Last Updated Date: June 1, 2022

Welcome to the Elektra Virtual Museum Platform, owned and operated by Association pour la création et la recherche électroacoustiques du Québec (ACREQ), doing business as Elektra (“Elektra” or “we” or “our” or “us”) . These Terms & Conditions (the “Elektra Virtual Museum Terms” or “Terms”) are between Elektra and you, the individual who visits the Elektra Virtual Museum or otherwise uses our services (“you”, the User). You hereby confirm that you understand and agree to comply with these Terms, together with any documents that may be expressly referred to and are incorporated by reference herein.

 

If you have any questions about these Terms, please contact us by mail at the following address: 

 

5445 de Gaspé Avenue

#104, Montreal 

QC, Canada H2T 3B2 

 

You can also contact us by email at [email protected] or by phone at 1-514-524-0208.

 

These Terms are effective upon your acceptance, such as if you accept these Terms upon downloading the Elektra Virtual Museum Application or when visiting the Elektra Virtual Museum Website, located at [https://evm.elektramontreal.ca]. They govern your access to and use of the Platform and our Services. Please read all of the terms of this Agreement carefully before downloading the Elektra Virtual Museum Application. 

 

Elektra reserves the right to change or modify these Terms at any time by posting a notification to the Elektra Virtual Museum website. Any changes to or modifications of these Terms will be in effect 30 days after the date on which the notification is posted, being the “Last Updated Date” referred to at the top of this page. You should review these Terms before using the Elektra Virtual Museum Platform or any Services available through the Platform. You agree and understand that by continuing to access or use the Elektra Virtual Museum Platform after the “Last Updated Date” and following any change to these Terms, you are regarded as having accepted and agreed to the revised Terms.

Definitions

In these Terms, all capitalized terms have the following meaning:

 

“Artist” means any person whose Artwork is exhibited, displayed on or through the Platform or Services.

 

“Artwork” means any work of art exhibited or displayed on or through the Platform or Services;

 

“Exhibition” means the digital exhibition of Artwork on or through the Application, such as to present the Artwork to the public in the Virtual Museum. 

 

“Virtual Museum” means the digital exhibition space showcasing Artwork, available for download via online application at [https://evm.elektramontreal.ca].

 

“Application” means the online application available for download at [https://evm.elektramontreal.ca], whether for Mac OSX or Windows or any other operating system, through which a User accesses the Virtual Museum. 

 

“Website” means the online website available at [https://evm.elektramontreal.ca], through which the Application is available for download.

 

“User” means any person that accesses, uses, participates in or otherwise interacts with the Services through the Platform, including to visit the Virtual Museum. 

 

“Platform” means the Elektra Virtual Museum Application and Website, which allow Users to access the Virtual Museum, view the exhibited Artworks therein.

 

“Platform Content” means any and all images, audio, video, graphics, animations, text, information, data, databases, computer code (source code and object code), software, and other material including Artwork, provided on or through the Platform or our Services, including any such content licensed from a third party, including Artists.

 

“Services” means the creation, management and operation of the Platform, including to provide access to Users to the Virtual Museum, and any other services as provided from time to time in accordance with these Terms and as may be necessary for the proper functioning of the Platform.

 

“Intellectual Property Rights” means any right, title or interest in or to any intellectual property including, but not limited to, patents, inventions, patent applications and disclosures, designs, copyrights, trade secrets, trademarks and trade names, know-how, source code and object code, software, programs, algorithms, databases, or any other intellectual property rights recognized in any country or jurisdiction in the world, whether registered or unregistered.

Intellectual property rights and ownership

Elektra Intellectual Property Ownership. Unless otherwise indicated by us, all Platform Content  is owned by Elektra, or by others who have licensed their content to us, and is protected by Intellectual Property Rights and other proprietary rights. Specifically, Elektra owns and retains all rights, title and interest in and to the Services, the Elektra Virtual Museum Platform, including the Application and Website and all other materials contained therein, whether appearing on or in the Platform or elsewhere, including without limitation, the Elektra and Elektra Virtual Museum logos, trademarks and trade names, product or service names, slogans, designs, the look and feel of the Platform, including of the Application and Website, social media handles, domain names, text, images, pictures, data files and compilations, software, source doe and object code, programs, algorithms, databases, and any other files relating to the Elektra Virtual Museum Platform.

 

You understand and agree that all right, title and interest (including all copyright and moral rights, trademark rights, service marks, patent rights, database rights, trade secrets and other Intellectual Property Rights of any kind, whether registered or unregistered) in the Platform Content, the Platform and the Services provided therein (whether currently existing or arising in the future) belong to Elektra, or our licensors, as applicable. When accessing the Platform or using our Services, you agree not to reproduce, copy, distribute, create derivative works of or otherwise commercialize any of the Artwork that you come across, unless expressly authorized by the rights holder of a given Artwork.

 

These Terms do not grant you any ownership over any Platform Content, or any Intellectual Property Rights in any Platform Content, the Platform or the Services provided therein. Unless otherwise stated in these Terms, neither these Terms nor your use of our Services or access to the Platform grants you any license or permission under any Intellectual Property Right of Elektra or any third party, whether by implication or otherwise. Unless otherwise stated in these Terms, these Terms do not grant you the right to use, reproduce, distribute, publish, copy, imitate, modify, adapt, create derivative works of or otherwise commercialize any of our trademarks, service marks, logos, product names, slogans, domain names, social media handles or other distinctive brand features in any way. Unless otherwise stated in these Terms, you may not use, reproduce, distribute, publish, copy, imitate, modify, adapt, create derivative works of, make available or otherwise commercialize any Platform Content, including Artwork, without our prior express written permission, or (as applicable) the appropriate third-party rights holder. 

 

Your use of any such property, except as expressly authorized by the appropriate rightsholder, shall constitute an infringement or violation of the Intellectual Property Rights of Elektra or a third party and may be a violation of federal or other laws and could subject the infringer to legal action.

Grant of license and acceptable use

You agree that you are responsible for your own conduct while accessing or using the Elektra Virtual Museum Platform, and for any consequences thereof. You agree to use the Elektra Virtual Museum Platform or your account at your own risk and only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations.

 

We hereby grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Elektra Virtual Museum Platform and the Services offered therein in accordance with these Terms (the “User License”). Our grant of the User License is subject to the conditions laid out in this section. 

 

When accessing or using the Platform and the Services offered therein, you acknowledge, agree, warrant and undertake not to (and shall not, knowingly or otherwise, authorize, allow or assist any other party to):

 

(a) use the Platform perform any unlawful activities that violate applicable laws or regulations or otherwise engage in any illicit activities;

 

(l) use the Platform in any manner that would cause you to infringe or violate any content, copyright, trademark right, patent, trade secret, publicity or other image right, moral right, database right or other Intellectual Property Rights that may belong to or are licensed to us, or any third-party, and you undertake not to take or attempt to take any action, or claim ownership of any property or content, that infringes or would infringe upon our Intellectual Property Rights or those of any third party;

 

(j) disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code, object code, underlying concepts, ideas and algorithms of the Platform or any components thereof;

 

(k) use any robot, spider, crawler, scraper, script, deep link or other similar automated data gathering or extraction tool, program, algorithm or methodology to access, copy, modify or monitor the Platform;

 

(m) use the Platform in a way that could damage, disable, impair or compromise the Platform or interfere with other Users or affect the reputation of Elektra or could harm the reputation or Intellectual Property Rights of us or our licensors;

 

(p) provide false, inaccurate, incomplete or misleading information to us or any of our affiliates or third-party service providers.

 

(collectively, the “Prohibited Activities”).

 

If you engage in any of the Prohibited Activities or otherwise materially breach these Terms, we may, without notice or liability to you, and without limiting any of our other rights or remedies contained in the Terms or at law or in equity, immediately and temporarily revoke the User License.

Data protection / privacy

Our [Privacy Policy] describes the ways in which we collect, use, store, disclose and share your personal data and is hereby incorporated by reference into these Terms. By using the Elektra Virtual Museum Platform, you confirm that you have read and understood our Privacy Policy and you understand and agree to how we collect, use, store, disclose and share amongst ourselves your personal data and disclose such personal data to our authorized service providers and relevant third parties. We will only share your personal data in order to facilitate and administer your use of the Platform or otherwise if required by law. The Elektra Virtual Museum Platform data controller will manage and protect your personal data in accordance with all applicable data protection laws. For full and comprehensive information about when and why we collect your personal data, how we use it, the conditions under which we may disclose it and how we keep it secure, please refer to our [Privacy Policy].

 

You reserve the right to access, rectify, or request the erasure of your personal data (as the case may be). You may contact [email protected] to do so.

Indemnification and limitation of liability

Users’ Indemnification. To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Elektra and our past, present and future affiliates, and our and their respective employees, officers, directors, contractors, consultants, suppliers, vendors, service providers, agents, representatives, predecessors, successors and assigns (individually and collectively the “Elektra Affiliates”), from and against all actual or alleged claims, damages (actual and consequential), awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees, court costs, costs of settlement and costs of pursuing indemnification and insurance), whether in tort, contract or otherwise (collectively, “Claims”), that are caused by, arise out of or are related to (a) your use or misuse of the Platform, (b) your breach of these Terms, and (c) your breach, infringement or violation of the rights of a third party, including another User, Artist, or third-party service provider of the Platform. You agree to promptly notify Elektra of any Claims and cooperate with Elektra in defending such Claims.

 

THE FOLLOWING PARAGRAPH DOES NOT APPLY TO QUÉBEC CONSUMERS.

 

Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER ELEKTRA, NOR OUR AFFILIATES, EMPLOYEES OR DIRECTORS SHALL BE LIABLE TO YOU FOR ANY LOST PROFITS OR REVENUES, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS. IN NO EVENT SHALL ELEKTRA’S AGGREGATE LIABILITY FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS EXCEED THE GREATER OF ONE THOUSAND ($1000) US DOLLARS (USD) OR, AS APPLICABLE, THE AMOUNT YOU PAID ELEKTRA IN THE PAST TWELVE MONTHS AS A RESULT OF OR IN CONNECTION TO THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON CERTAIN FORMS OF DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Dispute resolution

As we are not the agent of any User or Artist for any purpose, Elektra has no duty to resolve, and will not act as the agent of any User or Artist in connection with resolving any complaints or disputes related to the exhibition of an Artwork on or through the Platform or Services. However, we may, but are not obligated to, provide intermediary services between Users and Artists in connection with such dispute resolution matters. In the event we elect in our sole discretion to provide any such intermediary services, we will attempt to help Users and Artists resolve disputes in good faith and based solely on our interpretation of our policies, in our sole discretion; we will not make judgments regarding legal issues or claims. You release Elektra from any claims, demands, and damages arising out of disputes with Artists and other users of the Platform or Services.

Third party beneficiary

Each Artist is a third party beneficiary to this Agreement in relation to their Artwork, and shall have the full right to sue upon and enforce this Agreement directly to the extent they may deem such enforcement necessary or advisable to protect their rights as if they were a party hereto.

Amendments

We may amend any part of these Terms by adding content, deleting content, or changing the existing content. These amendments may be made at any time and could occur very close together, or very far apart, depending on the circumstances.

 

We will provide you with notice of the proposed amendment by posting the updated Terms on the Website. We will include a link to the previous version of the terms beneath the new version number, so you can compare the two versions. The amendments will take effect 30 days after the date on which the amended version is posted. Prior to that date, the previous version of the Terms will continue to apply.

 

If you disagree with any amendment, you may cease to access the Platform or use the Services at any time in the 30-day period before the amendment takes effect. There is no cost or penalty for ceasing to access the Platform or use our Services because you disagree with an amendment. If you do not cease accessing the Platform or using the Services during the 30-day period, then by your continued use, you are considered to have accepted the proposed amendments. 

Severability & entire agreement

THE FOLLOWING PARAGRAPHS DO NOT APPLY TO QUÉBEC CONSUMERS.

 

To the full extent permitted by applicable laws, if a particular provision of these Terms is held to be invalid by a court of competent jurisdiction, the provision shall be deemed severed from these Terms and shall not affect the validity of these Terms as a whole.

 

To the full extent permitted by applicable laws, these Terms and any other agreements referred to herein constitute the entire agreement between you and us regarding its subject matter and supersedes and invalidates all other prior representations, arrangements, understandings, and agreements relating to the same subject matter, (whether oral or in writing, express or implied). Each party acknowledges that in agreeing to these Terms it does not rely on any statement, representation, warranty, or understanding other than those expressly set out in these Terms.

Governing law & jurisdiction

These Terms, the rights and obligations of you and us under these Terms, and all claims or disputes that might arise between you and us, are governed by and shall be construed in accordance with the laws of the province of Québec and, to the extent applicable, the laws of Canada, without regard to any choice or conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods will not in any way apply to our Services, these Terms, or any other agreement between you and us, to the full extent permitted by applicable laws.