Last Updated: September 4, 2022
Asnl Art, Inc. (“ARSNL,” “we,” “us,” “our”) provides its marketplace and services (described below) to you (“you” or “User") through its website, platform, and marketplace located at www.arsnl.art (the “Site”), subject to the following Terms of Service (as amended from time to time, the “Terms”). By signing up for an account on the Site or otherwise using or accessing the Site, you acknowledge that you have read and agree to these Terms. The Collector’s Rights agreement accompanying any acquisition made on the Site, or any agreement between a Creator and ARSNL accompanying a NFT minted on the Site, and all such additional terms, guidelines, and rules as set forth on the Site are hereby incorporated by reference into these Terms and expressly agreed to and acknowledged by the User.
We do not facilitate secondary market sales, and only provide the opportunity to view and purchase non-fungible tokens (“NFTs”) on a primary transaction basis between us, the entity who created the NFTs, and you. If at a later date, you wish to sell your Site NFTs in the secondary marketplace, you will need to find a compatible marketplace, such as OpenSea, in which to list and resell your NFTs. Likewise, if all of the initially-offered NFTs are sold out, you will need to find any NFTs available for secondary market purchase on another marketplace platform.
PLEASE READ THESE TERMS CAREFULLY BEFORE USING WEBSITE.
BY USING WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, YOU MAY NOT USE ANY PORTION OF WEBSITE.
THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTIONS) THAT YOU SUBMIT ALL CLAIMS, DISPUTES, OR OTHER CONFLICTS (“DISPUTES”) YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION; AND FURTHER: (A) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; (B) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS; AND (C) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW. FOR FURTHER INFORMATION, INCLUDING INFORMATION REGARDING YOUR RIGHT TO OPT OUT OF THIS AGREEMENT TO ARBITRATE DISPUTES, SEE “DISPUTE RESOLUTION” BELOW.
We reserve the right to update or modify these Terms at any time in our sole discretion, including without limitation, in order to comply with applicable law, and will post the effective date of any updates or modifications at the top of these Terms. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Site will be effective immediately. Your continued use of the Site after the date any such changes become effective constitutes your acceptance of the new Terms.
WHAT IS THE ARSNL SITE?
ARSNL provides a platform for Users, including artists (“Creators”) and collectors (“Collectors”), to sell (for Creators) and buy (for Collectors) (each a “transaction”) NFTs.
NFTs on the Site are Ethereum-based tokens that use smart contracts on the Ethereum (sometimes referred to as “ETH”) blockchain. The ETH blockchain provides an immutable ledger of all transactions that occur on the blockchain. This means that all NFTs are outside of the control of any one party, including ARSNL, and are subject to many risks and uncertainties. We neither own nor control MetaMask, Coinbase, the Ethereum network, the smart contracts on which NFTs are based, your browser, or any other third party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the Site, including, without limitation, NFTs purchased through the Site or from ARSNL. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties. You understand that your Ethereum public address will be made publicly visible whenever you engage in a transaction on the Site.
ARSNL is a marketplace for NFTs. As such, it does not buy, sell, or ever take custody or possession of any NFTs. The Site facilitates User collection of NFTs, but neither ARSNL nor the Site are custodians of any NFTs. You acknowledge and agree that you are aware ARSNL is a non-custodial service provider and has designed the Site to be directly accessible by the Users without any involvement or actions taken by ARSNL or any third-party. ARSNL is not a party to any agreement between any sellers, buyers, Creators, Collectors, and other Users.
ACCESSING THE ARSNL SITE
You are responsible for maintaining the confidentiality of your account and password, if any, and are fully responsible for any and all activities that occur under your password or account. ARSNL will not be liable for any loss or damage arising from your failure to comply with this Section.
When purchasing NFTs on the Site, you acknowledge and represent that you have the legal capacity to enter into contracts and use our services in your jurisdiction. In order to purchase NFTs on our website, you need to connect a compatible wallet (“Wallet”) to our website. No other information will be needed in order to purchase the NFTs.
When you link your Wallet to the Site to buy NFTs, you are purchasing the NFTs directly and the transaction is stored on the blockchain. The Site does not store any user information or passwords with regard to the NFT transactions. You are responsible for protecting and maintaining the confidentiality of your login credentials and for restricting access to the Site. If you have any reason to believe or become aware of any loss, theft or unauthorized use of your account credentials, you will need to contact your Wallet company as soon as possible.
To purchase NFTs, you can only pay in ETH (unless otherwise agreed by ARSNL) through a compatible wallet. You will use your Wallet to make all purchases. All fees and charges associated with the NFT, including but not limited to applicable “gas” fees, are automatically calculated and payable in accordance with payment terms in effect at the time the fee or the charge becomes payable.
ARSNL will not issue refunds for any purchases made on the Site. If a user decides that they do not want an NFT following their purchase of the same, the user’s sole recourse is to resell their NFT on a secondary market platform.
When using the Site, and using or otherwise exploiting of any NFTs, you will not directly or indirectly:
engage in deceptive or manipulative trading activities in any way;
violate any applicable local, state, national or international law, or any regulations having the force of law;
engage in any illegal or tortious act(s);
harm other persons, including without limitation minors, or infringe upon their rights, including their right to privacy;
include or involve content that is fraudulent, defamatory, libelous, hateful, offensive or biased (racially, ethnically, religiously or otherwise), pornographic, obscene, unlawfully threatening or unlawfully harassing to any individual or entity;
engage in active commercial prospecting;
violate any intellectual property rights or any other proprietary rights of any third party, including ours;
access, use, copy or otherwise exploit any portion of the Site or its content through the use of indexing agents, spiders, scrapers, bots, web crawlers, or other automated devices or mechanisms;
upload any content containing any virus, malware, ransomware, or any other program that could damage data, software or computer hardware;
transmit, store, or upload hyperlinks or content to which you are not entitled;
distribute advertising or unsolicited spam or incorrect warnings of viruses, defects or similar material;
interfere with or disrupt the Site or servers or networks connected to the Site in any manner that could negatively affect or inhibit other Users from enjoying the Site or that could damage, disable, overburden or impair the functioning of the Site in any manner; or
access or use the Site for the purpose of creating a product or service that is competitive with any of our products or services.
ACCURACY AND APPROPRIATENESS OF INFORMATION AND CONTENT
If you use or rely on content received through the Site, you do so solely at your own risk. Furthermore, by using the Site, you may be exposed to content that you find offensive, deceptive, mislabeled, or otherwise inappropriate. The content on the Site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or timelier sources of information. We do not represent the completeness, timeliness, truthfulness, accuracy, or reliability of any content contained in the Site, nor do we endorse opinions expressed in such content.
INTELLECTUAL PROPERTY RIGHTS
Creator Rights: Each Creator will enter into an agreement with ARSNL covering the creation and minting of NFTs on the Site.
Collector Rights: There are a range of rights that may or may not be granted in connection with each Creator’s NFT(s); as such, a separate agreement (“Collector’s Rights”) establishing details, licensed rights, terms and conditions will apply to each NFT. The applicable Collector’s Rights will be made available for review in connection with the sale of the NFT and will be included in the NFT’s metadata and accessible on IPFS. Please make sure that you review the applicable Collector’s Rights carefully.
Content: The Site, including its text, audio, video, graphics, charts, photographs, interfaces, icons, other content, software, computer code, data, trademarks, logos, slogans, names of products and services, documentation, other components, and the design, selection, and arrangement of content is exclusively the property of ARSNL (or its licensors) and is protected by copyright, trademark and other intellectual property laws. Any unauthorized use or other exploitation of the Site is strictly prohibited and may violate copyright, trademark, and other laws. You may not copy, reproduce, display, duplicate, sell, publish, post, license, distribute, or create derivative works of the Site or any part of the Site without the prior written consent of the Site. For example, you may not copy, reproduce, publish, upload to another website, or otherwise distribute any of the images, videos, or audio files that are provided through the Site.
User Feedback: You may choose to submit comments, bug reports, ideas or other feedback about the Site (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use and otherwise exploit such Feedback at our discretion, without providing compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, nonexclusive, worldwide, transferable and sublicensable license under all rights necessary for us to use and otherwise exploit your Feedback for any purpose.
Reservation of Rights: Except as expressly set forth herein, your use of the Site does not grant you ownership of or any other rights with respect to any content, code, data, video or other media, or any other intellectual property rights, whether or not associated with a particular NFT. We reserve all rights that are not expressly granted to you in these Terms.
Complaints: We will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. If you believe we are hosting your content in a way that constitutes copyright infringement, you can report this by contacting our designated copyright agent (“ARSNL Copyright Agent”) at:
Arsnl Art, Inc.
Attn: Copyright Agent
65 Bleecker Street, Floor 12
New York, NY 10012
Email: [email protected]
To be effective, the notification must be in writing and contain the following information:
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property right;
A description of the copyrighted work or other intellectual property right that you claim has been infringed;
A description of where the material that you claim is infringing is located on the Site, with enough detail that we may find it;
Your address, telephone number, and email address;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
A statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Counter-Notice: If you believe your content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your content, you may send a written counter-notice containing the following information to the ARSNL Copyright Agent:
Your physical or electronic signature;
Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within the Delaware Federal Court District, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the ARSNL Copyright Agent, we will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member, or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
Repeat Infringer Policy: In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, users who are deemed to be repeat infringers. We may also at our sole discretion limit access to the Site and/or terminate access for any user who infringes any intellectual property rights of others, whether or not there is any repeat infringement.
LINKS TO OTHER WEBSITES AND APPLICATIONS
The Site may contain links to external, third party websites, applications and features for your convenience, which will be governed by the privacy practices of such applicable third parties. We shall have no liability for any content, information or other material provided by such external, third party websites, applications and features.
INDEMNIFICATION AND RELEASE
To the maximum extent permitted by applicable law, you agree to release, indemnify, defend, and hold harmless ARSNL and each of its affiliates, and its and their shareholders, members, directors, officers, employees, representatives, consultants, agents, suppliers, licensors, predecessors, successors and assigns, from and against any and all claims, demands, complaints, actions, liabilities, damages, losses, costs, judgments, settlements, fines, penalties, expenses, or fees (including, without limitation, reasonable attorneys’ fees and costs) that arise out of or in connection with (a) any violation of these Terms, including without limitation, your access to or use of the Site in violation of these Terms, (b) your misuse of any material, data, or other information obtained through the Site, (c) any allegation that you have infringed or otherwise violated the intellectual property or other proprietary rights of any third party in connection with your use of the Site, or (d) any violation by you of applicable law. ARSNL reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you and, in such case, you agree to cooperate with ARSNL in the defense of such claim. If you are a resident of another jurisdiction other than the United States of America, you agree to the foregoing and waive any comparable statute or doctrine to the fullest extent permitted by law in that jurisdiction. This indemnity and release obligation survives the termination or expiration of these Terms.
WARRANTIES AND DISCLAIMERS
Your access to and use of the Site or any content is at your own risk. You understand and agree that the Site is provided to you on an “AS IS” and “AS AVAILABLE” basis. To the maximum extent permitted under applicable law, WE DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT (PROVIDED THAT, IN CERTAIN JURISDICTIONS WHERE THE LAW MAY NOT PERMIT THE DISCLAIMER OF ALL WARRANTIES, THIS DISCLAIMER SHALL BE DEEMED TO BE AS BROAD AS PERMITTED UNDER APPLICABLE LAW).
No minimum level of service is guaranteed. To the maximum extent permitted under applicable law, we make no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Site or any content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Site or any content; (iii) the deletion of, or the failure to store or to transmit, any content and other communications maintained by us; and (iv) whether the Site will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from us or through the site, will create any warranty or representation not expressly made herein.
You are responsible for complying with local laws, if and to the extent local laws are applicable. You specifically agree to comply with all applicable laws concerning the transmission of technical data exported from the United States or the country you reside in.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE OR ANY NFT (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SITE, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; OR (iii) ANY CONTENT OBTAINED FROM THE SITE. IN NO EVENT SHALL OUR AGGREGATE LIABILITY TO YOU EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID US, IF ANY, IN THE PAST SIX MONTHS GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR OTHERWISE LIMIT THE APPLICABILITY OF SOME OF THE LANGUAGE ABOVE. ACCORDINGLY, IN SUCH JURISDICTIONS, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, AND THE LIABILITY OF ARSNL SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. THIS LIMITATION OF LIABILITY SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THESE TERMS.
We are not permitted to engage in any transactions with any person, entity, or country prohibited by any applicable export control and sanctions laws and regulations of the United States and any other applicable governmental authority, including without limitation, the U.S. Export Administration Regulations and U.S. sanctions regulations (“Export Control and Sanctions Laws”); including, without limitation: (a) a national or resident of any country subject to U.S. sanctions or similar restrictions (currently, Cuba, Iran, Syria, North Korea, Russia, and the regions Crimea, the Donetsk People’s Republic and the Luhansk People’s Republic) and (b) anyone on the U.S. Treasury Department's list of Specially Designated Nationals or other sanctions lists. Due to the dynamic nature of regulatory requirements and interpretations of the cryptocurrency market, we reserve the right to update the list of prohibited jurisdictions and reject applications to open accounts that we determine we would be unable to accept for regulatory or policy reasons in our sole and absolute discretion. You will not be permitted to receive a NFT from us if we learn that such action would be in breach of Export Control and Sanctions Laws.
You may terminate these terms at any time and for any reason by discontinuing your use of the Site.
We may terminate or suspend your ability to access the Site for any reason without prior notice to you, including but not limited to if we suspect that you are using the Site in an unauthorized manner or that you are in violation of these Terms. However, where and to the extent required by applicable law, we will provide you with a reasonable prior notice of such termination or suspension.
In the event of termination, you may no longer have access to information on the Site, and you shall immediately cease and desist all activities and rights granted to you under these Terms. Termination shall be without prejudice to your accrued rights and/or liabilities. Any provisions in these Terms which, by their nature, would be intended to survive termination or expiration of these Terms, shall survive the termination or expiration of these Terms, including without limitation, those provisions which expressly survive such termination or expiration.
Please read the following arbitration agreement (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with ARSNL (“Disputes”) and limits the manner in which you can seek relief therefrom. The Arbitration Agreement survives termination or expiration of these Terms.
Pre-Arbitration Dispute Resolution: We are always interested in resolving Disputes amicably and efficiently, and most User concerns can be resolved quickly and to the User’s satisfaction by contacting customer support at [email protected] If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (a “Notice”). The Notice to us should be sent to Arsnl Art, Inc., 65 Bleecker Street, Floor 12, New York, NY 10012 (the “Notice Address”). The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought. If we and you do not resolve the Dispute within sixty (60) calendar days after the Notice is received by us, you or we may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by us or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or we are entitled.
Agreement to Arbitrate: After the pre-arbitration dispute resolution process, you agree that any and all remaining Disputes that have arisen or may arise between you and us, whether arising out of or relating to these Terms (including any alleged breach thereof), the NFTs, any aspect of the relationship or transactions between us, and any threshold questions of arbitrability of the Dispute, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that (a) you may assert individual claims in small claims court within the scope of its jurisdiction, if your claims qualify and (b) you or we may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and we are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The United States Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
Arbitration Procedures: You agree that any Dispute will be settled by final and binding arbitration, using the English language, administered by the American Arbitration Association under its Consumer Arbitration Rules (the “Consumer Arbitration Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be handled by a sole arbitrator in accordance with the Consumer Arbitration Rules. If there is any inconsistency between any term of the Consumer Arbitration Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and threshold arbitrability of this Arbitration Agreement or the Dispute. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless we and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by the arbitrator. If your claim is for US$10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the Consumer Arbitration Rules. If your claim exceeds US$10,000, the right to a hearing will be determined by the Consumer Arbitration Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
Costs of Arbitration: Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the Consumer Arbitration Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is US$10,000 or less, at your request, we will pay all Arbitration Fees. If the value of relief sought is more than US$10,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, we will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the Consumer Arbitration Rules.
ARBITRATION OPT-OUT: YOU MAY OPT OUT OF RESOLVING DISPUTES BY ARBITRATION BY EMAILING US AT [email protected] WITHIN 30 DAYS OF FIRST ACCEPTING THE THESE TERMS, AND TELLING US YOU WOULD LIKE TO OPT OUT OF MANDATORY ARBITRATION, OTHERWISE YOU SHALL BE BOUND TO ARBITRATE DISPUTES IN ACCORDANCE WITH THESE TERMS. YOU MUST INCLUDE YOUR FIRST AND LAST NAME, YOUR MAILING ADDRESS, YOUR EMAIL, AND YOUR MOBILE PHONE NUMBER IN THE EMAIL. IF YOU OPT-OUT OF THIS ARBITRATION AGREEMENT, WE WILL ALSO NOT BE BOUND BY ARBITRATION.
Prohibition of Class and Representative Actions and Non-Individualized Relief: YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S); EXCEPT THAT YOU MAY PURSUE A CLAIM FOR, AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
Confidentiality: All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
Severability: If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the section entitled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of the section above entitled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply. If a court or the arbitrator decides that any term or provision of these Terms is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and the Terms shall be enforceable as so modified.
Future Changes to Arbitration Agreement: Notwithstanding any provision in these Terms to the contrary, we agree that if we make any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a User of the Services, you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any Dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
ENTIRE AGREEMENT, GOVERNING LAW AND OTHER PROVISIONS
These Terms and the relationship between you and ARSNL shall be governed by the laws of United States. All lawsuits arising from or relating to these Terms or your use of the Site shall be brought in state or federal courts located in New York County in the state of New York, United States, and you hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose. Nothing in these Terms affects your right to rely on any applicable mandatory local law or choice of jurisdiction provision that cannot be varied by contract.
The failure of ARNSL to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavor to give effect to the intentions of ARSNL and you as reflected in the provision, and that the other provisions of these remain in full force and effect. The section titles in these Terms are for convenience only and have no legal or contractual effect.
These Terms will be interpreted without application of any strict construction in favor of or against you or ARSNL.
These Terms shall remain in full force and effect notwithstanding any termination of your use of ARSNL. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you.
These Terms, and any rights and licenses granted hereunder, may be assigned by ARSNL without restriction. You hereby consent in advance to such assignment, which will become effective upon written notice to you, and accept that ARSNL will not be liable for the performance of these Terms following such assignment.
Notice for California Users. Under California Civil Code Section 1789.3, Users of the Site from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Platforms of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact the California Department of Consumer Affairs at [email protected]
If you have any other questions or concerns regarding these Terms, or wish to make a complaint or a claim, please contact us at:
by email at [email protected]
in writing at:
Arsnl Art, Inc.
Attn: Legal Dept.
65 Bleecker Street, Floor 12
New York, Ny 10012
Notice for European Union Users. If you reside in the European Union and wish to have more information on online dispute resolution, please contact the online dispute resolution service of the European Commission at the following address: https://ec.europa.eu/consumers/odr. This is for information only and we are not required to participate in this online dispute resolution service.