WA MEMBER AGREEMENT

 

This is the agreement ("Agreement") between you as either an individual architect, artist, or author or as the legal authorized representative of a group of architects, artists, or authors ("Author") and World Architecture Community, ("WA") concerning the uploading of Author's written, audio, visual, audiovisual and other materials (the "Author Materials" defined below) to the worldarchitecture.org website or any successor(s) websites and/or websites to which the contents in whole or in part of worldarchitecture.org are assigned (the "WA Site(s)") and concerning WA's use of Author Materials on the WA Site(s). If Author is agreeing on behalf of a group then each reference to "Author" in this Agreement refers to each member of the group or the group as a whole, as the case may be. Author and WA acknowledge the exchange of mutual benefits and promises and other consideration and agree as follows with respect to new submissions of Author Materials and any former submissions of Author Materials:

 

1. Term. The term ("Term") of this Agreement starts on the date that the Author Materials are initially uploaded to any WA Site(s) and continues until either Author or WA terminates this Agreement in writing, with or without cause or by the removal of Author Materials for the purpose of termination all subject to the survival of certain undertakings in this agreement set out in paragraph 15 (f), below:

 

a) To the extent this Agreement is terminated by Author, the rights and obligations granted in this Agreement will terminate only after Author has removed all of his or her Author's Materials from the WA Site(s) for the purpose of termination excluding those Author Materials that cannot be removed by Author (e.g. comments posted to WA), or WA has received notice of the removal whichever is the latest. If this Agreement is terminated by WA, this Agreement will terminate when WA removes Author's Materials from the WA website excluding comments posted to WA by Author. If the Agreement is terminated in these ways, the parties agree to cooperate in providing an orderly termination of the relationship.

 

b) Author can selectively terminate this Agreement with respect to any individual work posted by Author to WA by removing the posted work from WA and this selective termination with respect to an individual work will become effective when WA receives notice of the removal. WA provides a removal function with respect to individual works posted by Author and the proper use of this function shall serve as notice of removal. If the Agreement is terminated with respect to an individual work in this way, the parties agree to cooperate in providing an orderly withdrawal of the work to the extent it has been licensed to third parties under this agreement or to the extent that Author has placed the work in the Print program or similar commercial efforts within WA Sites.

 

2. Ownership. Author at all times retains all right, title and interest in and to the Author Materials provided by Author hereunder (including, without limitation, the copyrights in and to the Author Materials), subject to the non-exclusive rights in the licenses granted to WA under this Agreement. Author is free to grant similar rights to others during and after the Term of this Agreement.

 

3. License To Use Author Materials. As and when Author Materials are uploaded to the WA Site(s), Author grants to WA a worldwide, royalty-free, non-exclusive license to do the following things during the Term:

 

a) to prepare and encode Author Materials or any part of them for digital or analog transmission, manipulation and exhibition in any format and by any means now known or not yet known or invented;

 

b) to display, copy, reproduce, exhibit, publicly perform, broadcast, rebroadcast, transmit, retransmit, distribute through any electronic means (including analog and digital) or other means, and electronically or otherwise publish any or all of the Author Materials, including any part of them, and to include them in compilations for publication, by any and all means and media now known or not yet known or invented ;

 

c) to modify, adapt, change or otherwise alter the Author Materials (e.g., change the size) and use the Author Materials as described in Section 3(b); and

 

d) the right to sublicense to any other person or company any of the licensed rights in the Author Materials, or any part of them, subject to the terms and conditions of this Agreement.

 

e) Author acknowledges that Author will not have any right, title, or interest in any other materials with which Author Materials may be combined or into which all or any portion of Author Materials may be incorporated.

 

f) During the Term, WA's licenses under this Agreement include the right to use any part of the Author Materials in the promotion, advertising or marketing of the WA Sites.

 

g) As used in this Agreement, the term "Author Materials" means any content uploaded to the WA Site(s) which may include without limitation Author's name(s) (including professional names), trademarks, trade names, likenesses, photographs, biographical materials, audio-visual materials, artwork, liner notes, and other graphical, textual, video, film or audio materials and any and all "skins," computer-generated images or other artwork or images that Author submits to WA in any medium or format whatsoever.

 

4. Name and Likeness. Author also grants to WA:

 

a) a worldwide, royalty-free, non-exclusive license to use Author's name(s), group name, photograph and/or likeness(es) and biographical materials in connection with the distribution, exploitation, promotion, marketing and advertising of the Author Materials, and the WA Site(s)as described hereunder, during the Term;

 

b) Author also agrees not to assert against WA any privacy, publicity, moral or similar rights held by Author and on behalf any other person(s) whose name(s), photographs and/or likeness(es) and/or performances are embodied in the Author Materials. Author also agrees that any persons other than Author appearing recognizably or otherwise in Author Materials will not assert of any privacy, publicity, moral or similar rights under the laws of Turkey and any other country in connection with the exploitation of the materials as described in this Agreement; and,

 

c) To the extent that the Author Materials contain the name(s), group name, photograph and/or likeness(es) and biographical materials of any other person, Author hereby grants to WA a worldwide, royalty-free, non-exclusive license to use them in connection with the distribution, exploitation, promotion, marketing and advertising of the Author Materials, as described in this Agreement, during the Term.

 

5. Limitation Of Rights. The rights and licenses granted to WA under sections 3 and 4 of this Agreement require WA to obtain Author consent before WA makes any commercial agreement with anyone else to separately buy, license, re-sell or re-publish or commercially use any Author Materials not in association with WA but as an individual work of art or as a group of works from a single Author in isolation from any other works. No additional consent is required for any other licensed uses under this Agreement of Author Materials either as part of the WA Site(s) or in connection with the distribution of content groups from the WA Site(s) and/or for uses of the Author Materials made at the discretion of a visitor to the WA Site(s) or other users under agreements with WA. WA will contact Author in writing about any individual commercial uses of Author Materials instigated by WA.

 

6. Payment. Unless otherwise agreed between Author and WA in writing from WA, the license granted to WA under this Agreement is royalty-free.

 

7. Representations and Warranties. Author represents and warrants that:

 

a) Author has the full right and power to enter into and perform this Agreement and to grant WA all rights to use the Author Materials as contemplated in this Agreement, including, without limitation, the license grants in Sections 3, 4 and 5,

 

b) Author has obtained all necessary third-party consents, rights, licenses and permissions, if any, required for Author to enter into and perform this Agreement and to grant WA the rights to use the Author Materials set out in this Agreement (including, without limitation, consents and permissions from owners of any elements that are used in the Author Materials),

 

c) the Author Materials (and WA's use of them under this Agreement) do not and will not infringe on any rights of any third party, including but not limited to any trademark, copyright, patent, trade secret, right of privacy or publicity or moral rights of any third party,

 

d) all information that Author has provided or will provide to WA is true and complete,

 

e) the Author Materials do not and will not violate any law, statute, ordinance or regulation,

 

f) the Author Materials do not and will not be defamatory, libelous, threatening, pornographic, obscene, harmful to minors, violations of child pornography or child sexual exploitation laws,

 

g) the Author Materials do not and will not contain any viruses or other programming routines that may detrimentally interfere with computer systems or data, whether those of WA or any third party, and

 

h) if Author or any member of Author's group is a minor, Author hereby warrants that Author has the legal right to execute this Agreement on behalf of the minor author and guarantee such person's performance of the terms of this Agreement. These warranties shall survive any termination of this Agreement.

 

8. Third Party Payments. Author is responsible for all licensing, reporting and payment obligations of any kind to third parties in connection with the Author Materials.

 

9. Indemnity. Author agrees to defend, indemnify, reimburse and hold WA and its parent, subsidiary and affiliated entities, and its and their members, managers, officers, directors, representatives, employees, agents, successors, designees, licensees, sublicensees and assigns harmless from and against any and all liability, loss, damages, judgments, costs and expenses (including but not limited to reasonable attorney's fees, costs and expenses, notary and court costs) arising out of or related to:

 

a) Author's use of the WA Site(s);

 

b) any breach or alleged breach of Author's representations and warranties and/or any breach, alleged breach or violation of the notices, terms and conditions of this Agreement and/or related law;

 

c) Author's violation or alleged or threatened violation of any rights of a third party, including, without limitation, any trademark, copyright, patent, trade secret, right of privacy or publicity or moral rights of any third party, arising from the submission and/or use of Author Materials as provided in this Agreement.

 

10. WA's Performance. Author acknowledges and agrees that the operation of the WA Site(s) may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and WA will not be responsible to Author or others for any interruptions, errors or problems or even for an outright discontinuance of the WA service. There are no assurances whatsoever that any of the Author Materials or any part or element of Author materials will actually be used on the WA Site or if used will continue to be available for any particular time. WA has the right, in WA's sole and absolute discretion and without notification, to remove from the WA Site(s) at any time the Author Materials or any part of them and/or to revoke any sublicense granted by WA to any affiliate or unaffiliated third party. Notwithstanding the foregoing, WA does not control the content of the Author Materials and does not have any obligation to monitor the content of the Author materials for any purpose or reason. Author acknowledges that Author is solely responsible for all content submitted to the WA Site(s) by Author. The WA Site may be discontinued at any time, with or without reason and all Author materials uploaded to WA may be removed and unavailable for recovery by any means. Author and only Author is responsible for maintaining at Author's expense and in facilities owned or controlled only by Author any and all original materials or so-called back-up copies of all or any part of the Author Materials.

 

11. No Warranty. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WA DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

 

a) UNINTERRUPTED OR CONTINUOUS AVAILABILITY OF THE WA SITE, AND

 

b) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THE WA SITE AND ANY SERVICES PROVIDED BY WA HEREUNDER. IN ADDITION, ALTHOUGH WA INTENDS TO TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF VIRUSES OR OTHER DESTRUCTIVE MATERIALS TO THE WA SITE(S), AND WHETHER OR NOT WA IMPLEMENTS THE AFOREMENTIONED REASONABLE PROTECTIONS, WA DOES NOT WARRANT THAT THE WA SITE(S), ANY PART THEREOF, OR ANY INFORMATION OR OTHER MATERIAL ACCESSIBLE THROUGH THE WA SITE(S) IS FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL COMPONENTS.

 

12. No Liability for Third Party Use. WA DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR ANY THIRD-PARTY USE OF THE AUTHOR MATERIALS MADE AVAILABLE ON THE WA WEBSITE BY THE AUTHOR PURSUANT TO THE TERMS OF THIS AGREEMENT. AUTHOR SHALL BE SOLELY RESPONSIBLE FOR SEEKING RELIEF FOR ANY UNAUTHORIZED USE OF AUTHOR MATERIALS BY A THIRD-PARTY, AND NOT FROM WA. THIS MEANS, AMONG OTHER THINGS, THAT IF ANOTHER PERSON OBTAINS AUTHOR MATERIALS FROM WA (WHETHER OR NOT WITH WA'S PERMISSION), AND USES THOSE MATERIALS IN A WAY NOT AUTHORIZED BY THE LICENSES GRANTED UNDER THIS AGREEMENT AUTHOR WILL SEEK REDRESS OR RECOVERY FROM THE OTHER PERSON AND NOT FROM WA, AND THAT AUTHOR WILL NOT HOLD WA RESPONSIBLE OR LIABLE FOR SUCH UNAUTHORIZED USE.

 

13. Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT (INCLUDING NEGLIGENCE) SHALL WA, ITS OFFICERS, DIRECTORS, MEMBERS, PARENTS, AFFILIATES, SUBSIDIARIES, LICENSEES, ASSIGNS, SUCCESSORS, AGENTS, REPRESENTATIVES, EMPLOYEES OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING OUT OF AN ACTION UNDER CONTRACT, NEGLIGENCE OR ANY OTHER THEORY AND DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS, INCIDENTIAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES), WHETHER OR NOT DEVIANT ART HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE WA SITE(S).

 

14. Copyright and Trademark Notices. WA, the WA logos and mascots, and the layout and design of the WA Site(s), among other marks that may appear on the WA Site(s) are trademarks of WORLD ARCHITECTURE COMMUNITY (the "WA Marks"). Other trademarks and service marks on the WA Site(s) may be the property of the advertisers, content partners and/or providers, or other third parties. Author may not use any of the WA Marks without WA's prior written permission, and Author may not use any third-party marks without the third party's prior written permission.

 

15. Miscellaneous.

 

a) Governing Law; Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF TURKEY WITHOUT REGARD TO ITS OR ANY OTHER JURISDICTION'S CONFLICT OF LAWS PRINCIPLES. THE SOLE VENUE AND JURISDICTION FOR DISPUTES ARISING FROM THIS AGREEMENT SHALL BE THE APPROPRIATE COURT LOCATED IN GENEVA, TURKEY, AND AUTHOR AND WA BOTH IRREVOCABLY AGREE TO SUBMIT TO THE JURISDICTION OF SUCH COURTS.

 

b) Assignment. WA shall have the right to assign this Agreement in whole or in part to any person or business entity. Author may not assign Author's rights or delegate Author's obligations under this Agreement without the prior written consent of WA.

 

c) Notice. All notices, requests and other communications ("Communications") under this Agreement must be in writing and sent to:

 

World Architecture Community
PROGE Uluslararasi Projeler Yonetim Danis. San. ve Tic. A.S.

Maslak Mah. Dereboyu 2. Cad.

Nurol Plaza No.21/A

TR-34485 Sariyer

Sariyer / Istanbul / Turkey

 

Or by fax to:

 

Fax Number +90 212 352 20 25

ATTN: WA Community

 

Communications shall be deemed received:

 

1. for Communications sent by registered or certified mail, postage prepaid, return receipt requested or by Federal Express or other reputable overnight courier service, on the date of receipt or refusal as indicated on the return receipt;

 

2. for Communications sent by personal delivery, on the date of personal delivery; and

 

3. for Communications sent by facsimile, upon transmission subject to telephone confirmation of receipt.

 

4. No other form of notice shall be accepted under this Agreement, other than the electronic notification for individual works under the circumstances specifically described in 1(b).

 

d) Entire Agreement. This Agreement sets forth the entire understanding and agreement of Author and WA as to the subject matter hereof and supersedes all prior proposals, discussions or agreements (oral and written) with respect to such subject matter.

 

e) Modification. WA reserves the right to amend the terms of this Agreement from time to time in its sole discretion. WA will notify Author of any material changes to this Agreement by sending an e-mail to the address listed in Author's account. If Author continues to upload Author Materials after being notified of the changes to the Agreement, Author will be deemed to have accepted those changes and the new terms of the Agreement will govern all prior and future submissions of Author Materials. If Author does not accept the new terms of the Agreement, Author's only and exclusive remedy will be to terminate this Agreement. Otherwise, this Agreement may only be changed in writing, signed by both parties, that specifically refers to the parties' intent to amend this Agreement.

 

f) Survival. The provisions of Sections 1, 3(e), 4(b) 5, 6, 7, 8, 10, 11, 12, 13, 14 and 15 shall survive any termination of this Agreement. In addition, any sublicenses granted to third parties for the display of Author Materials on electronic or other devices pursuant to Section 3 shall survive any termination of this Agreement for such reasonable time as may be necessary to withdraw Author Materials from the particular license; any use of Author Materials pursuant to Section 3 with respect to the making of so-called backup copies or caching of WA Sites or any equivalent activity or function for general site maintenance and protection shall survive any termination of this Agreement; and, Author Materials consisting of comments posted to WA will remain as part of the WA database and available to all users of WA Sites following termination of this Agreement.