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Subscription Terms of Service

Last modified July 31, 2024

THESE TERMS OF USE (AND ARTBNK INC.’S PRIVACY POLICY, AS NOTED BELOW) CREATE A LEGAL AGREEMENT (THIS “AGREEMENT”) BETWEEN ARTBNK INC, A DELAWARE C-CORPORATION (“ARTDAI“, “we”, “us” or “our”) AND THE USER OF THE SERVICE ENTERING INTO THIS AGREEMENT (“YOU” OR “YOUR” OR “CUSTOMER”). YOU SHOULD CAREFULLY READ THIS AGREEMENT AND THE PRIVACY POLICY (the “Privacy Policy”), WHICH IS INCORPORATED INTO AND GOVERNED BY THIS AGREEMENT. THIS AGREEMENT GOVERNS YOUR USE OF THE WEBSITE WWW.ARTD.AI AND ANY SUBDOMAINS (the “Site”) AND THE SOFTWARE SERVICES, SOFTWARE FEATURES, DATA AND INFORMATION AVAILABLE ON THE SITE AND/OR ANY MOBILE APPLICATIONS WE MAY OFFER (TOGETHER WITH THE SITE, ALONG WITH ASSOCIATED AND SUCCESSOR WEBSITES, APPLICATIONS, FEATURES, INFORMATION, AND SERVICES, OR ANY PART THEREOF, THE “SERVICE”). BY USING OR ACCESSING THE SERVICE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, OR YOU ARE BELOW THE AGE OF 21, YOU ARE NOT PERMITTED TO USE THE SERVICE.  THE SERVICE MAY BE ACCESSED DIRECTLY THROUGH THE SITE OR THROUGH SOCIAL MEDIA ACCOUNTS, AND OTHER ONLINE CHANNELS. ARTDAI IS NOT LIABLE FOR THE USE OF THIS SERVICE BY, OR FOR ANY CONTENT OR ADVERTISEMENTS VIEWED BY MINORS IN VIOLATION OF THIS AGREEMENT. FOR THE PURPOSES OF THIS AGREEMENT, “CONTENT” SHALL BE DEFINED AS ALL DATA, SOFTWARE FEATURES, EXPORTS, DOWNLOADS, AND ANY OTHER OUTPUTS DERIVED DIRECTLY FROM THE PLATFORM.

1. Changes to this Agreement.

Except with respect to Section 16.4 (Mandatory Arbitration), ARTDAI reserves the right, in its sole discretion, to change, modify, add to, supplement or delete any terms and conditions of this Agreement (including the Privacy Policy, which is incorporated into and governed by this Agreement) at any time; provided, however, that ARTDAI will use reasonable efforts to provide you with notification of any material changes (as determined in ARTDAI’s sole discretion) by email, postal mail, website posting, pop-up screen, or in-service notice. You should visit this page whenever you use the Service to review this Agreement and learn if any terms have changed.  If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must immediately stop using the Service. Your continued use of the Service following any revision to this Agreement constitutes your acceptance of all such changes.

2.     Access to the Service.

2.1.     Subject to your acceptance of and compliance with this Agreement, ARTDAI grants to you a non-exclusive, non-transferable, revocable limited license to use the Service and any related Content for purposes of tracking, organizing, recording, offering, publicizing, acquiring, and valuing artwork that is owned, controlled, displayed or sold by you or your clients and customers.  

ARTDAI will make the Services available to the number of seats as specified in the applicable Order Form. Each seat grants access to the Services, on behalf of Customer, to a unique person (the “Authorized User”). For the purpose of this Agreement, Authorized User means any individual, including employees and consultants (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.

Customer must obtain separate, dedicated entitlements for each Authorized User and shall not grant access to the Services to any other entity or individual. An entitlement for an Authorized User is unique to that Authorized User and may not be shared, nor may it be reassigned other than for the permanent transfer of the Authorized User entitlement to another person. Customer shall be responsible for the compliance by any Authorized Users with the terms of this Agreement. Unauthorized use of the User ID and password for access to the Services, with or without Customer’s knowledge, is a breach of this Agreement.

2.2.   ARTDAI may change, modify, suspend, or discontinue all or any aspect of the Service at any time, and may also impose limits on certain features or restrict or prohibit your access to parts or all of the Service at any time, all without notice or liability, provided that (i) in most cases it would only do so for a good reason and with notice, and (ii) you will be entitled to a pro-rata refund of any amounts attributable to a period when the Service have been discontinued or substantially diminished or limited.

2.3.     Your use of the Service is conditional upon your compliance with this Agreement, and any use of the Service in violation of this Agreement may constitute infringement of ARTDAI’s copyrights in and to the Service and Content (as applicable). ARTDAI reserves the right to terminate your access to the Service without notice if you violate this Agreement or for other good cause.

2.4.    Unless you have subscribed to a multi-user account, your subscription — and your password and account — are personal to you and may not be shared with others.

2.5.     Use of the Service by Minors.  Individuals under the age of 21 may not use the Service.  In the event you allow a minor to use the Service, you hereby accept this Agreement on the minor’s behalf and you agree that you will be responsible for all uses of the Service by the minor, whether or not these uses were authorized by you.

2.6      Customer will not, and will not encourage, permit or assist any third party to, directly or indirectly use such Services and Content for any purpose other than its own legitimate business purposes. For clarity, legitimate business purposes does not include the resale or public distribution of the Services or Content in any manner that allows unrestricted access to the general public.

3. Subscription and Payment.

Access to the Service is only available to persons who create valid accounts and, where required by our subscription terms, pay the applicable fees.

Our pricing and payment terms can be found on the Site’s pricing page at www.artd.ai or in your invoice (the “Pricing Terms”), which are hereby incorporated into this Agreement. If you subscribe to the Service the following applies:

You will pay the full subscription price set out in the Pricing Terms for the Services used by you or by anyone using your account. The full subscription price for the plan period will be debited from your debit or credit card at the time of registration.

You will provide complete and accurate registration information and inform us of any changes to that information.

You represent and warrant that you are over 21 years of age and able to enter into a valid and binding agreement with us.

Your subscription will renew automatically, and the subscription price applicable at the time of renewal as set out in the Pricing Terms will be charged to your card, unless canceled by you prior to the renewal date. If your card is declined upon renewal, there is a grace period of 10 days before your subscription is canceled.

All payments are final and there will be no partial refunds for mid-subscription-period cancellations. This means annual subscription payments are paid in full upfront unless otherwise agreed, and you shall have access to the Service for that full year following the payment. Monthly subscription payments will provide access to the system until the same day of the following month. Mid-period cancellations for either subscription-types shall not under any circumstances constitute a refund for the Services purchased by the Customer.

All prices are exclusive of sales, use, transfer, value-added, or other taxes and duties as may be applicable in any relevant jurisdiction (international, national, state, or local) (“Sales Tax”) (if any). If we make an error in the amount of Sales Tax collected we reserve the right to process an additional charge in the amount of the properly chargeable Sales Tax.

    4. Ownership of Intellectual Property.

    4.1.    Customer acknowledges that, as between Customer and ARTDAI, ARTDAI owns and retains all right, title, and interest in and to (i) any platform, software and Services and all improvements, enhancements or modifications thereto, (ii) any software, applications, inventions or other technology developed in connection with the Services, and (iii) all intellectual property and proprietary rights in and related to any of the foregoing (collectively, “ARTDAI IP”).  Customer’s use of the ARTDAI IP inures to the benefit of ARTDAI.  To the extent Customer acquires any right, title or interest in and to the ARTDAI IP, Customer (on its own behalf as well as on behalf of its current and future Affiliates, officers, directors, employees, agents and subcontractors) hereby irrevocably transfers, conveys and assigns in perpetuity such right, title or interest to ARTDAI.  Unless otherwise specified in writing, all Content and other materials that are part of the Service are owned, controlled, or licensed by ARTDAI and its licensors and are protected by law from unauthorized use. The entire contents of the Service are copyrighted under U.S. copyright laws and/or similar laws of other jurisdictions. ARTDAI, and the ARTDAI logos, are trademarks of ARTDAI and may not be used without the express written permission of ARTDAI.

    4.2.     You do not acquire any ownership rights by using the Service, or by copying or downloading Content from the Service, though you retain ownership of any information or Content initially owned by you that you upload or incorporate into the Service. You agree that you may not and shall not use the Service or Content in any manner that competes with ARTDAI. You represent and warrant that you have the right to upload or otherwise incorporate Content into the Service and that doing so will not violate any intellectual property or proprietary rights of any third person or entity.

    4.3.     You hereby grant to ARTDAI an unlimited, non-exclusive, worldwide, perpetual, irrevocable, royal-free sublicensable (through multiple tiers), and transferable right and license to use all comments, feedback, blog or forum statements, suggestions, ideas, emails and other submissions disclosed or submitted to ARTDAI in connection with your use of the Service (collectively, “Submissions”) in any manner ARTDAI may desire, including, but not limited to, to make, have made, use, sell, offer to sell, import, reproduce, modify, create derivative versions of, distribute, publicly display and publicly perform such Submissions, in any and all forms and media now known or hereafter devised, without compensation to you and without identifying you as the creator. You agree that the provisions in this Section 4 will survive any termination of your account(s), the Service, or this Agreement.

    4.4.     You hereby grant to ARTDAI a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers), and transferable right and license to exercise all rights you have in Your Information (including without limitation to use, adapt, and reproduce Your Information for purposes of developing and enhancing ARTDAI’s valuation engine and service, but not to publicly display or perform Your Information except in anonymized form), in all forms and media, whether or not currently known, in connection with providing the Service. For these purposes, “Your Information” means any information or content you provide to ARTDAI or other users, or to which you provide access to ARTDAI or other users, in the registration or transaction process (including without limitation your name and photograph); in any Public Areas (as defined below), as well as your user profile and in-Service messages (including those between users); or through any e-mail or other feature of the Service. To the extent that Your Information includes personal data, its use will be subject to the terms of the Privacy Policy.

    4.5.    You agree to include, and to not remove or alter, ARTDAI’s trademark, copyright, or other proprietary rights notices, as provided by ARTDAI on or in connection with the Service, when using or sharing content or otherwise using the Service, and you agree to comply with usage guidelines that may be provided by ARTDAI from time to time. You agree that all goodwill that arises in connection with your use of ARTDAI trademarks inures exclusively to ARTDAI, and you agree not to challenge ARTDAI’s ownership or control of any ARTDAI trademarks, nor use or adopt any trademarks that might be confusingly similar to such ARTDAI trademarks.

    5.     Posting on Other Web Sites.

    5.1.    Subject to your acceptance of and compliance with this Agreement, ARTDAI grants to you a non-exclusive, non-transferable, revocable limited license to post Content from your account on your business website, provided that such business (a) is not commercially competitive to ARTDAI, (b) does not criticize or injure ARTDAI, (c) does not obtain any rights to such Content other than a non-exclusive license to post it at your direction, (d) does not charge for access to such Content or associate products, services or advertising with such Content, (e) complies with all applicable laws, and (f) does not in any way abuse, defame, stalk, threaten or violate the legal rights of others or publish or distribute any inappropriate, infringing, defamatory, profane, indecent, obscene, unlawful or otherwise objectionable information or material. All of ARTDAI’s rights and remedies are expressly reserved, and ARTDAI may revoke this limited license, in whole or in part, upon notice.

    6.     Public Areas.

    The Service may feature various community areas and other public forums, including but not limited to blogs or member communities, discussion boards, question and answer areas and comment areas (the “Public Areas“).  If you use a Public Area you are solely responsible for your own Submissions, the consequences of posting your Submissions, and your reliance on any information in the Public Areas or other areas of the Service.  Any information you share, including without limitation any discussions with others, in any online Public Area is by design open to the public and is not private. The ARTDAI Parties (as defined herein) reserve the right to, but shall not be obligated to, record any dialogue or exchanges in the Public Areas of the Service.  The ARTDAI Parties shall have no responsibility for any actions taken, or failures to take action, with respect to the Public Areas of the Service or any submissions by you or other users. As with any public forum on any website, the information you post may show up in third-party search engine results.

    7. Passwords.

    ARTDAI has several tools that allow you to record and store information in your account. You are responsible for all actions on the Service by you or under your password or account and for taking all reasonable steps to ensure that no unauthorized person shall have access to your password or account. Without limiting the foregoing, it is your sole responsibility to (1) control the dissemination and use of any login code and password; (2) authorize, monitor, and control access to and use of your Service account and password; (3) promptly inform ARTDAI of any need to deactivate a password. You grant ARTDAI and all other persons or entities involved in the operation of the Service the right to transmit, monitor, retrieve, store, and use any information recorded and/or stored in your account in connection with the operation of the Service.

    8. Usage Rules.

    Customer will not, and will not encourage, permit or assist any third party to, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms of the Services, documentation or data related to the Services; (b) modify, translate, or create derivative works based on the Services; (c) circumvent any usage or access limits on the use of the Services; (d) make the Services available to any third party (via, a services arrangement, service bureau, lease, sale, resale, or otherwise) or use such for any purpose other than its own internal business purposes; (e) damage, disable, overburden, impair, or disrupt the Services or attempt to gain unauthorized access to any systems or networks that connect thereto or otherwise interfere with the operation of the Services or in any way with the use or enjoyment of the Services by others; (f) use the Services other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any European privacy laws to the extent applicable to Customer); (g) modify, remove or obstruct any proprietary notices or marks; or (h) use the Services in a manner that violates any third party rights (including, without limitation, intellectual property and privacy rights); (i) use or access the Services in any manner to assist or take part in the development, marketing or sale of a product potentially competitive with such Services; or (j) to the extent the following restriction is permitted by applicable law, access or use the Services for purposes of evaluating the availability, performance or functionality of the Services, or for any other benchmarking or competitive purposes.  Customer will promptly notify ARTDAI in writing of any unauthorized use of the Services, in each case, that comes to Customer’s attention, and promptly take all steps necessary to terminate such unauthorized use, including collaborating with ARTDAI to remediate. ARTDAI may, in its sole discretion suspend, access to the Services if the Customer’s account or system is causing or may cause material harm, as determined in the ARTDAI’s reasonable discretion, to the normal operation of the Services.

    As a condition of your use of and access to the Service, you agree to comply with any application-, tool-, or content-specific rules published within the Service as well as the following usage rules, which ARTDAI may modify or supplement in its discretion from time to time (with notice to you of material changes, per Section 1). You agree that your activities on the Service will not (as determined by ARTDAI in its discretion):

    copy, adapt, reverse engineer, decompile, reverse assemble, modify or attempt to discover any software (source code or object code) that the Service creates to generate web pages or any software or other products or processes accessible through the Service;

    use or launch, develop or distribute any automated system, including, without limitation, any spider, robot (or “bot”), cheat utility, scraper or offline reader that accesses the Service, or use or launch any unauthorized script or other software;

    distribute any virus, time bomb, trap door, or other harmful or disruptive computer code, mechanism or program;

    cover or obscure any notice, legend, warning, banner or advertisement contained on the Service;

    interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service;

    sell the Service or any part thereof including but not limited to user accounts and access to them in exchange for money or items of value;

    violate any applicable law, including without limitation any applicable export laws;

    harvest or otherwise collect information about others, including email addresses, without their permission, or infringe or violate the rights of any other party, including without limitation any intellectual property rights or rights of privacy or publicity;

    engage in conduct that is obscene, offensive, pornographic, fraudulent, deceptive, defamatory, threatening, harassing, abusive, slanderous, hateful, or causes embarrassment to any other person;

    further any chain letters or pyramid schemes, transmit unsolicited messages, or engage in “spam”;

    deliberately mislead anyone as to your identity, impersonate another, falsely identify the source of any Submissions, or allow another person or entity to use your identity in order to access the Service or post or view Submissions;

    engage in conduct that conflicts with the spirit or intent  of the Service, including without limitation, by disrupting the flow of dialogue in a Public Area (as defined above), restricting any other user from using or enjoying the Service, or exposing ARTDAI or another to any liability or detriment of any kind;

    use automated queries, including screen and database scraping, spiders, robots, crawlers, information harvesting, and any other automated activity with the purpose of obtaining Content, information or data from the Service, unless you receive the express written permission of ARTDAI; or

    violate the terms of service of Facebook, Google, or other online channels by which you access the Service.

    9. Privacy and Protection of Personal Information.

    ARTDAI respects the privacy of visitors to and users of the Service. Information collected from you by ARTDAI is subject to the Privacy Policy at https://artd.ai/privacy.

    To the extent that the Service is available to individuals located in the European Economic Area and the United Kingdom, we are bound by and act in compliance with the General Data Protection Regulation 2016/679 (“the GDPR”). Further detail can be found in the Privacy Policy.

    If you access the Service through Facebook, Google, or other online channel, you may be allowing Facebook, Google, or such channel to share your email address and any other personally identifiable and non-personally identifiable information with ARTDAI. You acknowledge and agree that the Privacy Policy, which describes the manner in which ARTDAI collects, uses, and discloses your personally identifiable information and non-personally identifiable information, is incorporated into and governed by this Agreement. By accepting this Agreement, you agree to all of the terms of the Privacy Policy. You further agree to comply with all applicable laws with respect to all information you may receive from ARTDAI.

    10. Child Online Protection Act Notification.

    Pursuant to 47 U.S.C. § 230(d) as amended, ARTDAI hereby notifies you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying providers of such protection is available on the websites StaySafeOnline (http://staysafeonline.org/stay-safe-online/), GetNetWise (http://kids.getnetwise.org/), and OnGuardOnline (http://www.onguardonline.com/). Please note that ARTDAI is not affiliated with the above listed sites, nor is the above intended as an endorsement of any of the products or services listed on such sites.

    11. Disclaimers; Limitations; Waivers of Liability.

    11.1.     YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT TO THE EXTENT THIS DISCLAIMER IS PROHIBITED UNDER APPLICABLE LAWS). WITHOUT LIMITING THE FOREGOING, NEITHER ARTDAI NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, “ARTDAI PARTIES“) WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, UNCORRUPTED, TIMELY, OR ERROR-FREE.

    11.2.     THE ARTDAI PARTIES EXPRESSLY MAKE NO REPRESENTATION OR WARRANTY THAT THE SERVICE OR CONTENT (INCLUDING WITHOUT LIMITATION ANY APPRAISAL OF ANY ARTWORK) WILL BE ACCURATE, RELIABLE, COMPLETE, CURRENT, OR TIMELY. YOU ACKNOWLEDGE THAT WITH RESPECT TO ARTWORK RECORDED, DISPLAYED, APPRAISED OR OTHERWISE ASSOCIATED WITH THE SERVICE:

     THE ARTDAI PARTIES MAKE NO REPRESENTATIONS TO YOU OR TO ANY OTHER PERSONS REGARDING TITLE, PROVENANCE, AUTHENTICITY, CONDITION, OR ACCURACY OF INFORMATION WITH RESPECT TO ANY WORK. A VALUATION OR OTHER REPORT PRODUCED BY OUR SERVICES IS NOT A CERTIFICATE OF TITLE, WARRANTY OF OWNERSHIP, OR PROMISE OF ACCURACY.

    OUR REAL-TIME APPRAISALS ARE BASED ON REPORTS FROM USERS, COLLECTORS, ART GALLERIES, AUCTION SITES, AND OTHER WEBSITES, WHICH WE DO NOT INDEPENDENTLY TEST OR VERIFY. WE HAVE NO WAY TO DETERMINE IF USERS OR OTHERS HAVE MISSTATED OR WITHHELD INFORMATION. THEREFORE, WE CANNOT GUARANTEE TITLE, PROVENANCE, AUTHENTICITY CONDITION, OR ACCURACY AND WE ARE NOT RESPONSIBLE FOR MISSTATED OR WITHHELD INFORMATION OR FOR POSSIBLE ERRORS OR OMISSIONS.

    OUR REAL-TIME APPRAISALS ARE INTENDED TO REFLECT FAIR MARKET VALUE AT THE TIME OF THE APPRAISAL AND ARE NOT PREDICTIVE OF PAST OR FUTURE VALUES OR OF APPRAISALS THAT MIGHT BE RECEIVED BY OTHER MEANS OR FROM OTHER SOURCES. THESE APPRAISALS ARE ESTIMATES ONLY AND DO NOT NECESSARILY REFLECT THE ACTUAL VALUE THAT WOULD BE DETERMINED IN ANY SALES TRANSACTION, TAX APPRAISAL OR INSURANCE RECOVERY. ARTDAI DOES NOT RECEIVE A COMMISSION AND IS NOT COMPENSATED BASED ON VALUES, SALES NUMBERS, SALES PRICES OR INSURANCE PAYMENTS.

    11.3.     THE ARTDAI PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, THE USE OR MISUSE OF SUBMISSIONS OR CONTENT IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE, WHETHER OR NOT THE ARTDAI PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT THE FOREGOING EXCLUSION OF LIABILITY IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, AND A DETERMINATION IS MADE THAT ARTDAI IS LIABLE, UNDER NO CIRCUMSTANCES WILL THE ARTDAI PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID ARTDAI IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT THE CLAIM.

    11.4.    TO THE FULLEST EXTENT PERMITTED BY LAW, THESE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE).

    11.5 Release.  You forever release, discharge, and covenant not to sue the ARTDAI Parties from any and all liability, claims, actions, and expenses that may arise, whether caused by the negligence of the ARTDAI Parties or otherwise, in connection with your use of the Service or your interaction with any party through or as a result of the Service. In other words, you cannot sue the ARTDAI Parties if anything happens to you or your property from using the Service or interacting with any party through the Service.  You agree that the provisions in this Section 12.5 will survive any termination of your account(s), the Service, or this Agreement.

    12. Copyright Policy; Objectionable Content.

    If you believe your rights have been violated by, or you otherwise object to, any posting, content or information on the Service, please contact us promptly so we can evaluate the claim and take appropriate action. If your complaint includes a claim of copyright infringement, the following policy will apply:

    It is ARTDAIs policy to respond promptly to claims of copyright infringement, and to remove, or disable access to, infringing material. If you believe that any of the content or materials appearing on this Service contain infringements, please send a notice to our designated agent at the address stated below. Your notice should contain the following: a physical or electronic signature of a person (i.e., claimant) authorized to act on behalf of the copyright owner; identification of the copyrighted work claimed to be infringed; identification of the content or material claimed to be infringing; a reference or link to the infringing material or activity, or the subject of the infringing activity, including information to enable us to locate that material or reference; the address, telephone number or email address of the claimant; a statement that the claimant has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and a statement that the information in the notice is accurate and, under penalty of perjury, that the claimant is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. ARTDAI will also terminate a user’s account if a user is deemed to be a repeat infringer, namely, one who has been notified of bona fide infringing activity more than twice. Our designated agent, to whom you should direct your infringement claim (or other complaints), is:

    Kaleb Szabo, Head of Sales and Customer Success

    ARTBnk, Inc. dba ARTDAI

    55 Main Street, Suite 121

    Newmarket, NH 03857

    [email protected]

    13.     Third-Party Sites and Products.

    We may include links to third-party sites or services, or information about third-party products or services. You should review the terms of use and privacy policies of all sites and services that you link to from, or are referred to by, our Service. We do not endorse or take responsibility for these third-party offerings, whose service terms and policies may differ from ours. We do not vet or take responsibility for third-party sites, services, or products or the postings or communications of other users. Even if any of these third parties is introduced as, or refers to itself as, a partner or sponsored service, ARTDAI has no responsibility or liability for their conduct, products, or services. 

    14. Governing Law/Waiver of Injunctive Relief.

    14.1.    This Agreement and all aspects of the Service will be governed by and construed in accordance with the internal laws of the United States and the State of New Hampshire governing contracts entered into and to be fully performed in New Hampshire (thus, without regard to conflict of laws provisions) regardless of your location. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state or federal courts located in Concord, New Hampshire, and you hereby consent to and waive all defenses of lack of personal jurisdiction and forum non-conveniens with respect to, venue and jurisdiction in the state and federal courts located in Concord, New Hampshire.

    14.2.     You acknowledge that the rights granted and obligations made hereunder to ARTDAI are of a unique and irreplaceable nature, the loss of which will irreparably harm ARTDAI and which cannot be replaced by monetary damages alone so that ARTDAI will be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for monetary damages (if any).

    14.3.     To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement (“Dispute“), you and ARTDAI agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other. You will send your notice to ARTDAI at the address listed in Section 12 above, attention: Jamie Lafleur, CEO.

    14.4.     Mandatory Arbitration. If you and ARTDAI are unable to resolve a Dispute through informal negotiations within 30 days, either you or ARTDAI may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Streamlined Arbitration Rules and Procedures (the “Rules”) of JAMS, which is available at the JAMS website www.jamsadr.com. The determination of whether a Dispute is subject to arbitration will be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation will be governed by the Rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.

    14.5.    Notwithstanding the above, you and ARTDAI agree that arbitration will be limited to the Dispute between ARTDAI and you individually. To the full extent permitted by law, (a) no arbitration will be joined with any other; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class-action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

    14.6.     You and ARTDAI agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or ARTDAI’s intellectual property rights; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for injunctive relief or to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

    14.7.     To the extent that the Service is available to individuals located in the European Economic Area and the United Kingdom, we are bound by and act in compliance with the GDPR and may be subject to investigative and corrective powers of the relevant supervisory authority. The relevant supervisory authority is the public authority established in the relevant territory within the European Economic Area and/or the United Kingdom and which is responsible for monitoring the application of the GDPR within that territory.

    15. Waiver/Severability.

    15.1.     The failure of ARTDAI to require or enforce strict performance by you of any provision of this Agreement or to exercise any right under any provision of this Agreement will not be construed as a waiver or relinquishment of ARTDAI’s right to assert or rely upon any such provision or right in that or any other instance.

    15.2.      You and ARTDAI agree that if any portion of this Agreement, except any portion of Section 16.6, is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision will, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of this Agreement, which will continue to be in full force and effect. If Section 16.6 is found to be illegal or unenforceable, then neither you nor ARTDAI will elect to arbitrate any Dispute falling within that portion of Section 16.6 found to be illegal or unenforceable, and such Dispute will be decided by a court of competent jurisdiction within Concord, New Hampshire, and you and ARTDAI agree to submit to the personal jurisdiction of that court.

    16. Term and Termination.

    This Agreement is effective until terminated by either party. You may terminate this Agreement by destroying all Service-related materials obtained from the Service, ARTDAI or other source. We reserve the right to limit, terminate or suspend your account and/or your access to or use of any or all of our Services, at any time at our sole discretion, if we believe you are violating the rights of any third party, or you have failed to comply with any term or provision of this Agreement, or for any reason in ARTDAI’s sole discretion.  Following the termination of this Agreement, your account(s), or the Service, you will lose all access to your account information, unless you have migrated and saved it to another system prior to termination. ARTDAI normally retains user account information for 12 months after termination, during which time the user may renew his/her account and resume access; but we reserve the right to delete all of your account information immediately following termination and make no guaranty that the account information will be retained for any period after termination. ARTDAI shall retain all rights to the Submissions pursuant to this Agreement.

    17.     Miscellaneous.

    ARTDAI operates and controls the Service from its offices in the United States. ARTDAI makes no representation that the Service is appropriate or available in other locations. The information provided on the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject ARTDAI to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Service from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. The privileges granted to you under this Agreement, including without limitation access to the Service directly or through Facebook, Google, or other online channel, will terminate immediately and automatically without notice from ARTDAI if, in our sole discretion, you fail to comply with any term or provision of this Agreement or for any reason in ARTDAI’s sole discretion. Neither the course of conduct between the parties nor trade practice will act to modify this Agreement. ARTDAI may assign this Agreement to any party at any time without any notice to you. You may not assign this Agreement without ARTDAI’s prior written consent. This Agreement (including the Privacy Policy) contains the entire understanding of you and ARTDAI’s, and supersedes all prior understandings between the parties concerning its subject matter, and cannot be changed or modified by you. The section headings used in this Agreement are for convenience only and will not be given any legal import. Upon ARTDAI’s request, you will furnish ARTDAI with any documentation, substantiation or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against ARTDAI by virtue of having drafted it. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.

    18. Statute of Limitations.

    You and ARTDAI both agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement (including the Privacy Policy) must be filed within ONE (1) YEAR after such claim or cause of action arose or will be forever barred.