Terms of Use

 

                                                                                                                                                                 © The Fine Art Ledger, LLC. V.01 July 2018

 

A. Introduction & Suitability for Your Purposes

  1. Mission and Welcome.  Welcome to the Fine Art Ledger! The Fine Art Ledger is a unique utility designed with the intent of providing greater transparency and trust in the ownership, buying and selling of Fine Art.

  2. The Fine Print. THESE TERMS AND CONDITIONS OF USE (THE "TERMS")  ARE THE FINE PRINT GOVERNING YOUR VISIT TO, AND USE OF THE SERVICE (AS DEFINED, BELOW), INCLUDING THE SITE  AT THEFINEARTLEDGER.COM (THE “SITE”).THESE TERMS ARE A BINDING AGREEMENT WITH THE FINE ART LEDGER, LLC., A CALIFORNIA LIMITED LIABILITY COMPANY ("FAL"), WHICH OWNS AND MANAGES THE SITE AND THE SERVICE.BY VISiTING THE SITE OR USING THE SERVICE YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM AND AGREE TO BE BOUND BY THEM. WE WANT YOU TO ENJOY YOUR EXPERIENCE ON THE SITE AND WANT US TO BE ON THE SAME PAGE WITH THE FINE PRINT AND THESE TERMS BEING A BINDING AGREEMENT BETWEEN YOU AND FAL.IF YOU HAVE ANY DOUBT AS TO WHETHER YOU SHOULD BE ENTERING INTO THIS AGREEMENT, OR USING THE SITE OR SERVICE, PLEASE DO NOT SIGN UP TO THE SITE, OR CONTINUE USING THE SITE OR SERVICE, AND WE ENCOURAGED YOU TO SEEK INDEPENDENT LEGAL ADVICE AS TO THE CONTENT AND EFFECT OF THESE TERMS.

  3. Beta Release. The service offered by FAL, including all software applications, features and modules on the Site, and the Site itself (together the "Service") is in early access, limited open Beta release, and the site itself is in prototype form. This means that the Service will contain bugs, errors or other service issues, may be changed, modified or overhauled or shut down completely.  It also means that the site, its interface with the blockchain platform on which FAL’s fine art title and document authentication platform supporting the Service operates (the “Platform”), and the Platform itself may be operated in ‘sand-box’ or test mode. When in test mode or Beta release, functionality will be limited, and fine art stamped into the sand-box version of the Paltform may not be in immutable form. Once we move out of Beta, we reserve the right to stamp works of fine art (“Works”) previously submitted to the Service immutably into the blockchain and to reissue Letters of Authenticity  for those works. We will announce publicly on our Site or otherwise through the Service once we move out of Beta or test mode. We encourage you to report any bugs that you do find, and to make any suggestions for changes to, or additional features for the Service. NONE OF FAL, ITS CURRENT OR FORMER AFFILIATES, THEIR CURRENT OR FORMER RESPECTIVE OWNERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, CONSULTANTS AND/OR OTHER REPRESENTATIVES (TOGETHER, "FAL REPRESENTATIVES") SHALL BE RESPONSIBLE, OR HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON, AND EACH OF FAL AND THE FAL REPRESENTATIVES HEREBY DISCLAIMS ANY AND ALL RESPONSIBILITY AND LIABILITY FOR ANY INTERRUPTIONS TO, FAILURES, DELAYS, BUGS, ERRORS IN THE SERVICE (OR ANY COMPONENT THEREOF), OR LACK OF SERVICE OR ACCESS OR INABILITY TO UPLOAD OR DOWNLOAD INFORMATION OR ANY LOSS OR DISCLOSURE OF INFORMATION OR INTRUSION, WHETHER CAUSED BY NETWORK, SYSTEM, DATABASE, BROWSER, APPLICATION, CODE OR OTHER FAILURES, ERRORS, INTERRUPTIONS INTRUSIONS OR HACKING, MAINTENANCE, DIFFICULTIES ACCESSING THE SITE, FUNCTIONALITY OR OTHERWISE, OF WHATSOEVER NATURE HOWSOEVER ARISING OR ANY FAILURE OR DELAY IN STAMPING WORKS INTO THE BLOCKCHAIN OR ANY DISPUTES AS TO TITLE, OWNERSHIP OR AUTHENTICITY OF WORKS.FAL DOES NOT PROVIDE ANY GUARANTY THAT THE SERVICE SHALL BE AVAILABLE ON AN UNINTERRUPTED BASIS, ERROR FREE, THAT THERE SHALL BE NO LOSS OR DISCLOSURE OF INFORMATION, INTRUSIONS, DOCUMENTS OR OTHER DATA OR INFORMATION POSTED TO THE SITE OR IN RELATION TO THE SERVICE AS A WHOLE, THAT THE PLATFORM OR ANY OTHER BLOCKCHAIN WILL WORK OR OPERATE AS SPECIFIED OR REQUIRED, THAT THE PLATFORM OR ANY OTHER BLOCKCHAIN WILL NOT BE SUBJECT TO ANY INTRUSION, HACK, BREACH OR FAILURE OR THAT ANY WORKS WILL BE STAMPED INTO THE BLOCKCHAIN.

  4. Voluntary Use. Your registration with, and use of the Service is entirely voluntary. If, at any time, you feel that FAL, the Service and/or any aspect of these Terms, The Privacy Policy are not appropriate for your needs or requirements, or in any way, in your view, represent an unreasonable risk to the safety or security of your or others' information, documents or other data or do not allow you to comply with your professional responsibilities or other regulatory requirements, please do not proceed to register, or if you have already registered, please immediately deactivate and terminate your account and cease using the the Service.

  5. Information Stored in the Cloud and the Blockchain. FAL is a 'Cloud' service and interfaces into the blockchain.  FAL uses third party’s for the provision of the front and back ends of the Site, for the provision of servers, storage of information and code and provision of the blockchain on which the Platform is built. For example, we currently use Wix.com for the front end of the Site, Amazon Web Services’ cloud servers and databases and NEM.io for its blockchain   All Information (including but not limited to data, documents and other information) which you upload or otherwise submit to the Site is stored on virtual servers or blockchain environments operated and managed by one or more of our vendors. FAL does not control these servers, but is simply a customer of its vendors, and subject to its vendors’ usual terms and conditions. The servers and environments maintained and operated by these vendors are part of a 'public cloud' (and in the case of the blockchain, are replicated on to the servers of numerous participants (potentially in diverse global locations)) and store information of other vendor customers, as well. These servers are maintained and accessed by these vendors for maintenance and other purposes. Please refer to our Privacy Policy for further details in this regard.  YOU HEREBY CONSENT AND AGREE, AND YOUR USE OF THE SITE AND THE SERVICE CONFIRMS YOUR CONTINUED CONSENT AND AGREEMENT TO THE STORAGE OF YOUR CONFIDENTIAL OR OTHER INFORMATION ON SERVERS OR OTHER TECHNOLOGICAL BASES PROVIDED BY THIRD PARTY VENDORS OR ON THE BLOCKCHAIN DISTRIBUTED TO AN UNKNOWN NUMBER OF PARTICIPANTS IN THE BLOCKCHAIN IN DIVERSE GEOGRAPHIC LOCATIONS.

  6. Privacy Policy. The Terms incorporate FAL's Privacy Policy as if it were specifically incorporated herein. References to 'Personal Information' are as defined in the Privacy Policy. We strongly suggest that you carefully read the Privacy Policy and consider their implications for your use of the Service.

B. Registration & Eligibility

  1. Prohibited Registrants. You are prohibited from registering, using and/or continuing to use the Service: (i) if you are less than 18 years of age or at least the minimum age required in your place of residence to enter into binding contracts, whichever is the greater; (ii) if you are, intend to, or are considering providing a service, or otherwise being involved in a service in competition with the Service; (iii) if you intend to, or are considering violating, or actually have violated these Terms or the Privacy Policy, or any other right of  FAL (including but not limited to its intellectual property) or the rights of any other User; (iv) if you intend to, or are, knowingly, considering submitting fraudulent, fake or stolen Works or Works in which you or any person on whose behalf you are submitting does not have title; (v)  where you are prohibited by applicable law, regulation, court order, rules of professional conduct or your contractual obligations from doing so; or (vi) where you breach, fail to comply with, are unable to, or are unwilling to comply with the provisions of Sections C.7 and C.8, below. Any registration and/or use of the site or Services shall (in FAL's sole discretion) be immediately rejected or terminated, and your FAL account deactivated if this Section B.1 is breached.

  2. Refusal of Registration or Invitation to Register. BY REGISTERING WITH THE SITE AND/OR CONTINUING TO USE THE SITE, YOU AGREE AND ACCEPT THAT NONE OF FAL NOR ANY FAL REPRESENTATIVE SHALL BE RESPONSIBLE, NOR HAVE ANY LIABILITY, AND EACH OF FAL AND THE FAL REPRESENTATIVES HEREBY DISCLAIMS, AND IS RELEASED BY YOU FROM ANY AND ALL RESPONSIBILITY AND LIABILITY TO YOU AND ANY AND ALL USERS AND/OR OTHER PERSONS FOR FAILURE BY YOU OR ANY USER OR ANY OTHER PERSON TO COMPLY WITH ANY LAW, THEIR  OBLIGATIONS OR RESPONSIBILITIES IN USING THE SERVICE OR ANY BREACH BY ANY OF THEM OF THESE TERMS OR THE PRIVACY POLICY. USE OF THE SERVICES, INCLUDING THE SITE IS ENTIRELY AT YOUR OWN RISK. IN PARTICULAR, BUT NOT LIMITING THE FOREGOING, IT IS THE RESPONSIBILITY OF EACH USER TO SATISFY HIM OR HERSELF AS TO THE SUITABILITY AND APPROPRIATENESS OF USING FAL, FOR THE STAMPING OF WORKS INTO THE BLOCKCHAIN, THE RECORDING OF TITLE TO, OR FRACTIONAL OWNERSHIP IN  WORKS, THE GENERATION AND USE OF LETTERS OF AUTHENTICITY OR ANY OTHER ASPECT OF THE SERVICE . THIS INCLUDES YOU BEING SATISFIED THAT THE SERVICES OFFERED BY FAL (AND ITS AFFILIATES AND PROVIDERS) COMPLY WITH ALL LAWS OR RULES OF CONDUCT APPLICABLE TO YOU AND TO USE YOUR DISCRETION AS TO WHAT EXTENT THE SERVICE IS APPROPRIATE FOR YOU, YOUR OLBIGATIONS OR ANY OF YOUR CONTRACTUAL COUNTER-PARTIES, FOR DATA, INCLUDING IMAGES, WHICH YOU SUBMIT TO THE SERVICE, OR THE GENERATION,  YOUR OR YOUR CONTRACTUAL COUNTER-PARTIES’ USE OR RELIANCE ON LETTERS OF AUTHENTICITY.

  3. User Identity & Use of the Site. None of FAL nor any FAL Representative reviews, monitors or approves or validates the identity of any User or any User's or any other persons use of the Service, nor can any of FAL or any FAL Representative validate, guarantee or confirm the identity of any User or any other person on the site or that any person using the Service at any time is who he or she purports to be. EACH PERSON USING THE SITE AND SERVICE, AND COMMUNICATING OR INTERACTING WITH OTHER PERSONS DO SO AT THEIR OWN RISK.EACH OF FAL AND THE FAL REPRESENTATIVES HEREBY DISCLAIMS, AND YOU HEREBY RELEASE EACH OF THEM FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY USER OR OTHER PERSON'S SERVICE MISUSE, ABUSE, OR APPROPRIATION, MISAPPROPRIATION OR MISREPRESENTATION OF INFORMATION OR ANY IDENTITY THEFT OR REPRESENTATION OR ANY SCAMS, OR OTHER UNLAWFUL OR IMPROPER BEHAVIOR OR CONDUCT. ALTHOUGH USERS ARE ENCOURAGED TO REPORT TO FAL ANY USER WHO ABUSES OR MISUSES THE SERVICE OR WHO VIOLATES THESE TERMS, NONE OF FAL NOR ANY FAL REPRESENTATIVE SHALL HAVE ANY OBLIGATION OR RESPONSIBILITY TO TAKE ANY ACTION IN RELATION THERETO NOR SHALL THEY HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON AS A RESULT OF ANY FAILURE TO DO SO, AND YOU HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASE EACH OF THEM IN RELATION THERETO. FAL does not vet postings on the Site, any of its social media outlets (together, the “Social Media Platforms”), emails or other communications conducted on or through the site or any other part of the Service, nor does it check to see that the postings emails or other communications through the Site or other aspects of the Service are legitimate, correct or that the persons posting them are entitled to post the content or are who they profess to be. In certain circumstances, persons communicating on, or through the Service do not need to register with FAL to communicate, and in most circumstances, FAL may not be able to identify the person making the communication (even if that poster has registered with the site). WARNING: All persons using the Service are advised to exercise caution when dealing with any of the above communications to avoid scams and other unlawful or improper conduct, and, where proceeding further in response to any communication, to take steps to verify the legitimacy and identity of the persons involved.

  4. Registration & Other Information & Content. In uploading, submitting, sharing, publishing, communicating, posting or otherwise providing (together, "Providing") any Information (as defined, below) to, or on the site or any other aspect of the Service (including your User account) whether in registering with FAL, submitting or transferring Works, generally communicating or sharing information, documents, images and/or other data of whatsoever nature (together "Information") with the Site or other Services YOU WARRANT, REPRESENT AND UNDERTAKE TO FAL THAT : (I) THE INFORMATION IS TRUE AND CORRECT AND COMPLETE; (II) YOU HAVE THE RIGHT TO SUBMIT, POST AND/OR SHARE THE INFORMATION, AND DOING SO DOES NOT BREACH OR VIOLATE THE RIGHTS OF ANY OTHER PERSON (INCLUDING, BUT NOT LIMITED TO ANY COPYRIGHT); AND (III) SUCH INFORMATION IS OTHERWISE IN COMPLIANCE WITH APPLICABLE LAW AND THESE TERMS.

 

C. Your Use of the Site

  1. Limited License. Subject to, and conditional upon your compliance with these Terms and our Privacy Policy, and following acceptance and completion of your registration by FAL, FAL gives you a limited, revocable and non-exclusive license to access, and use your User account on the Service, any Letters of Authenticity or any other aspect of the Service solely for the allowed purposes as set forth in these Terms, and for no other purposes whatsoever. You are prohibited from assigning or sublicensing this limited license to any person. Under no circumstances may you give your login credentials to any other person or allow them to use your User account.

  2. Ownership of the Service. The Service (including all copyright, designs, marks, know-how, concepts, rights in source code, personal and public keys and all other intellectual property comprising the Service (INCLUDING THESE TERMS, THE PRIVACY POLICY, AND THE DESIGN, CONTENT AND GET UP OF THE LETTERS OF AUTHENTICITY,  ALL OF WHICH ARE COPYRIGHT OF FAL) is the exclusive property of FAL and/or certain of its affiliates, and is protected by copyright and other local and international intellectual property protections. You are solely afforded the right to use the Service, subject to, and to the extent set forth in these Terms. THE SERVICE REPRESENTS A DISTINCTIVE CONCEPT (BEING A BLOCKCHAIN BASED UTILITY FOR FINE ART TITLE DOCUMENT AUTHENTICATION, FRACTIONAL OWNERSHIP IN FINE ART AND RELATED PRODUCTS AND SERVICES) FOLLOWING A DISTINCTIVE AND NOVEL FORMULA AND IS BASED ON A DISTINCTIVE DESIGN WHICH HAS A CERTAIN APPEARANCE AND OPERATES AND IS CONFIGURED IN A CERTAIN WAY. YOU ARE PROHIBITED FROM, IN ANY WAY, SHAPE OR FORM, COPYING, REVERSE ENGINEERING, MIRRORING, DECOMPILING, DERIVING OR OTHERWISE REPLICATING OR DISTRIBUTING THE SERVICE OR ANY ASPECT OF IT, INCLUDING BUT NOT LIMITED TO THE LETTERS OF AUTHENTICITY, ITS APPEARANCE, FUNCTIONALITY, USER INTERFACE, LOOK AND FEEL, SOURCE CODE OR ANY OTHER ASPECT OF THE SERVICE. IN ADDITION, AND WITHOUT LIMITATION, THESE TERMS AND THE PRIVACY POLICY ARE THE SOLE PROPERTY OF FAL AND YOU MAY NOT REPLICATE OR COPY THEIR TERMS OR THEIR CONTENT FOR ANY PURPOSE WHATSOEVER OTHER THAN STRICTLY FOR THE PURPOSE OF YOUR COMPLIANCE WITH THEM.

  3. Login User Names and Passwords. You agree and undertake to FAL to keep confidential and secure your log-in details, and not to disclose such details to any other person. Users are encouraged to use passwords which have a high security rating , and to frequently change the password, at least once a month. Your User account is your responsibility: FAL will hold you accountable for any actions, Information Provided on, or through your User account, with the presumption being that any such acts, Information or statements are yours until you show us to the contrary. If you feel that your User account has been compromised in anyway, please contact FAL immediately and deactivate your User account.

  4. Content Ownership & Access. All Information which you Provide to the Site is owned by you. FAL's Privacy Policy explains how you may access, retrieve and delete your information at any time or deactivate your account with FAL. This is with the exception of Information stamped into the blockchain, which as described in our Privacy Policy, is immutable. Information which you have already shared with other Users ( for example, by way of email, posting  publicly to the Site or to Social Media Platforms) may not be capable of total deletion. YOU GRANT FAL AN IRREVOCABLE, UNCONDITIONAL, PERPETUAL, WORLD-WIDE, ROYALTY FREE, AND FULLY PAID-UP LICENSE TO USE, PROCESS, COMMERCIALIZE, AND SHARE YOUR INFORMATION, CONSISTENT WITH, AND SUBJECT TO THE TERMS OF FAL'S PRIVACY POLICY THESE RIGHTS INCLUDE THE RIGHT FOR FAL TO ASSIGN AND/OR SUBLICENSE SUCH INFORMATION TO SUCH PERSONS AS IT DEEMS FIT WITHIN ITS SOLE DISCRETION.

  5. Risk of Content Loss & Cloud Vendor Storage of Information. Information Provided to the Site is kept on servers maintained by 'Cloud' vendors with whom FAL has contracted or third party blockchain or website development platforms which FAL uses. FAL DOES NOT GUARANTEE, UNDERTAKE, WARRANT OR REPRESENT THAT THERE SHALL BE NO UNAUTHORIZED ACCESS TO, DISCLOSURE, USE, SHARING, LOSS, BREACH OR CONTAMINATION OF THE INFORMATION OR THAT THE INTEGRITY OF THE INFORMATION SHALL REMAIN INTACT AND PRESERVED (TOGETHER "INFORMATION LOSS"). ACCORDINGLY, EACH USER BEARS ANY AND ALL RISK IN ANY AND ALL INFORMATION LOSS, HOWSOEVER ARISING, AND OF WHATSOEVER NATURE AND HEREBY AGREES TO RELEASE AND HOLD HARMLESS FAL, THE FAL REPRESENTATIVES AND THE FAL VENDORS FROM ANY AND ALL CLAIMS ARISING FROM INFORMATION LOSS RELATING TO INFORMATION OF THAT USER OR FOR WHICH THAT USER IS RESPONSIBLE.

  6. Permitted Uses. The Service is for use as an on-line, blockchain-based fine art title register, document authentication and fractional ownership utility  (the "Purpose"). You agree to use the Service solely for the Purpose. In particular, and without limiting the foregoing, you agree to Provide to the Service (whether by upload or Information input or otherwise) only such Information, and to use the Service as is relevant and appropriate to the objectives, Purpose or mission of the Service and in accordance with these Terms.

  7. Prohibited Uses. You agree, that as a condition of your registration and/or use of the Service, you shall use the Service solely for, and in the spirit of the Purpose, and, in particular, but without limitation, you shall not, nor attempt to:

 

  1. Provide any documents, images or other Information not required or related to the Purpose;

  2. provide illegal, objectionable, obscene, inapplicable, inaccurate or untrue Information;

  3. harass, badger, intimidate, provoke, incite, or stalk any person;

  4. engage in any activity which is vexatious, annoying or embarrassing or is a nuisance;

  5. engage in any activity which is unlawful, defamatory, abusive, harmful, discriminatory or otherwise objectionable;

  6. act unprofessionally, deceitfully, unlawfully or unethically or contrary to these Terms, or the Privacy Policy;

  7. Provide or attempt to Provide any Works which are fraudulent, fake or which are not owned by you or the person on whose behalf you are Providing, or attempting to provide to the Site (or any other aspect of the Service);

  8. Provide any Works not owned by you, or on behalf of any person who to your knowledge does not own the Work;knowingly misstate or misrepresent any Information submitted to the Service (including the Site), including, but not limited to the details of any Work or any person in whose name you request the Work to be recorded on the Platform;

  9. use any image or any other document in Providing Works to the Service (including the Site) which you do not own or have permission to use;

  10. obtain or use the login credentials, or any account on the Service except your own;

  11. input Information in your User account, Works submission or transfer forms, or any other input fields which does not correspond to, or is inconsistent with the Information requested to be included (in particular, but without limitation, any Information which seeks to undermine, subvert or obviate the Service, these Terms or the Privacy Policy, or is intended to be used for advertising or other commercial purposes or gain);

  12. create dummy profiles or hide or conceal your identity by, for example using fictitious or false names on your User profile;

  13. provide a profile image showing anything other than a true head and shoulder picture of yourself;

  14. assume the identity of any other User or person or attempt to conceal your identity in dealing with any other User or with FAL;

  15. provide Information on the Service in circumstances which would place you in violation of any contractual limitation on the disclosure or use of such Information (for example, a confidentiality agreement), any restriction on the disclosure of 'inside' or 'price sensitive' information, any restriction imposed by court order or any employment or similar relationship ;

  16. provide Information which would constitute a breach, or violation of, or infringe any other person's intellectual property or proprietary rights to such Information, including, but limited to any Works or images;

  17. obtain, copy, download, extract, resell, license, loan, distribute, pledge, secure or offer or grant any other interest in any Information (other than that Provided by you), or (otherwise) infringe the intellectual property or proprietary rights of any other User;

  18. without FAL’s prior consent, use the Service to market or sell products or services or to solicit business, or engage in any unauthorized or unsolicited advertising or promotional;

  19. provide Information or do anything which would harm or threaten to harm the continued and proper functioning, integrity, security and/or confidentiality of the Service, the systems and infrastructure on which it operates, and/or any User or FAL Information or other content, whether by way of: (a) the Provision of Information containing, worms, malware, spyware or other viruses: (b) attempts to make, or making the Service unavailable to other Users or to alter the Service (by way of Denial of Service attacks, file name modifiers, or otherwise); and/or (c) attempts to compromise or compromising the privacy of other Users (including but not limited to unauthorized attempts to use or actually using another User's log in credentials), the proper functioning of any component of the Service (including, but not limited to the sharing of documents and sending of emails to and by the intended Users) or otherwise . Each User shall ensure that he or she has adequate anti-virus programs and other protections installed, up –to –date on his or her operating systems so as not to violate the provisions of these Terms;

  20. engage in any activity which seeks to, or actually involves the reverse engineering, derivation, testing, copying, replicating or mirroring of any aspect of the Service, its content (including, but not limited to the Site, these Terms, or the Privacy  Policy, design, code and structure and/or the concept underlying the Service (being a community based utility for the provision of on-line legal services and related products and services), or which in any way seeks to, or actually constitutes an infringement of any of the intellectual property of FAL or any other person;

  21. engage in any activity which involves the manual or automated surveillance, crawling, web spidering, scraping, Information capture or other automated use of the Site or any other part of the Service, whether by way of the use of spambots, votebots, website scrapers, botnets, spider bots or otherwise;

  22. register with the Service, and/or use the Service with the intent of, or actually reviewing it, or obtaining or copying Information, ideas, concepts and/or content (including  the Site, these Terms, or the Privacy Policy) for, or on behalf of any competing or other commercial business or service;

  23. hold yourself out, or represent yourself, or any other person as being affiliated, or otherwise involved with FAL and/ or the Service, and/or attempt or purport to bind FAL or any FAL Representative on your or others' behalf;

  24. without the prior authorization of FAL, use any mark, logo, icon, link or other feature on, of or to the Service (registered or unregistered), in any website, communication (electronic or otherwise) or document, or in any manner pass off, or attempt to pass off any website, communication or document as being affiliated or in any way connected to, or authorized by FAL or any FAL Representative. Notwithstanding the foregoing, you may include a properly described link to the site;

  25. engage in any activity involving the re-selling, renting, licensing, pledging or similar activity of any Information, or access to, or other rights in and to the Service or in, to or of any of its underlying infrastructure; or

  26. engage in any activity undermining permissions on the site, including, but not limited to overriding or attempting to override any permissions or restrictions placed on any document on the site and/or attempting to share or disclose any Information contrary to the intention of the owner of that Information;

  1. Compliance with Laws. You agree to, and shall comply in your use of the Site, the Social Media Platforms and each other aspect of the Service with all applicable federal, state, local and foreign laws, regulations, court and other orders and directives of Government Agencies and Departments and all other applicable laws. In particular, but without limiting the foregoing you undertake to FAL that you shall comply with all United States federal laws and directives, particularly the Export Administration Regulations of the Department of Commerce, and the regulations and requirements of the Treasury Departments' Office of Foreign Asset Control. AS SUCH, YOU UNDERTAKE TO FAL THAT YOU ARE NOT ON THE LIST OF EMBARGOED, SPECIALLY DESIGNATED OR DENIED PERSONS OR OTHER SUCH LISTS MAINTAINED BY THESE AND/OR OTHER UNITED STATES FEDERAL AGENCIES OR DEPARTMENTS, ARE NOT FROM A COUNTRY EMBARGOED BY ANY OF THOSE LISTS, AND THAT YOU DO NOT INTEND TO USE THE SERVICE OR COMPONENT THEREOF FOR ANY PROHIBITED PURPOSES SUCH AS THE PROLIFERATION OF NUCLEAR OR BIOLOGICAL WEAPONS, THE SALE, DISTRIBUTION OR USE OF NAROCTICS, THE TRAFFIC OR SALE OF ARMS OR OTHER PROHIBITED ACTIVITIES. YOU ALSO UNDERTAKE TO FAL THAT YOU WILL NEITHER ACTUALLY, NOR ATTEMPT TO EXPORT OR RE-EXPORT THE SOFTWARE OR APPLICATIONS FORMING PART OF THE SERVICE, PARTICULARLY TO ANY DESTINATION, PERSON OR FOR ANY USE PROHIBITED UNDER THESE REGULATIONS AND/OR THE LAWS OF THE UNITED STATES OF AMERICA.

 

D. Submission of Works, Title and Authentication.

  1. No Obligation to Approve Submissions. FAL has no obligation to accept for stamping into the blockchain any Works or other Information submitted to the Site or any other aspect of the Service, and its decision in this regard is completely within its sole discretion.

  2. Letters of Authenticity. Title reflects name of person entered into The Fine art Ledger as 'owner'. Title in the physical work may, in accordance with usual legal principles, be transferred by delivery or

  3. otherwise outside, and independently of the The Fine Art Ledger. When purchasing a work, always inspect and diligence the physical work in the hands of the seller.

  4. **Provenance pre-dating stamping into The Fine Art Ledger may not be complete or accurate. All pre-stamped provenance relies on the veracity and accuracy of information

  5. provided to The Fine Art Ledger.

  6. General Content. The Service allows for the Provision of content, and other Information to the site by Users. NONE OF FAL NOR ANY FAL REPRESENTATIVE IS RESPONSBILE FOR ANY CONTENT OR OTHER INFORMATION PROVIDED TO THE SERVICE, INCLUDING THE SITE, BY USERS AND /OR THIRD PARTIES, AND EACH HEREBY DISCLAIMS ALL LIABILITY THEREFOR. NONE OF FAL OR ANY FAL REPRESENTATIVE, GUARANTEES, REPRESENTS, WARRANTS OR UNDERTAKES THAT ANY INFORMATION PROVIDED BY AN USER, OR OTHER PERSON (INCLUDING, BUT NOT LIMITED TO ANY ADVERTISEMENTS OR PROMOTIONS), IS TRUE, CORRECT OR COMPLETE. YOU HEREBY UNCONDITIONALLY AND IRREVOCABLY AGREE TO RELEASE FAL AND/OR EACH FAL REPRESENTATIVE FROM AND AGAINST ANY AND ALL CLAIMS RELATING TO, OR ARISING FROM (I) THE PROVISION OR APPEARANCE OF ANY INFORMATION ON THE SITE; AND (II) THE TRUTH, COMPLETENESS OR CORRECTNESS OF ANY INFORMATION RELATING TO ANY USER OR OTHER PERSON.

  7. Links to other Web Sites. The site contains links to, or may place links to the site on other websites, including, but not limited to those of Providers, Attorneys, Advertisers and/or other community or networking sites. We are not responsible for the content, accuracy, content or opinions expressed in such websites, and such websites or the persons who own or manage them are not investigated, monitored or checked for accuracy, completeness or integrity by us. Inclusion of any link on our or another site does not imply approval or endorsement of the linked website by FAL. If you decide to leave our site and access these third-party sites (which may not be as secure as www.VirtualLawDirect.com), you do so at your own risk.

  8. Third Party Applications. In addition, the site provides links to, or includes functionality or applications which are operated or provided by third parties who are not affiliated with FAL. These third party functionality and applications are hosted on, or routed through third party servers over which FAL has no control. Caution should be exercised in using these third party functionality and applications as they may not maintain the same level of security, privacy or confidentiality that FAL does. In particular, but without limiting this, FAL outsources the provision of its video chat feature to www.tokbox.com (open.tok). www.tokbox.com does not maintain an encrypted feed for its video chat product, and accordingly there is the risk that the video chat feed accessed through www.VirtualLawDirect.com may be intercepted by open.tok or other third parties. Any use of the third party functionality or applications is entirely at your own risk.

  9. Copyright. FAL requires that its copyright and other intellectual property be respected. Likewise, it respects the intellectual property rights of its Users and expects its Users to do the same. In the event that you feel that copyright in any material that you Provide to the site has been infringed, you may report this either here or by reporting the User concerned through the mechanism provided on the site. Please express clearly the nature of your concern and the User against whom you are addressing it. In any event, neither FAL nor any FAL Representative is under any duty or obligation to follow up, pursue or enforce any such complaint or allegation.

 

E. Communications Between Users

  1. Risk in Sharing Information. The Service may provide methods to share Information, whether by sharing documents, images, Letter of Authenticity, emails, posting comments or otherwise. Each User is required to take care, and assumes the responsibility to ensure that the only the intended Information is being shared in each case with the intended recipient or is being publicised, and that any document or other Information Provided to the site and shared with other Users is clear of any content, metadata or other information that may exist in the document which the sharer or sender does not wish to disclose to recipient. EACH USER BEARS THE RISK OF ANY INADVERTENT SHARING OF INFORMATION, AND HEREBY UNCONDITIONALLY AND IRREVOCABLY AGREES TO RELEASE, INDEMNIFY AND HOLD FAL AND ALL FAL REPRESENTATIVES HARMLESS FROM ANY AND ALL CLAIMS ARISING THERE FROM OR RELATING THERETO. FAL AND EACH FAL REPRESENTATIVE HEREBY DISCLAIMS ALL LIABILITY AND/OR RESPONSIBILITY FOR ANY COMMUNICATIONS (INCLUDING, BUT NOT LIMITED TO, EMAILS, SHARING OF DOCUMENTS AND COMMUNICATIONS IN CASES AND CONSULTATION REQUESTS) MADE THROUGH THE SERVICE.

 

  1. User Privacy Obligations. Each User agrees, and undertakes to FAL not to use any Personal Information of any other User for any purpose other than strictly for using the Service consistent with the objectives, Purpose or mission of the Service or these Terms. In particular, but without limiting the foregoing, a User may not use the Personal Information of another User, without that User’s prior written consent for advertising, promotional or other commercial gain,. When dealing with third party providers to the Service, you acknowledge and agree that the terms of each provider's own privacy policy (and not the FAL Privacy Policy) applies to its treatment of any Personal Information which you provide to the provider, and that you agree to take care to ensure that you are fully apprised of how your Information may be used or shared by that provider before providing any Information to that Provider.

 

 

  1. General Information is Not Confidential. Subject to Sections E.2 to E.5 and the content of your submission of Works, details of Works contained in your Letters of Authenticity, and Information stamped into the blockchain,  any Information Provided to the Service is not confidential, and may be used or shared by other Users. Accordingly, Users are strongly advised against Providing any Information which is confidential or proprietary, which you wouldn't want any other person to use or share, or which will infringe the rights of any person by being Provided. NONE OF FAL NOR ANY FAL REPRESENTATIVE IS RESPONSBILE FOR THE MISUSE, APPROPRIATION OR MISAPPROPRIATION BY ANY OTHER PERSON OF ANY INFORMATION, IDEAS OR CONCEPTS PROVIDED TO THE SERVICE.

 

  1. Communicating & Dealing with Providers & Advertisers. The Service allows third-party Providers to offer services or products on FAL. In addition, FAL allows other third parties to advertise on the Site, which shall include banner and other advertisements. These Providers are not affiliated with FAL, and may include payment processing Providers who facilitate on-line payments through the Service. You understand that we do not operate or control the products or services offered by Providers. Providers are responsible for all aspects of order processing, fulfillment, billing and customer service. We are not a party to the transactions entered into between you and the Providers. You agree that use of such Providers’ services or products is AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY FAL, EXPRESS, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. All relationships entered into between Providers and Users are strictly between the Provider concerned and the relevant User, AND YOU AGREE AND ACCEPT THAT NONE OF FAL NOR ANY FAL REPRESENTATIVE ASSUMES ANY RESPONSIBILITY FOR THE ACTS OR OMISSIONS OF THE PROVIDERS, OR ANY USER IN DEALING WITH ANY PROVIDER, THE PERFORMANCE, QUALITY OF ANY PRODUCT OR SERVICE OFFERED OR SUPPLIED BY ANY PROVIDER, PAYMENT FOR ANY SUCH PRODUCT OR SERVICE, ANY OTHER ASPECT OF ANY AGREEMENT OR RELATIONSHIP OR PROSPECTIVE AGREEMENT OR RELATIONSHIP INVOLVING ANY PROVIDER AND THE USER OR ANY COMPLIANCE WITH ANY APPLICABLE LAWW RELATING TO THE PROVIDERS SERVICES OR PRODUCTS, AND YOU UNCONDITIONALLY AND IRREVOCABLY AGREE TO RELEASE, HOLD HARMLESS AND INDEMNIFY FAL AND ANY FAL REPRESENTATIVE FROM ANY AND ALL CLAIMS ARISING FROM, OR RELATING TO, ANY SUCH INTERACTION, COMMUNICATION RELATIONSHIP AND/OR AGREEMENT WHICH YOU HAVE, MAY HAVE OR HAVE HAD WITH ANY PROVIDER, ADVERTISER OR USER (AS THE CASE MAY BE).

 

F. General Disclaimer and Indemnities (in Addition to the Individual Disclaimers & Indemnities Elsewhere in These Terms)

  1. No Warranties & General Disclaimer. THE SERVICE (INCLUDING, BUT NOT LIMITED TO THE SITE, AND ANY AND ALL COMPONENTS THEREOF AND ANY SYSTEMS OR PLATFORMS ON WHICH ANY INFORMATION MAY BE STORED) ARE PROVIDED ON AN "AS-IS,""WHERE-IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSABLE UNDER APPLICABLE LAW, FAL AND ALL FAL REPRESENTATIVES DISCLAIM ANY ALL WARRANTIES, REPRESENTATIONS, OR PROMISES, WHETHER EXPRESS OR IMPLIED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, AS TO THE CONFORMITY OF THE SERVICE TO SPECIFICATION, DESCRIPTION OR ANY PROMOTIONAL MATERIAL, AS TO ITS COMPATIBILITY OR USEABILITY WITH ANY OPERATING OR OTHER SYSTEMS, APPLICATIONS, DEVICES OR EQUIPMENT, AS TO THE NON-EXISTENCE OF ANY LATENT OR PATENT DEFECTS OR OTHERWISE). THE INFORMATION AND/OR SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS, AND YOUR USE OF THE SERVICE, ANY INFORMATION THEREON, AND/OR YOUR PROVISION OF INFORMATION TO THE SERVICE IS ENTIRELY AT YOUR OWN RISK. IN ADDITION, NONE OF FAL NOR ANY FAL REPRESENTATIVE MAKES ANY WARRANTY, REPRESENTATION OR PROMISE THAT YOUR USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF ANY THIRD PARTY. DISCLAIMER OF IMPLIED WARRANTIES MAY NOT BE APPLICABLE TO YOU DEPENDING ON THE STATE OR COUNTRY IN WHICH YOU RESIDE.

 

  1. General Indemnity. YOU HEREBY AGREE TO RELEASE, DEFEND AND HOLD HARMLESS FAL AND EACH FAL REPRESENTATIVE FROM AND AGAINST ANY AND ALL CLAIMS RELATING TO, OR ARISING FROM: (I) ANY INFORMATION WHICH YOU PROVIDE TO THE SERVICE; (II) YOUR BREACH OF THESE TERMS (INCLUDING ANY PROVISION OF THE PRIVACY POLICY); (III) YOUR FAILURE TO COMPLY WITH ANY LAW, REGULATION OR COURT ORDER APPLICABLE OR IN ANY WAY RELEVANT TO YOUR USE OF THE SERVICE; AND (IV) ANY OF YOUR ACTS OR OMISSIONS IN USING THE SERVICE.

 

G. General Limitation of Liability (in Addition to the Individual Limitations Elsewhere in These Terms)

  1. General Limitations. A) IN NO EVENT SHALL ANY OF FAL OR ANY FAL REPRESENTATIVE BE LIABLE TO YOU (OR ANY OTHER PERSON) IN RELATION TO THESE TERMS, ANY USE OF THE SERVICE, DOWNLOAD OR PROVISION OF INFORMATION OR OTHERWISE IN RELATION TO, OR ARISING FROM THE SERVICE (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF RECOVERY) FOR ANY INIDRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGE OR DAMAGES OR FOR ANY LOSS OF PROFIT, DATA OR OTHER INFORMATION OR BUSINESS OPPORTUNITY LOSS, CORRUPTION OR INTERRUPTION. B) THE AGGREGATE, MAXIMUM LIABILITY OF FAL AND ANY FAL REPRESENTATIVE TO YOU IN RELATION TO THESE TERMS, ANY USE OF THE SERVICE, DOWNLOAD OR PROVISION OF INFORMATION OR OTHERWISE IN RELATION TO, OR ARISING FROM THE SERVICE (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF RECOVERY), WHETHER ARISING FROM, OR RELATING TO ANY CLAIM BROUGHT BY YOU, ANY THIRD PARTY OR OTHERWISE, SHALL IN ALL CIRCUMSTANCES, AND IN ANY EVENT NOT EXCEED THE SUM OF $100 (ONE HUNDRED US DOLLARS). IF YOU ARE IN ANY WAY DISSATISFIED WITH THE SERVICE, OR HAVE SUFFERED ANY LOSS OR DAMAGE AS A RESULT OF YOUR USE OF THE SERVICE, YOU MAY CLOSE YOUR ACCOUNT WITH FAL AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION I, BELOW. THESE CONSITUTE YOUR SOLE AND EXCLUSIVE REMEDIES, AND FAL'S AND ANY FAL REPRESENTATIVE'S SOLE AND EXCLSUIVE LIABILITY TO YOU IN RELATION TO THESE TERMS, ANY USE OF THE SERVICE, DOWNLOAD OR PROVISION OF INFORMATION OR OTHERWISE IN RELATION TO, OR ARISING FROM THE SERVICE. 

 

YOU HEREBY WAIVE, IN RELATION TO ALL LIMITATIONS OR RELEASES IN THESE TERMS, ALL RIGHTS CONFERRED ON YOU BY CALIFORNIA CIVIL CODE SECTION 1542 (OR SUCH OTHER SIMILAR PROVISIONS IN OTHER JURISDICTIONS) WHICH PROVIDES THAT "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLMENT WITH THE DEBTOR."

 

THE AFOREMENTIONED LIMITATIONS OF LIABILITY SET FORTH IN SECTIONS G.1(A) AND (B), ABOVE, FORM A FUNDAMENTAL PART OF THE BASIS OF THE BARGAIN HEREUNDER (AND THE SERVICE WOULD NOT BE PROVIDED IN THE ABSENCE OF SUCH LIMITATIONS), APPLY EVEN IF FAL HAS BEEN ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBLITY OF ANY SUCH DAMAGE OR LOSS, APPLY EVEN IF THE REMEDIES PROVIDED FAIL IN THEIR ESSENTIAL PURPOSE, AND APPLY WHETHER OR NOT ANY OTHER PROVISIONS OF THESE TERMS HAVE BEEN BREACHED OR HAVE BEEN DETERMINED TO BE INVALID, UNENFORCEABLE OR INEFFECTIVE.

 

THESE LIMITATIONS OF LIABILITY, EXCLUSIONS, WAIVERS AND RELEASES SHALL APPLY TO THE MAXIMUM EXTENT ALLOWED UNDER ANY NON-WAIVABLE PROVISION OF THE LAW APPLICABLE TO YOU DEPENDING ON THE STATE OR COUNTRY IN WHICH YOU RESIDE, AND YOU HEREBY UNCONDITIONALLY AND IRREVOCABLY AGREE TO WAIVE ANY SUCH RESTRCITION ON SUCH EXCLUSIONS, WAIVERS AND RELEASES TO THE EXTENT THAT THE RESTRICTIONS ARE CAPABLE OF WAIVER.

 

H. Remedies

  1. FAL Injunctive Relief. You acknowledge and agree that your breach or anticipatory breach of any of the provisions of these Terms, (including the Privacy Policy may cause immediate and irreparable harm to FAL for which FAL may not have an adequate remedy quantifiable in money or other damages. Accordingly, you further agree that FAL shall be entitled to obtain an injunction against you from a court of competent jurisdiction  in relation to your breach or anticipatory breach without the need to post a bond, and shall be entitled to recover its reasonable attorney, and court costs in doing so. This remedy is in addition to all other rights and remedies which FAL may be entitled to under these Terms (including the Privacy Policy), otherwise in contract, in law or in equity. All of FAL's rights and remedies are cumulative and are not limited simply to the rights or remedies expressly stated herein.

 

  1. No Right for You to Enjoin the Service. Other than with the consent in writing of a corporate officer of FAL, duly authorized for that purpose, you hereby unconditionally and irrevocably agree not to, and accept and agree that you do not, and shall not have any right (and to the extent you may have such right, you hereby unconditionally and irrevocably waive such right) to bring, or otherwise seek or obtain any relief involving or relating to the discontinuation, suspension, removal or termination of the Service (including the Site, or any other component  of the Service) or any promotional material or other content thereon or otherwise seek to restrain or enjoin the Service and/or its continued operation.

 

I. Termination

  1. Termination. You may terminate your User account with FAL at any time for any or no reason, by providing written notice to FAL in accordance with Section J, below, and immediately deactivating your account on the Site. FAL may suspend or terminate your account at any time with or without notice. On suspension or termination of your User account, you shall not have access to it, and on termination of your account, FAL may, within its discretion delete any or all of its content with or without providing you a copy of its content.

 

  1. Formal Notices to You. We may send written notices, formal process and other communications ("Notices") required under, or relating to these Terms (including the Privacy Policy) to the physical, email or fax address , telephone number or other address provided in your registration with FAL. In addition, if you update your profile information to reflect a new physical or email address or advise FAL in writing of a different address for this purpose, we may send Notices to that address, as well. YOU ALSO AGREE THAT FAL MAY ALSO USE THAT ADDRESS (OR AS UPDATED BY YOU) FOR SERVICE OF ANY FORMAL PROCESS ON YOU IN RELATION TO ANY BREACH BY YOU OF, OR OTHERWISE IN RELATION TO THESE TERMS, THE PRIVACY POLICY OR THE SERVICE. Any sending or service of any such Notice shall be effective, on delivery, in the case of personal delivery,  on the third business day following deposit of such Notice with the recognized overnight, same-day or international courier as the case may be, or on the sending of the email (supported by a complete string of that email showing no failure to send message included). Where Notice is being sent outside of the United States, the effective date shall be the fifth business day following such deposit.

 

  1. Routine Service Messages and Notifications. In addition to the above, you also agree that FAL may contact you at the email, fax, telephone or other address or contact information provided by you (or updated by you from time to time on the Site) for the purpose of notifying you of updates to the Service, including the Site, these Terms and the Privacy Policy,  or other routine messages, updates, promotions, advisories, help topics and the like. We may also post any such notifications on the Site or any of the Social Media Platforms.

  1. Notices to FAL . You may contact us here or at contact@thefineartledger.com. All notices to us must clearly specify the reason for the notice in the subject line of the email or contact form.

 

K. Miscellaneous Provisions

  1. Entire Agreement. These Terms, (including the Privacy Policy) comprise the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings, whether oral or written, with respect to the subject matter of these Terms and the Privacy Policy. These Terms and the Privacy Policy may be amended, modified, replaced at any time by us from time to time without specific notice to you. In registering with the Site, and/or using the Site, you acknowledge and agree that you have accepted and agree to these Terms and the Privacy Policy, and have not done so in reliance on any representation, warranty, covenant or undertaking other than those expressly set forth in these Terms and the Privacy Policy.

 

  1. Severability. If any term, condition or provision of these Terms or the Privacy Policy are held, or determined by any court of competent jurisdiction to be, for any reason, unenforceable, illegal, void or invalid, that term, condition or provision shall be modified so as to make it enforceable and effective to the extent possible to give effect to the original intention of that provision. The enforceability, illegality, voiding or invalidity of any term or provision of these Terms or the Privacy Policy shall have no bearing on the remaining terms of these Terms or the Privacy Policy, which shall continue to remain in full force and effect.

 

  1. Survival. The terms, conditions and provisions of these Terms and the Privacy Policy which are intended by their nature to remain in full force and effect following deactivation, suspension or termination of your use of the Services shall remain in full force and effect notwithstanding such termination, deactivation, suspension or termination. Without limiting the generality of the foregoing, these surviving terms shall include Sections F, G and, H, and all additional indemnities and/or releases given by you in these Terms and the Privacy Policy. Notwithstanding anything to the contrary in these Terms, all rights and obligations accrued to the time of deactivation, suspension or termination shall remain in full force and effect.

 

  1. Governing Law. These Terms and the Privacy Policy and generally your use of the Site, any Social Media Platform or any other aspect of the Service shall be governed and interpreted in all respects  accordance with the laws of the United States of America and the State of California, United States of America, without reference to their  internal conflicts of law rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

 

  1. Jurisdiction. Subject to Sections K.6 and K. 7, below, each of you and FAL submit to the jurisdiction of the state or federal courts of the State of California, United States of America in relation to any dispute, claim and/or controversy arising under, in terms of, or relating to these Terms or the Privacy Policy, any other practices or policies of FAL and/or otherwise in relation to the Site, or your use of the Site or any other aspects of the Service (whether such dispute is framed in contract, tort, or any  other theory of recovery) and you hereby agree and consent to those courts (and any arbitrator pursuant to Sections K.6 and K.7, below) exercising personal jurisdiction over you (whether or not you reside in, or have a presence in California or the United States of America). In addition, you also irrevocably and unconditionally hereby agree to waive any and all arguments, claims, defenses or positions regarding or relating to the above courts, or any forum of arbitration, pursuant to Section K.6, below, being an inconvenient or inappropriate forum, regardless of the merits of any such arguments, claims, defenses or positions. Nevertheless, FAL shall be entitled to pursue, and obtain any injunctive, interim or urgent relief against you in any competent court having jurisdiction over you anywhere in the world. YOU ALSO HEREBY UNCONDITIONALLY AND IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS ON YOU IN ANY SUCH DISPUTE (WHETHER BEFORE THE COURTS OR FOR ANY ARBITRATION PURSUANT TO SECTIONS K.6 AND K.7, BELOW AND WHETHER ON NOTICE, MOTION, OTHER APPLICATION, PETITION, SUMMONS OR OTHER PROCESS) WHETHER INSIDE OR OUTSIDE OF CALIFORNIA OR THE UNITED STATES OF AMERICA, IN ACCORDANCE WITH SECTION I.2, ABOVE, AND WAIVE ANY RIGHT OR PROCEDURE OTHERWISE ORDINARILY ENTAILED IN SERVING PROCESS OUTSIDE OF THE JURISDICTION OF THE COURT OR LOCATION OF THE ARBITRATION CONCERNED.

 

  1. ARBITRATION AND NO CLASS ACTIONS. FAL always encourages you to quickly raise any grievances with us so that we may work productively to resolve any disputes or potential disputes, NEVERTHELESS, IN THE EVENT THAT ANY DISPUTE REMAINS UNRESOLVED, YOU AND FAL AGREE THAT, SUBJECT TO SECTION K.7, BELOW, ANY AND ALL DISPUTES (AS DEFINED IN THAT SECTION), WHICH YOU HAVE WITH FAL, ANY FAL AFFILIATE OR ANY OF THEIR RESPECTIVE FAL REPRESENTATIVE, OR ANY AND ALL DISPUTES THAT FAL, ANY FAL AFFILIATE OR ANY OF THEIR RESPECTIVE FAL REPRESENTATIVES HAS WITH YOU WILL BE DECIDED BY FINAL AND BINDING INDIVIDUAL ARBITRATION, UNDER THE FEDERAL ARBITRATION ACT AND IN ACCORDANCE WITH THE PROCEDURE FOR CONDUCTING THE ARBITRATION SET FORTH IN SECTION K.7, BELOW (AND NOT BY A JUDGE OR JURY). BY AGREEING TO ARBITRATE DISPUTES (AS YOU AND FAL HEREBY DO), YOU AND IT AGREE TO GIVE UP THE RIGHT TO GO TO COURT AND TO HAVE A COURT RESOLVE THE DISPUTE, WITH THE EXCEPTION OF THE CERTAIN CIRCUMSTANCES MENTIONED AT THE END OF SECTION K.7, BELOW.

 

ARBITRATION SHALL BE BETWEEN FAL, ANY FAL REPRESENTATIVE AND YOU IN YOUR INDIVIDUAL CAPACITY, AND NOT AS PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDINGS NOR IN ANY CLASS ARBITRATION OR ARBITRATION WHERE A PERSON BRINGS A DISPUTE AS REPRESENTATIVE OF OTHER PERSON(S). EACH OF YOU AND US ACCEPT AND AGREE THAT NEITHER OF YOU OR US WILL BRING AGAINST THE OTHER, OR PARTICIPATE IN ANY CLASS ACTION OR CLASS ARBITRATIONS OR OTHER CLASS PROCEEDINGS IN RELATION TO ANY DISPUTE BETWEEN YOU AND US OR, ANY FAL AFFILAITE OR ANY OF THEIR RESPECTIVE REPRESENTATIVES, REGARDLESS OF WHETHER OR NOT THE DISPUTE IS BROUGHT BY OTHERS IN ADDITION TO YOU.

 

  1. Procedure for Conducting the Arbitration. ANY DISPUTE, CLAIM OR CONTROVERSY ARISING UNDER, IN TERMS OF, OR RELATING TO THESE TERMS,  (INCLUDING, BUT NOT LIMITED TO THE DETERMINATION OF THE VALIDITY, SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE AND/OR OF THESE TERMS IN GENERAL), THE PRIVACY POLICY, ANY OTHER PRACTICES OR POLICIES OF FAL, ITS AFFILAITES OR THEIR RESPECTIVE RESPRESENTATIVES AND/OR OTHERWISE IN RELATION TO THE SITE OR ANY OTHER ASPECT OF THE SERVICE, YOUR USE OF THE SERVICE OR THE SITE OR OTHERWISE AS TO THE RELATIONSHIP BETWEEN FAL, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES AND YOU(WHETHER SUCH DISPUTE IS FRAMED IN CONTRACT, TORT, OR OTHER THEORY OF RECOVERY) (TOGETHER, A "DISPUTE"), SHALL BE DETERMINED BY FINAL AND BINDING ARBITRATION IN LOS ANGELES, CALIFORNIA, UNITED STATES OF AMERICA BEFORE ONE ARBITRATOR. THE ARBITRATION SHALL BE ADMINISTERED BY JAMS, INC. PURSUANT TO ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES (OR, WHERE APPLICABLE, ITS INTERNATIONAL ARBITRATION RULES), SUBJECT TO JAMS CONSUMER MINIMUM STANDARDS. THE LANGUAGE TO BE USED IN THE ARBITRAL PROCEEDINGS WILL BE ENGLISH.  NOTWITHSTANDING SECTION  K.5, ABOVE, JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COMPETENT COURT HAVING JURISDICTION. NOTHING IN THESE TERMS, HOWEVER, SHALL PRECLUDE THE PARTIES FROM SEEKING PROVISIONAL OR URGENT REMEDIES OR INJUNCTIONS IN AID OF ARBITRATION, OR IN SITUATIONS GIVING RISE TO, OR THREATENING IRREPARABLE HARM, OR AS MAY BE NEEDED ON AN INTERIM BASIS FROM A COURT OF COMPETENT JURISDICTION.

 

  1. Assignment. You may not assign, delegate, cede or in any other way transfer any of your rights and/or obligations under these Terms  or the Privacy Policy without the prior written consent of a corporate officer of FAL duly authorized for that purpose. Any purported assignment, delegation, cession or transfer in violation of this Section K.8  shall be void. FAL may assign, delegate, cede or otherwise transfer its rights and/or obligations under these Terms or the Privacy Policy to any person in its absolute discretion, and without your consent or notice to you. This may include any such assignment, cession or the like in any sale or restructuring of any assets of FAL or otherwise.

 

  1. Third Party Rights. Except as stated in this Section K.9, no person, other than you and FAL is a party to these Terms or the Privacy Policy. Accordingly, no other person other than you or FAL (or a FAL Affiliate or their respective Representatives) may enforce or rely upon, the provisions of these Terms or the Privacy Policy.

 

  1. Costs and Expenses. In the event that any proceedings are instituted or commenced in relation to, or arising from these Terms or the Privacy Policy and/or your use of the Site or any other aspect of the Service (whether framed in contract, tort, or other theory of recovery), the successful party in those proceedings shall be entitled to recover from the non-successful party the successful party's reasonable attorneys fees and court costs. 'Attorney's fees' shall mean all reasonable legal or related costs incurred by the successful party, including, where applicable, actual fees on the 'attorney and own-client' scale, as reasonably billed by the successful party's counsel. ‘Any proceedings’ shall also include any interlocutory or interim proceedings.

 

  1. Non-Waiver. No failure or delay by FAL to enforce any term or provision of these Terms, or the Privacy Policy shall constitute a waiver by FAL of its right to enforce such term or provision. No waiver by FAL of any whole or part of any term or provision of these Terms, or the Privacy Policy shall constitute a waiver by FAL of any other part or any other term or provision. A Waiver by FAL shall only be effective if reduced to writing and signed by a corporate officer of FAL duly authorized for that purpose.

 

  1. Modification. You may not amend, vary, replace or modify these Terms or the Privacy Policy without the consent in writing, signed by a corporate officer of FAL duly authorized for that purpose. FAL MAY, AT ANY TIME, WITH OR WITHOUT NOTICE TO YOU, AMEND, VARY, MODIFY, REPLACE OR MODIFY THESE TERMS AND/OR  THE PRIVACY POLICY  IN ITS ABSOLUTE DISCRETION, AND MAY AT ANY TIME, IN THE EXERCISE OF SUCH DISCRETION, LIMIT, WITHDRAW, SUSPEND, REPLACE, TERMINATE, SUSPEND, END, MODIFY, VARY, CEASE UPDATING OR MAINTAINING THE SERVICE (INCLUDING THE SITE), REFUSE ACCESS TO, REFUSE TO REGISTER OR PROVIDE A REGISTRATION INVITATION, AND/OR CHANGE ANY FEATURES, ACCESS CRITERIA, VISUAL DISPLAY, AND/OR IMPLEMENT OR CHANGE PRICING STRUCTURES OR AMOUNTS CHARGED FOR ACCESS TO THE SERVICE OR ANY FEATURE OF IT, AND/OR REMOVE OR REPLACE ANY CONTENT ON THE SERVICE.

 

 

             © THE FINE ART LEDGER,  LLC.. V.01 JULY 2018.

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