Last Revised: April 9, 2021
The following Website Terms & Conditions (the “Website Terms”) apply to all users of https://wpi.art/ and its associated internet pages, websites, subdomains, mobile versions, any associated applications and services (collectively, the “Site”) as operated by or at the direction of the Wildenstein Plattner Institute, Inc. (“the WPI,” “our,” “we,” or “us”).
Together, Users and the WPI are each referred to herein individually as a “Party” or collectively as the “Parties.” All Guidelines are incorporated by reference into these Website Terms (the Guidelines and Website Terms collectively, the “Terms”), and in the event of a conflict between any CR- or Archive-specific Guidelines, on the one hand, and these Website Terms, on the other, the former shall prevail.
The Website Terms represent a legally binding agreement between any individual using the Site, both on its own behalf and on behalf of any principal(s) for whose benefit or on whose direction it is seeking information (collectively, the “User”) and the WPI, with respect to User’s access to and/or use of any of the WPI’s digital catalogue raisonné projects (including any digital corpus; each such project, a “CR”) or any other WPI digital archive or database (each such project, an “Archive”) through the Site, whether such CR or Archive is accessed through the Site’s main webpage, a CR- or Archive-specific landing page, or otherwise, including through any direct hyperlink. When using the Site, User will be subject to any additional posted usage guides, guidelines or rules applicable to specific CRs or Archives, as may be posted from time to time on the portions of the Site displaying such CRs and/or Archives (collectively, “Guidelines”).
BEFORE USING THE SITE, PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. BY ACCESSING AND/OR USING THE SITE (INCLUDING ANY CR OR ARCHIVE), USER ACKNOWLEDGES THAT USER HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THESE TERMS, INCLUDING THE GUIDELINES, AND ANY FUTURE MODIFICATIONS THEREOF. IF AT ANY TIME USER DOES NOT AGREE TO THESE TERMS, USER SHOULD IMMEDIATELY TERMINATE USE OF THE SITE.
- Modification of these Terms. The WPI reserves the right, at our discretion, to change, modify, add or remove portions of these Terms at any time for any reason, and we may notify User of such changes through any of a variety of means, including a change to the “Last Revised” date set forth above and other reasonable means to be determined at our discretion. All changes shall be effective immediately. Please check these Terms periodically for changes. User’s continued use of the Site after the posting of changes constitutes binding acceptance of such changes.
- Account Information; Password.
- User must be the age of majority or older (18 in most states of the United States; older in some jurisdictions) to create an Account. While individuals under the age of 18 (but not younger than 13) may use the Site, they must do so only with the consent and involvement of a parent or legal guardian, under such person’s Account and otherwise subject to these Terms (including without limitation paragraph 4.i., below). The WPI does not seek through this Site to gather personal information from or about persons under the age of 13. NOTICE: Visit www.OnGuardOnline.gov for tips from the Federal Trade Commission on protecting children’s privacy online.
- In creating an account with Site, User will be asked to provide a password (the “Password”). As User will be responsible for all activities that occur under User’s Account, User should keep the Password confidential. The Site may implement technology that enables us to recognize User as the Account holder and provide User with direct access to the Account when User revisits the Site. User is solely responsible for maintaining the confidentiality of the Account and Password and for restricting access to User’s computer and other Site-compatible devices, and User agrees to accept responsibility for all activities that occur under the Account and/or Password. Where possible when accessing the Site through public or shared devices, User should log out at the completion of each visit. If User has reason to believe that either the Account or Password is no longer secure (for example, in the event of a loss, theft, or unauthorized disclosure or use of User’s email address or any corresponding password), User shall immediately notify the WPI and report this incident to all of User’s card issuers, as well as local law enforcement agency(ies). USER IS SOLELY LIABLE FOR LOSSES INCURRED BY USER, THE WPI OR THIRD-PARTIES DUE TO ANY UNAUTHORIZED USE OF OR ACCESS TO USER’S ACCOUNT.
- Disclaimers. User expressly acknowledges and agrees that:
- The WPI is not necessarily the author of the materials comprising any CR or Archive, and neither it nor any contributing author (each, an “Author”) makes any representation or warranty with respect to any CR’s or Archive’s contents, including as to the completeness nor accuracy thereof.
- The Site may contain certain historical information which is not current and is provided for reference only. We reserve the right to modify the contents of the Site at any time, but we have no obligation to update any information on our Site. User agrees that it is User’s responsibility to monitor changes to our Site.
- The WPI will continue to study works of art attributed to the artists on whose oeuvres the CRs focus (collectively, “Artists”) in the years to come. Without limiting the foregoing paragraph 3.b., as new information comes to light and/or as information previously known is re-contextualized, the WPI will reexamine and/or the findings of the Authors, if and as applicable. The WPI expressly reserves the right to amend any CR should new scholarship warrant the reconsideration of its current conclusions, including by withdrawing any Work previously included therein.
- TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE WPI DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM THE WPI OR THROUGH THE SITE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. USER EXPRESSLY AGREES THAT THE USE OF THE SITE IS AT USER’S SOLE RISK. THE SITE, EACH CR AND ARCHIVE, AND ALL CONTENTS OF ANY OF THE FOREGOING ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE,” “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE WPI DOES NOT WARRANT THAT THE SITE, OR ANY INFORMATION OFFERED ON OR THROUGH THE SITE, WILL BE UNINTERRUPTED, OR FREE OF ERRORS, TECHNICAL GLITCHES, HACKING, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DOES NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
- Without limiting the foregoing paragraph 3.d., no statement contained in any CR or Archive, including without limitation the appearance (i.e., inclusion) or non-appearance (i.e., exclusion) in any CR of any work of art currently or historically attributed to any Artist or considered for such attribution (each, a “Work”), is intended as nor shall be relied upon as a representation of fact; rather, each such statement is intended to be and shall constitute a statement of the opinion of its Author, based on the scholarly interpretation of the information and circumstances known to the Author at the time such statement was made.
- One or more of the members of the WPI’s board may be in the business of buying and selling art as principal or as a dealer, including artworks by the Artists. The WPI was founded and is supported and/or governed by members of the Wildenstein and Plattner families, some of whom have large holdings of and/or extensive dealings with such artworks.
- The WPI retains the right to respond to any inquiry about any Work in any CR, including any inquiry received from any third-party who, in the WPI’s opinion and sole discretion, has a reasonable scholarly or economic interest in such Work. Notwithstanding the foregoing, the WPI has no obligation to respond to any such inquiries.
- The WPI does not necessarily own copyright(s) in or to the images contained in any CR or Archive, and does not grant any license or permission to User to make any reproduction, distribution, or other use thereof.
- In accessing the Site (including any CR or Archive), User may be exposed to images of Works that depict instances of graphic nudity and, on occasion, adult themes, or other content not authored or created by the WPI that may be considered offensive, indecent, or otherwise objectionable (collectively, “Adult Content”). The WPI does not censor Adult Content. If User allows any minor to access the Site through User’s account, User will be solely responsible for preventing them from accessing any Adult Content that User may deem inappropriate. Under no circumstances will the WPI be liable in any way for or in connection with any loss or damage of any kind incurred as a result of the access to or use of any such Adult Content posted or displayed on or otherwise transmitted through or from the Site.
- Indemnification; Waiver of Claims. User hereby agrees to indemnify and hold harmless the WPI and its affiliates, officers, managers, directors, members, employees or agents or any of the past, current, or future members of the WPI and each of the representatives, successors, attorneys and assigns of any of the foregoing (collectively, the “Releasees”), from any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, liabilities and demands whatsoever, at law, in equity or otherwise (including reasonable attorneys’ fees for counsel of the indemnified Releasee’s choice, including in-house counsel) (collectively, “Claims”) arising out of or relating to (i) User’s violation of these Terms and/or (ii) User’s use or misuse of the Site, including without limitation any Claim for liability or alleged liability for libel, slander, diminution in value, reliance, or any other claim with respect to any Work (including without limitation in connection with such Work’s inclusion in or exclusion from any CR). USER HEREBY KNOWINGLY AND VOLUNTARILY WAIVES AND RELINQUISHES ALL RIGHTS, IF ANY, TO BRING OR TAKE ANY ACTION OR MAKE ANY CLAIM AGAINST RELEASEES.
- Additional Services. The WPI provides, at its sole discretion, certain additional services, including processing requests for inclusion of Works in forthcoming CRs and/or requests for information about whether a Work was recorded in certain historical archives (collectively with such other services as may be offered by the WPI from time to time, the “Additional Services”). More information about the Additional Services may be found on the portion of the Site entitled Research Requests. In seeking any Additional Services, User will be subject to the terms of any applicable request form or submission agreement (collectively, “Submission Agreements”), including without limitation any additional User representations or warranties required thereby and/or any additional WPI disclaimers set forth therein. In the event of a conflict between any Submission Agreement, on the one hand, and these Website Terms, on the other, the former shall prevail.
- Site Access, Linking. The WPI grants User permission to use the Site as set forth in these Terms, provided that (i) use of the Site and any CR or Archive is solely for User’s personal, non-commercial use; (ii) except as expressly permitted in these Terms, User shall not download, reproduce, redistribute, retransmit, publish, resell, distribute, publicly display or otherwise use or exploit any portion of the Site in any medium without the WPI’s prior written authorization; (iii) User shall not alter or modify any part of the Site other than as may be reasonably necessary to use the Site for its intended purposes; (iv) User shall not engage in any of the prohibited uses as described in paragraph 9 of these Terms, below; and (v) User shall fully comply with these Terms. The Site is controlled by the WPI from the United States of America. The WPI makes no representations that the Site is appropriate or available for use in other locations. If User is accessing or using the Site from other jurisdictions, User does so at his/her/its own risk, and is responsible for compliance with local laws.
- Ownership of and Proprietary Rights to WPI Content. The Site, including all visual interfaces, interactive features, original content, design, compilation, computer code, software, WPI proprietary information and/or intellectual property (including copyrights, service marks, trademarks, and trade names), logos, selection, sequence, “look and feel,” arrangement of items, and all other elements of the Site that are provided by the WPI (collectively, “WPI Content”), are legally protected, without limitation, under U.S. federal and state laws and regulations, as well as applicable foreign laws, regulations and treaties. User shall not acquire any right, title or interest to the WPI Content, except for the limited rights expressly set forth in these Terms.
- Prohibited Uses. As a condition of use of the Site, User hereby represents and warrants that User will not use the Site (including any CR or Archive) for any purpose that is unlawful or prohibited (including, without limitation, the prohibitions in this paragraph 9) by these Terms, and acknowledges that unauthorized or prohibited use of the Site may subject User to civil liability, criminal prosecution, or both under federal, state and local laws. Without limiting the foregoing:
- User agrees not to reproduce, duplicate, copy, sell, resell, trade, license, exploit, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, reverse engineer, disassemble any software, attempt to discover the source code of, nor otherwise make unauthorized use of the Site, the WPI Content (including without limitation any CR, Archive) nor any part of any of the foregoing unless permitted under these Terms or with the prior written authorization of the WPI and any applicable licensors.
- User agrees not to defame, harass, abuse, threaten, stalk or defraud third-parties through the Site, or collect, or attempt to collect, personal information about third-parties without their consent (or use the Site to engage in such conduct).
- User agrees not to remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of any part of the Site, or features that enforce limitations on the use of the Site.
- User agrees not to attempt to gain unauthorized access to the Site or the WPI Content (including without limitation any CR, Archive, or portion thereof), nor to any computer systems or networks connected to any of the foregoing, by or through any means, including without limitation (i) request, hacking, password mining or any other means; (ii) obtaining or attempting to obtain any materials or information through any means not intentionally made available through the Site; (iii) using or attempting to use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express prior written permission, or (iv) bypassing or attempting to bypass any other measures we may use to prevent or restrict access to the Site.
- User agrees not to intentionally interfere with the proper working of the Site (including without limitation any CR, Archive, or portion thereof) or any activities conducted through the Site nor to damage, interrupt, overburden, impair, or disable the operation of the Site or any third-party’s use or enjoyment of it or seek to do any of the foregoing by or through any means, including without limitation by (i) uploading or otherwise disseminating viruses, worms, spyware, adware, or other malicious code, (ii) placing a disproportionate load on the Site with the intended result of denying service to third-parties, or (iii) sending mass unsolicited messages or “flooding” servers.
- User agrees not to use framing techniques to enclose any WPI Content or any aspect of the Site (including without limitation any CR, Archive, or portion thereof), nor to use any meta tags or any other “hidden text” using any of the foregoing, without the prior written authorization of the WPI and any applicable licensors.
- LIMITATIONS BY APPLICABLE LAW; BASIS OF THE BARGAIN.
- CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF USER RESIDES IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO USER, AND USER MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES, OR LIABILITY CONTAINED IN THESE TERMS APPLY TO USER TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE APPLICABLE JURISDICTION.
- USER ACKNOWLEDGES AND AGREE THAT THE WPI HAS OFFERED ACCESS TO THE SITE AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN USER AND THE WPI, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN USER AND THE WPI. USER ACKNOWLEDGES AND AGREES THAT THE WPI WOULD NOT BE ABLE TO PROVIDE THE SITE TO USER ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
- Dispute Resolution; Governing Law.
- a. If, notwithstanding paragraph 5 of these Terms, above, User brings any Claim against any of the Releasees, such Claim, and any and all other disputes, claims or controversies arising out of or relating to this Agreement, shall be submitted for a mandatory mediation to Judicial Arbitration and Mediation Services, Inc. (“JAMS”) or another international provider of ADR chosen by the WPI in its sole discretion, and if the matter is not resolved through mediation, then it shall be submitted for final and binding arbitration in New York City (if to JAMS, pursuant to its Streamlined Arbitration Rules and Procedures).
- b. User agrees that New York law, without regard to its conflicts of law principles, shall govern any action at law or in equity arising out of or relating to these Terms or the Site. Judgment on any award may be entered in any court having jurisdiction, for which purpose User hereby consents and submits to the personal and exclusive jurisdiction and venue of the federal and state courts of New York. This clause shall not preclude any Party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator shall, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing Party.
- c. In connection with any third-party Claim for which User is required under paragraph 5 of these Terms, above, to indemnify any Releasee, the WPI reserves the right, at such User’s expense, to assume the exclusive defense and control thereof, and User agrees to cooperate with our defense of such Claims. User agrees not to settle any Claim giving rise to User’s indemnification obligations without the prior written consent of the WPI. The WPI will use reasonable efforts to notify User of any such Claim upon becoming aware of it.
- d. Without limiting the paragraphs 5 or 11.a.-c. of these Terms, above, in any action or proceeding commenced to enforce any right or obligation under these Terms, USER HEREBY WAIVES ANY RIGHT USER MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.
- The WPI reserves all rights not expressly granted in these Terms. No provision of these Terms in favor or for the benefit of the WPI may be waived without a written instrument executed by the WPI. The failure of the WPI to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
- If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
- The Terms and any rights and licenses granted hereunder, may not be transferred or assigned by User, but may be assigned by the WPI without restriction. Any assignment attempted to be made in violation of these Terms shall be void.
- The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.
- These Terms (including any Guidelines) contain the entire agreement between the WPI and User with respect to User’s access to the Site and to each CR and Archive, and supersede any and all other prior and contemporaneous agreements and understandings between the Parties, whether oral or written, rendering all such prior agreements and understandings null and void.