Terms 

This Agreement is between KultureMap and the Provider wishing to have its Event, Museum or Venue (Listing) listed on KultureMap’s website www.KultureMap.com (“Provider”) and establishes the terms and conditions for Provider’s participation in the website’s Performing Arts, Museums and Venues Listing programs that may be in effect from time to time.

Listing

Subject to the terms and conditions herein, KultureMap shall display Provider’s Listing on the KultureMap Web Site. Provider shall submit details required for the Listing as detailed on KultureMap’s website in a timely manner and shall revise or edit such Listing to the extent necessary to comply with such guidelines going forward.

  1. Representations and Warranties/Indemnification.Provider is solely responsible for any legal liability arising out of or relating to (a) the Listing, (b) any material to which users can link through the Listing and (c) the products or services offered through the Listing via a hypertext or other link (“Link”) to third party or Provider web sites. Provider represents and warrants that: (i) Provider has the power and authority to enter into and perform its obligations under this Agreement; (ii) the Provider Listing request is honest and truthful; (iii) that Provider owns all of the unencumbered necessary rights to permit the publication, distribution and use of the Provider Listing by KultureMap for the purposes of this Agreement; and (iv) that the use, reproduction, distribution, transmission, display or serving of the Listing will not violate any laws or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, or other proprietary, property or other right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, or violation of any antidiscrimination law or regulation (collectively “Indemnified Violation”). Provider will continue to own any Listing and other materials supplied to KultureMap by Provider. Provider grants to KultureMap the royalty-free license to copy, modify, publish and distribute the Listing, trademarks, service marks and other materials delivered by Provider for publication on the KultureMap Web Site in accordance with this Agreement. Provider shall defend, indemnify and hold KultureMap and its employees, officers, directors, shareholders, and agents harmless from any and all liability, loss, damage, expense, claim, or cause of action, including, without limitation legal fees and expenses, arising out of or related to Provider’s breach (or alleged breach) of this Agreement or any of the representations and warranties contained herein, including, without limitation, any liability, loss, damage, expense, claim, or cause of action arising from an Indemnified Violation. Provider and the persons submitting application on behalf of Provider represent and warrant that the persons submitting Listing for Provider have the right and power to enter into this Agreement.
  1. LIMITATIONS ON DAMAGES AND WARRANTIES.IN THE EVENT OF A BREACH OF ANY OF THE TERMS OF THIS AGREEMENT BY KultureMap, THE SOLE AND EXCLUSIVE REMEDY OF PROVIDER AND ITS AGENTS SHALL BE RECOVERY OF DAMAGES NOT TO EXCEED THE AMOUNT PAID BY PROVIDER FOR THE LISTING IN CONNECTION WITH WHICH THE BREACH OCCURRED. KultureMap SHALL HAVE NO LIABILITY UNDER THIS AGREEMENT OR OTHERWISE FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT KultureMap HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. KultureMap DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS WITH RESPECT TO THE SERVICES AND PRODUCTS PROVIDED UNDER THIS AGREEMENT, INCLUDING BUT NOT RESTRICTED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. KultureMap makes no warranty or guaranty whatsoever regarding the availability, operation or content of the KultureMap Web Site. Access to the KultureMap Web Site is provided on an “AS-IS, AS-AVAILABLE” basis. Provider acknowledges that the KultureMap Web Site and the Listings may be unavailable from time to time for maintenance, service, lack of capacity, network congestion and other causes within or without the control of KultureMap. KultureMap is not responsible or liable in any manner for any information, materials or comments posted on the KultureMap Website, whether posted by users of the KultureMap Website, by KultureMap, or by third parties. Although KultureMap provides rules for user conduct and postings, KultureMap does not control and is not responsible for what users post, transmit or share on the KultureMap Website and is not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content that may be posted on the KultureMap Website. KultureMap is not responsible for the conduct, whether online or offline, of any user of the KultureMap Website.
  1. Default and Termination. Either party may terminate the Term of this Agreement on written notice to the other party if the other party materially breaches this Agreement. All payment obligations of Provider shall survive any termination or expiration of the Term or this Agreement.
  1. Confidentiality.

4.1. Terms and Conditions; Publicity. The terms and conditions of this Agreement will be considered confidential and will not be disclosed to any third parties except to such party’s employees, agents, representatives, accountants and attorneys, on a need-to-know basis only, or except as otherwise required by law. Neither party will disclose the existence of this Agreement prior to the Effective Date other than to such party’s employees, agents, representatives, accountants and attorneys, or except as otherwise required by law.

4.2. Privacy of User Information. All information and data provided to KultureMap by users of the KultureMap Web Site or otherwise collected by KultureMap relating to user activity on the KultureMap Web Site, shall be retained and owned solely by KultureMap. KultureMap will not sell or rent private information.

  1. Reservation of Rights. Notwithstanding anything to the contrary contained in this Agreement, KultureMap reserves the right to refuse to serve or display, and reserves the right to remove, any Listing or other Provider-provided material from the KultureMap Web Site for any reason or no reason, in its sole discretion.
  1. Assignment. Provider shall not assign, share or otherwise transfer this Agreement and any rights or obligations hereunder without the express written approval of KultureMap.
  1. Entire Agreement. This Agreement does not constitute an offer by either party and it shall not be effective until Provider has submitted Listing and KultureMap has agreed to display Listing as evidenced by Listing appearing on KultureMap’s website. This Agreement and all exhibits, attachments shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall be deemed to merge all prior and contemporaneous agreements, communications and understandings (both written and oral). The terms and conditions of this Agreement will prevail over any contrary or inconsistent terms in any other document. This Agreement may not be modified except by a written agreement signed on behalf of KultureMap and Provider by their respective duly authorized representatives. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
  1. Force Majeure/Interruption. Neither party shall be liable for any failure to perform any of its obligations under this Agreement (except payment obligations) due to unforeseen circumstances or causes beyond the party’s reasonable control, including without limitation, acts of God, riot, embargoes, acts of governmental authorities, fire, earthquake, flood, accident, strikes, or inability to secure transmission facilities (“Force Majeure”).