Effective Date: January 1st 2020
1 CHANGES TO THE TERMS.
We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Site thereafter. Your continued use of the Site following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
2 ACCESSING THE SITE AND ACCOUNT SECURITY.
We reserve the right to withdraw or amend this Site, and any service or material we provide on the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site, to users, including registered users. You are responsible for both:
- Making all arrangements necessary for you to have access to the Site; and
- Ensuring that all persons who access the Site through your internet connection are aware of these Terms and comply with them.
3 INTELLECTUAL PROPERTY RIGHTS.
The Site and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Artley, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. These Terms permit you to use the Site for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Site, except as follows: Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials. You may store files that are automatically cached by your Web browser for display enhancement purposes.
- You may print [or download] one copy of a reasonable number of pages of the Site for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
- If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
You must not:
- Modify copies of any materials from this site.
- Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
- Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
- You must not access or use for any commercial purposes any part of the Site or any services or materials available through the Site.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Site in breach of the Terms, your right to use the Site will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by Artley. Any use of the Site not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.
The Artley name, the Artley logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Artley or its affiliates or licensors. You must not use such marks without the prior written permission of Artley. All other names, logos, product and service names, designs, and slogans on this Site are the trademarks of their respective owners.
5 Prohibited Uses.
You may use the Site only for lawful purposes and in accordance with these Terms. You agree not to use the Site:
- In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, anti-money laundering regulations).
- For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
- To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
- To impersonate or attempt to impersonate Artley, an Artley employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm Artley or users of the Site, or expose them to liability.
Additionally, you agree not to:
- Use the Site in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Site, including their ability to engage in real time activities through the Site.
- Use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site.
- Use any manual process to monitor or copy any of the material on the Site, or for any other purpose not expressly authorized in these Terms, without our prior written consent.
- Use any device, software, or routine that interferes with the proper working of the Site.
- Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site.
- Otherwise attempt to interfere with the proper working of the Site.
6 USER ACCOUNT.
To utilize certain portions of the Services, you will be required to register for and establish an account (the “Account”). You represent and warrant that all information provided to us is complete and accurate and that you will maintain its completeness and accuracy on a timely basis. As a registered user, you will establish a user name and password. You must maintain the confidentiality and security of your user name and password. You understand and agree that you are solely responsible for all actions from your account. You agree to notify us immediately if you believe that your user name or password are compromised or that there is unauthorized use of your Account. If your account shows signs of fraud, abuse or suspicious activity, we may cancel any purchases associated with your Account and close your Account. To contest the cancellation of a purchase or freezing or closure of an Account, please contact our customer service.
7 USER CONTRIBUTIONS.
As a registered user, you may be able to upload and post materials and information, including but not limited to text, audio, video, photographs, graphics and other materials (“User Contributions”). This means that you have sole responsibility, not us, for all of the User Contributions that you upload post, email, transmit or otherwise make available through the Services, and to make sure that you are in compliance with the rules of behavior set forth herein relating to such User Contributions. Any User Contributions that you write, post, upload or link to on the Services is entirely your responsibility. The User Contributions created by you must be owned by you or you must have been granted the prior permission to use such User Contributions by its owner. We do not own any of the User Contributions you post. You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Artley, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. By placing User Contributions on the Services, or by providing any feedback, suggestions, ideas, or other submissions to us, you grant us a worldwide, irrevocable, royalty-free, unlimited, non-exclusive license to use the User Contributions in connection with the operation of the Services, including, without limitation, (a) the license rights to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your content, and/or to incorporate it into a collective work, and (b) the right to sublicense any or all of our license rights to others. You further waive any and all moral rights in and to such content in favor of us. For greater certainty, this means that, among other things, we have the right to use any and all ideas you submit in any manner that we choose, without any notice or obligation to you whatsoever. We reserve the right to exploit or promote this User Contributions in connection with the promotion of the Services and other services offered by us. You represent and warrant that:
- You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our licensees, successors, and assigns.
- All of your User Contributions does and will comply with these Terms.
You agree not to post any of the following types of content to the Site or Services: (a) adult content, pornography, explicit sexual images, or nude images; (b) content containing explicit, vulgar, or obscene language; (c) content promoting hate, abuse or destructive actions; (d) content promoting illegal activities; or primarily political, religious, psychic, or metaphysical content; (e) content promoting pirated software; (f) content intending for phishing or spreading malware; (g) content that is disparaging of any person or entity; (h) content that is in violation of any law or regulation; or (i) any other content that is or could be considered inappropriate, unsuitable or offensive, all as determined by us in our sole discretion. We have the right to:
- Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
- Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms, including the User Contributions standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public, or could create liability for Artley.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site.
- Terminate or suspend your access to all or part of the Site for any or no reason, including without limitation, any violation of these Terms.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS ARTLEY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ARTLEY DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER ARTLEY OR LAW ENFORCEMENT AUTHORITIES. However, we do not undertake to review all material before it is posted on the Site, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section. Unless you make it clear that specific User Contributions you post cannot be copied or used by any other users of the Services, you agree that by posting User Contributions you own on the Services, all other users can reproduce and use such User Contributions in connection with the Services, subject to all applicable laws. We shall have no responsibility or liability for enforcing any rights you may claim in any User Contributions, which shall be your responsibility entirely, and you agree to hold harmless defend, and indemnify us with respect to any claim you have that other users are reproducing or using your User Contributions as well as for claims by other users that you are reproducing or using their User Contributions without permission. We will not arbitrate, mediate or resolve any intellectual property or other disputes between users, and have no responsibility for doing same other than as may be specifically required by law. We may preserve and store your Account and User Contributions if we believes in good faith that such preservation is necessary to comply with legal or regulatory processes, respond to claims that the User Contributions violates the rights of third parties, and/or to protect the rights, property or personal safety of the Artley, its users and the public.
f you believe that any user contributions violate your copyright, please contact us at firstname.lastname@example.org.
9 Reliance on Information Posted.
The information presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents. This Site may include content provided by third parties, including content provided by other users. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Artley, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Artley. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
10 changes to the site.
We may update the content on this Site from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Site may be out of date at any given time, and we are under no obligation to update such material.
11 SERVICE PROVIDERS.
The engagement of an art related service is a matter directly between the art owner (the “Owner”) and the service provider. However, there are situations when Artley will collect art from the Owner on behalf of the service provider. Upon acceptance of a proposal, the Owner agrees to purchase, and the service provider agrees to deliver the deliverables in accordance with: (i) the agreement between the Owner and service provider, including the proposal, and other terms and conditions as communicated between the Owner and the service provider on the Site or otherwise, and (ii) these Terms (collectively, the “Project Agreement”). Any provision of a Project Agreement in conflict with these Terms is void. Owner and service provider each acknowledge and agree that their relationship is that of independent professionals. Nothing in these Terms shall be deemed to create a partnership, joint venture, agency, or employer-employee relationship between Owner and service provider. Unless otherwise provided in writing, Artley is not a party to the contracting and fulfillment of any service between an Owner and a service provider. We have no control over and do not guarantee the quality, safety or legality of any services performed or deliverables created, advertised, the qualifications, background, or abilities of service providers, the ability of service providers to perform services, or that a service provider can or will actually complete a work request. We are not responsible for and will not control the manner in which a service provider operates. All rights and obligations for the purchase and sale of deliverables are solely between an Owner and a service provider. Owners and service providers must look solely to the other for enforcement and performance of all the rights and obligations arising from Project Agreements and any other terms, conditions, representations, or warranties associated with such dealings.
We deduct one or more fees, as applicable, from payments made by Owners to service providers using our payment services. When an Owner accepts a proposal and makes a payment through our payment services, we deduct the appropriate service charges due to us as described in our agreement with the service provider and deliver the remainder of the payment to the service provider upon the completion of the work. We reserve the right to change service fees, processing fees or any other fee that we may charge at any time, in our sole discretion and upon reasonable notice. No refunds of fees already paid will be given. WE ARE NOT A BANK AND ANY PAYMENTS TRANSFERRED THROUGH US ARE NOT INSURED DEPOSITS AND ARE SUBJECT TO DEFAULT, LOSS OR FORFEITURE.
In order to receive funds due to the service provider, the service provider must request such funds by marking the contract as complete. Any such requests shall be subject to the conditions and restrictions contained on the Site and in these Terms. We will then provide the Owner an opportunity to confirm completion of the work. Notwithstanding any other provision of these Terms or the Project Agreement with the service provider, if we determine in our sole discretion that a service provider has violated the conditions and restrictions of the Site, Terms, or Project Agreement, we have the right to refuse to process such request. We also reserve the right, in our sole discretion, to place a hold on requested transfers if we suspect monies may be subject to charge back, bank reversal, failure to clear or fraud. We will release a hold as soon as practical.
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT. YOUR USE OF THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER ARTLEY NOR ANY PERSON ASSOCIATED WITH ARTLEY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER ARTLEY NOR ANYONE ASSOCIATED WITH ARTLEY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, ARTLEY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
13 LIMITATION OF LIABILITY.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL ARTLEY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify, and hold harmless Artley, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Site, including, but not limited to, your User Contributions, any use of the Site’s content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Site.
15 Governing Law and Jurisdiction.
All matters relating to the Site and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Site shall be instituted exclusively in the federal courts of the United States or the courts of the State of Florida, in each case located in the City of Miami and County of Miami-Dade. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
16 Waiver and severability.
No waiver by Artley of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Artley to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
17 Entire agreement.
he Terms constitute the sole and entire agreement between you and Artley regarding the Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site.