Latitudes Art Fait Terms Of Use

Last Updated: 27 August 2020

Welcome to latitudes.online. The Terms of Use set out in this document ("Terms") constitute an agreement between you  (“you" or "your") and L'mad Collection CC (trading as Latitudes Art Fair), a close corporation incorporated under the laws of South Africa, with registration number 2009/173898/23 ("Latitudes Art Fair" or "we" or "our" or "us"). The Terms govern your access to and use of our website and services (collectively, "Services"). By accessing or using our Services in any way, you agree to these Terms. If you do not agree to these Terms, you are not permitted to access or use our Services. Please read these Terms carefully, and feel free to contact us if you have any questions.

 

  1. 1. Definitions and Interpretation

In these Terms:

    1. 1.1 "Content" means any and all images, text, information, data, audio, video, graphics, computer code, software, and other material provided on or through our Services, including when we send you email. Content includes both Latitudes Art Fair Content and User Content.
    2. 1.2 "Latitudes Art Fair Content" means any and all Content that we provide on or through our Services, including Content that we shall have licensed from a third party, but excluding User Content.
    3. 1.3 “South Africa” means the Republic of South Africa;
    4. 1.4 “User” means any person or entity that accesses or uses our Services in any way, whether or not they register for a Latitudes Art Fair account, including you.
    5. 1.5 "User Content" means any and all Content that a User submits, posts, publishes or otherwise provides on or through our Services.
    6. 1.6 "Your User Content" means any and all User Content that you submit, post, publish and/or otherwise provide on or through our Services.

     

  1. 2. General Terms
    1. 2.1 You may use our  Services only if you can form a binding contract with us, and only as permitted by law. You are not allowed to use our Services if you are a person under the age of 13 (thirteen), provided that you will not be able to use our Services for buying or selling any properly unless you are over the age of eighteen (18), as more fully dealt with in clause 8.2.
    2. 2.2 Additional eligibility requirements may apply to some Services, and we will notify you of those requirements in these Terms, via email or otherwise in connection with those Services.
    3. 2.3 If you are using our Services on behalf of a company or other entity, you represent and warrant that you are at least eighteen (18) years old, and that you are authorised to bind that company or other entity to these Terms, in which case the terms "you" and "your" in these Terms will refer to that entity.
    4. 2.4 You will need to register on our website for a Latitudes Art Fair account in order to use some of our Services. You agree to provide only true and accurate information in connection with your account, and to update all such information as necessary to keep it accurate and current.
    5. 2.5 You are responsible for maintaining the confidentiality of your account password, and for all activities that occur through your account. You agree to notify us immediately if you suspect or become aware of any unauthorised access to or use of your account or other breach of security on our Services.
    6. 2.6 The permission we give you to register for a Latitudes Art Fair account and use our  Services under these Terms is non-exclusive and non-transferable. You are not allowed to rent, sell, lease, sublicense or otherwise transfer your Latitudes Art Fair account, or any access to or use of our Services, to any third party.
    7. 2.7 We may reclaim or repurpose any username or URL on our  Services, at any time at our sole discretion, for any reason, including if we believe it is necessary to comply with the rights of a third party.
    8. 2.8 You consent to receive communications from us electronically, and you agree that we may communicate with you by posting notices about our Services and/or by email. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that all notices we provide to you by email will be considered received by you on the   day that we send them. If you register for a Latitudes Art Fair account or otherwise provide us with an email address, you agree that we are not responsible for any automatic filtering that you or your network provider may apply to any email that we send to the email address you provided. If at any time you would like to withdraw your consent to receive emails, please use the "unsubscribe" button on the email, or contact us at [email protected] to do so, however it is understood and agreed by you that if you withdraw consent, you may not be able to participate in all Services offered.
    9. 2.9 You are responsible for providing any equipment (such as computers or mobile devices) and network access necessary for you to use our Services or communicate with us at your own cost.

     

  1. 3. Ownership
    1. 3.1 All Latitudes Art Fair Content is owned by Latitudes Art Fair or by others who have licensed their Content to us, and is protected by international copyright laws, trademark laws and/or other proprietary rights and laws. Our Services are also protected as a compilation and/or collective work under South African or international copyright laws.
    2. 3.2 The trademarks, service marks, logos, and product names displayed on or in connection with our Services are the registered and/or unregistered trademarks and service marks of Latitudes Art Fair or third parties in South Africa and/or other countries.
    3. 3.3 As between you and Latitudes Art Fair, Latitudes Art Fair owns and retains, solely and exclusively, all rights, title, and interest in and to our Services, the look and feel, design and organisation of our Services, all Latitudes Art Fair Content, and the compilation of all Content on our Services, including all copyrights, moral rights, trademark rights, trade secrets, patent rights, database rights, and other intellectual property and proprietary rights therein.
    4. 3.4 These Terms do not grant you any ownership over any Content, or any intellectual property rights in any Content, except only for any intellectual property rights that you may have in your User Content, which you will remain the Owner of.
    5. 3.5 Neither these Terms nor your use of our Services grants you any license or permission to or under any copyright, trademark, or other intellectual property of Latitudes Art Fair or any third party, whether by implication or otherwise.
    6. 3.6 These Terms do not grant you the right to use any of our trademarks, marks, logos, product names, domain names, or other distinctive brand features in any way.
    7. 3.7 We reserve all rights not expressly granted to you in these Terms.

     

  1. 4. General Terms Applicable To The Content
    1. 4.1 Please note that the Content covers a wide range of art and subject matter, is generally uncensored, and may include nudity or other visual or written material that some people may consider offensive or inappropriate for children and minors. If you allow your child or anyone else to use your computer or other device, it is solely your responsibility to prevent them from accessing any Content that you think is or may be inappropriate for them.
    2. 4.2 Subject to these Terms, you may access and view Content within our Services for your own personal, non-commercial use, in the context of your Latitudes Art Fair User experience, in accordance with the normal functionality and restrictions of our Services.
    3. 4.3 Some Services may enable you to post, embed or transmit some Content in a way that will be accessible to others on our Services or in other locations online (such as other websites and social media services). You may use such Services in accordance with their normal functionality and restrictions. However, the availability of such Services does not imply or give you permission to reproduce, distribute or otherwise use such Content in any other way, whether on our Services or in any other location.
    4. 4.4 If you are a teacher, you may display Content on our Services to your students at a non-commercial indoor lecture or seminar conducted by you, provided you do not reproduce or distribute Content outside our Services in any way that is not specifically otherwise permitted by these Terms. Also, if any of your students’ access or use our Services, these Terms will apply to each of those students individually. However, please note that as per clause 2.1, your students are not allowed to use our Services if they are under the age of thirteen (13) and the provisions of clause 4.1.
    5. 4.5 Except as expressly permitted by these Terms, you must not reproduce, distribute, adapt, modify, translate, create derivative works from, publish or otherwise use any Content in any way without express prior written permission from us or (as applicable) the appropriate third-party rights holder.
    6. 4.6 Any commercial exploitation of any image or other Content without express prior written permission from us or (as applicable) the appropriate third-party rights holder, including any commercialised reproduction, distribution, publishing, or creation of derivative works, is strictly prohibited.

     

  1. 5. User Content And Communications
    1. 5.1 Some Services may enable Users to submit, post, publish or otherwise provide User Content. Each User is solely responsible for all User Content that they provide on or through our Services.
    2. 5.2 We do not endorse or make any representations or warranties of any kind with respect to any User Content and/or any statements, ideas, advice or opinions communicated on, though, or in connection with our Services (whether online, offline, orally, in writing or otherwise) by any User and/or third party, whether with respect to accuracy, completeness, truthfulness, reliability or otherwise. You acknowledge that any use of or reliance on any User Content and/or any such statements, ideas, advice or opinions is solely at your own risk.
    3. 5.3 You acknowledge that we have no obligation to review or screen any User Content, and that by using our Services, you may be exposed to User Content that is inaccurate, misleading, offensive or otherwise objectionable.
    4. 5.4 Some User Content may be marked as "featured" (or marked with other similar language) when it is provided on or through our Services. Such markings are for general informational use only and are not an endorsement, representation or warranty of any kind by us.
    5. 5.5 We reserve the right, but have no obligation, to monitor and/or review any and all User Content and/or communications transmitted on or through our Services, to enforce or investigate potential violations of these Terms or our other policies or agreements with Users, to detect, prevent or otherwise address fraud, security or technical issues, or to otherwise administer, improve or operate our Services and/or customer support, without notice or liability, at any time at our sole discretion. We also reserve the right to access, preserve and/or disclose any User Content if we believe it is reasonably necessary to: (i) respond to claims against us or comply with any law, regulation, legal process or governmental request; (ii) enforce or administer these Terms or our other policies or agreements with Users; (iii) conduct customer support, or detect, prevent or otherwise address fraud, security or technical issues; or (iv) protect or enforce the rights, property or safety of Latitudes Art Fair, you, or others.
    6. 5.6 We reserve the right to remove or refuse to display any User Content on our Services, in whole or part, if we believe that such User Content may violate these Terms, the law or any third-party rights, or for any other reason, without notice or liability, at any time at our sole discretion.
    7. 5.7 You acknowledge that you are in the best position to know if Your User Content may be used in connection with our Services. You are solely responsible for ensuring that Your User Content does not violate any law or regulation, or any right or intellectual property of any third party, including any copyright, moral right, trademark right, trade secret, patent right, privacy right, publicity right, or contractual right.
    8. 5.8 By submitting, posting, publishing or otherwise providing any User Content on or through our Services, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right and license to use, host, store, process, reproduce, distribute, publish, adapt, modify, translate, create derivative works from, publicly perform, and publicly display Your User Content, in any and all media now known or later developed, for the purposes of operating, distributing, promoting, and improving our Services, and developing new Services. You represent and warrant that: (i) you own or otherwise control all of the rights to Your User Content; and (ii) the use of Your User Content does not violate these Terms and will not violate any right of, or cause injury to, any person or entity.
    9. 5.9 Nothing in these Terms will restrict any other rights that we may have or later obtain with respect to Your User Content, such as rights under applicable laws or other licenses.
    10. 5.10 We will not be liable or responsible for any User Content, or for any use of Your User Content by us in accordance with these Terms.

     

  1. 6. Privacy Policy
    1. 6.1 For information about our privacy practices, please see our Privacy Policy, which can be viewed at latitudes.online. Our Privacy Policy is incorporated into and considered part of these Terms.
    2. 6.2 By accessing or using our Services in any way, you agree that your information may be collected, stored, shared, processed, and used in accordance with our Privacy Policy and these Terms.
    3. 6.3 If you encounter or identify any security issues with any of our websites, mobile applications, or Services, you may contact our Engineering Team directly by email at [email protected]. Someone will be in touch, usually within 7 days.

     

  1. 7. Marketplace
    1. 7.1 Our Services include an online marketplace where Users may browse, buy, bid on, list, market, offer for sale, and sell artwork and other property. Our Services also include features that enable Users to contact and communicate with us or other Users about the property listed on our Services or otherwise.
    2. 7.2 Minors are not allowed to use our Services as buyers, bidders or sellers. Any person that uses our Services to buy, bid on, list, market, offer or sell property represents and warrants that they are at least eighteen (18) years old and are otherwise able to enter into and form binding contracts under applicable law.
    3. 7.3 Users must receive our express written permission and may be required (at our sole discretion) to provide additional information and/or to meet additional eligibility requirements before they are allowed to list, market, offer or sell property on or through our Services. For example, sellers may need to complete an additional registration process.  These Terms apply to sellers, but these Terms alone do not give you  permission to use our Services as a seller. Users who may wish to bid and/or buy in auctions may also be required to provide additional documentation (including, without limitation, financial information) before being permitted to do so.
    4. 7.4 As a marketplace, unless otherwise agreed to or noted in writing, we do not own, take title to, have possession of, or sell the property listed, marketed, offered or sold on or in connection with our Services (whether online or offline). We do not sell property on behalf of the seller. All property is offered for sale and sold directly from the seller to the buyer, and we are not a party to any sale. We do not transfer, and are not responsible for transferring, legal ownership or physical possession of property from the seller to the buyer.
    5. 7.5 We may facilitate communication or payment between buyers, prospective buyers, bidders, and sellers in connection with some property. However, such Services are offered for convenience only. We have no agency authority and are not the agent of any buyer, prospective buyer, bidder or seller for any purpose. Our involvement in any sale transaction is limited to providing this marketplace, and, in some cases, accepting payment from the buyer on behalf of the seller in connection with the sale of some property. We may, but are not obligated to, provide intermediary services between buyers, prospective buyers, bidders, and sellers in connection with customer service or dispute resolution matters. In the event we elect in our sole discretion to provide intermediary services, we will attempt to help you resolve disputes in good faith and based solely on our interpretation of our policies, in our sole discretion; we will not make judgments regarding legal issues or claims. Our decision is final and binding on all parties and cannot be appealed, challenged or reversed.
    6. 7.6 We do not endorse or control and are not responsible for the conduct (whether online or offline) of any buyer, prospective buyer, bidder or seller. We make no representations or warranties as to the character, reputation, policies or practices of any buyer, prospective buyer, bidder or seller. We make no representations or warranties that any buyer, prospective buyer, bidder or seller will complete any transaction or otherwise perform as promised (whether or not we collect or agree to collect payment from any buyer on behalf of any seller).
    7. 7.7 We do not endorse or make any representations or warranties of any kind, express or implied, with respect to: (i) Users' listings on our Services or related User Content, whether as to accuracy, completeness, truthfulness, reliability or otherwise; or (ii) any property listed, marketed, offered or sold (whether online or offline) by any User and/or third party, whether as to quality, size, condition, description, provenance, attribution, authenticity, legality, merchantability, fitness for a particular purpose, or otherwise.
    8. 7.8 No statement made by any seller about any property (whether orally, in writing, on our Services or otherwise) will be considered a representation, warranty, or assumption of liability of any kind by us.
    9. 7.9 We may receive a commission from some sellers on some sales, subject to separate agreements between us and those sellers.
    10. 7.10 We reserve the right, at any time at our sole discretion, to refuse to list, delist, or delay or suspend listing of any property on our Services. We will not be liable to any User for doing so.

     

  1. 8. General Restrictions
    1. 8.1 You agree that you will not (and will not attempt to, or assist or encourage any other person or entity to):
      1. 8.1.1 provide any User Content on or through our Services, or take any other action in connection with our Services (whether online or offline), that:
        1. 8.1.1.1 infringes, misappropriates or violates our Services or any of our rights in and to our Services;
        2. 8.1.1.2 infringes, misappropriates or violates the rights or intellectual property of any third party, including any copyright, moral right, trademark right, trade secret, patent right, privacy right, publicity right, or contractual right;
        3. 8.1.1.3 violates (or encourages any conduct that would violate) any applicable local, state, national, or international law or regulation, including any tax law, consumer protection law, or law governing the export or import of data, goods, services or software;
        4. 8.1.1.4 is deceptive, misleading, fraudulent, defamatory, libelous, abusive, harassing, discriminatory, hateful, malicious, inciting of violence, threatening, sexually explicit, or obscene; or
        5. 8.1.1.5 impersonates or misrepresents your relationship with any person or entity;
      2. 8.1.2 create a false or misleading Latitudes Art Fair account or User profile with inaccurate or untrue information;
      3. 8.1.3 use our Services to sell any property that you do not have the right to sell for whatever reason;
      4. 8.1.4 use our Services to list, market, offer for sale, or sell goods or services without our express prior written permission;
      5. 8.1.5 use our Services or any Content in connection with posting or distributing spam or other unauthorised or unsolicited advertising, promotional messages, or bulk electronic communications;
      6. 8.1.6 collect information about Users (including email addresses) or send marketing email or other promotional communications to Users without their consent;
      7. 8.1.7 access our Services by any means other than the interface and instructions that we provide;
      8. 8.1.8 access, tamper with, or use non-public areas of our Services, our computer systems, or the technical delivery systems of our service providers;
      9. 8.1.9 breach, disable or circumvent any security or authentication measures on or in connection with our Services;
      10. 8.1.10 upload (our sole estimation) an unreasonable or disproportionately large load on our servers or systems;
      11. 8.1.11 decipher, decompile, disassemble, reverse engineer, or otherwise derive or extract any source code or underlying ideas or algorithms of, any of our Services;
      12. 8.1.12 adapt, modify, create derivative works from, or redistribute any of our Services without our express prior written permission;
      13. 8.1.13 use any robot, scraper, spider, or other automatic or manual process to monitor or extract data from our Services without our express prior written permission (we may also use robot exclusion headers within our Services and you agree to comply with all such headers);
      14. 8.1.14 forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use our Services or any Content to send altered, deceptive, or false source-identifying information;
      15. 8.1.15 mirror, frame or display any part of our Services on any other website or elsewhere without our express prior written permission;
      16. 8.1.16 use any meta-tags or other hidden text or metadata containing any Latitudes Art Fair trademark, service mark, product name, or URL without our express prior written permission;
      17. 8.1.17 use any Latitudes Art Fair trademark, service mark, product name, logo or URL in any way that incorrectly suggests our affiliation with or endorsement of any person, entity, event, product or service;
      18. 8.1.18 use any trademark, service mark, product name, logo, trade dress, or design that is in any way confusingly similar to any Latitudes Art Fair trademark service mark, product name, or logo, or to the look and feel of any of our Services; or
      19. 8.1.19 remove, conceal, modify or tamper with any copyright, trademark, or other proprietary content.
    2. 8.2 Without limiting other rights or remedies, we reserve the right to limit, terminate or suspend any User's account and/or access to or use of any or all of    our Services, at any time at our sole discretion, if we believe that such User is violating our rights or the rights of any third party, that such User's conduct may be exposing us or others to legal or financial liability, or that such User is acting inconsistently with the letter or spirit of these Terms, and other applicable agreements with us, and we will have no liability to such User for doing so. In any case, we reserve the right to investigate and prosecute violations of these Terms to the fullest extent permitted by applicable law.

     

  1. 9. Other Websites And Services
    1. 9.1 Our Services may include links and features that enable you to access other websites or services, and other websites or services may include links to our Services.
    2. 9.2 Such links and features are for convenience only and do not constitute or imply any endorsement, warranty, or assumption of liability of any kind by us with respect to any such websites or services, or any information, materials, goods or services on or available from any such websites or services.
    3. 9.3 You are solely responsible for, and assume sole risk arising out of, any use of or reliance on any such websites or services, or any information, materials, goods or services on or available from any such websites or services.
    4. 9.4 You acknowledge and agree that the Latitudes Art Fair Parties (defined in clause 12.1 below) are not responsible and will not be liable for: (i) the accuracy or availability of any such websites or services; or (ii) any information, materials, goods or services on or available from any such websites or services.
    5. 9.5 You are solely responsible for reviewing any terms of use and/or privacy policies of any other websites or services to which we may link, and we assume no liability for the information contained therein.

     

  1. 10. Disclaimer Of Warranties
    1. 10.1 You acknowledge and agree that your access to and use of our Services is at your own risk, and that our Services are provided to you on an "as is" and "as available" basis. We make no representations or warranties of any kind, express or implied, with respect to our Services or any Content, including any warranties of merchantability, fitness for a particular purpose, title, non-infringement, and quiet enjoyment, and any warranties arising out of course of dealing or usage of trade, all of which Latitudes Art Fair and our officers, owners, directors, consultants, agents, and employees (collectively, the "Latitudes Art Fair Parties") expressly disclaim to the fullest extent permitted by applicable law. The Latitudes Art Fair Parties make no representations or warranties of any kind, express or implied, that our Services or any Content will meet your requirements or be available, accessible, uninterrupted, timely, accurate, reliable, complete, free of errors, safe, secure, or free of viruses or other harmful components, or that the use of our Services in any way will give rise to any specific results.
    2. 10.2 If the use of our Services results in the need for servicing or replacing any equipment or data, the Latitudes Art Fair Parties will not be responsible for those costs or losses, and we urge you to back up your data at all times.
    3. 10.3 No advice or information (whether oral or written) obtained from the Latitudes Art Fair Parties, or through our Services or any Content, will create any warranty by us not expressly stated in these Terms or in a separate written agreement between you and us.

     

  1. 11. General Release
    1. 11.1 We may provide rules for using our Services, but the Latitudes Art Fair Parties do not endorse or control and are not responsible for the conduct (whether online or offline) of any User and/or third party on or in connection with our Services.
    2. 11.2 To the fullest extent permitted by applicable law, you release the Latitude Art Fair Parties from all claims, demands, suits, damages (actual and consequential), losses, liabilities, and expenses (including attorneys' fees), of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in connection with: (i) any disputes between you and one or more other Users or other third parties resulting directly or indirectly from your use of our Services; (ii) any User Content or conduct, performance or non-performance (whether online or offline) of any other User or other third party in any way connected with our Services, including any defamatory, misleading, offensive or unlawful conduct or User Content, or any unauthorised access to or use of our Services, your account or your User Content and/or information; (iii) any artwork or other property exhibited, listed, marketed, offered for sale, or sold (whether online or offline) by any other User or other third party on, through, or in any way connected with our Services; or (iv) any communications, interactions or meetings (whether in person, online or otherwise) between you and one or more other Users or other third parties resulting directly or indirectly from your use of our Services. You expressly waive any benefits or protections, whether statutory or otherwise, that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of entering into this release.

     

  1. 12. Limitation Of Liability

Under no circumstances will any of the Latitudes Art Fair Parties be liable to you or any third party for any indirect, incidental, exemplary, punitive, special, or consequential damages, any personal or bodily injury or emotional distress, or any loss of profits, revenue, business, data, use, goodwill or other intangible losses, arising out of or in connection with: (i) these Terms; (ii) our Services; (iii) the use of or inability to use our Services; (iv) any conduct, performance or non-performance (whether online or offline) of any other user or other third party on or in connection with our Services; or (v) any content, goods or services made available on, through, or in any way connected with our Services (whether online or offline) by us or any other user or other third party. Under no circumstances will our total liability to you or any other party arising out of or in connection with these terms or our services exceed R2,500.00 (two thousand five hundred Rand), whether based on warranty, contract, statute, delict (including negligence), strict liability, or any other legal theory, whether or not any of the Latitudes Art Fair Parties have been advised of or should have known of the possibility of such damage or loss, and even if a remedy set forth in these terms is found to have failed of its essential purpose. Applicable law may not permit the exclusion or limitation of liability for consequential or incidental damages, so some of the exclusions and limitations provided above in this clause may not apply to you, in which case the liability of the Latitudes Art Fair Parties will be limited to the fullest extent permitted by applicable law.

 

  1. 13. Indemnification
    1. 13.1 You agree to indemnify, defend, and hold harmless Latitudes Art Fair and our officers, directors, agents, and employees from and against any and all third-party claims, demands, suits, and proceedings, and all related damages, losses, judgments, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) your breach of any of these Terms and other applicable agreements with us (including any term or condition incorporated into these Terms by reference); (ii) Your User Content; (iii) any misrepresentation made by you; or (iv) your violation of any law or the rights of any third party, including any intellectual property right, privacy right, or publicity right.
    2. 13.2 We reserve the right to assume the exclusive defence and control of any matter subject to indemnification by you, in which case you agree to cooperate as fully as reasonably required by us in conducting such defence. In any case, you agree not to settle any such matter without our prior written consent. Your indemnification and defence obligations provided in these Terms will survive these Terms and your use of our Services.

     

  1. 14. Choice Of Law And Dispute Resolution
    1. 14.1 The Terms, and your relationship with Latitudes Art Fair under the Terms, shall be          governed by South African law. You and Latitudes Art Fair agree to submit to the       exclusive jurisdiction of the Magistrate’s Court of Randburg, South Africa, to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Latitudes Art Fair shall still be allowed to apply for interdicts, injunctive remedies (or other equivalent types of urgent legal remedy) in any jurisdiction.
    2. 14.2 You agree that regardless of any law to the contrary, each claim you might have against us arising out of or related to these Terms or our Services must be filed within the applicable statute of limitations, or one (1) year after such claim arose, or else such claim will be permanently barred.
    3. 14.3 The United Nations Convention on Contracts for the International Sale of Goods will not in any way apply to our Services, these Terms, or any other agreement between you and us.

     

  1. 15. International Use
    1. 15.1 Our Services are based in South Africa and we do not represent or warrant that our Services will be appropriate or available for use outside South Africa.
    2. 15.2 If you are located outside South Africa, you agree to ensure that your access to and use of our Services complies with all applicable local, state, national and international laws and regulations, including any laws and regulations governing the import or export of data, goods, services or software.
    3. 15.3 You must not access or use our Services if any applicable local, state, national, or international law or regulation prohibits you from receiving products or services originating from South Africa.

     

  1. 16. Changes To Our Services
    1. 16.1 Our Services are updated frequently, and their form and functionality may change without notice. We reserve the right to change, modify, add, remove or discontinue any and all of our Services (and/or the appearance, design, functionality, and all other aspects of any and all of our Services), in whole or part, temporarily or permanently, with or without notice, for any reason or no reason, at any time at our sole discretion.
    2. 16.2 We will not be liable to you or any third party for any damages or losses of any kind resulting directly or indirectly from any changes made by us to our Services, including any loss of business or the ability to use any product, service or Content.

     

  1. 17. Changes To These Terms
    1. 17.1 Our business changes with time, and these Terms will change also. We reserve the right to change these Terms, including the right to change, modify, add or remove any part of these Terms, without prior notice, at any time at our sole discretion.
    2. 17.2 All  changes to these Terms will be effective when posted on our Services, or at such later date as may be specified in the updated Terms.
    3. 17.3 By continuing to use our Services after any changes to these Terms become effective, you agree to such changes and the updated Terms.
    4. 17.4 You agree that we may notify you of any changes to these Terms by posting the updated Terms on our Services, and you agree to review these Terms regularly and inform yourself of all applicable changes.
    5. 17.5 If you do not agree to any changes made by us to these Terms, you will no longer be permitted to use our Services.
    6. 17.6 Changes to these Terms will not apply to any claim or dispute that arose before such changes became effective, all of which will remain subject to the version of these Terms in effect at the time that such claim or dispute arose.
    7. 17.7 We will not be liable to you or any third party for any damages or losses of any kind resulting directly or indirectly from any changes made by us to these Terms, including any loss of business or the ability to use any product, service or content.

     

  1. 18. Termination
    1. 18.1 You may stop using our Services at any time, subject to any other agreements between you and us.
    2. 18.2 Regardless of any other statement in these Terms, we reserve the right to terminate these Terms, to terminate your account (if you have an account), and/or to limit, terminate or suspend your access to or use of any or all of our Services, at any time at our sole discretion, without notice or liability, for any reason or no reason, including if you violate the letter or spirit of these Terms. The termination of these Terms shall not affect such of the provisions of these Terms as expressly provide that they will operate after any such termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this. After any termination of these Terms and/or any termination of your access to or use of our Services, the following will survive and remain in full force and effect: (i) all outstanding obligations you may have to us under these Terms or otherwise; (ii) all remedies for breach of these Terms.

     

  1. 19. Copyright Policy
    1. 19.1 We  respect the intellectual property rights of others and expect Users to do the same. We will respond to notices of claimed copyright infringement that are properly provided to our designated copyright agent ("Copyright Agent"), whose contact information is listed below.
    2. 19.2 We reserve the right to remove or disable access to any Content on our Services claimed to be infringing, at any time at our sole discretion, without notice or liability. In appropriate circumstances, we will also terminate Users and account holders who are repeat infringers.
    3. 19.3 If you believe that Content on our Services has been used in a way that constitutes copyright infringement, please notify us with a written notice containing all of the following information (“Copyright Infringement Notice”):
      1. 19.3.1 A physical or electronic signature of a person authorised to act on behalf of the owner of an exclusive right that is allegedly infringed;
      2. 19.3.2 Identification of the copyrighted work claimed to have been infringed;
      3. 19.3.3 Identification of the Content that is claimed to be infringing or to be the subject of infringing activity, and information reasonably sufficient to permit us to locate such Content on our Services;
      4. 19.3.4 Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address;
      5. 19.3.5 a statement that the information in your notice is accurate and that you are authorised to act on behalf of the owner of an exclusive right that is allegedly infringed.
    4. 19.4 If you are the provider of Content that was removed (or to which access was disabled) and you believe that such Content is not infringing, or that the use of such Content is authorised by the copyright owner, the copyright owner's agent, or the law, you may provide us with a written counter-notice containing all of the following information ("Counter-Notice"):
      1. 19.4.1 your physical or electronic signature;
      2. 19.4.2 identification of the Content that was removed or to which access was disabled, and the location at which such Content appeared on our Services before it was removed or access to it was disabled;
      3. 19.4.3 a statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or misidentification of the Content; and
      4. 19.4.4 your name, address, and telephone number, and a statement that you consent to the jurisdiction of the court referred to in clause 16.1, and that you will accept service of process from the person who provided the notice of claimed infringement or an agent of such person.
    5. 19.5 Our Copyright Agent designated to receive Copyright Infringement Notices and Counter- Notices may be contacted as follows:

          By email: [email protected], Attn: Copyright Agent.

    1. 19.6 If you provide us with a Copyright Infringement Notice, you agree that we may send a copy of it (including your name and contact information) to the provider of the disputed Content.

     

  1. 20. Miscellaneous
    1. 20.1 These Terms and other applicable agreements with us, and any other terms and conditions incorporated into these Terms by reference, together with any other written agreements that you may enter into with us regarding our Services, constitutes the entire agreement and understanding between you and us regarding our Services, and supersedes any other communications, representations or understandings.
    2. 20.2 If any provision of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable for any reason, that provision will be enforced to the maximum extent permitted, and these Terms will otherwise remain in full force and effect.
    3. 20.3 No delay or failure by us to exercise or enforce any right or provision of these Terms will be considered a waiver. No right or remedy under these Terms will be considered waived by us unless the waiver is in writing and signed by a Latitudes Art Fair representative who intends and is duly authorised to agree to the waiver on our behalf. No single or partial exercise by us of any right or remedy under these Terms will prevent us from exercising any other right or remedy.
    4. 20.4 These Terms will be binding on your successors and assigns, but you are not allowed to assign, transfer or sublicense these Terms or any right or obligation under these Terms without our prior written consent. These Terms, and all rights granted to or reserved by us under these Terms, will benefit and be enforceable by our successors and assigns.
    5. 20.5 There are no third-party beneficiaries to these Terms except as provided in these Terms.
    6. 20.6 You and we are independent contractors under these Terms. No agency, partnership, joint venture, employment, sales representative, or franchise    relationship is created or implied by these Terms or your use of our Services.
    7. 20.7 If you have questions about these Terms or our Services, please email us at: [email protected]

 

  1. 21. Interpretation Provisions
    1. 21.1 In these Terms -
      1. 21.1.1 clause headings and the heading of these Terms are for convenience only and are not to be used in its interpretation;
      2. 21.1.2 an expression which denotes -
        1. 21.1.2.1 any gender includes the other genders;
        2. 21.1.2.2 a natural person includes a juristic person and vice versa;
        3. 21.1.2.3 the singular includes the plural and vice versa;
        4. 21.1.2.4 a reference to a consecutive series of two or more clauses is deemed to be inclusive of both the first and last-mentioned clauses.
    2. 21.2 Any reference in these Terms to –
      1. 21.2.1 "business hours" shall be construed as being the hours between 08h30 and 17h00 on any business day.  Any reference to time shall be based upon South African Standard Time;
      2. 21.2.2 "days" shall be construed as calendar days unless qualified by the word "business", in which instance a "business day" will be any day other than a Saturday, Sunday or public holiday as gazetted by the government of the Republic of South Africa from time to time;
      3. 21.2.3"laws" means all constitutions; statutes; regulations; by-laws; codes; ordinances; decrees; rules; judicial, arbitral, administrative, ministerial, departmental or regulatory judgements, orders, decisions, rulings, or awards; policies; voluntary restraints; guidelines; directives; compliance notices; abatement notices; agreements with, requirements of, or instructions by any Governmental Body; and the common law, and "law" shall have a similar meaning; and
      4. 21.2.4 "person" means any person, company, close corporation, trust, partnership or other entity whether or not having separate legal personality.
    3. 21.3 The words "include" and "including" mean "include without limitation" and "including without limitation".  The use of the words "include" and "including" followed by a specific example or examples shall not be construed as limiting the meaning of the general wording preceding it.
    4. 21.4 Any substantive provision, conferring rights or imposing obligations on a Party and appearing in any of the definitions in clause 1 or elsewhere in these Terms, shall be given effect to as if it were a substantive provision in the body of these Terms.
    5. 21.5 Words and expressions defined in any clause shall, unless the application of any such word or expression is specifically limited to that clause, bear the meaning assigned to such word or expression throughout these Terms.
    6. 21.6 Unless otherwise provided, defined terms appearing in these Terms in title case shall be given their meaning as defined, while the same terms appearing in lower case shall be interpreted in accordance with their plain English meaning.
    7. 21.7 A reference to any statutory enactment shall be construed as a reference to that enactment as at the Signature Date and as amended or substituted from time to time.
    8. 21.8 Unless specifically otherwise provided, any number of days prescribed shall be determined by excluding the first and including the last day or, where the last day falls on a day that is not a business day, the next succeeding business day.
    9. 21.9 If the due date for performance of any obligation in terms of these Terms is a day which is not a business day then (unless otherwise stipulated) the due date for performance of the relevant obligation shall be the immediately preceding business day.
    10. 21.10 Where figures are referred to in numerals and in words, and there is any conflict between the two, the words shall prevail, unless the context indicates a contrary intention.
    11. 21.11 The rule of construction that these Terms shall be interpreted against the Party responsible for the drafting of these Terms, shall not apply.
    12. 21.12 The use of any expression in these Terms covering a process available under South African law, such as winding-up, shall, if any of the Parties is subject to the law of any other jurisdiction, be construed as including any equivalent or analogous proceedings under the law of such other jurisdiction.
    13. 21.13 Any reference in these Terms to "these Terms" or any other agreement or document shall be construed as a reference to these Terms or, as the case may be, such other agreement or document, as amended, varied, novated or supplemented from time to time.
    14. 21.14 In these Terms the words "clause" or "clauses" refer to clauses of these Terms.

     

  1. 22. Effective Date

These terms are effective 27 August 2020.