Welcome to the MatchBook website ("site") administered and operated by the New England Foundation for the Arts ("NEFA," "We," "Us," "Our"), and developed in conjunction with the New England state arts agencies ("SAAs"): The Connecticut Commission on Culture & Tourism, the Maine Arts Commission, the Massachusetts Cultural Council, the New Hampshire State Council on the Arts, the Rhode Island State Council on the Arts, and the Vermont Arts Council. The purpose of this site is to establish an "Online Cultural Marketplace" in New England where You, the user, can collaborate professionally with a diverse group of other like-minded resources, such as artists, institutions, SAAs, presenters, and venues, for example. This collaboration may consist of many different types of interactions, including sharing or gaining specialized knowledge, obtaining access to funding and grants, finding a performance venue, locating an artist or performer, or simply expanding Your network of contacts.
This Terms and Conditions of Use ("TCU" or "Agreement") is made by and between Us and You, the user of this site. Use of this site is provided to You subject to this Agreement, which may be updated or modified from time-to-time at Our sole discretion. You hereby agree as follows:
- License. Subject to the terms and conditions set forth in this Agreement, We agree to provide You with access and use of Our site. There is no fee paid by You for access. Your access to the site is provided pursuant to a free, limited, revocable, and non-exclusive license provided by Us.
- Accessibility. You understand and agree that the site may, at times, be inaccessible or inoperable for any reason, including, but not limited to: (i) equipment or communications malfunctions; (ii) periodic maintenance, repairs, or administrative reviews which We may undertake from time-to-time; or (iii) causes beyond Our control or which are not foreseeable by Us.
- Equipment. You shall be solely responsible for providing, maintaining, and ensuring compatibility with the site, all hardware, software, electrical, and other physical requirements for Your use of Our site, including, but not limited to, telecommunications and internet access connections and links, web browsers or other equipment, and programs or services required to access and use the site.
- Proprietary Rights. All or portions of this site are proprietary to Us and are protected by intellectual property laws and/or treaties, including, but not limited to, copyright, trademark, service mark, trade secret, and patent laws. You agree to use this site for Your own personal use only and shall not copy, duplicate, display, transmit, distribute, modify, or prepare derivative works for any other purpose unless We give You express written permission to do so.
- No Redistribution or Resale. You agree not to reproduce, duplicate, copy, sell, resell, lease, distribute, redistribute, or exploit any portion of the site, its use, or any access to it, for commercial purposes.
- No Interference or Circumvention. You agree that You shall not use, implement, or employ, or directly or indirectly aid, encourage, or solicit anyone else from using, implementing, or employing any automated or manual device, process, or program (e.g. robot, spider, spyware, adware etc.) designed: (a) to monitor, observe, track, gather, copy, or transmit any of the content or User information contained on Our site; or (b) to deliver promotional, advertising, or marketing material to users (e.g. pop-up advertisements) without Our express written permission. You further agree that You shall not use, implement, or employ, or directly or indirectly aid, encourage, or solicit anyone else from using, implementing, or employing any automated or manual device, process, or program that interferes, circumvents, encumbers, or attempts to interfere, circumvent, or encumber the operation of Our site.
- Linking and Framing. You agree not to bypass or attempt to bypass the home page of Our site and "deep-link" to any other websites or frame Our content within another website or copy or use it in another medium without Our express written permission. Our site or other users may also provide links to other websites in the content they post and contribute. These links are not intended to imply any relationship, sponsorship, affiliation, or endorsement. We do not exercise any control over these other sites. We are not responsible or liable, either directly or indirectly, for the availability or accessibility of these other websites, any transmissions initiated by or between You and the other site, any products or services sold on the site (if any), any of the content posted on the other site, or Your reliance upon such content. If You discover a link on the site which makes illegal or infringing content available to Our users or other parties, please notify Us so that We may determine, in Our sole discretion and pursuant to Section 11, to remove or disable it.
- License. By submitting any content to Our site, You grant to Us a perpetual, unlimited, irrevocable, royalty-free, non-exclusive, assignable, and worldwide license, to make, copy, perform, publish, display, distribute, transmit, translate, modify, prepare derivative works and use the content in other works in any form, media, or technology now known or hereinafter developed for the full term of any rights that may exist in that content. You also agree to waive and never assert any moral rights that You may have in the content submitted to Our site.
Unacceptable Use and Content Policy.
You are solely responsible for any and all acts and omissions that occur while You use this site, and You shall not engage in any unacceptable uses, which includes, but is not limited to, use of the site to: (a) disseminate, store or transmit unsolicited messages, chain letters, or unsolicited commercial e-mail (also known as "spam"); (b) disseminate or transmit content that is abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, or malicious; (c) disseminate, store, or transmit files, text, graphics, software, or other content that actually or potentially infringes the copyright, trademark, patent, trade secret, intellectual property rights, or rights of privacy or publicity of any person or instruct any person how to do so; (d) post, disseminate, or transmit any false, fraudulent, inaccurate, or deceptive information; (e) create a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication; (f) impersonate any person or entity, including, but not limited to, a NEFA or SAA employee or agent; (g) export, re-export, or permit downloading or transfer of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses or exemptions; (h) interfere, disrupt, or attempt to gain unauthorized access to other passwords or accounts on the site or on any other computer network; (i) disseminate, store, or transmit viruses, Trojan horses, or any other malicious code or program; (j) harm minors in any way; (k) solicit personal information from anyone under eighteen (18) years of age; (l) solicit confidential information; (m) interfere with or disrupt the site, servers, or network connected to provide service to the site; (n) provide instructional information about illegal or unlawful products, services, or activities; (o) "stalk" or otherwise harass another person; (p) intentionally or unintentionally violate any applicable local, state, national or international laws; (q) engage in outside commercial or business activities without Our express written consent; (r) delete, modify, or revise any material posted by another party without authorization; and/or (s) engage in any other activity deemed by Us, in Our sole discretion, to be objectionable or unacceptable.
One or more violations of this policy may result in termination or suspension of Your access and ability to use this site. In addition, as stated in more detail in Section 11, We and/or the respective SAA may, in Our sole discretion, make changes to Your Content and Postings (as defined in Section 10) as We deem appropriate.
Our site is being hosted by Rackspace, Ltd. ("Rackspace"), a third party service provider, which also has an acceptable use policy ("Rackspace Acceptable Use Policy") to which We are bound. This policy may be viewed at: http://www.rackspace.com/aboutus/acceptable_use.php and is expressly incorporated by reference herein to the extent that it applies to Your conduct while using Our site. Any violation of the Rackspace Acceptable Use Policy by You shall constitute a violation of this section.
- No Pre-Screening. You understand that We are a passive conduit for the on-line distribution and publication of information and content submitted by others, such as You and other users, and that We do not screen information or content in advance. We do not pre-screen any users who provide information or content to You (or You to them) or may otherwise respond to Your postings, profiles, memos, e-mails, claims, statements, announcements, rosters, solicitations, classified advertisements, or requests (collectively, "Content and Postings"). Said Content and Postings are made without Our knowledge or intervention at that time. We have not verified, confirmed, investigated, inspected, or corroborated any of the Content and Postings which are contributed by You or by other users. You assume sole risk and responsibility for contributing Content and Postings and for answering, contacting, investigating, meeting, interacting with, soliciting, and/or transacting business with any other users or other respondents to Your Content and Postings. UNDER NO CIRCUMSTANCES WE WILL BE LIABLE IN ANY WAY FOR ANY LOSS OR DAMAGE ASSOCIATED WITH THE CONTENT AND POSTINGS MADE, RECEIVED, OR RELIED UPON BY YOU.
- Good Samaritan Content and Complaint Procedures Policy.
- Policy. We have provided many opportunities for You to contribute Content and Postings to Our site through various features, such as compiling a profile, posting classified advertisements, and drafting and distributing "memos," for example. It is Our policy, however, not to allow any Content and Postings at this site which may constitute intellectual property infringement; violations of federal, state, or local law; obscene or defamatory material, or may otherwise be unacceptable, inappropriate, objectionable, or inaccurate. Upon learning of such Content and Postings, We will attempt, and You hereby give Us and/or the respective SAA the right, to delete, edit, remove, disable, change, or restrict access to or the availability of Content and Postings that, in Our sole discretion, is otherwise unacceptable, objectionable, or inaccurate. We and/or the respective SAA may or may not notify You about what action is taken with respect to the disputed content. The provisions of this section are intended to implement this policy but are not in any way intended to impose a contractual obligation on Us to undertake, or refrain from undertaking, any particular course of conduct.
- Complaint Procedures. If You believe that another user or other third party has posted content which violates this policy or the Unacceptable Use and Content Policy in Section 9, there are two (2) ways You can inform Us:
- Via Site. Certain areas of the site will allow You to "flag" content automatically by promptly completing a form and submitting it to Us electronically for Our review.
- Via Mail. If this feature is unavailable or if You would prefer to notify Us via mail (or both), You must promptly notify MatchBook via first class mail or other nationally recognized courier at: New England Foundation for the Arts, 145 Tremont Street, 7th Floor, Boston, MA 02111-1214. In order to allow Us to respond effectively, please provide Us with as much information as possible, including: (1) the nature of the right infringed or violated (including the registration numbers of any registered trademarks or patents allegedly infringed) or the unacceptable or inappropriate content; (2) all facts which lead You to believe that a right has been violated or infringed, if applicable; (3) the precise location where the offending content is located; (4) any grounds to believe that the party or user which posted the content was not authorized to do so or did not have a valid defense (including the defense of fair use), if applicable; (5) if known, the identity of the party or user who posted the infringing, offending, or inappropriate content, if applicable; and (6) in the case of alleged copyright infringement claims, information sufficient to identify the work and Your claims to ownership.
- Indemnification/Waiver of Certain Rights. By contacting Us and complaining of an alleged violation, You agree that the substance of Your complaint shall be deemed to constitute a representation made under the pains and penalties of perjury pursuant to the laws of the Commonwealth of Massachusetts. In addition, You agree, at Your own expense, to defend and indemnify Us and hold Us harmless against all claims which may be asserted against Us, and all losses incurred, as a result of Your complaint and/or Our response to it.
- Waiver of Claims and Remedies. We expect all users of Our site to take responsibility for their own actions and cannot and do not assume liability for any acts of third-parties which take place at Our site. By taking advantage of the Good Samaritan procedures set forth herein, YOU WAIVE ANY AND ALL CLAIMS OR REMEDIES WHICH YOU MIGHT OTHERWISE BE ABLE TO ASSERT AGAINST US UNDER ANY THEORY OF LAW (INCLUDING, BUT NOT LIMITED TO, INTELLECTUAL PROPERTY LAWS) THAT ARISE OUT OF OR RELATE IN ANY WAY TO THE CONTENT AND POSTINGS AT THIS SITE OR OUR RESPONSE, OR FAILURE TO RESPOND, TO A COMPLAINT.
- Investigation/Liability Limitation. You agree that We have the right, but not the obligation, to investigate any complaint received. By reserving this right, We do not undertake any responsibility in fact to investigate complaints or to remove, edit, disable, or restrict access to or the availability of content. We support free speech on the Internet and on Our site and therefore will not act on complaints that We believe, in Our sole discretion, to be deficient or incomplete. If You believe that content remains on this site that violates Your rights, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE AGAINST THE USER OR OTHER PARTY RESPONSIBLE FOR SAID CONTENT AND POSTINGS, NOT AGAINST US. AS STATED IN SECTION 14, YOUR SOLE AND EXCLUSIVE REMEDY AGAINST US SHALL BE TO TERMINATE YOUR USE OF THIS SITE AND SERVICE.
- Digital Millennium Copyright Act Compliance. As set forth in Subsection (b), You must contact Our agent if You believe that a work protected by a U.S. Copyright which You own has been posted on Our site without authorization. It is Our policy to terminate, in appropriate circumstances, the access rights of repeat infringers and other users who use this site in an inappropriate or objectionable manner.
- Representations and Warranties. You represent and warrant the following: (i) You are over eighteen (18) years of age; (ii) You have the right, power, and authority to enter into and perform this Agreement; (iii) The information that You provided when registering to use Our site is accurate, truthful, reliable, and current; (iv) You will not use Our service or site for any unacceptable uses, as listed in Section 9; and (v) You will not use Our website or service to violate any federal, state, and/or local law.
- Disclaimer of Warranties. THIS SITE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. USE OF THE SERVICE IS AT YOUR SOLE RISK. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (B) THAT THE SITE, OR THE SERVICE PROVIDED BY US, WILL MEET YOUR REQUIREMENTS; (C) THAT THE SITE WILL BE SECURE, UNINTERRUPTED, ACCESSIBLE, OR ERROR-FREE; AND/OR (D) THAT ANY INFORMATION, DATA, OR CONTENT AND POSTINGS OBTAINED FROM THE SITE WILL BE ACCURATE, RELIABLE, COMPLETE, TIMELY, OR FREE FROM VIRUSES OR OTHER FORMS OF MALICIOUS OR DESTRUCTIVE CODE. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US, WHETHER IN ORAL, WRITTEN, OR ELECTRONIC FORM, RELATING TO YOUR USE OF THIS SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
- Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE SITE OR SERVICE, OR THE INTERNET GENERALLY, INCLUDING, BUT NOT LIMITED TO: (A) YOUR USE OR INABILITY TO USE THE SITE; (B) ANY CHANGES TO OR INACCESSIBILITY OF THE SITE; (C) ANY DELAY, FAILURE, UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY TRANSMISSION OR DATA; (D) ANY CONTENT AND POSTINGS OR DATA TRANSMITTED OR RECEIVED (OR NOT TRANSMITTED OR RECEIVED) BY/FROM YOU; AND (E) ANY CONTENT AND POSTINGS OR DATA FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SITE; WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHERWISE. SOME STATES PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. YOUR SOLE AND EXCLUSIVE REMEDY AT LAW AND IN EQUITY SHALL BE TO TERMINATE YOUR USE OF THIS SITE AND SERVICE.
- Reliance upon Limitations. THE PARTIES ACKNOWLEDGE THAT WE HAVE ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMER OF WARRANTIES AND DAMAGES AS SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATION AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
- Indemnification. You agree to indemnify, hold harmless, and defend Us, Our directors, employees, and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney's fees, asserted by any person or entity, arising out of or relating to: (a) this Agreement and/or any breach or threatened by You thereof; (b) Your use of the site, including any data, Content and Postings, or material transmitted or received by You; (c) any unacceptable or objectionable use of the site; (d) any negligent or willful misconduct by You; and (e) as otherwise provided in this Agreement.
- Modification and Amendment. We have the right, at any time, to modify or amend the terms of this Agreement. As stated above, should this Agreement be modified or amended, You will be notified via e-mail. Any use of the site by You after said notification shall constitute Your acceptance of the modified or amended terms. No modification made by You shall be binding upon Us unless it is made in writing and signed by Us.
- Force Majeure. If the performance of any part of this Agreement by either party is prevented, hindered, delayed, or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God, or any other causes beyond the control of either party, that party shall be excused to the extent that it is prevented, hindered, or delayed by such causes.
- Severability. If any one or more of the provisions contained in this Agreement shall for any reason be found to be invalid, illegal, or unenforceable in any respect, said finding shall not affect the remaining provisions of this Agreement, which shall be enforceable to the fullest extent permitted by law.
- Governing Law and Forum. This Agreement is made in, and shall be governed by, the laws of the Commonwealth of Massachusetts, excluding its conflicts-of-law provisions. All actions, claims, or disputes arising under or relating to this Agreement shall be brought in the state courts of Boston, Massachusetts exclusively. You irrevocably submit and consent to the exercise of personal jurisdiction over You by the state courts in Massachusetts.
- Remedies. In order to avoid irreparable injury to Us, in the event of any breach or threatened breach by You of the provisions of this Agreement, We shall be entitled to an injunction and/or other equitable relief restraining such breach. Nothing in this Agreement shall be construed as prohibiting Us from pursuing any other remedies available to Us for such breach or threatened breach, including the recovery of monetary damages from You.
- No Third Party Beneficiaries. No provision of this Agreement is intended to create, and does not create, any rights in or benefits to any third party.
- Notice. All notices relating to the site or Your use thereof shall be deemed to be delivered when sent to You: (1) by either first class or non-profit postage to the address provided by You when registering to use the site; or (2) via e-mail to the address provided by You when registering to use the site. Except as may be provided elsewhere in this Agreement, all notices to Us shall be sent via first class mail or other nationally recognized courier, whereby receipt is recorded, to: New England Foundation for the Arts, 145 Tremont Street, 7th Floor, Boston, MA 02111-1214.
- Termination. Either party may terminate this Agreement at any time without notice to the other party. Upon termination, Your access and use of the site will be discontinued and terminated.
- Survivability. The respective rights and obligations of the parties pursuant to Sections 10 through 16, inclusive, Sections 23 and 24, and as otherwise provided in this Agreement, shall survive any termination or expiration of this Agreement.
- Headings and Order. The headings and sequential order of the sections contained in this Agreement are for convenience or reference only and shall have no substantive or procedural effects in construing the provisions of this Agreement.