Terms of Use

These Terms of Use, and any documents referred to herein, set out the terms and conditions on which you are permitted to use our websites, https://www.museumexchange.com and https://app.museumexchange.com, and the services provided thereon (including without limitation the Platform, as defined herein) (collectively, our website). By using our website, you agree to be bound by, and to comply with, these Terms of Use.

These Terms of Use are effective from September 1, 2023.

Please read these Terms of Use carefully. We recommend that you print off a copy of these Terms of Use for your records, as well as any future versions of them, as we may update them from time to time. YOUR ATTENTION IS PARTICULARLY DRAWN TO CLAUSES 14 (EXCLUSIONS AND LIMITATIONS OF LIABILITY), 15 (INDEMNIFICATION), 16 (DISCLAIMERS) AND 17 (AGE RESTRICTIONS ON USE OF OUR WEBSITE).

If for any reason whatsoever you do not agree to these Terms of Use or do not wish to be bound by them, you must not access or use our website.

Contents

· Our details

· Your responsibility for others who access our website using your device or internet connection

· Other documents governing your use of our website

· Availability of our website

· Changes we may make to these Terms of Use and other documentation

· Your account details

· Ownership of material on our website

· Information and content on our website provided on non-reliance basis

· Permitted use of materials on our website

· Prohibited uses of our website

· Viruses and other harmful content

· Links to other websites

· Links to our website

· EXCLUSIONS AND LIMITATIONS OF LIABILITY

· INDEMNIFICATION

· DISCLAIMERS

· AGE RESTRICTIONS ON USE OF OUR WEBSITE

· Governing law and jurisdiction

· Copyright, credit and logo

1. Our details

1.1 Exchange Technologies International, Inc. (Company, we, our and us) operates the website.

1.2 We are a corporation formed under the laws of the State of Delaware in the United States.

1.3 Our address is 228 Park Ave S, #94407, New York, NY 10003.

1.4 Our contact telephone number is 828-283-0326 and our contact email address is help@museumexchange.com.

Our website includes a digital platform (Platform) that facilitates the matching of potential donors of artworks and other assets (collectively, Objects) with museums and institutions that are potential recipients of those Objects (such recipients referred to as Donees). As the provider of the website and the Platform, we do not own, sell, provide, control, manage, offer, deliver or supply any of the Objects, and any donor transactions that may be facilitated through the Platform are entered into exclusively and directly between users of the Platform. We are not and do not become a party to or other participant in any such transaction. We may facilitate communication between prospective donors and recipients through the Platform, but such services are offered for convenience only.

2. Your responsibility for others who access our website using your device or internet connection

You must ensure that any persons who access our website on your computer(s)or device(s), or who are permitted or able to access our website on your computer(s) or device(s), or who use your internet connection, are aware of these Terms of Use and all other documentation referred to in them, and that such persons also agree to be bound by and to comply with these Terms of Use. If for any reason whatsoever, such persons do not agree to these Terms of Use or do not wish to be bound by them, they must not access or use our website, and you must not permit them to do so.

3. Other documents and services governing your use of our website

3.1 In addition to these Terms of Use, your use of our website is also governed by our privacy policy, which is available at https://www.museumexchange.com/privacy. Our privacy policy governs our use of your information. It sets out the types of information we collect, the reasons we collect it, how we use it, where we may pass it on to any third parties, in what circumstances and for what reasons, and any other relevant information relating to our use and/or processing of your information and your rights in relation to your information.

3.2 By accessing and using our website, you agree to be bound by the terms and conditions contained in these Terms of Use, you acknowledge that we will process your information in accordance with our privacy policy, and our use of cookies and similar technologies in accordance with our cookies policy.

3.3 If you are a Donee, you additionally agree as follows:

(a) You will not provide any goods or services in exchange for the contributed property, and you will affirmatively state such fact in your deed of gift or other Contemporaneous Written Acknowledgment that includes a description of the contributed property;

(b) You will not sell, exchange, or otherwise dispose of the contributed property within three years after the date of receipt of the contributed property, unless agreed to with the donor; and

(c) You do not intend to use the contributed property for an unrelated use, defined by the IRS as a use unrelated to the exempt purpose or function of the qualified organization.

3.4 In addition to the foregoing, your use of our website is also governed by applicable terms and conditions from our vendor, Appraisal Bureau FA LLC (Appraisal Bureau), with which Appraisal Bureau requires us to ensure your compliance. In connection with our relationship with, and services received by, Appraisal Bureau, if you use our website, you agree as follows:

(a) Reports and Conditions. i) Qualified Appraisal Reports and/or ii) Qualified Valuation Estimate Reports (collectively, Reports) performed by Appraisal Bureau will be subject to all statements, assumptions, limiting conditions and other conditions (collectively, Appraisal Conditions) set forth in such Report. You hereby agree to review any such Appraisal Conditions upon receipt of any such Report. Your subsequent use of any such Report will constitute your acceptance of such Appraisal Conditions. Such Appraisal Conditions shall be considered as being incorporated into, and forming part of, the Report in which they are contained and to the services relating to such Report.

(b) When Appraisal Bureau’s Obligations Are Complete. Appraisal Bureau’s obligations with respect to any Report are complete when the Report specified above has been delivered to you.

(c) Withdrawal of Consultant prior to Completion of Assignment. Appraisal Bureau may withdraw without penalty or liability from conducting any Report before completion of such Report in the event that Appraisal Bureau determines, at its reasonable discretion, that incomplete information was provided to it prior to the engagement, that you or any other parties have not or cannot provide Appraisal Bureau with documentation or information necessary to conduct any such analysis or reporting, that conditions of the subject property render the original scope of work inappropriate, that Appraisal Bureau becomes aware that it lacks the competency needed for the assignment within the meaning of applicable professional standards, that a conflict of interest has arisen, or that you not complied with the payment obligations related to any such Report. In any such case, Appraisal Bureau shall notify you of such withdrawal in writing.

(d) Testimony in Court or Other Proceedings. Unless otherwise stated, you agree that Appraisal Bureau’s engagement pursuant to any Report does not include Appraisal Bureau’s participation in, or preparation for, whether voluntarily or pursuant to subpoena, any oral or written discovery, sworn testimony in a judicial, arbitration or administrative proceeding, or attendance at any judicial, arbitration or administrative proceeding relating to any Report. Unless otherwise stated, you will not designate or disclose Appraisal Bureau or any of its personnel as an expert witness in any court, arbitration or other proceeding without the prior written consent of Appraisal Bureau.

3.5 If you do not agree to the terms set out in these Terms of Use, you must not use our website.

4. Availability of our website

4.1 We make no representations and provide no warranties that:

(a) the website will be made available at any specific time or from any specific geographical location;

(b) your access to the website will be continuous or uninterrupted; or

4.2 We reserve the right to suspend access to all or part of the website for any reason, including for business or operational reasons, such as improving the appearance or functionality of the website, content updates, periodic maintenance, or to resolve any issues that we become aware of. Wherever we anticipate that we need to suspend access to the website for a considerable period of time, we will try to provide you with prior notice where reasonably practicable.

4.3 Our website is provided for users in the United States and Canada only. Although it may be possible to access the website from other countries, we make no representation that our website is compliant with any legal requirements in force in any jurisdiction other than the United States, or that the content available on the website will be appropriate for users in other countries or states.

5. Changes we may make to these Terms of Use and other documentation

5.1 We reserve the right to update these Terms of Use, our privacy policy, any cookies policy and any other documentation referred to in any of these documents from time to time. We may change our Terms of Use and other documentation for any reason, including without limitation:

(a) to reflect any changes in the way we carry out our business;

(b) to account for any changes we make to our website, including, without limitation, any new features or functionality we provide, any adjustments to the means by which we provide notices to you, or any changes in the content, purpose or availability of the website;

(c) to accurately describe our current data-processing activities so that you are kept up to date with our latest practices;

(d) to inform you of any changes in the way that we use cookies or similar information-gathering technologies; or

(e) to ensure that our documentation complies and remains compliant with any and all current and future applicable laws, regulations and official guidance.

5.2 If required bylaw, we will provide you with notice of any changes in these Terms of Use or the other documentation referred to in them by posting a notice on the website and/or by posting an updated version of these Terms of Use or other such documentation on our website with a new effective date stated at the beginning of them.

5.3 By continuing to access our website after we have updated our Terms of Use, terms of sale, and/or user content agreement, you agree to be bound by those updated versions. You also acknowledge that by continuing to access our website after we have updated our privacy policy and/or our cookies policy, that the practices set out in those updated policies will apply to our handling of your information and our use of cookies and similar technologies.

5.4 You must check these Terms of Use and all other documentation referred to in them each time you access our website in order to ensure that you are aware of the terms that apply to you at that time.

5.5 The date that these Terms of Use and/or any other documents (including our privacy policy and cookies policy) were last amended is set out at the top of that document and is referred to as that document’s “effective date”.

6. Your account details

6.1 If we provide you with account information such as a user name, identification number, account code and/or password, you must keep such information confidential and secret and not disclose it to anyone. All account information is provided for use of the named account holder only, and not for any other person. You are responsible for any consequences of unauthorised access to your account due to any disclosure of your account information to any third party. If you provide us with your phone number, by doing so you hereby agree that we may send text messages to such phone number for purposes of your account’s two-factor authentication process. You hereby acknowledge that message and data rates may apply to such text messages.

6.2 Where we provide you with the option to select your own login information, including a password, we recommend that you supply login information unique to your own use of this website, and do not use information from other accounts you may hold with other websites or any easily discoverable information about you. You are responsible for any consequences of unauthorised access to your account due to any disclosure of your login information to any third party.

6.3 You must never use another user’s account without permission. When creating your account, you must provide accurate and complete information. You agree that you will not solicit, collect or use the login credentials of other individuals. We prohibit the creation of, and you agree that you will not create, an account for anyone other than yourself. You also represent that all information you provide to us upon registration and at all other times will be true, accurate, current, and complete. You agree to update your information as necessary to maintain its truth and accuracy.

6.4 We reserve the right to withdraw access to your account without notice for any actual or suspected breach of these Terms of Use or any other documentation referred to in them, including, without limitation, where we suspect that there has been unauthorised access to your account, or any unauthorised disclosure of your login information.

6.5 If you know or suspect that the confidentiality of your login information has been compromised, for example, by the disclosure of such information to any third party, you must immediately change your password. If you are unable to change your password, you must immediately notify us by email, at help@museumexchange.com.

7. Ownership of material on our website

7.1 All trademarks, service marks, trade names, logos, inventions, copyright and other intellectual property rights in our website and its content are either owned by us or licensed to us. All such rights are protected by intellectual property laws around the world, and all rights are reserved. Any use of the website and its contents, other than as specifically authorized herein, is strictly prohibited. Any rights not expressly granted herein are reserved by us.

7.2 The trademarks, service marks, trade names, logos, inventions, and other branding owned by third parties and used or displayed on or via our website (collectively, Third Party Marks) may be trade marks of their respective owners, who may or may not endorse or be affiliated with or connected with us. Except as expressly provided in these Terms of Use, or in terms provided by the owner of a Third Party Mark, nothing in these Terms of Use or on or via the website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of our or any Third Party Marks that are used or displayed on the website, without the respective owner’s prior written permission, in each instance. All goodwill generated from the use of our trade marks will benefit us exclusively.

7.3 In addition to the foregoing, users of the Platform may be permitted to publish text, images, or other content to the Platform (User Content). Each user who publishes any User Content to the Platform hereby grants us a nonexclusive, limited, non-assignable, fully paid-up, royalty-free, perpetual, and worldwide license to use such User Content on the Platform and for the Company’s general marketing purposes.

8. Information and content on our website provided on non-reliance basis

8.1 We do not make our website available for any other purposes, except as expressly provided in these Terms of Use.

8.2 The content on our website is not intended to be construed as advice, including, without limitation, any tax, financial, legal or other professional advice. You must not rely on any of the content of our website for any purposes whatsoever, and you must seek your own independent professional advice, including, without limitation, with regards to tax, financial, legal or other professional advice, before deciding to take any course of action on the basis, whether in whole or in part, of any of the content available on our website at any time. For the avoidance of doubt, the content on our website shall not be solely relied upon by you with regards to any specific consequences, whether financial, tax, legal or otherwise, as it applies to any charitable gift which you decide to make through our website or platform.

8.3 We make no representations and provide no warranties whatsoever, whether express or implied, that any of the content or materials available on our website from time to time, including without limitation User Content, are accurate, up to date or complete. In particular, and without limiting the foregoing, all information published on the Platform regarding any Object is provided on an “as is” basis, and we make no representations or warranties with respect to User Content published on the Platform about any Object, including User Content relating to the authenticity, authorship, origin, title, date, medium, size, condition, ownership, provenance, or other artistic details of any Object.

8.4 Without limiting the foregoing, we may solicit basic information from users to facilitate the registration process and may from time to time use commercially reasonable efforts to compare user information provided during the registration process with generally available public information on a cursory basis. However, we make no representations or warranties whatsoever as to the truth and completeness of any such information, and any such information that is published on the Website, on the Platform, or in any communications by the Company is provided solely on an “as is” basis.

9. Permitted use of materials on our website

9.1 The content on our website is provided for your personal, private and non-commercial use only. You may print or share the content from our website for lawful personal, private and non-commercial purposes. Users may share content with members of their household and within their organization, but not with any third parties. You may not otherwise extract, reproduce or distribute the content of our website without our prior written consent.

9.2 Whenever you print, download, share or pass on content from our website to others within your household or organization, you must not make any additions or deletions or otherwise modify any text from our website, you must not alter or change any images, media or graphics from our website in any way, you may not remove any accompanying text from such images, media or graphics, and you must ensure that all content is an accurate representation of the content as it appears on our website.

9.3 You are prohibited from using any robots, spiders, data mining or scraping technology or any similar third party tools for the extraction or reproduction of any data or content from our website without our prior written consent.

9.4 Whenever you pass on any content or materials from our website to others, you must acknowledge us as the authors of such content or materials (or any other authors wherever credited by us) at the time when you pass on such content or materials.

9.5 Notwithstanding the foregoing, you may share folders on our website belonging to you with other users on our website. In doing so, you hereby acknowledge and agree that (i) any such information provided by you pertaining to Objects in such folder may be shared with any other such user to whom you provide access to such information, and (ii) if you grant any user editor permissions, any such user may act on your behalf to complete all actions for Objects in such folder, including, among other things, selecting a recipient for any such donation, completing applicable forms, approving shipping arrangements, approving appraiser appointments and approving Reports. You hereby agree that any information provided to us by you pertaining to Objects selected for donation may be shared with the Donee, including, without limitation, any Reports.

10. Prohibited uses of our website

10.1 You must not reproduce, duplicate, copy or resell any part of our website or any content from our website, save and except to the extent expressly permitted in these Terms of Use.

10.2 You must not, without our prior written consent, access, interfere with, damage or disrupt in any way our website or any part of it, our systems, any of our hardware or equipment or any networks on which our website is hosted, any software that we use to create or modify the website or to make the website available to you, or any hardware, equipment, network, server, software or technology owned or operated by us or any third party.

10.3 You must use our website for lawful purposes only and in accordance with these Terms of Use. You must not use our website:

(a) for any purpose that is unlawful or that in any way breaches any applicable laws or regulations, whether local, national or international;

(b) for any fraudulent purposes whatsoever;

(c) to conduct any unsolicited or unauthorised advertising or direct or indirect marketing to anyone by any means, or to otherwise spam, communicate with or market to any one any goods, services or business not authorized by us;

(d) to upload, host or transmit any viruses, malware, adware, spyware, worms, Trojan horses, keystroke loggers, spyware, logic bombs, time bombs or any other harmful programs or code which could adversely affect the use or operation of the website, our hardware or systems, or the computers, tablets, phones or other devices of any users or other third parties, or to upload any content or materials containing any such content;

(e) to communicate with, harm or attempt to harm children in any way;

(f) to publish or disseminate any inappropriate, obscene, or abusive content;

(g) to publish or disseminate any information that is not consistent with the intended use of the website or the Platform; or

(h) in any way or for any purpose that breaches these Terms of Use or the terms of any of the documents these Terms of Use refer to.

10.4 You must not submit any information about you to us if you are under the age of 18, or about any other person who is either:

(a) under the age of 18; or

(b) if they are aged 18 or above, where you have not received their prior written consent to submit information about them to us.

10.5 You must not submit to us any information which is considered ‘sensitive personal information’. ‘Sensitive personal information’ is information about you or any other person which reveals your or their racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership or which is genetic data, biometric data, information which concerns your or their health, sex life or sexual orientation.

10.6 If you accidentally or intentionally submit such information to us, you will be considered to have consented to our processing of that information on the basis of Article 9(2)(a) of the General Data Protection Regulation (Regulation (EU)2016/769).

10.7 In addition to the foregoing, you shall not, and shall not permit any third party using your account to, take any action or submit content that (i) infringes any patent, trademark, service mark, trade secret, copyright, right of publicity, privacy right or other right of any other person or entity, or violates any applicable law or contract; (ii)you know is false, misleading, or inaccurate; (iii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, tortious, obscene, offensive, profane, or invasive of another's privacy, constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters; or (iv) impersonates any person or entity, including any employee or representative of the Company.

10.8 By offering any Object for donation on the Platform, you thereby represent and warrant to us that: (i) you are either the sole and exclusive owner of the Object or have the authority to act on such owner’s behalf; (ii) you, or the owner on whose behalf you are acting, has good, valid, and marketable title to the Object; (iii) you have full authority to give, transfer, and assign all right, title, and interest in and to the Object, whether on your own behalf or on behalf of the Object’s owner, as applicable; (iv) the Object is free and clear of all liens, claims, and other encumbrances and restrictions of any kind; and (v) to the best of your knowledge, the object has not been imported or exported into or out of any country contrary to applicable laws or regulation.

10.9 Without limiting or excluding any other rights or remedies we may have hereunder, including the indemnification provisions of Section 15, we reserve the right at our sole discretion to suspend or cancel the account of any user who engages in any of the foregoing prohibited uses or otherwise violates these Terms of Use in anymanner.

10.10 We reserve the right, at any time at our sole discretion, to approve, decline, list, de-list, re-list, delay, or suspend the list of any Object on the Platform.

10.11 Without limiting any of the foregoing, each user who lists an Object for donation on the Platform acknowledges, confirms and agrees that: (a) such Object must remain on the Platform for the duration of the donor cycle provided to you in writing by the Company; and (b) for the duration of such donor cycle, you will not enter into any donation or sale arrangement with respect to such Object other than through the Platform.

11. Viruses and other harmful content

11.1 We do not guarantee that our website does not contain viruses or other malicious software.

11.2 We shall not be responsible for any bugs or viruses on our website, or any software that might be transferred to your computer from our website, or any consequences which the presence or operation of such programs may have.

11.3 You must ensure that you have in place up-to-date and effective anti-virus protection on your computer or other browsing device.

11.4 You must not upload or otherwise introduce to our website any viruses, malware, spyware, adware, Trojan horses, worms, logic bombs, time bombs, keystroke loggers or any other programs or code that is harmful or malicious.

11.5 You must not use any third parties, software or technology to attempt to gain unauthorised access to our website, our servers, systems, hardware, software or data.

11.6 You must not attempt to perform any denial of service type attack on our website.

11.7 You must not perform any action which would contravene the Computer Misuse Act 1990.

11.8 We may report any breach or suspected breach of this clause 11 (Viruses and other harmful content) to the relevant authorities and may disclose your identity.

12. Links to other websites

12.1 Links to third party content or websites may appear on our website from time to time. We are not responsible for the content of any websites accessible via any link(s) on our website. All content on third party websites is outside of our control, and we do not represent or warrant that such content is related to us or our website, suitable or appropriate for use or viewing, lawful or accurate.

12.2 Any third party website accessible via a link on our website may collect and process your information. We are not responsible for any data-processing activities carried out by any third party website which is linked to from our website, and we disclaim any and all liability in respect of the same. You should check the privacy policy of any such third party to establish how they may use your information before you decide to use their website and its features.

13. Links to our website

13.1 You may not link to our website without our prior written consent.

13.2 Where you have obtained our consent to link to our website:

(a) you may provide links to our website on other websites owned by you, provided that such websites and the use of any links to our website comply with these Terms ofUse;

(b) wherever you post a link to our website on any other website, you agree that you will do so in an appropriate manner, and not in any way which is defamatory or disparaging towards us, which misrepresents us or our business, or which causes any harm whatsoever to us or our business; and

(c) you must not link to our website in order to suggest any form of joint venture, partnership, collaboration, affiliation, business relationship, approval or endorsement in connection with us where none exists and in any event, without having first obtained our prior written consent.

13.3 We may withdraw permission to link to our website at any time. In the event that we withdraw permission to link to our website and inform you of the same, you must immediately remove or cause to be removed any links to our website.

14. EXCLUSIONS AND LIMITATIONS OF LIABILITY

14.1 We do not exclude our liability to you where it would be unlawful to do so, for example, for death or personal injury caused by our negligence. If applicable law does not allow all or any part of the below limitations of liability to apply to you, the limitations will apply to you only to the maximum extent permitted by applicable law.

14.2 SUBJECT TO THE FOREGOING, IN NO EVENT SHALL WE (INCLUDING OUR PARENTS, SUBSIDIARIES,AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS) UNDER ANY CIRCUMSTANCES WHATSOEVER BE LIABLE TO YOU FOR ANY LOSS, DAMAGE (WHETHER DIRECT,INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR OTHERWISE) COSTS, EXPENSES, LIABILITIES OR PENALTIES, WHETHER IN CONTRACT,TORT, BREACH OF STATUTORY DUTY OR OTHERWISE, WHETHER FORESEEABLE OR UNKNOWN,ARISING FROM, IN CONNECTION WITH OR RELATING TO:

(a) YOUR USE OF OUR WEBSITE;

(b) ANY CORRUPTION OR LOSS OF DATA;

(c) ANY INABILITY TO ACCESS OUR WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY INTERRUPTIONS,SUSPENSION OR WITHDRAWAL OF OUR WEBSITE (FOR ANY REASON WHATSOEVER);

(d) ANY USE YOU MAKE OF ANY CONTENT OR MATERIALS ON OUR WEBSITE, INCLUDING ANY RELIANCE YOU MAKE ON SUCH CONTENT OR MATERIAL;

(e) ANY LOSS OF SAVINGS, PROFITS, SALES, BUSINESS OR REVENUE;

(f) ANY LOSS OF REPUTATION OR GOODWILL;

(g) ANY LOSS OF SAVINGS;

(h) ANY LOSS OF A CHANCE OR OPPORTUNITY;

(i) ANY ADVERSE TAX CONSEQUENCES RESULTING FROM ANY TRANSACTION INVOLVING AN OBJECT;

(j) ANY THIRD-PARTY SERVICES ENTERED INTO, OR CONTRACTED WITH, THROUGH OUR WEBSITE; OR

(k) ANY OTHER SECONDARY, CONSEQUENTIAL OR INDIRECT LOSSES, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, WITHOUT LIMITATION, YOU ASSUME AND SHALL BE LIABLE FOR THE ENTIRE COSTOF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY SUCH LOSS,DAMAGE, COSTS, EXPENSES, LIABILITIES OR PENALTIES ARISING.

14.3 You specifically agree that we shall not be liable for any content or the defamatory, offensive or illegal conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with you.

14.4 YOU AGREE THATIN THE EVENT THAT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES ARISING OUT OF, ORIN CONNECTION WITH, OUR ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOUARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEBSITE, SERVICE, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY US, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY US.

14.5 You agree that we have no obligation to obtain any insurance coverage for any Object listed on the Platform.

14.6 To the extent that any of the provisions of this clause 14 (EXCLUSIONS AND LIMITATIONS OF LIABILITY) are unenforceable as outright exclusions of liability, they shall be construed as limitations on liability, limiting our liability to you to the maximum extent permitted by law.

15. INDEMNIFICATION

15.1 You (and also any third party for or on behalf of whom you operate an account or activity on the website) agree to defend (at our request), indemnify and hold us and any of our third-party agents harmless from and against any claims, demands, causes of action, liabilities, damages, losses and expenses of whatsoever kind or nature, including, without limitation, reasonable legal and attorneys’ fees and cost at trial or on appeal and any third-party subpoena or regulatory investigation costs, penalties, or fines (including in all cases the tax ramifications thereof) resulting from any third party claims or allegations arising directly or indirectly from or relating to and of the following (including as a result of your direct activities on the website or those conducted on your behalf):

(a) your uploads, access to or use of the website;

(b) your breach or alleged breach of these Terms of Use and any obligations and representations or warranties contained herein;

(c) your violation of any third-party right, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right;

(d) your violation of any federal, state or local laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities;

(e) any misrepresentation made by you, including without limitation any false or misleading information provided by you with respect to an Object (or the omission of any information that would be needed to make any published information not misleading); or

(f) any act of gross negligence, fraud or intentional misconduct.

15.2 You will cooperate as fully required by us in the defence of any claim. We reserve the right to assume the exclusive defence and control of any matter subject to indemnification by you, and you will not, in any event, settle any claim without our prior written consent.

15.3 In addition to any other rights or remedies we may have under these Terms of Use or pursuant to applicable law, and without limiting either, we may at our sole discretion elect to charge a user for any applicable shipping fees with respect to an Object that must be returned to a donor for any reason, including any violation of these Terms of Use.

16. DISCLAIMERS

16.1 THE WEBSITE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO:

(a) THE SERVICE;

(b) THE WEBSITE CONTENT;

(d) CONTENT PUBLISHED ON THE PLATFORM; OR

(e) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO THE WEBSITE.

IN ADDITION, WE HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE,CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

16.2 WE DO NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVER THAT MAKES THE SERVICE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SERVICE IS ACCURATE, COMPLETE OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK.WE DO NOT WARRANT THAT YOUR USE OF THE WEBSITE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND WE SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THEABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO YOU AND THESE TERMS OF USE.

16.3 BY ACCESSING OR USING THE WEBSITE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.

16.4 WE DO NOT ENDORSE CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TOANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL,PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ACTION OFANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT.

17. AGE RESTRICTIONS ON USE OF OUR WEBSITE

17.1 Our website and any products or services available on or via the website are not intended for use by individuals under the age of 18.

17.2 IF YOU ARE UNDER THE AGE OF 18, YOU MUST NOT USE OUR WEBSITE, PURCHASE OR ATTEMPT TO PURCHASE ANY OF OUR PRODUCTS OR SERVICES, OR SUBMIT ANY INFORMATION ABOUT YOUOR ANYONE ELSE TO US.

17.3 We do not knowingly or intentionally process information about any individual under the age of 18.

18. Governing law and jurisdiction

18.1 These Terms ofUse, any documents they refer to, and any disputes arising from or in relation to them or any documents they refer to, whether contractual or non-contractual, shall be governed by and construed in accordance with the laws of the State ofNew York and the federal laws of the United States.

18.2 The federal and state courts located in New York, NY shall have exclusive jurisdiction over any claims or disputes arising from or in relation to these Terms of Use and any documents they refer to.

19. Copyright, credit and logo

copyright in these Terms of Use is either owned by, or licensed to, us and is protected by copyright laws around the world and copyright protection software. Unless expressly indicated otherwise, all intellectual property rights in this document and elsewhere on our website, including any content on our website, are reserved.

19.2 We will remove infringing materials in accordance with the DMCA if properly notified that content on our website infringes copyright. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify ourCopyright Agent in writing. Your notice must contain the following information (please confirm these requirements with your legal counsel, or see the U.S.Copyright Act, 17 U.S.C. §512(c)(3), for more information):

(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

(b) a description of the copyrighted work that you claim has been infringed;

(c) a description of where the material that you claim is infringing is located on the Site, sufficient for us to locate the material;

(d) your address, telephone number, and email address;

(e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

(f) a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.

If you fail to comply with these notice requirements, your notification may not be valid.

Our designated copyright agent for notice of alleged copyright infringement is:

Exchange Technologies International, Inc.

Attn: Copyright Agent

228 Park Ave S, #94407

New York, NY 10003

Email: copyright@museumexchange.com

19.3 These Terms of Use are based on a General Data Protection Regulation (Regulation (EU)2016/769) (“GDPR”) compliant template provided by GDPR Privacy Policy. For further information, please visit www.gdprprivacypolicy.org

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