Terms of Use

Anoko, Inc. (“ANOKO,” “we,” “us,” or “our”) welcomes you to our art community.  The services provided by ANOKO are limited to: (i) hosting or sponsoring events “offline”, (ii) providing discounts and VIP access to the products and services of our partners, (iii) fostering an online / digital community and (iv) providing art advisory services (collectively, the “Services”).

In addition to providing our Services in-person at our events that we host and sponsor and through our partners, we provide you access to our Services through our website located at www.anokoart.com (the “Site”), through third-party social media websites such as Facebook and Instagram (each, a “Third-Party Site”), and through a digital membership card powered by Passkit, Inc. that is compatible with either Apple or Android wallet (the “Digital Card;” and, collectively with the Site and any Third-Party Sites, the “Platform”) subject to these Terms of Use, which may be updated by us from time to time without notice to you.  By browsing the public areas of the Platform or by accessing and using our Services, you acknowledge that you have read, understood, and agree to be legally bound by the terms and conditions of these Terms of Use and the terms and conditions of our Privacy Policy, which are hereby incorporated by reference (collectively, this “Agreement”).  If you do not agree to any of these terms, then you are not permitted to use the Platform.

We have a separate agreement governing more specific terms of your ANOKO membership (the “Membership”), including our “house rules” when attending ANOKO events and engaging with other ANOKO members, and usage of the Digital Card.  Please refer to the back of your Digital Card for details.

THE SECTIONS BELOW TITLED “DISPUTES; GOVERNING LAW” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.  THEY AFFECT YOUR LEGAL RIGHTS.  PLEASE READ THEM.

Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Policy.

1.PAYMENT OF MEMBERSHIP FEE

Upon approval or renewal of your Membership, your Membership fees become payable immediately. By providing us with your credit card details, you accept and consent to your card being charged with Membership fees upon your application being approved or renewed.

Membership is for a minimum of one year and renewable thereafter on an annual basis.  Failure to pay the annual subscription within one month of the due date after being notified by us will result in a termination of your Membership.

2.DESCRIPTION AND USE OF OUR SITE

We provide Visitors, Trial Members and Registered Members with access to the Site as described below.

Visitors.  Visitors, as the term implies, are people who do not register with us, but want to explore the Platform.  No login is required for Visitors.  Visitors can: (i) view all content and access all publicly-available features and functionality on the Platform and (ii) contact us.

Trial Members. Trial Members, are people who have not paid for a Membership with ANOKO, but wish to explore the Platform and Services.  No login is required for Trial Members.  Trial Members can do all the things that Visitors can do, and: (i) download the Digital Card and (ii) subscribe to ANOKO communications, alerts and other notifications.

Registered Members. Registered Members are people who have paid for a Membership with ANOKO. Registered Members can do all the things that Visitors and Trial Members can do, and: (i) access additional features and functionality available only to Registered Members; (ii) create, access, manage, and update their own personal accounts on the Platform; and (iii) post comments, reviews, and other content on the Platform and/or interact with other Registered Members of the Platform (all content and information provided by Registered Members in connection with the foregoing is collectively referred to herein as “Registered Member Content”).

ANOKO is under no obligation to accept any individual as a Trial Member or Registered Member and may accept or reject any registration in its sole and complete discretion.  In addition, ANOKO may deactivate any account at any time, including, without limitation, if it determines that a Trial Member or Registered Member has violated these Terms of Use.

3.RESTRICTIONS ON USE / “COMMUNITY GUIDELINES”

By accessing and/or using the Platform or the Services, you agree to comply with the following restrictions on use:

  • You will comply with all applicable laws in your use of the Platform and will not use the Platform for any unlawful or otherwise fraudulent purpose;
  • You will not upload, post, e-mail, transmit, or otherwise make available any Registered Member Content that:
  • infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
  • constitutes promotion or advertising of any third-party website, product or service; or
  • is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity; or
  • discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.
  • You will not “stalk,” threaten, or otherwise harass another person;
  • You will not access or use the Platform to collect any market research for a competing business;
  • You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • You will not interfere with or attempt to interrupt the proper operation of the Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Platform through hacking, password or data mining, or any other means;
  • You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Platform;
  • You will not use any robot, spider, scraper, or other automated means to access the Platform for any purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the public portions of the Platform for the sole purpose of and solely to the extent necessary for creating publicly-available searchable indices of the materials, but not caches or archives of such materials;
  • You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and.
  • You will let us know about inappropriate Registered Member Content of which you become aware.

We have the right, but not the obligation, to review and reject or remove content that, in our sole discretion, does not adhere to these Community Guidelines.  We also reserve the right, in our sole and absolute discretion, to deny you access to the Platform, or to any portion of the Platform, without notice.

4.SIGN-IN EMAIL; PASSWORD; UNIQUE IDENTIFIERS

If you wish to register for the Platform and do not log into the Platform using a third-party login provider (e.g., Facebook or LinkedIn), you will be prompted to create an account, which includes a sign-in email (“Sign-In Email”), a password (“Password”), and perhaps certain additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers”).  When creating your account, you must provide true, accurate, current, and complete information.  Each Sign-In Email and corresponding Password can be used by only one Registered Member.  You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered or payments made through the Platform using one or more of them.  You will promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier.  We reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time and for any reason and shall have no liability to you for any loss or damage caused by such action.  ANOKO will not be liable for any loss or damage caused by any unauthorized use of your account.

5.INTELLECTUAL PROPERTY

The Platform contains material, such as software, text, graphics, images, designs, sound recordings, audiovisual works, and other material provided by or on behalf of ANOKO (collectively referred to as the “Content”).  The Content may be owned by us or third parties.  The Content is protected under both United States and foreign laws.  Unauthorized use of the Content may violate copyright, trademark, and other laws.  You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement.  No other use is permitted without prior written consent from us.  You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content.  You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose.  The use or posting of the Content on any other website, mobile application or in a networked computer environment for any purpose is expressly prohibited.

If you violate any part of this Agreement, your permission to access and/or use the Content and the Platform is subject to termination and you must immediately destroy any copies you have made of the Content.

The trademarks, service marks, and logos of ANOKO (the “ANOKO Trademarks”) used and displayed on the Platform are registered and unregistered trademarks or service marks of ANOKO.  Other company, product, and service names located on the Platform may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with ANOKO Trademarks, the “Trademarks”).  Nothing on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use.  Use of the Trademarks as part of a link to or from any Platform is prohibited unless establishment of such a link is approved in advance by us in writing.  All goodwill generated from the use of the ANOKO Trademarks inures to our benefit.

Elements of the Platform are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors.  None of the Content may be retransmitted without our express, written consent for each and every instance.

6.REGISTERED MEMBER CONTENT

As noted above, the Platform provides Registered Members the ability to post and upload Registered Member Content.  You expressly acknowledge and agree that once you submit your Registered Member Content, it will be accessible by others, and that there is no confidentiality or privacy with respect to such Registered Member Content, including, without limitation, any personally identifying information that you may make available.  YOU, AND NOT ANOKO, ARE ENTIRELY RESPONSIBLE FOR ALL REGISTERED MEMBER CONTENT THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE PLATFORM.

You retain all copyrights and other intellectual property rights in and to your own Registered Member Content.  You do, however, hereby grant us and our sublicensees a non-exclusive, royalty-free, freely sublicensable, perpetual license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for profit) your Registered Member Content and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised.  You also grant us and our sublicensees the right, but not the obligation, to use your Registered Member Content, your Sign-In Name, name, likeness, and photograph in connection with any use of the related Registered Member Content permitted by the previous sentence and/or to advertise and promote the Platform, ANOKO, and our products and services.  Without limiting the foregoing, you acknowledge and agree that uses of your Registered Member Content, name, likeness, and photograph permitted by the foregoing rights and licenses may include the display of such Registered Member Content, name, likeness, and photograph adjacent to advertising and other material or content, including for profit.

If you submit Registered Member Content to us, each such submission constitutes a representation and warranty to ANOKO that such Registered Member Content is your original creation (or that you otherwise have the right to provide the Registered Member Content), that you have the rights necessary to grant to ANOKO the license to the Registered Member Content as set forth above, and that it and its use by ANOKO and third parties as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates this Agreement.

7.COMMUNICATIONS WITH US; CONFIDENTIAL INFORMATION

Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information.  With respect to all e-mails and communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.

8.NO WARRANTIES; LIMITATION OF LIABILITY

THE PLATFORM, THE SERVICES AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE PLATFORM OR CONTENT WILL OPERATE ERROR-FREE OR THAT THE PLATFORM, ITS SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.

WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.  IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE PLATFORM, THE SERVICES, OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE PLATFORM, THE SERVICES, OR THE CONTENT SHALL BE LIMITED TO THE MONIES YOU HAVE PAID US IN CONNECTION WITH YOUR USE OF THE PLATFORM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.

NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

9.EXTERNAL SITES

The Platform may contain links to third-party websites, including, without limitation, websites maintained or owned by other Registered Members (“External Sites”).  These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Platforms.  The content of such External Sites is developed and provided by others.  You should contact the Platform administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites.  We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites.  You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs.  If you decide to access linked External Sites, you do so at your own risk.

10.INDEMNIFICATION

You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your misuse of the Content, the Services, or the Platform.  We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding.  We reserve the right, at your expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this section.  In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

11.COMPLIANCE WITH APPLICABLE LAWS

The Platform is based in the United States.  We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States.  If you access or use the Platform or the Content from outside of the United States, you do so at your own risk.  Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

12.TERMINATION OF THE AGREEMENT

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Platform, at any time and for any reason without prior notice or liability.  We reserve the right to change, suspend, or discontinue all or any part of the Platform at any time without prior notice.

13.DISPUTES; GOVERNING LAW

Any dispute arising out of these Terms of Use, the Website, the Content, or the Platform (each, a “Dispute”), will be first addressed by good faith negotiation between the parties. If after a good faith negotiation the parties are unable to resolve the Dispute, they must commence mediation through the Volunteer Lawyers for the Arts or another comparable mediation organization. If after a good faith effort in mediation the parties are unable to resolve the Dispute, they must proceed to binding arbitration through the American Arbitration Association. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule. NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE A CLAIM IN COURT OR TO HAVE A JURY TRIAL. DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION.

14.CLASS ACTION WAIVER

You agree that any mediation, arbitration or other proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

15.MISCELLANEOUS

The following provisions will survive any expiration or termination of this Agreement: “Intellectual Property,” “Registered Member Content,” “Communications with Us,” “No Warranties; Limitation of Liability,” “Indemnification,” “Termination of the Agreement,” “Governing Law; Disputes,” “Class Action Waiver,” and “Miscellaneous.”

Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement.  No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.  If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. With the exception of the terms contained on the Digital Card and except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter.  The section headings are provided merely for convenience and shall not be given any legal import.  This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.

Copyright 2017 ANOKO, Inc. All rights reserved