TERMS OF USE

Welcome to Art Sales Vault (“ASV,” “we,” “us,” or “our”). These Terms of Use (“Terms”) apply to and govern the use by you, the user (“User,” “you,” and “your”) of the ASV website including its selection, coordination, arrangement, and “look and feel” (the “Site”) and any products, services, applications, newsletters, and other digital offerings that may be provided by or registered with ASV through the Site by you (the “Services”). By visiting the Site or using the Services, you accept these Terms, ASV’s Privacy Policy, Data Processing Agreement, and Disclaimer which are incorporated into and are a part of these Terms. These Terms also incorporate any related terms that you agree to when you register for an ASV account or make use of a specific ASV service. ASV reserves the right to modify or amend these Terms without notice. Your continued use of ASV’s Site or Services following any changes to these Terms is your acceptance of those changes.

ELIGIBILITY & REGISTRATION.

Before using our Site and Services, you must be sure that your use complies with all laws, rules, and regulations that apply to you. To the extent your use of the Site or Services conflicts with any applicable law, rule, or regulation, your right to access the Site and Services is revoked. You are responsible for determining whether your use is compliant before using the Site and Services. By using the Site and Services, you represent and warrant that you will not use the Site and Services in any way violative of applicable laws, rules, and regulations. You must be at least eighteen (18) years of age and have the capacity to enter into contracts in order to use the Site and Services. By using the Site or Services, you represent and warrant that you are at least eighteen (18) years of age, and have the capacity to enter into contracts.

LICENSE TO USE THE SITE AND SERVICES.

Subject to your compliance with these Terms, ASV grants you a non-exclusive, non-transferable, limited, and revocable right to access, use and display the Site and Services, and the text, images, articles, photographs, illustrations, audio, graphics, graphs, video clips, and other materials (“Content”) they contain for your personal use only. You agree that you will not reproduce, modify, create derivative works from, participate in the transfer or sale of, publish, or in any way use or exploit the Site or Services, in whole or in part, for any public or commercial use without the express written consent of ASV. You may download Content from the Site and Services for your personal informational use only, provided that all copyright, attribution, and other notices contained in such Content is maintained, including without limitation ASV’s trademarks and service marks, and those of its affiliates or the copyright holder identified in the individual Content’s copyright notice. Some of the Content contained on or in the Site and Services may be licensed under one or more open source, Creative commons, or similar licenses (“Open Source Licenses”). Nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining such materials under the applicable Open Source Licenses or to limit your use of such materials under such Open Source Licenses. You shall not distribute, transmit, reproduce, publish, license, rewrite, create derivative works from, transfer, or sell any Content contained on the Site and Services without the prior express written consent of the copyright owner. The Site and Services, including any software, processes, or Content, shall not be reverse engineered, disassembled, decompiled, transcribed, stored in a retrieval system, translated into any language or computer language, retransmitted in any form or by any means, including without limitation electronic, mechanical, photo reproduction, recordation, or otherwise, in whole or in part, without the prior express written consent of ASV. Any images of artworks on the Site and Services are provided for use solely within the context of the Site and Services, and are subject to all limitations set forth in these Terms. ASV reserves all rights not expressly granted in these Terms. You shall not interfere or attempt to interfere with the operation of the Site and Services in any way, by any means, software, routine, or device, including but not limited to spamming, hacking, or uploading computer viruses, trojan horses, time bombs, spyware, cancelbots, Easter eggs, or any other means expressly or impliedly prohibited by any provision of these Terms. You shall not use any robot, spider, other automatic device, or any manual process to monitor or copy ASV’s Site and Services, or any content contained on or within the same, for any other purpose absent ASV’s prior express written consent. You shall not take any action that imposes an unreasonable or disproportionately large load on ASV’s technology infrastructure.

INTELLECTUAL PROPERTY AND OWNERSHIP.

Intellectual Property Rights.

The Content, Site, and Services are protected by United States and international intellectual property laws including without limitation copyright, trademark, trade services, moral rights, rights of privacy, and rights of publicity (“Intellectual Property Rights”). ASV or its licensors own all Intellectual Property Rights in and to the names, logos, trademarks, trade dress, arrangements, visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), projects, software, services, and all other elements of the Site and Services provided by ASV. You acknowledge that your permitted use of the Site and Services does not grant any ownership rights in any part of the Content, Site, and Services. You agree to abide by any and all copyright notices, information, or restrictions displayed on the Site and Services.

Communications.

By sending messages to ASV, and/or uploading, inputting, or posting files, images, text, data, content, or other material on the Site or in connection with any of our Services, or by otherwise providing information or communications to ASV (individually or collectively “Communications”), you grant ASV a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free license to use (including for promotional or advertising purposes), copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit, create derivative works from, and otherwise exploit such Communications and any ideas or original materials contained in such Communications for any purpose and in all media known or after the date of entry into these Terms developed. You waive all rights you may have to inspect and/or approve any use by ASV of any material or idea submitted by you in any Communications or to receive any compensation for such use. You waive all rights to any claims against ASV for any alleged or actual infringement or misappropriation of any Intellectual Property Rights in connection with such Communications. You agree and understand ASV is under no obligation to use any Communications submitted by you on the Site or in connection with the Services in any way.

You are solely responsible for your Communications, and you agree that ASV is not and will not be in any way liable for your Communications. You affirm, represent, and warrant with respect to your Communications that: (1) your Communications will not violate these Terms or any applicable law, regulation, rule, or third party rights; (2) you own all Intellectual Property Rights in and to any Communications that you submit to ASV, or that you have sufficient rights in and to the Communications to grant to ASV the above license; and (3) your Communications do not and will not (a) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) slander, defame, libel, or invade a right of privacy, publicity, or other property rights of any other person; or (c) cause ASV to violate any law, regulation, rule, or rights of third parties.

USER-TRANSMITTED MATERIAL.

You acknowledge that Communications to and from the Site are not confidential, and that your communications may be read or intercepted by others. You acknowledge that by submitting Communications to ASV or to the Site, no confidentiality, fiduciary, contractually implied, or other relationship is created between you and ASV or any ASV affiliate other than pursuant to these Terms.

You acknowledge that nothing about your use of the Site of its Services constitutes an attorney-client relationship. You acknowledge that ASV does not provide legal advice and does not offer legal services.

All Communications that include Personal Information, as defined in the Privacy Policy, required by certain Services provided by ASV must be transmitted via the User ASV Vault Account. ASV is not responsible for any Personal Information included in Communications to and from the Site that is not transmitted through the User ASV Vault Account.

Communications submitted by third parties to the Site do not represent the views or opinions of ASV. We do not assume responsibility or the consequences of Communications on, or any communication or results arising from use of the Site. ASV does not guarantee the truthfulness, accuracy, or reliability of any Communications posted by users. ASV does not endorse the opinions expressed by users. ANY RELIANCE POSTED ON THE SITE IS AT YOUR OWN RISK.

PAYMENTS AND BILLING.

All Product prices are listed within each service and when you add funds to your vault account. You agree to pay the price for the Service indicated in the pricing schedule set forth on these pages. At the time of account creation or purchase, you need to provide accurate information regarding your account, including a valid credit card, and you must certify that you are over 18 years of age and legally able to enter into a valid and binding agreement with ASV.

COPYRIGHT POLICY.

Claims of Infringement.

ASV respects the intellectual property of others and requires that its users do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”), the test of which may be found in the United States Copyright Office website at https://www.copyright.gov/legislation/dmca.pdf, ASV will respond expeditiously to notices of alleged copyright infringement that are duly reported to its Designated Copyright Agent identified in the notice below. If you believe that your content has been copied in a way that constitutes copyright infringement, please provide ASV’s Designated Copyright Agent with the following information.

DMCA Notice of Alleged Infringement (“Notice”).

Identify the copyrighted work that you claim has been infringed, or, if multiple works are covered by this Notice, you may provide a representative list of the copyrighted works that you claim have been infringed.

Identify the material or link you claim is infringing and provide a description of where the infringing work is located on the Site.

Provide your mailing address, telephone number and, if available, email address.

Include both of the following statements in the body of the Notice:

• “I hereby state that I have a good-faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., fair use).”
• “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner or authorized to act on behalf of the owner of the copyright or of an exclusive right under the copyright that is allegedly infringed.”

Provide your full legal name and your electronic of physical signature.

Deliver this Notice, with all items completed, to our Designated Copyright Agent:

Andrea Tracy

While ASV takes all such Notices seriously, you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that content or activity is infringing. Accordingly, if you are uncertain whether material infringes your copyrights (including whether use of copyrighted material may constitute fair use) you may wish to seek the advice of an attorney.

RULES OF CONDUCT.

Your use of the Site and Services constitutes your agreement to the following rules (collectively, the “Rules of Conduct”). Your violation of any Rules of Conduct constitutes a violation of these Terms and may result in the termination of your right to use the Site or Services without notice:

• Disrespecting the privacy or views of other users.
• Using ASV, the Site, or the Services for unlawful purposes or to promote any unlawful activities.
• Impersonating or harassing another person; allowing another person to use your identification, or post or view comments; or soliciting passwords or Personal Information from other users.
• Transmitting “junk mail,” “chain letters,” or unsolicited mass mailing or “spamming.”
• Submitting Communications that infringe, misappropriate, or encourage infringement or misappropriation of the Intellectual Property Rights of others, or that are obscene, defamatory, harmful, abusive, threatening, or false.
• Submitting Communications that violate any law, rule, or regulation.
• Posting irrelevant Communications or posting Communications in inappropriate categories.

You further agree to the following:

• You alone are responsible for activity using your account, without regard to whether the activities are undertaken by you or another individual, whether you have permitted the other’s use of your account, or not.
• We reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (1) respond to any applicable law, regulation, legal process, or governmental request; (2) enforce these Terms, including investigation of potential violations; (3) detect, prevent, or otherwise address fraud, security, or technical issues; (4) respond to user support requests; or (5) protect the rights, property, or safety of us, our users, and the public.
• The Services may be subject to the trade and economic sanctions maintained by the Office of Foreign Assets Control (“OFAC”). By accessing the Services, you agree to comply with these laws and regulations. You represent and warrant that you are not (1) located in any country that is subject to OFAC’s trade and economic sanctions, currently Cuba, Iran, North Korea, Russia, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine; or (2) an individual or entity included on any United States lists of prohibited parties including: the Treasury Department’s List of Specially Designated Nationals (“SDN List”) and Sectoral Sanctions List (“SSI List”). Additionally, you agree not to, directly or indirectly, sell, export, reexport, transfer, divert, or otherwise dispose of any service received from ASV in contradiction with these laws and regulations. Failure to comply with these regulations may result in the suspension or termination of your permitted access to the Site and Services.
• You agree to comply with all applicable export and import control laws and regulations in your use of the Services. You assume full legal responsibility for any access and use of the Services from outside the United States, with full understanding that such access or use may implicate export regulations and/or require export license.

TERMINATION.

ASV reserves the right, in its sole discretion and without notice, to terminate, change, suspend, or discontinue your access to all or any part of the Site or Services at any time, for any reason or no reason at all, with or without notice, temporarily or permanently, effective immediately. ASV reserves the right to impose limits on certain features and Services or to restrict your access to parts or all of the Site or Services, cancel your registration or membership, remove your Communications, and/or exercise any other remedy available if ASV believes you have violated these Terms, or for any other reason, with or without notice to you.

INDEMNIFICATION.

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS ASV AND ALL ITS OWNERS, DIRECTORS, OFFICERS, AGENTS, EMPLOYEES, CONTENT PROVIDERS, AFFILIATES, AND LICENSEES (COLLECTIVELY, THE “INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, LOSSES, DAMAGES, AND LIABILITIES, AND ALL FEES, COSTS, AND EXPENSES OF ANY KIND RELATED THERETO (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND SETTLEMENT AMOUNTS) INCURRED OR SUFFERED BY THE INDEMNIFIED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF, BASED UPON, OR RESULTING FROM (1) YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES; (2) ANY NEGLIGENCE, WILLFUL MISCONDUCT, OR ANY BREACH OF THESE TERMS, INCLUDING WITHOUT LIMITATION BREACH OF ANY WARRANTY, COVENANT, OR OBLIGATION HEREUNDER BY YOU. YOU AGREE TO USE COUNSEL REASONABLY SATISFACTORY TO THE INDEMNIFIED PARTIES TO DEFEND EACH INDEMNIFIED CLAIM OR ACTION. ASV RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU. YOU SHALL NOT IN ANY EVENT CONSENT TO THE ENTRY OF ANY JUDGMENT OR SETTLE ANY CLAIM, OR OTHER MATTER, WITHOUT THE PRIOR WRITTEN CONSENT OF ASV.

DISCLAIMER OF WARRANTIES.

ASV does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through the Content, Site, or Services. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your sole risk. ASV reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Content, Site, or Services.

THE SITE AND SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

ASV DOES NOT WARRANT THAT THE FUNCTIONS, FEATURES, OR CONTENT CONTAINED IN THE SITE OR SERVIES WILL BE UNINTERRUPTED, ACCURATE, OR ERROR FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT ANY OTHER SITE OR ANY SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IF YOUR USE OF THE SITE OR SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING PROPERTY, MATERIAL, EQUIPMENT, OR DATA, ASV IS NOT RESPONSIBLE FOR THOSE COSTS. IF YOU ARE DISSATISFIED WITH THE SITE OR ANY SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE AND/OR SERVICES.

LIMITATION OF LIABILITY; EXCLUSION OF DAMAGES.

ASV is not liable for any lost data resulting from the operation of the Site, provision of Services, and/or enforcement of the Terms. ASV urges all users to maintain their own back-up versions of any Communications they provide for submission to the Site or Services, in compliance with any applicable laws.

ASV is not responsible for the products, services, actions, or failures to act of any other third party in connection with or referenced on the Site or Services.

UNDER NO CIRCUMSTANCES SHALL ASV, ITS SUBSIDIARIES, AFFILIATES, OR CONTENT PROVIDERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THESE TERMS, THE CONTENT, THE SITE, OR THE SERVICES, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, EVEN IF SUCH ENTITIES OR AN AUTHORIZED REPRESENTATIVE THEREOF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF ASV AND/OR ITS SUBSIDIARIES AND AFFILIATES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THESE TERMS, THE SITE, OR ANY SERVICES EXCEED, IN THE AGGREGATE, US $100.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES; AS SUCH, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

NON-UNITED STATES RESIDENTS.

Users who access the Site or Services from locations outside of the United States do so on their own initiative and are responsible for compliance with local laws, rules, and regulations, if and to the extent local laws, rules, and regulations are applicable.

ADDITIONAL REMEDIES.

You agree that monetary damages may not provide a sufficient remedy to ASV for your violation of these Terms and, accordingly, you acknowledge and agree that ASV is entitled to immediate injunctive relief for any such violation in addition to any other remedy available to ASV at law or in equity. ASV may release user information about you, including Personal Information, if required by law or subpoena, or if the information is necessary or appropriate to release to address unlawful or harmful activity. ASV is not required to provide any refund to you if you are terminated as a user pursuant to these Terms.

GENERAL PROVISIONS.

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. Any claim, controversy, or dispute between the parties, their agents, employees, officers, directors, or affiliated agents will be resolved by arbitration conducted by a single arbitrator engaged in the practice of law, under the then-current rules of the American Arbitration Association ("AAA"). The arbitrator's award will be final and binding and may be entered in any court thereof having jurisdiction. Each party shall bear its own costs and attorneys’ fees, and shall share equally in the fees and expenses of the arbitrator. The arbitration will occur in the City of New York, State of New York. Nothing in this section is intended to be construed as precluding any party from seeking injunctive relief to protect its Intellectual Property Rights. A request by a party to a court for such injunctive relief will not be deemed a waiver of the obligation to arbitrate. These Terms constitute the entire agreement between you and ASV with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. No section of these Terms shall be held to be waived, modified, or deleted, except by a written instrument signed by the parties hereto. No waiver by either you or ASV of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. Any cause of action you may have with respect to ASV must be commenced within one year after the claim or cause of action arises or such claim or cause of action is barred.