Terms and Conditions of Use - Docent
Last update: 10 August 2021
1. Purpose and Scope
DOCENT, a simplified joint-stock company (“société par actions simplifiée”) with a share capital of 5,000.00 euros, with its head office at 52, avenue de Breteuil, 75007 Paris, reg-istered in the companies register of Paris under the number 891 899 148 (“DOCENT”, “we”, “us”, “our”), is the publisher of DOCENT application accessible on the Apple store (the “App”), on which users can like and be recommended works of art as a result of which Docent connects collectors and galleries around the world and more broadly make contact between each other (“Services”).
Also, a “Collector” is a consumer who creates an account on the App in order to benefit from our recommendations on art and meet with gallery with the objective of acquiring works of art. A “Gallery” is a professional who has entered into a contract with DOCENT. Please note that DOCENT only allows Users to make contact with Gallery and that no transaction takes place on the App. A Collector and Galleries are together Users (“User”, “you”, “your” or “yours”).
We have drafted these Terms and Conditions of Use ('Terms and Conditions' or 'T&Cs') so that you are aware of the rules of the Website and how it works. These Terms and Conditions constitute a legally binding contract between you and DOCENT. Please read them carefully.
By using the Website, you accept the T&Cs without reservation. You are bound to refer to the version of the T&Cs available online at the time of your access and use of the Ser-vices.
2. Access to the website and description of the services
2.1 Access to the App
To access and use the Services provided by the App, you confirm that :
- you have the capacity to engage with DOCENT;
- you are 18 years of age or older. If you are under 18 years of age, you confirm that you have the prior permission of the person with parental authority to use this Website. This permission may be requested by our services;
- you agree to comply with these T&Cs and all applicable local, national and interna-tional laws, rules and regulations.
2.2 Service Descriptions
The App is a networking platform, and more precisely, the Services are:
- consultation of the App;
- creation of a personal account and profile for Collectors (“Personal Account”);
- personal Account configuration;
- recommendations based on Collectors’ expressed preferences;
- connection between Collectors and Galleries and possibility to make appoint-ments.
The Services are free for Collectors.
Galleries and DOCENT enter into a distinct agreement.
3. Conditions of Access and Use of the App
3.1 Access to the Services
You may access and use the App only after the creation of a Personal Account or after logging in.
You are responsible for the purchase of an internet subscription and other charges asso-ciated with your use of our App.
3.2 Creation and access to the Personal Account
To access the App and benefit from Services, Collector will need to create a Personal Ac-count. This Personal Account is personal and password protected.
The creation of a Personal Account implies that the Collector provides personal infor-mation such as civil status, first name, last name, date of birth, location, phone number and email address, which are subject to data processing as provided for in the Privacy Pol-icy.
The creation of a Personal Account also implies the choice of a password. It is recom-mended to use a strong password (containing at least 8 characters including 3 among the 4 following categories: numbers, upper case letters, lower case letters and special charac-ters).
Any loss, misappropriation or unauthorized use of a Collector's ID and their consequences are the sole liability of that Collector. In all the cases abovementioned, the Collector is re-quired to inform DOCENT, without delay, by email. The email shall contain the Collector’s ID, first name and last name and be sent to: email@example.com, so that DOCENT can proceed to reinitialise the Personal Account.
3.3 Rights granted to Users
DOCENT grants the User a personal, non-transferable, non-exclusive, revocable and non-sub licensable licence to access and use the App. The sole purpose of this licence is to al-low you to use the App in accordance with these Terms and Conditions.
Any action going beyond these rights of access and use and in particular any reproduc-tion, making available to third parties, or illegal downloading constitutes an act of infringe-ment. The User undertakes not to use or implement a robot or any other automated means to access the App and/or the content, and more generally, not to attempt to inter-fere with the operation of the App.
Except as expressly permitted by law, the User shall not, nor shall the User permit others to, modify, adapt, translate, reverse engineer, decompile or disassemble the App or any of its components or create derivative works.
We inform Collectors that they can delete their Personal Account at any time by e-mail. The email shall specify their login details, first name and last name and be sent at the fol-lowing address firstname.lastname@example.org, so that DOCENT can proceed with the reset of the Personal Account.
3.4 Obligations of Users
The User is solely responsible for providing information in his Account, and DOCENT can under no circumstances be held liable for erroneous information. In the event that the Us-er provides false, inaccurate, outdated, incomplete, misleading or deceptive information, DOCENT may, immediately and without notice or compensation, suspend or terminate the Account and refuse access, temporarily or permanently, to all or part of the Services pro-vided on the App.
DOCENT supports and promotes the values of tolerance, diversity and respect for others.
The User thus undertakes to respect these values when using the App. In particular, the User undertake:
- not to make any discriminatory, racist, xenophobic, anti-Semitic, insulting, mali-cious, obscene, illicit or other violent or pornographic comments, nor to publish any content contrary to public order or morality in any way whatsoever while browsing and using the App;
- not to publish any content that may be harmful, defamatory, unauthorised, mali-cious or infringing on privacy or publicity rights, inciting violence, racial or ethnic ha-tred or which may be described as gross indecency or incitement to commit certain crimes or offences;
- not to impersonate any person or entity or misrepresent your affiliation with anoth-er person or entity;
- not to use the App for political, propaganda or proselytizing purposes;
- not to infringe DOCENT or Galleries' intellectual property rights on the App and its components;
- not to spam, intimidate, solicit or otherwise misuse the App;
- not to carry out illegal activities, by publishing content (photographs, images, texts, videos) involving minors in any way whatsoever;
- to notify DOCENT of any inappropriate content.
You remain solely liable for your use of the App, submit or store through the App. DO-CENT cannot be held responsible for any loss or damage resulting from the use of the App by the User, or any third party (authorized or not).
4. Obligations of Docent
DOCENT undertakes to use its best efforts to ensure permanent access to the App and its Services.
However, DOCENT cannot be held liable for the unavailability of the App or a Service in case of events such as :
- the maintenance of the App, including when the maintenance is carried out by third parties;
- the occurrence of an of unforeseeable event which is beyond the control of such DOCENT and which circumstances would have been unavoidable (force majeure pursuant to art. 1218 of the French civil code);
- internet network failure.
The User is furthermore informed of the risks inherent in the use of the Internet, in particu-lar in terms of security defects in the transmission of data and of non-guaranteed availabil-ity of access to the App and its content. Under no circumstances, can DOCENT be held li-able for these risks and their consequences, regardless of their extent, for the User.
It is the responsibility of each User to take all appropriate measures to protect their own data, software and hardware from viruses or other forms of attack that may circulate on the App.
DOCENT may, at any time, modify all or part of the App and its functionalities, modify or suggest new content and Services. In particular, DOCENT may update the content ac-cording to the evolution of legal provisions or good practices in force.
Any new functionality will be subject to these Terms and Conditions.
DOCENT is not subject to the regulations of the art market and in particular the law of June 23, 1941 relating to the export of works of art and the decree of November 30, 1944 because DOCENT's sole purpose is to connect collectors and galleries.
DOCENT informs the User, who accepts it, that the App is hosted by a provider with whom DOCENT has concluded a subcontracting agreement: AWS EMEA SARL whose servers are located in [to complete].
In the event that a security breach detected by DOCENT is likely to seriously compromise the security of the Site, DOCENT may, without notice, temporarily interrupt access to the App in order to remedy the security breach as soon as possible. In this case, the User will not be entitled to claim any compensation or to hold DOCENT liable for any reason what-soever.
5. Intellectual Property
5.1 Our intellectual property rights
All intellectual property rights related to the App and its content (texts, images, pictures, videos, databases, sounds, photographs, logos, trademarks, etc.) but excluding User Con-tent, are and remain the property of DOCENT, or are subject to licences and/or authorisa-tions granted to us by third parties such as Galleries to display and publish their works of art). The User undertakes to respect our intellectual property rights and the rights of third parties.
The User is only authorized to use the App and its contents in accordance with the T&Cs. Apart from the User Content, the User may not reproduce, make available to the public, execute, publish or modify any part of the App and its content without the prior written consent of DOCENT.
5.2 Third party rights
You are reminded that you must obtain all necessary permissions and rights from all rele-vant rights holders in respect of any User Content that you wish to publish via the App, in-cluding all intellectual property rights, and rights of publicity (including rights of image), to enable you to use such content in peace.
6. Links to Third Party Websites
Our App may contain links to third party websites or apps. The inclusion of any website link does not imply an approval, endorsement or recommendation by us. You agree that you access any such website at your own risk, and that such site is not governed by the terms and conditions contained in these Terms and Conditions. We expressly disclaim any liabil-ity for these websites or apps. Your browsing and interaction on any other website, includ-ing those that have a link on our website, is subject to that website’s own rules and poli-cies.
DOCENT makes its best effort to keep the App up and running without interruption or sus-pension. However, we cannot promise that the Website will continue to run without any problems.
The User also acknowledges that the Website is provided 'as is' and 'as available' with-out warranty of any kind. In addition, while DOCENT makes its best effort to provide a good User experience, we cannot represent or warrant that: (a) the App will always be se-cure or free from errors or alterations; (b) the App will always operate without delay, disrup-tion or imperfection.
To the extent permitted by applicable law, the User expressly acknowledges that DOCENT cannot be held liable in any way for :
- suspension of access to the Site for maintenance purposes;
- reduced performance or temporary or permanent unavailability of the App;
- interruption of the App;
- the occurrence of defects;
- inaccuracies or omissions in the information available on the App;
- any issue related to the authenticity and authorship of the works of art (the App al-lows only the connection between the galleries and the collectors);
- damage resulting from fraudulent intrusion by a third party leading to a modifica-tion of the information made available on the App;
- the occurrence of any damage resulting from a fault, misuse of the App or negli-gence on the part of the User;
- and more generally for the inability to access the App, Internet network malfunc-tions, defects, viruses or the credit given to any information coming directly or indi-rectly from the App.
DOCENT SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES SUCH AS LOSS OF PROFITS OR REVENUE, OR ANY LOSS OF DATA, USE, GOODWILL OR OTHER INTANGIBLE LOSSES. IN THE EVENT OF A BREACH OF THESE TERMS AND CONDITIONS, DOCENT'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE APP SHALL BE LIMITED TO 1,000 EUROS.
DOCENT’s LIABILITY SHALL NOT BE LIMITED TO DEATH, PERSONAL INJURY RE-SULTING FROM THEIR OWN ACT OR NEGLIGENCE; FRAUD OR FRAUDULENT MIS-REPRESENTATION; OR ANY OTHER LIABILITY TO THE EXTENT THAT SUCH LIABIL-ITY CANNOT BE EXCLUDED OR LIMITED BY LAW.
IF THE LAW OF THE COUNTRY IN WHICH YOU RESIDE DOES NOT PERMIT THE EX-CLUSIONS OF LIABILITY SET OUT IN THIS CLAUSE, THESE EXCLUSIONS DO NOT APPLY.
8. Applicable Law and Jurisdiction
These T&Cs, their conclusion, interpretation, execution, termination or expiration are gov-erned by French law.
In the event of a dispute, please contact DOCENT to the following email address: email@example.com and by phone: +33 6 58 73 19 07. Any dispute between DOCENT and User arising from the interpretation, execution or termination of these T&Cs which cannot be resolved amicably will be settled by the competent courts within the jurisdiction of the French Court of Appeal of Paris, notwithstanding any claim or incidental warranty, or in the event of multiple defendants.
9.1 Entire agreement
These T&Cs constitute the entire agreement between you and us with respect to the pro-vision of the Services. In the event of a conflict between these T&Cs and any other agreement or policy, these T&Cs will prevail on the subject matter of these T&Cs.
Except as expressly provided herein, these T&Cs describe our entire liability to you and your exclusive remedies with respect to your access and use of the Services. If any provi-sion of these T&Cs is held to be invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. The rights conferred upon us in these T&Cs are not intended to be ex-clusive of each other or of any other rights and remedies we may have at law or in equity.
These T&Cs, and any rights and/or obligations thereunder, may not be transferred or as-signed by you without our prior written consent, but may be transferred and assigned by us without your consent or other restrictions.
Any provision that is reasonably necessary to accomplish or enforce the purpose of these T&Cs will survive and remain in effect in accordance with its respective terms upon the termination of these T&Cs.