Terms of Use
Effective as of: October 19, 2026
These Subscription Terms (and ARTBnk Inc.’s Privacy Policy, as defined below) create a legal agreement (this 'Agreement') between ARTBnk Inc, a Delaware corporation doing business as ARTDAI ('ARTDAI', 'we', 'us' or 'our') and the user of the service entering into this Agreement ('you' or 'your' or 'Customer'). You should read this Agreement, and the Privacy Policy (the 'Privacy Policy' available at https://artd.ai/privacy), which is incorporated into this Agreement, carefully. This Agreement governs your use of our website (www.artd.ai) and any subdomains (together, the 'Site') and the software services, software features, data and information available on the Site and/or any mobile applications we may offer, including all data related to the fine arts market provided by ARTDAI to Customer in connection with the services provided hereunder, including all ARTDAI IP created in connection with the services or by ARTDAI generally (together with the Site, along with associated and successor websites, applications, features, information and services or any part thereof, the 'Service' or the ‘Services’). 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 18, 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, or for any content or advertisements viewed, by minors. For purposes of this Agreement, 'Content' means all data, software features, exports, downloads and any other outputs derived directly from the platform, including all reports, valuations, data analyses, visualizations, dashboards, and responses generated through ARTDAI Chat, ArtQ, CDMS or any other ARTDAI product. Content downloaded from the Service is accompanied by a legal notice that applies to such Content; in the event of any conflict between that notice and this Agreement, this Agreement controls. 'Order Form' means any order form, invoice, or online subscription or checkout page through which you purchase a subscription to the Service; in the event of any conflict between an Order Form and this Agreement, the Order Form controls solely as to pricing, number of seats, and subscription term.
1. Changes to this Agreement.
Except with respect to Section 14.4 (Mandatory Arbitration), ARTDAI reserves the right, in its sole discretion, to change, modify, add to, supplement or delete any terms or conditions of this Agreement (including the Privacy Policy) 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, and no change will apply to any Dispute (as defined in Section 14.3) arising before the effective date of the change. 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 and Use Restrictions.
2.1. Subject to your acceptance of and compliance with this Agreement, ARTDAI grants to you a non-exclusive, non-sublicensable, 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 Service 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 purposes of this Agreement, an ‘Authorized User’ means any individual, including an employee or consultant, of Customer (i) who is 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 directly or indirectly grant access to the Services to any other entity or individual. Each Authorized User’s User ID, password and other login credentials are personal to that individual and may be used only by that individual. Login credentials may not be shared with, disclosed to, or used by any other person, including any other employee, colleague, assistant, contractor, client or family member of Customer or of the Authorized User, and an Authorized User may not be logged in to the Service on more than one (1) desktop or laptop computer and one (1) mobile device (such as a phone or tablet) at the same time. ARTDAI may automatically end any session that exceeds this limit. 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 upon prior written notice to ARTDAI. Customer shall be responsible for the compliance by any Authorized Users with the terms of this Agreement and shall be liable for the acts and omissions of any Authorized User and of any other person who accesses the Service using Customer’s account or any Authorized User’s credentials as if they were Customer’s own. Any access to or use of the Service by any person other than the Authorized User to whom the credentials were issued, and any unauthorized use of the User ID and password for access to the Services, in each case with or without Customer's knowledge, is a material breach of this Agreement. ARTDAI may monitor login, device, IP address, session and usage information to detect credential sharing, and may immediately suspend or terminate the affected account(s), without notice and without refund, if ARTDAI reasonably determines that credentials have been shared or used by any person other than the applicable Authorized User. Without limiting ARTDAI’s other remedies, Customer shall pay ARTDAI, at ARTDAI’s then-current list price, a subscription fee for each additional person who accessed the Service using shared credentials, for the full period of such access. Customer is solely responsible for the confidentiality and use of names and passwords under Customer’s account. ARTDAI will deem any use of the Service under Customer’s account names and passwords to be for Customer’s sole benefit and use.
Notwithstanding anything to the contrary in Sections 2.6, 4.2 or 7, Customer may share individual reports, valuations, or analyses included in the Content with its own clients and professional advisors in the ordinary course of Customer’s business, provided that (i) such Content is shared in its entirety with all ARTDAI notices and legends intact, (ii) no such recipient is given access to the Service, and (iii) Customer remains responsible for each recipient’s use of such Content. No such recipient is a third-party beneficiary of this Agreement or is entitled to rely on any Content, and the ARTDAI Parties owe no duty to any such recipient.
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. , ARTDAI will use reasonable efforts to provide advance notice of any discontinuation or material reduction of the Service, and if ARTDAI discontinues or substantially diminishes or limits the Service other than as a result of your breach of this Agreement, you will be entitled to a pro rata refund of any prepaid amounts attributable to the period when the Service has been discontinued or substantially diminished or limited.
2.3. Your use of the Service is conditional upon your compliance with this Agreement. Any use of the Service in violation of this Agreement may constitute infringement of ARTDAI's rights, including its 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, may be used only by you and may not be shared with, or used by, any other person under any circumstances. Section 2.1 applies to any such sharing.
2.5. Individuals under the age of 18 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 those 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 the Services and Content for any purpose other than its own legitimate business purposes. For clarity, legitimate business purposes do not include the resale or public distribution of the Services or Content in any manner that allows unrestricted access to the general public.
2.7 Customer is responsible for all activities that occur under Customer’s account. Customer will: (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all data it provides to ARTDAI; (b) use, and will ensure that all Authorized Users use, the Services in full compliance with this Agreement; (c) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and notify ARTDAI promptly of any such unauthorized use; and (d) comply with all applicable local, state, federal and foreign laws and with this Agreement, including the Pricing Terms (as defined in Section 3) and any applicable Order Form. Customer represents and warrants that it has accessed and reviewed this Agreement, including the Pricing Terms and any applicable Order Form, and agrees to comply therewith. Customer is responsible, at its cost, to meet the minimum system requirements for use of the Services, including to obtain access to the internet using software and hardware that meets ARTDAI’s security and performance requirements.
3. Subscription and Payment.
Access to the Service is only available to persons who create valid accounts and, where required by this Agreement (including the Pricing Terms and any applicable Order Form), pay the applicable fees.
Our pricing and payment terms (the 'Pricing Terms') can be found on the Site's pricing page at www.artd.ai or in your invoice, which are hereby incorporated into this Agreement. If you subscribe to the Service the following terms apply:
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 18 years of age and able to enter into a valid and binding agreement with us.
Your subscription will renew automatically for successive periods equal to your then-current plan period, and the subscription price applicable at the time of renewal, as described in the Pricing Terms, will be charged to your card, unless canceled by you prior to the renewal date. You may cancel at any time through your account settings or by emailing support@artd.ai, and cancellation will take effect at the end of the then-current plan period. ARTDAI will provide any advance notice of renewal or price changes required by applicable law. If your card is declined upon renewal, there is a grace period of 10 days before your subscription is canceled.
Except as provided in Section 2.2 or Section 10.1, 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 up front unless otherwise agreed, and you will have access to the Service for a 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 type shall not entitle the Customer to any refund for the Services purchased by the Customer.
All prices are exclusive of sales, use, transfer, value-added or any other tax or duty applicable in any relevant jurisdiction (international, national, state or local) (each, a 'Sales Tax'). 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 ARTDAI IP (as defined below). Thus, although Customer Data as submitted to ARTDAI remains the property of Customer, any enhancements of such Customer Data by ARTDAI become ARTDAI IP. For the purposes of this Agreement, “Customer Data” means all non-public raw information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer through the Services or accessed by ARTDAI from sources provided by Customer in the course of providing any Services or otherwise, but does not include anonymized, aggregated or processed data derived by ARTDAI from Customer’s use of the Services or any data that is in the public domain. To the extent Customer acquires any right, title or interest in and to any 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 (together, ‘ARTDAI IP’) 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.
4.1.1 Customer Data vs. ARTDAI IP (Clarification). For the avoidance of doubt and to clarify Section 4.1: (i) Customer Data (as referenced in Section 4.1) remains your property; (ii) any enhancement, aggregation, structuring, derivation, or processing of Customer Data performed by or through the Service, and all anonymized, aggregated, or processed data derived by ARTDAI from your use of the Service, constitutes ARTDAI IP owned exclusively by ARTDAI; and (iii) Customer Data does not include, and you acquire no rights in, any Content, ARTDAI IP, or data in the public domain. You hereby assign to ARTDAI all right, title, and interest you may acquire in any such enhancement or derived data.
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 Customer Data initially owned by you that you upload or incorporate into the Service. You agree that you will not, and will not permit any third party to, directly or indirectly, use the Services or any Content to design, develop, launch, operate, market, or commercialize any product, service, dataset, index, model, or analytics offering that competes with ARTDAI’s business of collecting, licensing or providing art and collectibles market data, indices, valuations, or related analytics (a “Competing Offering”), including by redistributing, republishing, or making available to any third party any data or analytics derived from the Content (other than as permitted by Section 2.1), whether during your use of the Service or for a period of twelve (12) months thereafter, except to the extent expressly authorized in writing by ARTDAI. Any Competing Offering you develop during or within twelve (12) months after your access to the Service is presumed to have been derived from or to have benefited from the Service and Content unless you demonstrate otherwise by a preponderance of the evidence. You represent and warrant that you have the right to upload or otherwise incorporate Customer Data 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, royalty-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 (together, '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 (defined below) (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 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. 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 in Section 11.1) reserve the right, but shall not be obligated, to record any dialogue or exchanges in the Public Areas. The ARTDAI Parties shall have no responsibility for any actions taken, or failures to take action, with respect to the Public Areas 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.
6. Passwords.
ARTDAI has several tools that allow you to record and store information in your account. You are responsible for all actions on the Site 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 account and password; and (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.
7. Usage Rules.
Customer will not at any time, directly or indirectly, and will not encourage, permit or assist any third party to:
(a) reverse engineer, decompile, disassemble, decode, adapt or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms of the Services or any of the ARTDAI IP, documentation or data related to the Services;
(b) modify, translate or create derivative works based on the Services;
(c) publish or otherwise publicly display any compilation, model, index or other output derived from the Services (each “Output”);
(d) circumvent, disable or otherwise interfere with security-related features of the Services which enforce any usage or access limits on the use of the Services or violate or abuse password protections governing Service access;
(e) make the Services available to any third party (including, without limitation, any timeshare arrangement, services arrangement, service bureau, lease, sale, resale or otherwise) or use the Services for any purpose other than its own internal business purposes;
(f) 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;
(g) use the Services in violation of any applicable law or regulation (including but not limited to any privacy laws to the extent applicable to Customer);
(h) modify, remove or obstruct any proprietary notices or marks;
(i) use the Services in a manner that violates any third party rights (including, without limitation, intellectual property and privacy rights);
(j) 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 the Services;
(k) use any Output (1) to create, enhance or supplement any database or dataset intended for sale, resale or commercial distribution or (2) to train, fine-tune, evaluate or otherwise develop any machine-learning model, including, without limitation, any large-language model, artificial intelligence system or generative AI technology;
(l) except as expressly permitted in Section 7(m), use or access the Services in any manner to deploy or take part in the deployment of agentic, generative, or other Artificial Intelligence technology;
(m) notwithstanding any other provision, use or access the Services, Content, or any Output with any artificial intelligence, machine-learning, chat, conversational, agentic, or natural-language technology other than the AI-enabled features provided by ARTDAI within the Services (including ARTDAI Chat), or make any artificial intelligence, chat, conversational, agentic, or natural-language interface that accesses, queries, or returns the Service or Content available to any customer, client, end user, or other third party, whether directly or through an embedded interface, application, or programming interface, in each case as further set forth in Section 7.5;
(n) use the Services for any purpose other than its own legitimate business purposes, excluding, in any event, resale or public distribution of the Services in any manner that allows unrestricted access to the general public; or
(0) 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 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 ARTDAI's reasonable discretion, to the normal operation of the Services.
7.1 Watermarks and Source Attribution. ARTDAI may embed unique per-account watermarks or identifiers in Content and Outputs to enable source attribution. You shall not identify, remove, alter, obscure, or circumvent any such watermark. The presence of an ARTDAI watermark in any data found outside your authorized systems constitutes prima facie evidence that such data originated from your account.
7.2 Data Retention and Deletion. You may retain Content only as necessary for your permitted internal business use and shall not warehouse, index, or retain Content in any database or secondary storage for any other purpose. Upon termination or expiration of your access for any reason, you shall within thirty (30) days permanently delete all Content and all outputs derived from the Content in your possession or control and, upon ARTDAI’s request, certify such deletion in writing, provided that you may retain (i) copies of Content that you are required to retain by applicable law or professional record-keeping obligations, and (ii) copies in routine backup systems that are not readily accessible, in each case subject to the confidentiality and use restrictions of this Agreement for so long as retained. This Section 7.2 does not require you to retrieve Content previously shared with your clients in accordance with Section 2.1.
7.3 Liquidated Damages (Supplemental Remedy). The remedies in this Section 7.3 are in addition to, and do not limit, ARTDAI’s rights to injunctive and other equitable relief under Section 14.2, its intellectual property remedies, and its right to suspend or terminate access. You acknowledge that an intentional or grossly negligent breach of Section 4.2, Section 7(e), 7(j), 7(k), 7(l), 7(m), 7.1, 7.2, 7.5(a) or 7.5(b) is likely to cause ARTDAI substantial harm that is difficult or impossible to quantify with certainty, and that the amount below is a reasonable pre-estimate of that harm and not a penalty, reflecting the cost of recreating the Content, lost licensing revenue, and erosion of ARTDAI’s competitive position and proprietary data assets. For any such intentional or grossly negligent breach, ARTDAI may, in its sole discretion and in lieu of actual damages for that breach, recover liquidated damages equal to the greater of (i) One Million Dollars (US $1,000,000) or (ii) five (5) times the total fees paid or payable by you during the twelve (12) months preceding the breach, per violation. ARTDAI may instead elect, on a per-violation basis, to recover its actual damages, which in the event of any large-scale extraction, publication, or redistribution of the Content would be expected to substantially exceed the liquidated amount, but not both for the same violation. Liquidated damages under this Section 7.3 shall be in lieu of ARTDAI’s actual monetary damages for the same violation, but shall not limit ARTDAI’s right to injunctive or other equitable relief.
7.4 Additional Usage Rules. 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) 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 law; 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, 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 this Agreement.
7.5 Artificial Intelligence Tools and Automated Access.
(a) Third-Party AI Tools. Customer shall not, and shall not permit any Authorized User or other person to, (i) input, upload, paste, copy, transmit, or otherwise provide any Content or Output, in whole or in part (including any screenshot, excerpt, summary, or derivative of any Content or Output), to any artificial intelligence, machine-learning, large language model, chatbot, AI agent, AI assistant, AI-enabled browser, browser extension or plug-in, “copilot,” “coworking,” or similar tool, application or service that is not provided by ARTDAI (each, a “Third-Party AI Tool”), for any purpose, including to train, fine-tune, evaluate or improve any model, or to query, prompt, ask questions about, summarize, analyze, compare, or otherwise process such Content or Output; (ii) use any Third-Party AI Tool to access, view, read, navigate, search, sort, filter, interact with, record, or extract information from the Service, including ArtQ; or (iii) use any Content or Output as a prompt, input, reference, knowledge base, or retrieval source for any Third-Party AI Tool. The only artificial intelligence technology that may be used with the Service or any Content is the AI-enabled functionality provided by ARTDAI within the Service.
(b) Automated Access. Customer shall access and use the Service only through a standard web browser or ARTDAI-provided application operated manually by an Authorized User. Customer shall not, and shall not permit any Authorized User or other person to, access, navigate, interact with, record, or extract data from the Service using any bot, spider, crawler, scraper, script, macro, headless browser, browser extension or plug-in, automation or workflow tool, AI agent, Third-Party AI Tool, screen-capture or screen-recording tool, or other software or automated means (collectively, “Automated Access”), unless expressly authorized by ARTDAI in writing. This Section 7.5(b) does not prohibit the use of assistive technologies by an individual with a disability solely to enable that individual’s own access to the Service.
(c) Usage Limits and Monitoring. ARTDAI may establish and enforce limits on the volume, rate and frequency of page loads, searches, queries, sorts, filters, exports, downloads and other activity on the Service. Customer acknowledges and agrees that ARTDAI monitors use of the Service, including through system logs, analytics tools and other monitoring technologies, to detect Automated Access, use of Third-Party AI Tools, credential sharing and other prohibited activity. Any activity that exceeds such limits, or that is inconsistent with ordinary manual use of the Service by a single individual (including, by way of example, unusually rapid or high-volume page loads or requests, or actions performed more quickly or more frequently than an individual could reasonably perform them), constitutes a breach of this Agreement, and ARTDAI’s records of such activity shall be presumptive evidence of Automated Access.
(d) Remedies. If ARTDAI reasonably determines that Customer or any Authorized User has breached this Section 7.5 or Section 2.1 with respect to credential sharing, ARTDAI may immediately suspend or terminate Customer’s account and access to the Service, without notice and without refund of any prepaid fees, in addition to all other rights and remedies available to ARTDAI under this Agreement or at law or in equity, including under Sections 7.3 and 14.2.
8. 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 process the personal data of such individuals in accordance with the General Data Protection Regulation 2016/679 and, where applicable, the UK GDPR (together, the ‘GDPR’), to the extent applicable to ARTDAI. 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 the Privacy Policy. You further agree to comply with all applicable laws with respect to all information you may receive from ARTDAI.
9. Parental Control Notice.
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 from the Federal Trade Commission’s consumer advice website (https://consumer.ftc.gov) and the National Cybersecurity Alliance’s StaySafeOnline website (https://staysafeonline.org). 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.
10. Indemnification
10. 1 ARTDAI shall indemnify, defend and hold harmless Customer, its affiliates, and its and their respective officers, directors, employees, agents, successors and assigns (collectively, “Customer Indemnitees”), from any and all costs and damages awarded against Customer Indemnitees by a court of competent jurisdiction in a non-appealable judgment, or agreed to by ARTDAI in settlement, arising from or in connection with any third party claim that the ARTDAI software platform, as provided by ARTDAI and used by Customer in accordance with this Agreement, infringes on or misappropriates a third party’s United States patent, copyright or trade secret. Notwithstanding the foregoing, ARTDAI will not have any obligations to any Customer Indemnitee under this Section for any costs or damages arising out of or relating to (a) Customer’s access to or use of the Services in combination with any hardware, system, software, network or other materials or service other than as permitted under this Agreement; (b) modifications of the item that is the subject of such infringement or misappropriation by Customer or its contractors, agents or representatives (other than ARTDAI or its affiliates or subcontractors); (c) Customer’s failure to implement an update within 30 days after such update has been made available to the Customer by ARTDAI; (d) Customer Data; or (e) any third-party data, images, or other third-party content made available through the Services. If the Services become, or in ARTDAI’s opinion are likely to become, the subject of an infringement claim, ARTDAI may, at its option, (i) procure the right for Customer to continue using the Services, (ii) modify or replace the Services so that they are non-infringing, or (iii) terminate Customer’s access to the affected Services and refund any prepaid fees attributable to the remainder of the then-current subscription term. ARTDAI’s total liability under this Section 10.1 shall not exceed the fees paid by Customer during the [twelve (12)] months preceding the claim. This Section 10.1 states ARTDAI’s sole liability, and Customer’s exclusive remedy, for any claim of infringement or misappropriation.
10. 2 Customer shall indemnify, defend and hold harmless ARTDAI and its affiliates, and its and their respective officers, directors, employees, agents, successors and assigns (collectively, “ARTDAI Indemnitees”), from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees), including amounts awarded against, or paid in settlement by, ARTDAI Indemnitees, arising from or in connection with any third-party claim arising out of or relating to (a) Customer’s or any Authorized User’s breach of this Agreement; (b) Customer Data or Submissions; (c) Customer’s or any Authorized User’s use of the Service or Content in violation of this Agreement or applicable law; or (d) any sharing of Content by Customer with any third party, or any third party’s use of or reliance on Content obtained from or through Customer.
10.3 Indemnification Procedures. The party seeking indemnification shall (a) give the indemnifying party prompt written notice of the claim (provided that any failure to do so will relieve the indemnifying party of its obligations only to the extent it is materially prejudiced), (b) give the indemnifying party sole control of the defense and settlement of the claim, provided that the indemnifying party may not settle any claim in a manner that imposes any obligation or admission of fault on the indemnified party without its prior written consent, and (c) provide reasonable cooperation at the indemnifying party’s expense.
11. Disclaimers; Limitations; Waivers of Liability.
11.1. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE AND CONTENT IS AT YOUR SOLE RISK AND IS PROVIDED ON AN 'AS IS' AND ‘AS AVAILABLE’ 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, NONE OF ARTDAI OR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONSULTANTS, 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 VALUATION OF ANY ARTWORK) WILL BE ACCURATE, RELIABLE, COMPLETE, CURRENT OR TIMELY. YOU ACKNOWLEDGE THAT WITH RESPECT TO ARTWORK RECORDED, DISPLAYED, VALUED OR OTHERWISE ASSOCIATED WITH THE SERVICE:
THE ARTDAI PARTIES MAKE NO REPRESENTATION TO YOU OR TO ANY OTHER PERSON 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 VALUATIONS ARE BASED ON REPORTS FROM USERS, COLLECTORS, ART GALLERIES, AUCTION SITES, OTHER WEBSITES AND OTHER PUBLICLY AVAILABLE SOURCES, WHICH WE DO NOT INDEPENDENTLY TEST OR VERIFY. WE HAVE NO WAY TO DETERMINE WHETHER 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 VALUATIONS ARE ESTIMATES OF VALUE AS OF THE DATE GENERATED, MAY BECOME OUTDATED AND ARE NOT PREDICTIVE OF FUTURE VALUES OR OF APPRAISALS THAT MIGHT BE RECEIVED BY OTHER MEANS OR FROM OTHER SOURCES. THESE VALUATIONS 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 HAS NO OBLIGATION TO UPDATE ANY VALUATION. ARTDAI DOES NOT RECEIVE A COMMISSION AND IS NOT COMPENSATED BASED ON VALUES, SALES NUMBERS, SALES PRICES OR INSURANCE PAYMENTS.
CONTENT, INCLUDING RESPONSES GENERATED THROUGH ARTDAI CHAT, IS PRODUCED IN WHOLE OR IN PART BY AUTOMATED, MACHINE-LEARNING AND ARTIFICIAL INTELLIGENCE (“AI”) MODELS AND IS NOT NECESSARILY REVIEWED BY A PERSON. AI-GENERATED CONTENT MAY BE INACCURATE, INCOMPLETE, OR OUTDATED, AND YOU SHOULD NOT RELY ON ANY AI-GENERATED CONTENT WITHOUT INDEPENDENT VERIFICATION. ARTDAI MAY CHANGE ITS DATA SOURCES AND METHODOLOGIES AT ANY TIME.
NO VALUATION OR OTHER CONTENT IS AN APPRAISAL PREPARED IN ACCORDANCE WITH THE UNIFORM STANDARDS OF PROFESSIONAL APPRAISAL PRACTICE OR A “QUALIFIED APPRAISAL” FOR U.S. FEDERAL TAX PURPOSES, AND ARTDAI IS NOT A LICENSED OR CERTIFIED APPRAISER. CONTENT IS NOT TAX, LEGAL, ACCOUNTING, INVESTMENT OR OTHER PROFESSIONAL ADVICE, AND ARTDAI DOES NOT WARRANT THAT ANY CONTENT MAY BE USED FOR TAX, ESTATE, INSURANCE, LENDING, COLLATERAL, LITIGATION OR INVESTMENT PURPOSES. ARTDAI IS NOT A REGISTERED INVESTMENT ADVISER OR BROKER-DEALER, NO CONTENT CONSTITUTES A RECOMMENDATION TO BUY, SELL OR HOLD ANY ARTWORK OR OTHER ASSET, AND THE ARTDAI PARTIES OWE NO FIDUCIARY DUTY TO YOU OR ANY OTHER PERSON. PAST PERFORMANCE AND HISTORICAL APPRECIATION RATES ARE NOT INDICATIVE OF FUTURE RESULTS.
11.3. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR ARTDAI’S OBLIGATIONS UNDER SECTION 10.1 (WHICH ARE SUBJECT TO THE LIMITATION SET FORTH THEREIN) THE ARTDAI PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION, OR FOR THE USE OR MISUSE OF SUBMISSIONS OR CONTENT IN ANY WAY WHATSOEVER ARISING OUT OF OR RELATING TO THE USE OF, RELIANCE ON, OR INABILITY TO USE, THE SERVICE OR ANY CONTENT, 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 ANY ARTDAI PARTY IS LIABLE, UNDER NO CIRCUMSTANCES WILL THE ARTDAI PARTIES’ TOTAL AGGREGATE LIABILITY TO YOU EXCEED THE AMOUNT YOU HAVE PAID ARTDAI IN THE 90 DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT THE CLAIM.
11.4. TO THE FULLEST EXTENT PERMITTED BY LAW, THE DISCLAIMERS AND LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION 11 APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, RELIANCE ON, OR INABILITY TO USE, THE SERVICE OR ANY CONTENT UNDER ANY CAUSE OF ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. YOU ACKNOWLEDGE THAT THESE DISCLAIMERS AND LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND ARTDAI. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU
11.5 To the fullest extent permitted by applicable law, you release and forever discharge 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 any dispute between you and any third party (including any other user, gallery, auction house, buyer or seller) arising from your interaction with such third party through or as a result of the Service. You agree that the provisions in this Section 11.5 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 ARTDAI’s 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:
Attention: VP of Growth
ARTBnk, Inc. dba ARTDAI
55 Main Street, Suite 121
Newmarket, NH 03857
info@artd.ai
13. Third-Party Sites and Products.
We may include links to third-party sites or services, or information about third-party products or services. Content may also include links or references to the third-party sources, such as auction sites, from which data was obtained; such links and references are provided for informational and attribution purposes only and do not imply any affiliation with or endorsement by those sources. Artwork images and other third-party content are the property of their respective owners. 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 Delaware governing contracts entered into and to be fully performed in Delaware (thus, without regard to conflict of law 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 Delaware, 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 Delaware.
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 therefore waive any claim or defense that ARTDAI has an adequate remedy at law and agree that ARTDAI shall be entitled to equitable relief, including injunctive relief. The right to injunctive relief shall not in any way be deemed diminished by reason of ARTDAI’s termination of this Agreement for any reason, nor shall it deny ARTDAI the right to seek monetary damages where applicable. Notwithstanding the foregoing and for the avoidance of doubt, nothing in this Section limits ARTDAI’s right to seek injunctive or other equitable relief. You agree that you will not seek to enjoin or restrain the operation or provision of the Service generally, and that your remedies for any breach by ARTDAI are limited to monetary damages (if any), except that you may seek injunctive relief to prevent the unauthorized use or disclosure of Customer Data.
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: Chief Executive Officer.
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, AND, IF YOU ARE AN INDIVIDUAL USING THE SERVICE PRIMARILY FOR PERSONAL PURPOSES, THE JAMS CONSUMER ARBITRATION MINIMUM STANDARDS. 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 process the personal data of such individuals in accordance with the GDPR, to the extent applicable to ARTDAI, 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 14.5, 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 14.5 is found to be illegal or unenforceable, then neither you nor ARTDAI will elect to arbitrate any Dispute falling within that portion of Section 14.5 found to be illegal or unenforceable, and such Dispute will be decided by a court of competent jurisdiction within Delaware, 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 canceling your subscription as described in Section 3 and complying with Section 7.2. 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, provided that if ARTDAI terminates your access for convenience and not as a result of your breach, Section 2.2 will apply to any prepaid fees. 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. Sections 4, 7.1, 7.2, 7.3, 7.5, 10, 11, 14, 15, 17 and 18, and any other provision that by its nature should survive, will survive any termination or expiration of 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, subject to Section 16. 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, the Pricing Terms and any Order Form) contains the entire understanding of you and ARTDAI, 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, to the fullest extent permitted by applicable law, and 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 YEAR after such claim or cause of action arose or will be forever barred.
19. Partner Terms of Service.
Certain Content may be made available by or through ARTDAI’s partners. Your use of such Content is also subject to the applicable partner terms listed below, which control solely with respect to such partner’s content: