1. LICENSE TO USE THE SITE AND SERVICES
Collweb grants you a non-exclusive, non-transferable, limited right to access, use, and display the Site and Services, and the texts, images, articles, photographs, illustrations, audio, graphics, graphs, video clips, and other materials (“Content”) thereon, for your personal informational use only, provided that you comply fully with these Terms. You may not modify, create derivative works from, participate in the transfer or sale of, post on the web, or in any way exploit the Site or Services or any portion thereof for any public or commercial use without the express written permission of Collweb. You may download one copy of Content from the Site and Services for your personal informational use only, provided that you maintain all copyright, attribution, and other notices contained in such Content, including, without limitation, trademarks and service marks of Collweb and its affiliates or the copyright holder identified in the individual content's copyright notice. You may not distribute, transmit, reproduce, publish, license, rewrite, create derivative works from, transfer, or sell any Content contained on this Site or Services without the express prior consent of the copyright owner. None of the material contained on the Site or Services may be reverse-engineered, disassembled, decompiled, transcribed, stored in a retrieval system, translated into any language or computer language, retransmitted in any form or by any means, including, without limitation, electronic, mechanical, photo reproduction, recordation or otherwise, without the prior written consent of Collweb. Any images of artworks on the Site or Services are provided for use only in the context of the Site or Services, and are subject to all of the limitations set forth herein. All rights not expressly granted herein are reserved to Collweb.
You shall not interfere or attempt to interfere with the operation of the Site or Services in any way through any means, software, routine, or device including, but not limited to, spamming, hacking, or uploading computer viruses, trojan horses, time bombs, spyware, cancelbots, Easter eggs, or the means expressly prohibited by any provision of these Terms. You may not use any robot, spider, other automatic device, or manual process to monitor or copy Collweb’s Site, Services, or any content contained thereon or for any other purpose without Collweb’s prior express written permission. You may not take any action that imposes an unreasonable or disproportionately large load on Collweb’s infrastructure.
The Content, Site, and Services are also protected by Swiss Law and international intellectual property laws including, without limitation, copyright, trademark, trade services, moral rights, rights of privacy, and rights of publicity (“Intellectual Property Rights”). Collweb or its licensors own all Intellectual Property Rights in and to the Content, Site, and Services. You agree to abide by any and all copyright notices, information, or restrictions displayed on the Site and Services.
You acknowledge that you do not acquire any ownership rights by your permitted use of the Site, its Content, or any Services. You are responsible for complying with all applicable laws, rules, and regulations regarding your use of any Content. In the event of any permitted copying, redistribution, or publication of Content from the Site and Services, no changes in or deletion of author attribution, trademark, legend, or copyright notice shall be made. You may obtain more information on the copyrights, trademarks, and service marks of Collweb and its affiliates and Content owners by viewing the copyright and trademark notices posted on the Site.
3. TERMINATION OR CHANGE TO SITE OR SERVICES
Collweb shall have the right for any reason, in its sole discretion, to terminate, change, suspend, or discontinue, temporarily or permanently, any aspect of the Site or Services, including, but not limited to Content, features, and hours of availability, without further notice to you. Collweb may also impose limits on certain features and services, or restrict your access to parts or all of the Site or Services with or without further notice or liability. You agree that Collweb may terminate your use of this Site and Services, cancel your user registration, remove your Communications (as defined below), and/or exercise any other remedy available to it, if Collweb reasonably believes that you have violated or acted inconsistently with the letter or spirit of these Terms, or violated the rights of Collweb or any third party, or for any reason, with or without notice to you. You agree that Collweb will not be held liable to you or any third party as a result thereof.
4. THIRD PARTY CONTENT AND WEBSITES
As further explained below, some of the Content on the Site is contributed by third parties. Such Content does not necessarily represent the views or opinions of Collweb. Collweb does not assume any responsibility for third-party Content Communications posted on the Site or Services. Collweb does not represent or guarantee the truthfulness, accuracy, or reliability of any such Content. Any reliance upon contest posted o the site or services by third parties ist at your own risk.
The Site and some Services may contain links and pointers to third-party sites, resources, and sponsors. Links to and from the Site or Services to third-party sites do not constitute an endorsement by Collweb or any of its subsidiaries and affiliates of any third party, its site, resources, or content. Collweb cannot guarantee, represent, or warrant that the content contained in these sites is true, accurate, lawful, and/or inoffensive. Collweb has no control over these sites or the content within them. Collweb does not warrant that any third-party site will be free of viruses, or that they will not adversely impact your computer. You should direct any concerns regarding any external link to its site administrator or webmaster.
5. COLLWEB'S RIGHTS TO MATERIALS PROVIDED BY USERS
Collweb welcomes your participation on the Collweb Site and Services. By sending messages to Collweb, uploading or posting files, images, text, data, content, or other materials on the Site, or by otherwise providing information or communications to Collweb (individually or collectively "Communications") to or within the Site or Services, you grant to Collweb a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free license to use (including use for promotional and advertising purposes), copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit, create derivative works, and otherwise exploit such Communications and any ideas or original materials contained in these Communications for any purpose and in all media now known or hereafter developed. This grant includes the right to exploit any and all proprietary rights in such Communications including, without limitation, any and all Intellectual Property Rights in any relevant jurisdiction. You waive all rights you may have to inspect and/or approve any use by Collweb of any material or idea submitted by you in any Communications or to receive any compensation for such use. You waive all rights to any claim against Collweb for any alleged or actual infringements or misappropriation of any Intellectual Property Rights in connection with such Communications. You agree and understand that Collweb is under no obligation to use any Communications submitted by you on the Site or in any way.
You warrant that you own all Intellectual Property Rights in and to any Communications that you submit to Collweb, or that you have sufficient rights in and to the Communications to grant to Collweb the above license.
6. NO RESPONSIBILITY FOR USER-TRANSMITTED MATERIAL
You acknowledge that Communications to and from the Site and any Services are not confidential, and your Communications may be read or intercepted by others. You acknowledge that by submitting Communications to Collweb or the Site or Services, no confidential, fiduciary, contractually implied, or other relationship is created between you and Collweb, any Collweb affiliate, or subsidiary other than pursuant to these Terms. Collweb shall not be responsible for the payment of any money to any party in connection with Collweb's use of Communications submitted by you to the Site.
Communications submitted by third parties to the Site or Services do not necessarily represent the view or opinions of Collweb. Collweb does not assume any responsibility for the consequences of Communications on, or any communications or results arising from the use of the Site or Services. Collweb does not represent or guarantee the truthfulness, accuracy, or reliability of any Communications posted by users; Collweb does not endorse any opinions expressed by such users. Any reliance upon communication posted on the site or services ist at your own risk.
7. COPYRIGHT POLICY
Claims of Infringement:
Collweb respects the intellectual property of others and requires that you do the same. Collweb will disable and/or terminate the accounts of users who are repeat infringers. If you believe that your content has been copied in a way that constitutes copyright infringement, please provide Collweb the following information:
Notice of Alleged Infringement (“Notice”):
Identify the copyrighted work that you claim has been infringed, or, if multiple works are covered by this Notice, you may provide a representative list of the copyrighted works that you claim have been infringed.
Identify the material or link you claim is infringing and provide a description of where the infringing work is located on the website.
Provide your mailing address, telephone number and, if available, email address.
Include both of the following statements in the body of the Notice:
“I hereby state that I have a good-faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., fair use).”
“I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
Provide your full legal name and your electronic or physical signature.
While Collweb considers all such notices seriously, you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that content or activity is infringing. Accordingly, if you are uncertain whether material infringes your copyrights (including whether use of copyrighted material may constitute fair use) you may wish to seek the advice of an attorney.
You agree that Collweb has the right, but not the obligation, to monitor your Communications on the Site or Services at any time, for any reason, in its sole discretion, to determine compliance with these Terms and any other rules, policies, or guidelines that Collweb may establish. Notwithstanding this right, Collweb does not and cannot review all materials posted to the Site or Services by users. Collweb reserves the right at all times to edit, disclose, refuse to post, request removal of, or remove any Communication, in whole or in part, in its sole discretion, including, without limitation, as may be necessary to comply with any law, regulation, government or agency request, or if, in Collweb's sole discretion, such materials are objectionable or in violation of these Terms. Collweb has no liability or responsibility to users or any other person or entity for performance or nonperformance of the aforementioned screening activities.
8. USER CONDUCT
Any of the following conditions constitutes a violation of these Terms and may result in the termination of your right to use the Site or Services without notice:
Disrespecting the privacy or views of other users
Using Collweb, the Site, or the Services for unlawful purposes or to promote any unlawful activities
Impersonating or harassing another person, allowing another person to use your identification to post or view comments, or soliciting passwords or personal identifying information from other users
Transmitting "junk mail," "chain letters," or unsolicited mass mailing or "spamming"
Submitting a Communication that infringes, misappropriates, or encourages infringement or misappropriation of the Intellectual Property Rights of others,or that is obscene, defamatory, harmful, abusive, threatening, or false
Submitting a Communication that violates any law or regulation
Posting irrelevant Communications or posting Communications in inappropriate categories
You agree to indemnify, defend, and hold harmless Collweb, and all its officers, directors, owners, agents, employees, content providers, affiliates, licensors, and licensees (collectively, the "Indemnified Parties") from and against any and all claims, actions, losses, damages, liabilities, and all fees, costs, and expenses of any kind related thereto (including,without limitation, attorneys' fees and settlement amounts) incurred or suffered by the Indemnified Parties in connection with any claim arising out of, based upon, or resulting from: (i) your use of, or inability to use, the Site or Services, (ii) any negligence, willful misconduct, or any breach of these Terms, including, without limitation, breach of any warranty, covenant, or obligation hereunder by you. You agree to use counsel reasonably satisfactory to the Indemnified Parties to defend each indemnified claim or action. Collweb reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You shall not in any event consent to the entry of any judgment or settle any claim, action, or other matter, without the prior written consent of Collweb.
10. DISCLAIMER OF WARRANTIES
Collweb does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through the Content, Site, or Services. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your sole risk. Collweb reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Site or Services.
The Site and Services, including all content, software, functions, materials, and information made available on or accessed through the site, is provided on an "as is" or "as avaiable" basis without representations or warranties of any kind whatsoever expressed or implied, including, without limitation, non infringement, merchantibility, or fitness for a particular purpose.
Certain content may be considered objectionable by individual users. And the site is intented for peopole over the age of 18.
Neither Collweb nor its content providers warrant that the functions, features, or content contained in the site or services will be uninterrupted, accurate, or error free, that defects will be corrected, or that any other site or the server that makes it available is free of viruses or other harmful components. If your use of this Site or Services results in the need for servicing or replacing property, material, equipment, or data, Collweb is not responsible for those costs.
If you are dissatisfied with the site or any services, your sole and exclusive remedy ist to discontinue using the site and/ or services.
11. LIMITATION OF LIABILITY; EXCLUSION OF DAMAGES
Collweb is not liable for any lost data resulting from the operation of the Collweb Site, provision of Services, and/or the enforcement of the Terms. Collweb urges all users to maintain their own back-up versions of any Communications they provide for submission to the Site or Services.
Collweb disclaims any and all liability for the acts, omissions, and conduct of any users, advertisers, and/or sponsors on the Site or Services or otherwise related to your use of the Site and/or Services. Collweb is not responsible for the products, services, actions, or failure to act of any other third party in connection with or referenced on the Site or Services.
Under no circumstances shall collweb, its subdsidiaries, affiliates, or content providers be liable for any special, incidental, indirect, or consequential damang that are directly or indirectly related to these terms, the content, the site, or the services, including, without limitation, loss of revenue or anticipated profits or lost busniness, even if such entities or an authorized representative thereof have been advised of the possibility of such damages. in no event shall the total liability of Collweb, its subsidiaries, and affiliates to you for all damage, losses, and causes of action (whether in contract or tort, including, but not limited to, negligence or otherwise) arising from these terms, the site, or any servicies exceed, in the aggregates, US$ 100.
12. NON-SWISS RESIDENTS
Collweb makes no representation that materials in the Site or Services, including merchandise offered for sale on the Site and their copyrights, trademarks, patents, and licensing arrangements, are appropriate or available for use in locations outside Switzerland.
Those who choose to access this Site or Services from other locations outside Switzerland do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
13. ADDITIONAL REMEDIES
You agree that monetary damages may not provide a sufficient remedy to Collweb for your violation of these Terms, and, accordingly, you acknowledge and agree that Collweb is entitled to immediate injunctive relief for any such violation without the necessity of posting a bond, in addition to any other remedy available to Collweb under these Terms, at law, or in equity. Collweb may release user information about you if required by law or subpoena, or if the information is necessary or appropriate to release to address an unlawful or harmful activity. Collweb is not required to provide any refund to you if you are terminated as a user because you have violated these Terms.
The provisions titled "Ownership," "Termination or Change to Site or Services," "Collweb's Rights to Materials Provided by Users," "No Responsibility for User Transmitted Material," "Copyright Policy," “User Conduct,” "Indemnification," "Disclaimer of Warranties," "Limitation of Liability, Exclusion of Damages," “Non-United States Residents,” "Additional Remedies," "Survival," and "General Provisions" will survive termination of these Terms, together with all other terms and conditions that by their nature or context are intended to survive termination.
The Subscription Agreement and Terms of Sale (hereafter, the "Agreement") governs your use of Collweb products and services more fully described below ("Products"), and creates a legally binding agreement between you and Collweb Worldwide Corporation ("we," "us," "our," or "Collweb"). By checking the box marked “I accept Collweb Terms and Conditions” at the bottom of the registration page, you accept and agree to be bound by this Agreement.
Any changes to this Agreement will be effective upon posting of the revisions to our website. If we change this Agreement, we shall post a revised version of this Agreement here, which shall automatically replace the terms of this Agreement. You are responsible for reviewing our website and any applicable changes. Changes to this Agreement may be posted on our website without notice to you. Your continued use of our products and services following our posting of a revised Agreement will constitute your acceptance of the revised Agreement. If you do not agree with the terms of this Agreement, or any revised version of this Agreement, do not continue to use Collweb products.
1. DEFINITION OF PRODUCTS, SERVICES AND PRICES
Collweb offers a variety of products and services. Below is a definition of all products and services available on the Collweb.com website, and which are included in the term "Products."
Basically Collweb is not a website for buying/ selling objects directly through the website. The purpose of Collweb is to connect collections and collectioneurs all over the world to get information about avaivable objects or their location.
Pricing and other details about a Product are set forth on the product page for the applicable Product directoly on the website; and such pricing and other details are expressly incorporated by reference into the terms of this Agreement.
The basic Product is a Membership free of charge. This Product allows you to manage your own collection.
If you as an Individaual would like to open your collection to the public, you need the respective upgrade. The upgrade does allow you to present you objects to the public to find buyers if you like to sell. The upgrade enables you also to find objects from other collections when you are maybe interested in buying them.
In no case there is any legal connection between Collweb and the buyer/ seller of any objects in case of a deal between them. Collweb is not directly involved in the deals. The deals have to be made apart by buyer and seller. Collweb is not a website offering the possiblites of selling and buying objects directly on the website.
The unique purpose of Collweb is to offer Members with upgrades a plattform and place to meet other buyers and sellers.
The content and possibilites of the Products - meaning the upgrades beside Membership - are defined directly on the website.
Collweb offers upgrades to Museums for a special price to enable them to use Collweb as a information website to find out where interesting objects may be found for loans for exhibitons.
Collweb offers upgrades to Companies and Galleries to enable them to offer their objects on the website.
You are responsible for paying all applicable sales, use, transfer, value-added, or other taxes and all duties, whether international, national, state, or local, however designated, which result from the purchase of our Products. When Collweb is required to collect such taxes from you, Collweb may charge applicable taxes at the time of sale. You agree to pay all charges, including applicable taxes, in accordance with the billing terms in effect at the time the price or charge becomes payable. If an error has been made in the amount of taxes collected by Collweb with respect to your purchase, we reserve the right to process an additional charge in order to meet our obligations to collect such taxes in the correct amount as required by applicable law.
3. MODIFICATION OF PRICING AND BILLING TERMS
We reserve the right at any time to institute new prices, and to change the amount of or the basis for determining any prices or charges with respect to the Products, or charge taxes applicable to the sale of our Products. You agree to pay all charges, including applicable taxes, in accordance with the billing terms in effect at the time the price or charge becomes payable.
We reserve the right to modify the prices and charges at any time.
4. BLLING CURRENCY
Products are advertised in US dollars on Collweb.com.
These currencies are only used for advertisement purposes, and your purchases of any Collweb product will be billed in the currency of the country listed in your credit card billing address:
Euro (EUR/€) if your billing address is in the European Union
British pound (GBP/£) if your billing address is in the United Kingdom
United States dollar (USD/$) if your billing address is in the United States or other countries not otherwise defined
When purchasing Collweb Products on the Site, your credit card billing address entered on step 2 will affect the currency and price of your order. The price is displayed on step 3 in your local currency, and you can choose to return to step 2 to edit your billing address before purchasing if needed.
5. DISPUTE OF CREDIT CARD CHARGES
If you have a disagreement regarding a credit card charge, you may contact the Collweb customer support team in writing within 90 days of the date of the initial credit card charge. You agree that Collweb is not liable for any charges or errors not reported within such 90-day time frame; and you expressly waive any right to dispute a charge to your credit card if you have not contacted Collweb customer support in writing with respect to any disputed charge within such period.
The Membership and the account can only be terminated by giving a written 3 month notice to Collweb.
Collweb may terminate your right to use and/or access any Product (including, but not limited to, any subscription which you may have for any Product) at any time in our sole discretion, with or without prior notice.
7. USE OF PRODUCTS AND SERVICES
In consideration of the payments made by you, and subject to you, observing the obligations under this Agreement, we grant you access to the Products purchased via our website under the following conditions:
1. Unless otherwise agreed upon by us, each Product is limited solely to you, is not transferable, and does not extend to any other person, employer, subsidiary, parent organizations, or any other related or affiliated organizations. You may not assign, sub-license, transfer, change, or otherwise dispose of your rights under this Agreement without the prior written consent of Collweb.
2. You may print single copies of individual results pages and other items from searches on the Price Database Fine Art and Design and the Collweb Price Database Decorative Art, but not more than one percent (1%) of the aggregate databases, respectively.
3. You may not duplicate or distribute Collweb Analytics Reports, including the information contained within a report, without the prior written consent of Collweb.
4. It shall be the gallery member’s sole and exclusive responsibility to secure any necessary permission and/or authorizations to reproduce, display, or distribute the Materials as herein licensed where such rights are held by third parties. The member represents and warrants that it has the right to publish the materials supplied to Collweb and to grant Collweb the rights licensed herein, and that such materials do not infringe on any third party’s rights and are not otherwise unlawful. The member grants Collweb an irrevocable, non-exclusive, worldwide, royalty-free, perpetual license and right to publish, reproduce, distribute, or otherwise use any and all materials, text, information, images, photographs, or other content listed, posted, displayed, or otherwise submitted by the member to Collweb (collectively, the “materials”) for all purposes, in any format or media now known or hereinafter invented.
5. We shall grant a username and password or IP restriction to you. You are responsible not to disclose the username, password, or IP address to any other person, and to monitor your account for any usage that is not your own. In the event that you cannot recall your username or password, or you become aware that another person is using your username, password, or IP restriction, you must immediately contact the Collweb customer support team. You agree to cooperate with us to stop further abuse should it occur.
6. We reserve the right to issue replacement usernames and/or passwords at any time.
7. You do not own any information you have purchased or printed from our Product pages or website. You shall use your best efforts to safeguard the intellectual property, confidential information, and proprietary rights of Collweb.
8. You are responsible for the provision of and payment for the computer equipment and telecommunication services necessary to access the purchased Products. We shall not issue credits or refunds against charges incurred by you in relation to such telecommunication services or those incurred contacting our customer support team. You accept that we have no control over such telecommunication services and that we shall have no liability to you for the acts or omissions of telecommunication service providers, or for faults in or failures of their apparatus.
8. Usage Restrictions
You agree that you will not:
(a) Sell, distribute, license, rent, or otherwise exploit any Product provided, or any element of it, for any commercial purpose
(b) Make any Product, or any element of it, available to other persons
(c) Make any Product, or any element of it, available on, or by, electronic bulletin boards, news groups, websites, blogs, FTP, or any other means of posting or transmitting material on the Internet, an online service, local, or wide area network
(d) Remove or obscure any copyright notice(s) from materials including hard-copy print-outs
(e) Use any Product, or any element of it, to create any derivative work, product or service, or merge any Product with any other product, database, or service
(f) Alter, amend, modify, translate, or change any Product, or any element of it
(g) Undertake any activity which may have a damaging effect on our or any of our third-party licensors' ability to achieve revenue through selling and marketing the Products
(h) Otherwise use any Product, or any element of it, supplied in accordance with this Agreement in a manner that would infringe the copyright or other proprietary rights contained within it
(i) Permit any third party to obtain remote access to any Product, or any element of it, through your computer network
(j) Download or permit any third party to download any digital information to any storage media, including, but not limited to, system servers, USB sticks, hard disks, diskettes, CD-ROMs, and back-up tapes
(k) Disclose the username or password assigned by us to any person, firm, or company
9. DISCLAIMER OF WARRANTY
Collweb, its affiliates, and any third-party providers, as well as their officers, directors, shareholders, employees, and agents, do not guaranty and make no representations or warranties with respect to the accuracy, completeness, timeliness, or availability of the Products or any information contained within the Products. The products are provided “as is.” Neither we nor anyone else makes any warranties of any kind, either expressed or implied, including, but not limited to, warranties of merchantability, quality, accuracy, or fitness for a particular purpose. To the fullest extent permitted by applicable law, all implied warranties, conditions, and other terms of any kind are hereby excluded. No oral or written information or advice given by any representative of us, or by anyone else, shall create any warranties.
10. LIMITATION OF LIABILITY
We shall not be liable to you for any loss or damage whatsoever resulting from omissions or inaccuracies in the Products regardless of how it was caused, including, but not limited to, the omission of any transactions from our databases, reports, and indices. We do not warrant that access to the Products will be free from errors or faults. In the event of a fault, you shall notify the Collweb customer support team by telephone, email, or letter, and we shall use reasonable efforts to correct those faults or errors reported by you.
We shall not be liable for any claim or loss arising from:
(a) Any failure or malfunction resulting wholly, or to any extent, from your negligence, operator error, or any other misuse or abuse of any Product
(b) Any failure by you to take steps recommended by us to resolve a fault in any Product
(c) Any modification of any Product, its merger with any other program, or any maintenance, repair, adjustment, alteration, or enhancement of any Product by any person other than us
(d) Your inability to use any Product due to website downtime
To the fullest extent permitted by applicable law, Collweb does not accept liability for any loss or damage of any kind incurred as a result of your use of the Products, or relying on any information contained in the Products, including, but not limited to, the making of any purchase, sale, or other investment decision, or the giving of any advice in reliance on, or on the basis of, any Products or conclusions drawn from such Products.
Collweb encourages its customers to consult with art experts and investment professionals before making any buying or selling decisions. Past performance is not an indication of future results. Returns shown in Collweb Indices and Analytics Reports may not represent the results of actual sales transactions.
To the fullest extent permitted by applicable law, our liability in respect to any and all claims and/or actions (whether in contract, in tort (including negligence) or otherwise) arising out of or in connection with this agreement, or any product supplied hereunder, is limited to the amount of charges actually paid by you under this Agreement. No action, regardless of form, arising out of this Agreement, or any Product supplied hereunder, may be brought by you more than one year after you know of the occurrence which gives rise to the cause of such action.
Notwithstanding anything else contained in this agreement, and except where prohibited by applicable law, in no event shall we be liable to you or anyone else for loss of profits, business, revenue, goodwill, anticipated savings, or any indirect, incidental, special, punitive, consequential, or similar loss or damage of any kind or nature, even if we have been advised of the possibility of such losses or damages in advance.
You shall indemnify and hold us harmless against any and all claims, actions, demands, legal proceedings, losses, damages, liabilities, and costs and expenses, including, but not limited to, legal charges, arising from any misuse of any Product under this Agreement, whether or not authorized by you, which are brought against us by third parties, and shall reimburse us for any costs and expenses, including, but not limited to, legal charges, resulting from any claims by us against you.
11. FORCE MAJEURE
Our failure to perform any term or condition of this Agreement as a result of conditions beyond our control including, but not limited to, wars, strikes, floods, governmental restrictions, power failures, and damages or destruction of any network facilities or services, shall not be deemed a breach of this Agreement.
12. GOVERNING LAW
This Agreement, and the rights and liabilities of the parties with respect to this Agreement and the subject matter thereto, shall be governed by and construed according to the laws of Switzerland, without reference to the principles of conflicts of laws thereof, and of Switzerland applicable therein. You consent to the jurisdiction of the courts of the County of Berne or, if subject matter jurisdiction exists, to settle any dispute arising out of or relating to this Agreement or its subject matter not settled by the parties.