ART OVER THERE TERMS AND CONDITIONS 1 INTRODUCTION 1.1 All references to the "Company", "we", "us" and "our" in these terms and conditions are deemed to refer to Art Over There Ltd, a limited liability private company incorporated under the laws of England and Wales with the registered address of 29 Nicholson Road, Marston, Oxford, United Kingdom, OX3 0HW that is responsible for processing your personal data. 1.2 All references to "you", "user" and "your" are deemed to refer to any user and/or visitor of the Art Over There app and other related URLs, and/or any ancillary services ("App"). 2 ACCEPTANCE OF THE TERMS 2.1 These Terms and the other policies posted on the App (including but not limited to the privacy policy) you agree to be bound by these Terms and we and govern your use of the Services and the App superseding all prior understandings, proposals, agreements, negotiations, and discussions between the parties, whether written or oral. 2.2 The Terms and the relationship between us shall be governed by the laws of the England and Wales. 2.3 You and we agree to submit to the personal and exclusive jurisdiction of the courts located within England and Wales. 2.4 We permits the use of the App subject to these Terms and Conditions ("Terms and Conditions" or "Terms") and our Privacy Policy. By using, accessing and/or downloading from the App in any way, you shall be deemed to have accepted all the Terms and Conditions unconditionally. You must not use the App if you do not agree to the Terms and Conditions. 2.5 If you are accepting these Terms on behalf of your employer or another entity, you represent and warrant that (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party that you represent. If you don’t have the legal authority to bind your employer or another entity please do not use this App on behalf of your employer or another entity. 2.6 These Terms may be updated by us at any time in our sole discretion. We may send you notice of changes to the App or the Terms. 3 TRANSLATED VERSIONS OF THESE TERMS We may provide a translation of the English version of these Terms into other languages. You understand and agree that any translation of the Terms into other languages is for your convenience only and that the English version governs the terms of your relationship with us. Furthermore, if there are any inconsistencies between the English version of the Terms and any translation, the English version of the Terms shall govern. 4 IMPORTANT NOTICE 4.1 If there is any provision in these Terms and Conditions that you do not understand, it is your responsibility to ask us to explain it to you before you accept the Terms and Condition or continue using the App. 5 USE OF THE APP 5.1 We operate in the entertainment and film industry and provide a platform that allows actors, artists, directors and other creatives across Europe to connect with each other for purposes of collaborating on film, art and other creative projects collectively, (the "Services"). 5.2 The App is available via a computer and/or using a mobile device. The App has specifically been developed for the use of certain mobile devices and/or using a computer. It is therefore assumed that you (a) understand the functionality and restrictions of your smartphone/device and/or computer and (b) understand and are bound by any other Terms and Conditions that exist when using the smartphone/device and/or computer, and any networks that may provide services to the smartphone/device. 5.3 You agree that you will not use any device, software or other instrument to interfere or attempt to interfere with the proper working of the App. In addition, you agree that you will not use any robot, spider, other automatic device, or manual process to monitor, copy, distribute or modify the App or the information contained herein, without the prior written consent from an authorised Company representative (such consent is deemed given for standard search engine technology employed by internet search websites to direct internet users to the App). 5.4 You may not use the App for any illegal activity. 5.5 You may not display, publish, copy, print, post or otherwise use the App and/or the information contained therein for the benefit of any other website or app without the express prior written consent of an authorised Company representative. You may not, in any way reverse engineer, decompile, disassemble or otherwise attempt to discover any source code in the App and/or Services, or any component thereof, nor may you attempt to do so. This includes, but is not limited to, disassembling, decompiling, decrypting or any other actions that could possibly reveal the source code of the App or any portion thereof. 5.6 You may not use the results of the use of the App for any other purpose than to assist you in your personal capacity. 5.7 You may not use the location data provided for any other purpose than defined by the App. 5.8 The Company reserves the right to limit, disconnect or terminate your use of the App in the event of any abuse or misuse by you. 5.9 To the extent permissible by law, you further specifically indemnify and hold the Company, its employees, directors and associates harmless against any direct losses such as injury, illness, loss of limb, loss of life, financial losses, loss of property and any other assets, emotional distress, reputation risk and the like, that may arise due the use of the App. 6 OWNERSHIP AND COPYRIGHT 6.1 You acknowledge and agree that the materials on the App including without limitation, the text, software, scripts, graphics, photos, logos, software, sounds, music, videos, interactive features and the like ("Materials") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to us and are subject to copyright and other intellectual property rights. Materials on the App are provided to you as is for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. 6.2 We reserve all rights not expressly granted herein to the App and the Materials. You agree to not engage in the use, copying, or distribution of any of the Materials other than as expressly permitted herein, including any use, copying, or distribution of Materials of third parties obtained through the App for any commercial purposes. If you download or print a copy of the Materials for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the App or features that prevent or restrict use or copying of any Materials or enforce limitations on use of the App or the Materials therein. 6.3 The Services is protected to the maximum extent permitted by copyright laws, other laws, and international treaties. Content displayed on or through the Services is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, other laws, and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of the App, the Materials, or the collective work or compilation is expressly prohibited. Copying or reproducing the App, the Materials, or any portion thereof to any other server or location for further reproduction or redistribution is expressly prohibited. 6.4 No licence to or right in any of such contents is granted to or conferred upon you. Any unauthorised use, distribution or reproduction of the said contents is prohibited. 6.5 The App may allow you to download material, logos and trade marks of third parties who are likewise using the App for the Services. All intellectual property rights in the material, logos and trade marks remain with the third party concerned. By downloading any such material from the App you do not obtain any intellectual property rights therein. The Company grants you a non-exclusive, perpetual license to display the material on your smartphone/device only. You may not share any downloaded material with others. 7 DISCLAIMERS 7.1 Any person who accesses the App or relies on the App or on the information contained in the App does so at their own risk. 7.2 While the Company takes reasonable measures to ensure that the contents of the Appare accurate and complete, the Company makes no representations or warranties, whether express or implied, as to the quality, timeliness, operation, integrity, availability or functionality of the App or as to the accuracy, completeness or reliability of any information on the App. 7.3 All information provided on the App is provided "as is" without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, completeness, or non-infringement, as may be allowed in law. 7.4 The Company does not accept any responsibility for any errors, inaccuracies or omissions on the App. 7.5 To the extent permissible by law, the Company accepts no liability or responsibility for personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the App and Services. 7.6 In addition to the disclaimers contained elsewhere in these Terms and Conditions, the Company also makes no warranty or representation, whether express or implied, that the information or files available on the App are free of viruses, spyware, malware, trojans, bugs, destructive materials or any other data or code which is able to corrupt, destroy, compromise or jeopardise the operation, stability, security functionality or content of your computer system, computer network, hardware or software in any way. 7.7 We do not warrant that the App will be compatible with your smartphone/device. 7.8 The service is subject to normal constraints of the respective carriers of data and information – we can, for example, not be held liable for voice calls that fail or do not connect, for late or non-delivery of any data whether SMS, IP-data and so on. 8 THIRD PARTY WEBSITES 8.1 The App may contain links or references to other websites or mobile applications ("Third Party Apps") outside of our control, including those of advertisers. These Terms and Conditions do not apply to those Third Party Apps and the Company is not responsible for the practices and/or privacy policies of those Third Party Apps or the cookies that those sites may use. 8.2 Notwithstanding the fact that the App may refer to or provide links to Third Party Apps, your use of such Third Party Apps is entirely at your own risk and we are not responsible for any loss, expense, claim or damage, whether direct, indirect or consequential, arising from your use of such Third Party Apps or your reliance on any information contained thereon. 9 PUBLIC FORUMS AND USER SUBMISSIONS 9.1 We are not responsible for any material submitted to the public areas by you (which include any other public area found on the App). Any material (whether submitted by you or any other user) is not endorsed, reviewed or approved by us. We reserve the right to remove any material submitted or posted by you in the public areas, without notice to you, if it becomes aware and determines, in its sole and absolute discretion, that there is a possibility that you may - 9.1.1 defame, abuse, harass, stalk, threaten or otherwise violate the rights of other users or any third parties; 9.1.2 publish, post, distribute or disseminate any defamatory, obscene, indecent or unlawful material or information; 9.1.3 upload files that contain viruses, corrupted files or any other similar software or (computer) programs that may damage the operation of us and/or a third party's service providers; 9.1.4 violate any copyright, trademark, other applicable laws or intellectual property rights of us or any other third party; and/or9.1.5 violate our community values. 10 PRIVACY POLICY 10.1 We recognize the importance of protecting your privacy in respect of personal information collected by us when you use the App. 10.2 By continuing to use the App you agree to the Terms and Conditions set out in our Privacy Policy and you consent to us collecting and using your personal information for the purposes set out in our Privacy Policy If you do not agree to this Privacy Policy, please do not continue to use the App. 11 LIMITATION OF LIABILITY To the extent permissible by law, the Company, our officers, directors, employees or agents shall not be liable for any direct, indirect, incidental, special or consequential injury, loss or damages which might arise from your use of, or reliance upon, any material or content contained in, or inability to use, and/or unlawful activity on, the App and/or any linked third party website, unless such loss or damages arise due to the gross negligence of the Company. 12 INDEMNITY 12.1 You agree to defend, indemnify us and hold us and our officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers and employees harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys' fees) arising from ― 12.1.1 your use of and access to the App and/or the Services; 12.1.2 your violation of any term of these Terms; 12.1.3 your violation of any third party right, including without limitation any copyright, trademark, trade secret or other property, or privacy right; or 12.1.4 any claim that content you submitted to us on the App that has caused damage to a third party. This defence and indemnification obligation will survive termination, modification or expiration of these Terms and your use of the Services and the App. 12.2 You hereby indemnify the Company, our officers, directors, employees or agents against any loss, claim or damage which may be suffered by yourself or any third party arising in any way from your use of the App and/or any linked Third Party Apps. 13 CHANGES The Company reserves the right to update and/or amend the Terms and Conditions from time to time and without any notice, and you are accordingly encouraged to check the Appregularly. Any such change will only apply to your use of the App after the change is displayed on the App. If you use the App after such updated or amended Terms and Conditions have been displayed on the App, you will be deemed to have accepted such updates or amendments. 14 AVAILABILITY AND TERMINATION1 4.1 We will use reasonable endeavours to maintain the availability of the App, except during scheduled maintenance periods, and reserve the right to discontinue providing the App or any part thereof with or without notice to you. 14.2 The Company may in its sole discretion terminate, suspend and modify the App and/or Services, with or without notice to you. You agree that the Company will not be liable to you in the event that it chooses to suspend, modify or terminate the App. 14.3 You acknowledge and agree that we, in our sole and absolute discretion, has the right (but not the obligation) to delete or deactivate your account, block your e-mail or IP address, or otherwise terminate your access to or use of the Services (or any part thereof), immediately and without notice, for any reason or no reason at all, including, without limitation, if we believe that you have violated these Terms. Further, you agree that we shall not be liable to you or any third-party for any termination of your access to the App or the Services. Further, you agree not to attempt to use the Services after any such termination. 15 GOVERNING LAW These Terms and Conditions shall be governed and interpreted in accordance with the laws of England and Wales. Your continued use of the App will constitute your consent and submission to the jurisdiction of the English and Welsh courts regarding all proceedings, transactions, applications or the like instituted by either party against the other, arising from any of these Terms and Conditions. 16 ASSIGNMENT These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Any assignment or transfer by you shall be null and void. 17 ABILITY TO ACCEPT TERMS AND CONDITIONS This App is intended only for adults. You affirm that you are either more than 18 (eighteen) years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms. 18 SEVERABILITY If any provision or provisions of these Terms is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Terms shall not in any way be affected or be impaired. 19 SUCCESSORS AND ASSIGNS These Terms shall inure to the benefit of and be binding upon each party's permitted successors and assignees. 20 GENERAL 20.1 Any failure on the part of you or the Company to enforce any right in terms hereof shall not constitute a waiver of that right. 20.2 If any term or condition contained herein is declared invalid, the remaining Terms and Conditions will remain in full force and effect. 20.3 No indulgence, extension of time, relaxation or latitude which any party (the "grantor") may show grant or allow to the other (the "grantee") shall constitute a waiver by the grantor of any of the grantor's rights and the grantor shall not thereby be prejudiced or stopped from exercising any of its rights against the grantee which may have arisen in the past or which might arise in the future. 20.4 These Terms and Conditions contain the whole agreement between you and the Company relating to the subject matter hereof and no other warranty or undertaking is valid, unless contained in these Terms and Conditions. 20.5 For all legal correspondence, our address is 29 Nicholson Road, Marston, Oxford, United Kingdom, OX3 0HW. 20.6 To report any violations of the Terms that you become aware or should you wish to contact us please email us at info@artoverthere.