, or delegate any of its rights and/or duties provided for by this Agreement without notifying your or obtaining your consent.
If any part of this Agreement is determined to be invalid or unenforceable pursuant to any applicable law(s), the unenforceability of that provision shall not affect the enforceability of any other provision of this Agreement. The parties agree that the court or arbitrator shall attempt to give full effect to the intentions of the parties as evidenced by the unenforceable provision in the context of the entire Agreement.
The failure of either party to insist upon or enforce strict performance by the other party of any provision of this Agreement, or to exercise any right under this Agreement, shall not be construed as a waiver of the right of such party to assert or rely on such provision.
XXII. ENTIRE AGREEMENT
This Agreement, any provisions specifically incorporated herein and your registration form constitutes the entire agreement between the parties.
Updated on 02/20/18