Creator and Collector Rights: 

NFT License - Last Revised: June, 2023
 

Premise
This License for Personal Use is created to give common ground for all parties in regards to what kind of rights the NFT Artist wants to grant to the Owner of an NFT.

This license is for personal, non-commercial use and permits the Owner to use the Art for personal and non-commercial purposes only. By adding this license to the NFT the Artist agrees to the Agreement. By purchasing the NFT the Owner agrees to the Agreement.

The Artist shall conform to securing all third-party permissions and clearances as may be necessary to enable the Owner to exercise the rights granted under this agreement.

The Owner shall accord credit on any use or reproduction of the Art in the name of the Artist.
Why do we need a License to sell an NFT?

This license shall create more security for both sides: The Artist and the Owner.

It is supposed to create an understanding about what the Owner is getting by purchasing an NFT. At the same time this license shall give the Artist the ability to secure his Art in a way that the Artist is used to having in the real world.
By doing this, this License will be a next step to adopt NFTs for everyday real world use cases.

The Owner is allowed to use the Art for personal use. The permitted uses include:
- to use the art as ‘profile image’ of the Owner on a 3rd party platform
- create up to 10 additional, physical reproductions of the Art for personal use, such as printing the image onto a shirt for Owner’s personal use
- create additional, digital manifestations of the Art for personal use, such as creating a desktop wallpaper or using the Art in a personal video for private, non-public viewing
- post the Art on social media
 

Conditions of Use: The Owner agrees and undertakes that
- the Owner is not allowed to modify the art in any way.
- the Artist is the creator of the Art and retains the right to claim original authorship of the Art.
- nothing contained in this Agreement shall entitle the Owner to use the Art as part of any corporate business or trading name. 
- the Owner will not distribute, sell, license or sub-license, let, trade or expose for sale the Art (other than the NFT) to a third party. 
- the usage rights of the Art are non-transferable and non-assignable other than by resale of the NFT.
- using the Art in connection with illegal or highly offensive media such as (but not limited to) racism, hatred, violence or cruelty are forbidden.
- any and all attempts to copyright, trademark or in any way claim that the Owner is the original creator and any and all attempts to gain rights to the IP of the Art are forbidden.
- the Owner shall not amend, adapt, use or position the Art so as to suggest that the Artist or any of the persons appearing in the Art endorse any commercial product or service or any political party.

Definitions 
 

Art is the work of art that is the subject of this license;

Artist is the original creator of the Art;
Blockchain is a distributed database that is shared among the nodes of a computer network;
Being in possession means to have a NFT in a wallet where the Owner has access to. the Owner has to proof this whenever needed (e.g. connect the wallet to a website to confirm the ownership and to get access);
Commercial Use All uses of the NFT by the user for the purposes of advertising, marketing or otherwise to advance the aim of generating revenue;
Credit Credit to persons include individuals, corporate bodies (wherever incorporated), unincorporated associations and partnerships;

Data File means a digital capture of the Art or the Metadata relating hereto or to the parties;
Image means a visible copy of the Art;
IP the relevant Intellectual Property of the Art;
NFT means non-fungible token;

Own a) specifically regarding NFT’s means the controller of the unique Cardano Wallet that (as verified on the Cardano Blockchain) has custody of the specific NFT. the NFT must have been acquired by legitimate means;
b) - specifically regarding the Art refers to original ownership by the author as stipulated by laws of countries adhering to the Berne-Convention;

Owner The person who owns the NFT;
Personal Use non-public use of the NFT by the user for the purposes of quietly enjoying the art and not for the purposes of generating revenue;

Purpose means the limited purpose for which Artist authorizes the Owner to use the Art pursuant to this License;
Territory means the entire universe;
Wallet means digital or hardware wallet, a software app used as storage of crypto currency and tokens and as payment tool for such currency;
 

Agreement

1. Interpretation
1.1 In this Agreement, unless the context otherwise requires: 
a) references to persons include individuals, corporate bodies (wherever incorporated), unincorporated associations and partnerships;
b) the headings are inserted for convenience only and do not affect the construction of the Agreement;

c) references to one gender include all genders; and
d) any reference to an enactment or statutory provision is a reference to it as it may have been, or may from time to time be amended, modified, consolidated or re-enacted.

2. Warranty and Indemnity
2.1 The Artist warrants and undertakes that:
a) the Artist is the exclusive owner of any and all rights in and to the Art and that no other individual or entity may claim any rights, title and/or interest in and to said Art; 
b) the Art will contain nothing that will infringe any rights of any third party, nor be contrary to any law, nor does it contain any obscene, blasphemous or defamatory matter, and its exploitation shall not place any person in contempt of court nor in breach of any provision of any statute; and
c) Artist is not aware, having made full and reasonable enquiry, of any claim by any third party that the Art or any pre-existing material incorporating the Art or included within the Art, or the exploitation of the Art by either party, has infringed or will infringe any rights of any third party and. the Artist agrees that the Artist shall immediately inform the Owner as soon as the Artist becomes aware of any such claim.
2.2 Artist undertakes and agrees to indemnify and hold Arkhouse, NMKR and The Owner harmless from all and any claims, actions, proceedings, demands, obligations, liabilities, losses, costs, charges, damages, fines, judgments, assessments, penalties and other expenses incurred or suffered by Arkhouse, NMKR or the Owner as a result of or arising from any act or omission of the Artist under this Agreement, or at law.

3. Ownership
3.1 The Owner recognizes that the Artist is the sole and exclusive owner in the Territory of all right, title and interest in the Art and all copies of the Art; and shall not at any time do or suffer to be done any act or thing which is likely to in any way prejudice the Artist's ownership title. 
3.2 the Owner further agrees that:
a) it shall not make any representation or do any act which may be taken to indicate that it has any right, title or interest in or to the ownership or use of any of the Art except under the terms of this Agreement and the Owner further acknowledges that nothing contained in this Agreement shall give the Owner any right, title or interest in or to the Art save as granted under this Agreement

4. Assignment and Other Dealings 
4.1 The Artist shall not be entitled at any time to assign, transfer or charge all or any of its rights and/or obligations under this agreement or to subcontract the performance of any of its obligations under this agreement.

5. Disclaimer of warranties & limitation of liability 
5.1 The licensed NFT is provided without warranties of any kind either express or implied except for the representations and warranties which have been stipulated herein and by Arkhouse Gallery's General Terms and Conditions.
To the fullest extent permissible pursuant to applicable law, The Owner disclaims all warranties, express or implied, including, but not limited to, implied warranties of non-infringement, merchantability and fitness for a particular purpose.
In no event shall The Owner be liable to Artist for any personal injury, property damage, lost profits, cost of substitute goods or services, loss of data, loss of goodwill, work stoppage, computer and/or device or technology failure or malfunction, or for any form of direct or indirect damages, and/or any special, incidental, consequential, exemplary or punitive damages based on any causes of action whatsoever related to the licensed NFT, its sale and resale, any technology and/or parties related to the auction, including but not limited to the Cardano blockchain. Both parties agree that this limitation of liability applies whether such allegations are for breach of contract, tortious behavior, negligence or fall under any other cause of action, regardless of the basis upon which liability is claimed and even if a disclaiming party has been advised of the possibility of such loss or damage, and in any event, to the maximum extent permitted by applicable law.

The Owner´s total aggregate liability shall not exceed the total sum paid directly by The Owner to the Artist the NFT.
Artist accepts the inherent security risks of providing information and dealing online over the internet and agrees that NMKR has no liability or responsibility for any breach of security unless it is due to its gross negligence. 

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6. Resolving Disputes 
6.1 If there is a disagreement between the Artist and The Owner on the interpretation of this agreement or any aspect of the performance by either party of its obligations under this agreement, representatives of the parties will, within 10 days of receipt of a written request from either party to the other, meet in good faith and try to resolve the disagreement without recourse to legal proceedings.
6.2 If resolution does not occur within 7 days after meeting, the parties may jointly resolve to appoint a mediator or independent expert to do so.
6.3 Nothing in this clause restricts either party's freedom to seek urgent relief to preserve a legal right or remedy, or to protect intellectual property, proprietary or trade secret rights.

7. Entire Agreement 
7.1 This Agreement contains the entire Agreement between the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other Agreement, whether oral or written. 

8. Severability 
8.1 Each provision of this Agreement and each part of any provision shall be severable.
8.2 If any provision or term of this Agreement shall become or be declared illegal, invalid or unenforceable for any reason whatsoever the term or provision shall be divisible from this Agreement and shall be deemed to be deleted from this Agreement provided always that if the deletion substantially affects or alters the commercial basis of this Agreement the parties shall negotiate in good faith to amend or modify the provisions and terms of this Agreement as may be necessary or desirable in the circumstances (such agreement not to be unreasonably withheld or delayed by either party). 

9. Waivers and Amendments 
9.1 No failure or delay by the Artist in exercising any right, power or privilege under this Agreement including (but not limited to) the right to terminate this Agreement shall operate as a waiver of that right, power or privilege, nor shall any single or partial exercise by the Artist of any right, power or privilege preclude any further exercise of any other right, power or privilege.
9.2 The rights and remedies provided for are cumulative and not exclusive of any rights and remedies provided by law.
9.3 No provision of this Agreement may be amended, modified, waived, discharged or terminated otherwise than by the express written agreement of the parties to this Agreement nor may any breach of any provision of this Agreement be waived or discharged except with the written consent of the party not in breach. 

10. Governing Law and Jurisdiction 
10.1 This document is governed by and is to be construed in accordance with Swiss Law.

Platform Content, Software and Trademarks: You acknowledge and agree that the Platform may contain content or features (“Platform Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws.  Except as expressly authorized by ARKHOUSE, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Platform or the Platform Content, in whole or in part.  In connection with your use of the Platform you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods.  If you are blocked by ARKHOUSE from accessing the Platform (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address).  Any use of the Platform or the Platform Content other than as specifically authorized herein is strictly prohibited.  The technology and software underlying the Platform or distributed in connection therewith are the property of ARKHOUSE, our affiliates and our partners (the “Software”).  You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software.  Any rights not expressly granted herein are reserved by ARKHOUSE.

The ARKHOUSE name and logos are trademarks and service marks of ARKHOUSE (collectively the “ARKHOUSE Trademarks”). Other company, product, and service names and logos used and displayed via the Platform may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to ARKHOUSE. Nothing in this Terms of Service or the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of ARKHOUSE Trademarks displayed on the Platform, without our prior written permission in each instance. All goodwill generated from the use of ARKHOUSE Trademarks will inure to our exclusive benefit.

Third Party Material:  Under no circumstances will ARKHOUSE be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content.  You acknowledge that ARKHOUSE does not pre-screen content, but that ARKHOUSE and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Platform. Without limiting the foregoing, ARKHOUSE and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Platform, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content and the purchase of any  Artwork, including any reliance on the accuracy, completeness, or usefulness of such content. 

User Content Transmitted Through the Platform:  With respect to the content,  Artwork, or other materials you upload through the Platform or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein.  By uploading any User Content you hereby grant and will grant ARKHOUSE and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Platform or the promotion, advertising or marketing thereof in any form, medium or technology now known or later developed.  
Any questions, comments, suggestions, ideas, feedback or other information about the Platform (“Submissions”), provided by you to ARKHOUSE are non-confidential and ARKHOUSE will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.  

ARKHOUSE may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of ARKHOUSE, its users and the public. You understand that the technical processing and transmission of the Platform, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

Copyright Complaints: ARKHOUSE respects the intellectual property of others, and we ask our users to do the same.  If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify ARKHOUSE of your infringement claim in accordance with the procedure set forth below.

ARKHOUSE 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.  A notification of claimed copyright infringement should be emailed to ARKHOUSE’s Copyright Agent, legal@arkhouse.io (Use subject line: “DMCA Takedown Request”). 

 
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 interest; 
- a description of the copyrighted work or other intellectual property that you claim has been infringed; 
- a description of where the material that you claim is infringing is located on the Platform, with enough detail that we may find it on the Platform; 
- 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; 
- a statement by you, made under penalty of perjury, that the above information in your Notice 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 User 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 User Content, you may send a written counter-notice containing the following information to the 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 Northern Maryland 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 Copyright Agent, ARKHOUSE 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, ARKHOUSE has adopted a policy of terminating, in appropriate circumstances and at ARKHOUSE's sole discretion, Users who are deemed to be repeat infringers. ARKHOUSE may also at its sole discretion limit access to the Platform and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

User Agrees to Cooperate with ARKHOUSE

Creators expressly agree to refund to the Collector and/or ARKHOUSE the entire portion of Fees received from the sale of an  Artwork that was subsequently removed from the Site pursuant to an effective DMCA request to which the Creator failed to timely submit an effective DMCA Counternotification. ARKHOUSE will not be held liable to any User for removing allegedly infringing works from the Platform or otherwise fulfilling its legal obligations under the DMCA.

Creators, Collectors, and all Users expressly agree to cooperate and timely respond to ARKHOUSE’s investigations, requests, and inquiries related to DMCA disputes or allegations of infringement. Users agree to initiate a “burn” transaction upon ARKHOUSE’s request for  Artwork that have been permanently removed from the ARKHOUSE gallery pursuant to a valid DMCA Take-Down Notice, or that are otherwise alleged to be infringing.

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What fees does ARKHOUSE charge?

Fees charged for individual Artworks are variable and are set by agreement between Arkhouse and the Creator.

ARKHOUSE does not generally collect any fees, commissions, or royalties for transactions occurring outside of ARKHOUSE. Users irrevocably releases, acquits, and forever discharges ARKHOUSE and its subsidiaries, affiliates, officers, and successors of any liability for royalties, fines, or fees not received from any off-market transaction.

All transactions on ARKHOUSE, including without limitation minting, tokenizing, bidding, listing, offering, purchasing, or confirming, are facilitated by smart contracts existing on the Cardano network. The Cardano network requires the payment of a transaction fee (a “Gas fee”) for every transaction that occurs on the Cardano network, and thus every transaction occurring on ARKHOUSE. The value of the Gas Fee changes, often unpredictably, and is entirely outside of the control of ARKHOUSE. The User acknowledges that under no circumstances will a contract, agreement, offer, sale, bid, or other transaction on ARKHOUSE be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable.

Taxes:  Users are responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, “associated with your use of ARKHOUSE (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, sale, or creation of any artworks).

Beta Platforms:  Certain features on ARKHOUSE may be offered while still in “beta” form (“Beta Platforms”). ARKHOUSE will utilize best efforts to identify the Beta Platforms by labeling on its Platform. By accepting these Terms or using the Beta Platforms, you understand and acknowledge that the Beta Platforms are being provided as a “Beta” version and made available on an “As Is” or “As Available” basis. The Beta Platforms may contain bugs, errors, and other problems. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE BETA PLATFORMS, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. In addition, we are not obligated to provide any maintenance, technical, or other support for the Beta Platforms.

What about my privacy?
Our privacy policy is a part of these Terms. Please review the ARKHOUSE Privacy Policy, which also governs the Platform and informs Users of our data collection practices. 

Other Legal Terms
Indemnity and Release:  You agree to release, indemnify and hold ARKHOUSE and its affiliates and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Platform, any User Content, your connection to the Platform, your violation of these Terms of Service or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

Disclaimer of Warranties: Platform transactions, including but not limited to primary sales, secondary market sales, listings, offers, bids, acceptances, and other operations utilize experimental smart contract and blockchain technology, including non-fungible tokens, cryptocurrencies, consensus algorithms, and decentralized or peer-to-peer networks and systems. Users acknowledge and agree that such technologies are experimental, speculative, and inherently risky and may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the Cardano blockchain (i.e., "forks"), which can adversely affect the smart contracts and may expose you to a risk of total loss, forfeiture of your digital currency or  Artwork, or lost opportunities to buy or sell  Artwork.  YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ARKHOUSE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

ARKHOUSE MAKES NO WARRANTY THAT (I) THE PLATFORM WILL MEET YOUR REQUIREMENTS, (II) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, PLATFORMS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS.
Limitation of Liability:  YOU EXPRESSLY UNDERSTAND AND AGREE THAT ARKHOUSE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, LOSS IN VALUE OF ANY  ARTWORK, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ARKHOUSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE PLATFORM; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND PLATFORMS RESULTING FROM ANY  ARTWORK, GOODS, DATA, INFORMATION OR PLATFORMS PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PLATFORM; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM; OR (V) ANY OTHER MATTER RELATING TO THE PLATFORM. IN NO EVENT WILL ARKHOUSE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID ARKHOUSE IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100). 

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM OR WITH THESE TERMS OF PLATFORM, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PLATFORM. 

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY.  IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

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Consumers may have certain statutory legal rights when using our Website. Nothing in these Terms affects these rights. We do not exclude our liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any matter for which it would be illegal for us to limit or exclude our liability.

We will not be liable for any loss that is not caused by us or that was caused by any event or circumstance beyond our reasonable control.

ARKHOUSE draws the user's attention to the fact that restrictions or impairments may arise which are beyond ARKHOUSE's control. This shall include, in particular, actions by third parties not acting on behalf of ARKHOUSE, technical conditions of the Internet beyond ARKHOUSE's control as well as force majeure. The hardware, software and technical infrastructure used by the user may also have an influence on ARKHOUSE's services. Insofar as such circumstances have an influence on the availability or functionality of the service provided by ARKHOUSE, ARKHOUSE shall disclaim any liability.

Any use by you of the Website or its contents in a manner not expressly permitted by our Terms may mean that you are infringing our Rights and/or the Rights of our licensors. We and our licensors reserve all rights and remedies available in respect of any such infringement.

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Here are our termination rights.  
You agree that ARKHOUSE, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Platform and remove and discard any content within the Platform, for any reason, including, without limitation, for lack of use or if ARKHOUSE believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Platform, may be referred to appropriate law enforcement authorities. ARKHOUSE may also in its sole discretion and at any time discontinue providing the Platform, or any part thereof, with or without notice. You agree that any termination of your access to the Platform under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that ARKHOUSE may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Platform. Further, you agree that ARKHOUSE will not be liable to you or any third party for any termination of your access to the Platform.

We do not get involved with User disputes.  
You agree that you are solely responsible for your interactions with any other Users in connection with the Platform and ARKHOUSE will have no liability or responsibility with respect thereto.  ARKHOUSE reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Platform.

General Legal Terms
These Terms of Service constitute the entire agreement between you and ARKHOUSE and govern your use of the Platform, superseding any prior agreements between you and ARKHOUSE with respect to the Platform. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. These Terms of Service will be governed by the laws of the State of Maryland without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and ARKHOUSE agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Harford County, Maryland. 

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The failure of ARKHOUSE to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign this Terms of Service without the prior written consent of ARKHOUSE, but ARKHOUSE may assign or transfer this Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Platform may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Platform.

Your Privacy 
At ARKHOUSE, we respect the privacy of our users. For details please see our Privacy Policy.  By using the Platform, you consent to our collection and use of personal data as outlined therein.

Notice for California Users
Under California Civil Code Section 1789.3, users of the Platform 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 us at Arkhouse Gallery Inc., 1443 Rock spring Rd. Unit # 172 Bel Air, MD 21014.

Dispute Resolution By Binding Arbitration: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
Agreement to Arbitrate This Dispute Resolution by Binding Arbitration section is referred to in this Terms of Service as the “Arbitration Agreement.”  You agree that any and all disputes or claims that have arisen or may arise between you and ARKHOUSE, whether arising out of or relating to this Terms of Service (including any alleged breach thereof), the Platforms, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify.  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 this Terms of Service, you and ARKHOUSE 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 Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND ARKHOUSE 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 ARKHOUSE 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.

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Pre-Arbitration Dispute Resolution. ARKHOUSE is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at connect@arkhouse.io. 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 (“Notice”).  The Notice to ARKHOUSE should be sent to Arkhouse Gallery Inc., 1443 Rock spring Rd. Unit # 172 Bel Air, MD 21014.

The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought.  If ARKHOUSE and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or ARKHOUSE may commence an arbitration proceeding.  During the arbitration, the amount of any settlement offer made by ARKHOUSE or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or ARKHOUSE is entitled.

Arbitration Procedures Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement.  For information on the AAA, please visit its website, http://www.adr.org.  Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/ as may be updated from time to time.  If there is any inconsistency between any term of the AAA 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 of Service as a court would.  All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement.  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 the Terms of Service and applicable law.  Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless ARKHOUSE 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 AAA.  If your claim is for $10,000 or less, ARKHOUSE agrees 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 AAA Rules.  If your claim exceeds $10,000, the right to a hearing will be determined by the AAA 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 AAA Rules,
 

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 subsection (b) titled “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 subsection (b) above titled “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 the Terms of Service will continue to apply.

Future Changes to Arbitration Agreement
Notwithstanding any provision in this Terms of Service to the contrary, ARKHOUSE agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Platforms, you may reject any such change by sending ARKHOUSE 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 of Service (or accepted any subsequent changes to these Terms of Service).

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