ARTVAULT.CO.ZA TERMS AND CONDITIONS OF USE

1.Introduction
Welcome to ArtVault.co.za (“the site”).The site is operated and owned by Pexicon cc (“Pexicon”) and before you (“the user”) go any further it is important that you read,understand and agree to these Terms and Conditions of use, which include the Privacy and Security Statement.
2.Registration
The site requires registration in order to access the private area of the site and users will be required to complete and submit an online registration form.  After which, login details to a secure site will be provided.
Access to the public area of the site does not require registration.
ArtVault, in its sole and absolute discretion and without stating reasons therefore, shall have the right to reject any application for the site.  You agree to keep your username and password strictly confidential and you are responsible for any misuse of your account.
Provided that we have been correctly supplied with the account information requested, we are entitled to assume that online transactions are made by you.
You undertake to protect your username and password in the same way that you would protect the information related to your bank account and bank cards and any failure to do so shall be at your sole risk and expense.  You should change your password on a regular basis and never disclose it to any third party.
We strongly recommend that you disable any automatic password memory in your browser prior to use and that you run appropriate anti-spyware, firewall and virus protection on your computer on a regular basis.
3.Acceptance
When accessing the site for the first time, users will be requested to accept the Terms and Conditions and it will constitute a binding agreement between Pexicon and you, which will always prevail.
By agreeing to these Terms and Conditions and/or by continued use of the site, you are bound by this agreement in its entirety, and by the Privacy and Security Statement which is incorporated by reference into these Terms and Conditions.
If there is any inconsistency between these Terms and Conditions and any document incorporated by reference, these Terms and Conditions will prevail.
The current version of these conditions will govern our respective rights and obligations, each time you access this site.  If you have registered on the site, and we make any changes to these Terms and Conditions such changes will be brought to your attention either via email or similar to the acceptance of the original, these Terms and Conditions.
It is your responsibility to check these Terms and Conditions, Privacy and Security Statement and Rules of Engagement periodically to ensure you agree with them.  Your continued use of the site will be deemed to be your acceptance of any changes.
Any transactions prior to the time of amendment and notification of changed Terms and Conditions will be subject to the pre-existing Terms and Conditions.
4.Privacy and security
Pexicon is committed to protecting your privacy and security as outlined in the Privacy and Security Statement.
5.License and site access
ArtVault grants you a limited license to access and make use of this site and not to download (other than page caching) or modify it, or any portion of it, except with the express written consent of Pexicon, which consent may be withheld in Pexicon’s absolute discretion.
This site or any portion of this site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the prior express written consent of Pexicon.
Any unauthorized use terminates the permission or license granted by Pexicon to access or use the site.
You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the site so long as the link does not portray Pexicon or its products or services in a false, misleading, derogatory, or otherwise offensive matter.
You may not use any Pexicon or ArtVault logo or other proprietary graphic or trade mark as part of the link without express written permission.  You agree that if you include a link from any other site to this site, such link shall: (i) not contain any logos, but rather should merely read “ArtVault site” or “ArtVault” in plain text, (ii) open in a new browser window; and (iii) link to the full version of an HTML formatted page of this site.  You are not permitted to link directly to any image hosted on the site or our services, such as using an “in-line” linking method to cause the image hosted by us to be displayed on another site.  You agree not to download or use images hosted on this site on another site, for any purpose, including, without limitation, posting such images on another site.  You agree not to link from any other site to this site in any manner such that the site, or any page of the site, is “framed,” surrounded or obfuscated by any third party content, materials or branding.  We reserve all of our rights under the law to insist that any link to the site be discontinued, and to revoke your right to link to the site from any other site at any time upon written notice to you.
You may not, under any circumstance, use any material from the site to create a service that may compete with the services provided by Pexicon.
You may not frame the site without the prior written consent of Pexicon.
You hereby indemnify Pexicon against any and all claims arising from the use by third parties of any material from the site that they have accessed as a result of your reproduction, redistribution, alteration or transmission of that material in contravention of this agreement.
We do not represent that materials on the site are appropriate for use in all locations.  Persons who choose to access the site do so on their own initiative, and at their own risk, and are responsible for compliance with local laws, to the full extent that any local laws may be applicable.
You agree to comply with all applicable law, statutes and regulations regarding use of the site.  You may access and view the content on the site on your computer or other Internet compatible device.  The site and the services offered on or through the site, including any content, software, code, data and materials thereon, are only for your own internal use.
Pexicon may terminate, change, suspend, add to or discontinue any aspect of the site or the site’s services at any time, in our sole discretion, and without liability to any user.  Pexicon may restrict, suspend or terminate your use of or access to the site and/or its services if we believe you are in breach of or are attempting to breach our terms and conditions or applicable law, or for any other reason without notice or liability (including, for example, if we learn that you have provided us with false or misleading information, or interfered with other users or the administration of our site or services).  Pexicon maintains a policy that provides for the termination in appropriate circumstances of the site use privileges of users who repeatedly infringe on intellectual property rights.
6.Information Feeds
The site may use the services of other organisations to provide information on the site.  We have no control over this information and make no representations or warranties of any nature as to its accuracy, appropriateness or correctness.
You agree that such information is provided “as is” and we will not be directly or indirectly liable for any damages that may arise from your reliance on it.
7.Communication and notices
Communications and notices to be given under this agreement (other than those exchanges of information occurring in the normal operation of the site) should be sent to scott@pexicon.co.za
8.Use of software
Software, if any, made available for download on or via our site is governed by license conditions that establish a legal relationship with the licensor.  You indemnify us against any breach of these license conditions.  We give no warranty and make no representation, whether express or implied, as to the quality of fitness for purpose or the use of such software.
No warranty, whether express or implied, is given that any files, downloads or applications available via this site are free of viruses, Trojans, bombs, time-locks or any other data or code which as the ability to corrupt or affect the operation of your computer, database, network or other information system.
9.Intellectual property
As between you and Pexicon, Pexicon owns, solely and exclusively, all rights, title and interest in and to the site, all the content (including, for example, audio, images, photographs, illustrations, text, graphics, logos, button icons, other visuals, video, copy, etc.), software, code, data and materials thereon, the look and feel, design and organisation of the site, and the compilation of the content, code, data and materials on the site, including but not limited to any copyrights, trade mark rights, patent rights, database rights, trade secrets, moral rights (including the rights of authorship and attribution and subsequent modification), sui generis rights and other intellectual property and proprietary rights (whether registered or unregistered in any jurisdiction) therein.  Your use of the site does not grant to you ownership of any content, software, code, data, or materials you may access on the site.
Without limiting the restrictions mentioned before, reproduction, framing and meta-tagging of any content is not permitted.
The trade marks, logos, service marks and trade names (collectively the “trade marks”) displayed on the site or on content available through the site are registered and unregistered trade marks of ours and others (including, without limitation, Pexicon,  ArtVault  and affiliates of ArtVault) and may not be used unless authorised by the trade mark owner.  All trade marks not owned by us that appear on the site or on or through the site’s services, if any, are the property of their respective owners.  Nothing contained on the site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trade mark displayed on the site without our express written permission or that of the third party rights holder.  Your misuse of the trade marks displayed on the site is strictly prohibited.  Pexicon will aggressively enforce its trade mark rights to the fullest extent of the law, including the seeking of criminal prosecution.
10.Prohibited Use
Any commercial distribution, publishing or exploitation of the site, or any content, software, code, data or materials on the site, is strictly prohibited unless you have received the express prior written permission of Pexicon or the applicable rights holder.  You may not download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, software, code, data or materials on the site.  If you make other use of the site, or the content, software, code, data or materials thereon, except as otherwise provided above, you may violate copyright and other laws and may be subject to liability for such unauthorised use.  Pexicon will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.
11.Submitted Materials
Unless specifically requested, we do not solicit nor do we wish to receive any confidential, secret or proprietary information or other material from you through the site, by e-mail or in any other way.  Any artwork, information, creative works, demonstrations, ideas, suggestions, concepts, methods, systems, designs, plans, techniques or other materials submitted or sent to us (”Submitted Materials”) will be deemed not to be subject to copyright, confidential or secret, and may be used by us in any manner consistent with the site’s Privacy and Security Statement.  By submitting or sending Submitted Materials to us, you:
(i) represent and warrant that the Submitted Materials are original to you, that no other party has any rights thereto (i.e., that the material you submit does not infringe the rights of a third party), and that any “moral rights” in Submitted Materials have been waived, and
(ii) you grant us and our affiliates a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such material (in whole or part) and/or to incorporate it in other works in any form, media, or technology now known or later developed.
We cannot be responsible for maintaining any Submitted Material that you provide to us, and we may delete or destroy any such Submitted Material at any time.
12.Prohibited user Conduct
You warrant and agree that, while using the site and the various services and features offered on or through the site, you shall not:
(a) impersonate any person or entity, whether actual or fictitious, or misrepresent your affiliation with any other person or entity;
(b) insert your own or a third party’s advertising, branding or other promotional content into any of the site’s content, materials or services, or use, redistribute, republish or exploit such content or service for any further commercial or promotional purposes;
(c) attempt to gain unauthorised access to other computer systems through the site;
(d) engage in spidering, “screen scraping,” “database scraping,” harvesting of catalogue information, e-mail addresses, wireless addresses or other contact or personal information, or any other automatic means of obtaining lists of catalogue items or information, users or other information from or through the site or the services offered on or through the site, including without limitation any information residing on any server or database connected to the site or the services offered on or through the site;
(e) obtain or attempt to obtain unauthorised access to computer systems, materials or information through any means;
(f) use the site or the services made available on or through the site in any manner with the intent to interrupt, damage, disable, overburden, or impair the site or such services, including, without limitation, sending mass unsolicited messages or “flooding” servers with requests;
(g) use the site or the site’s services or features in violation of Pexicon or any third party’s intellectual property or other proprietary or legal rights; or
(h) use the site or the site’s services in violation of any applicable law.
You further agree that you may not attempt (or encourage or support any one else’s attempt) to engage in any of the foregoing prohibited activities or to circumvent, reverse engineer, decrypt, disassemble, decompile or otherwise alter or interfere with the site or the site’s services, or any content thereof, or make unauthorised use thereof.  You agree that you will not use the site in any manner that could damage, disable, overburden, or impair the site or interfere with any other party’s use and enjoyment of the site.  You may not obtain, use or access, or attempt to obtain, use or access, any materials or information through any means not intentionally made publicly available or provided for through the site.
13.Warranty and limitation of liability
Pexicon shall not be liable to the user for any loss or damage arising from any use of the site, whether as a result of fraud, the theft of the user’s equipment or as a result of any compromise to the confidentiality of the verification mechanisms and the user indemnifies Pexicon accordingly.
The site is provided “as is” and Pexicon makes no express or implied representations or warranties with regard thereto.
Pexicon does not warrant that the site will be error-free or will meet any particular criteria of accuracy, completeness or reliability of information, performance or quality.
The user agrees that the use of the site is on the user’s own initiative and at the user’s own risk.  Pexicon shall not be liable for any loss, liability, injury, taxes, damage, claim or expense of any nature whatsoever which may be suffered by the user or any third party as a result of or arising directly or indirectly out of any withdrawal, alteration, replacement, breakdown, or failure of equipment and the user indemnifies Pexicon accordingly.
Pexicon will not be liable to make good or compensate the user for any damages (whether direct or consequential), losses, claims or expenses resulting from the access and / or use of the site, and the user indemnifies Pexicon accordingly.
Pexicon makes no warranties, representations, statements or guarantees with regard to the suitability of the site for a particular purpose, performance or software and the user indemnifies Pexicon accordingly.
Pexicon shall not be responsible and disclaims any liability for any loss, liability, damage (whether direct or consequential) or expense of any nature whatsoever which may be suffered by the user or a third party as a result of or occasioned by the failure by Pexicon to perform or process a transaction as a result of the loss or destruction of data, the destruction or deterioration of storage media, natural phenomena, riots, acts of vandalism, sabotage, terrorism or any other event beyond Pexicon control and the user indemnifies Pexicon accordingly.
Pexicon expressly disclaims all implied warranties, including, without limitation, warranties of merchantability, title, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.
Pexicon expressly disclaims any interruption, malfunction, downtime or other failure of goods or services provided by third parties, including, without limitation, the public switched telecommunication service providers, internet service providers, electricity suppliers, local authorities and certification authorities.
14.Indemnification
You agree to defend, indemnify on demand and keep Pexicon indemnified, and hold Pexicon and any of its affiliates and or related entities, and their directors, officers, employees and agents harmless from any and all claims, liabilities, costs, losses (including without limitation consequential and indirect losses) and expenses, including reasonable attorneys’ fees, arising in any way from your use of the site or the services thereon, your placement or transmission of any message, content, information, software or other materials through the site, or your fraudulent or deceptive acts or omissions, or breach or violation of the law (including infringement of any intellectual property or other right of any person or entity) or of these Terms and Conditions.  Pexicon reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Pexicon defense of such claim.
15.Transmission of information
The user’s attention is drawn to the fact that information transmitted via the Internet, including without limitation e-mail, is susceptible to monitoring and interception.  Everything possible is done in terms of security of the site, therefore users are discouraged from transmitting via email any information which may be confidential, proprietary or sensitive outside the functionality and security of the site.
The user shall bear all risk of transmitting such information in this manner and under no circumstances will Pexicon be liable for any loss, harm or damage suffered by the user as a result thereof.
Pexicon reserves the right to request independent verification of any information transmitted via e-mail and the user consents to such verification from whatsoever source should Pexicon deem it necessary.
16.Orders for Products and Services
We may make certain products available for purchase through the site to visitors and registrants of the site, including,for example, our sales catalogue.  You may only order products if you have legal contractual capacity.  You agree to pay in full the prices for any purchases you make either by credit card concurrent with your online order or by other payment means acceptable to Pexicon.  You agree to pay all applicable taxes.  If payment is not received by us from your credit card issuer or its agents, you agree to pay all amounts due upon demand by us.  Certain products that you purchase and/or download on or through the site may be subject to additional terms and conditions presented to you at the time of such purchase or download.
17.Third Party sites
You may be able to link from the site to third party sites and third party sites may link to the site (”Linked sites”). You acknowledge and agree that we have no responsibility for the information, content, products, services, advertising, code or other materials which may or may not be provided by or through Linked sites, even if they are owned or operated by affiliates of ours.  Links to Linked sites do not constitute an endorsement or sponsorship by us of such sites or the information, content, products, services, advertising, code or other materials presented on or through such sites.  Any reliance on the contents of a third party site is done at your own risk and you assume all responsibilities and consequences resulting from such reliance.  Under no circumstances will we be held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused to you in connection with your use of, or reliance on, any content, goods or services available on any other site.  You should direct any concerns to that site’s administrator or webmaster.
18.Copyright infringement
We respect the intellectual property rights of others, and require that the people who use the site do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to Pexicon:
Your address, telephone number, and email address;
A description of the copyrighted work that you claim has been infringed;
A description of where the alleged infringing material is located;
A statement by you that you have a good faith belief that the disputed use is not authorised by the copyright owner, its agent, or the law;
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
A sworn statement /affidavit by you, that the above information in your Notice is accurate and that you are the copyright owner or authorised to act on the copyright owner’s behalf.
19.Breach and Cancellation
The user acknowledges that should the user breach any of these terms and conditions or any terms and conditions contained in any other agreement concluded between the user and Pexicon, Pexicon shall be entitled, without notice, to cancel this agreement and withdraw the service with immediate effect, without prejudice to any rights Pexicon may have to recover any amounts due to it or any losses or damages suffered by it in consequence of the user’s breach.
The user is entitled to cancel the service at any time provided that 30 (thirty) days written notice to this effect is given to Pexicon.  Pexicon shall, on receipt of such notice remove the user’s account from the site.
20.General
The user warrants that all applicable laws of the Republic of South Africa will be complied with when using the site.
The headings appearing in these terms and conditions are inserted for convenience only and will not be taken into account when interpreting these terms.
Where dates and times need to be calculated in terms of these terms and conditions, the international standard time (GMT) plus 2 (two) hours will be used.
The failure or delay on our part to exercise any of our rights will not constitute a waiver by use of such right.
21.Changes to Terms and Conditions and site
Pexicon reserves the right, at its sole discretion, to change, modify, add or remove any portion of these Terms and Conditions, in whole or in part, at any time, and we will post the revised version on this site.  Changes in the Terms and Conditions will be effective when posted.  Your continued use of the site and/or the services offered on or through the site after any changes to the Terms and Conditions are posted will be considered acceptance of those changes.
22.Dispute resolution
In the event of a dispute arising between us and you, our customer service staff will attempt to reach an agreeable resolution.
Should our customer service staff not be able to reach an agreement with you, our senior management and/or Board of Directors may intervene to resolve any outstanding grievance.
If no resolution is found, the dispute will be submitted to and decided by arbitration.  That arbitration will be held with only the parties and their representatives present at the offices of the Arbitration Foundation of Southern Africa, Sandton, Gauteng, South Africa.
The arbitration will be governed by the rules of the Arbitration Foundation in terms of South African law and will be heard by an arbitrator or arbitrators appointed by the foundation.
Either party will be entitled to have the award made an order of court of competent jurisdiction.  The parties will keep the evidence in the arbitration proceedings and any order made by any arbitrator confidential unless otherwise contemplated.  The arbitrator will have the power to give default judgment if any party fails to make submissions on due date and/or fails to appear at the arbitration.
23.Capacity to enter agreements
You hereby warrant to us that you have the required legal capacity to enter into and be bound by contractual terms.  If you are unsure whether you have the legal capacity to enter into agreements, contact someone able to provide you with this information before you continue using this site.
24.Law governing the relationship
This site is created, maintained and controlled in the Republic of South Africa and as such you agree that the laws of the Republic of South Africa and the jurisdiction of the South African courts govern this agreement, any disclaimers, copyright and use statements contained in the site, and any legal matter resulting from the use or inability to use this site, without giving effect to any principle of conflict of laws.  Notwithstanding the foregoing, Pexicon may seek recourse in any jurisdiction worldwide in order to restrain the unlawful use of any of the material contained in the Website.
Last updated: 21 April 2009