TERMS OF USE

Services and Terms of Use Agreement

The services offered by artCloud Inc. on the artCloud.com website (“artCloud,” “the artCloud website,”  “the website” or “we”) include the artCloud.com website (the “artCloud website”) and all features, content, or applications offered from time to time by artCloud.com in connection with the artCloud website (the “artCloud Services”). The artCloud Services are hosted in the U.S.

This Terms of Use Agreement (“Agreement”) establishes the terms that are legally binding for your use of artCloud. If you use the website, you agree to adhere to this Agreement, either as a visitor or a member. We refer here to a Visitor or a Member of the website as a “User.” You are only authorized to use artCloud (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement. Please read this Agreement carefully. If you do not agree with the terms stated in the Agreement, you should leave the website and stop using artCloud. If you want to become a Member of the artCloud website, you have to indicate your acceptance of the Agreement when you register.

artCloud’s Terms of Use describes acceptable use of the artCloud Services, the content posted on the website, your rights, obligations, and restrictions in using the artCloud Services and artCloud’s Privacy Policy.

From time to time, artCloud may modify this Agreement, and these modifications become effective when posted by artCloud.com on the artCloud website. In using the website, you are agreeing to be bound to any changes to this Agreement once the modifications are posted by artCloud on the artCloud website. Please be sure to review this Agreement on a regular basis so that you are aware of any modifications to the Agreement.

artCloud Content

The content on artCloud, except all User Content (see below), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (“Content") and the trademarks, service marks, and logos contained therein (“Marks”), are owned by or licensed to artCloud, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. This content on the website is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. artCloud reserves all rights not expressly granted in and to the website and this content. You agree to not engage in the use, copying, or distribution of any of this content other than expressly permitted herein, including any use, copying, or distribution of User Content of third parties obtained through the artCloud website for any commercial purposes. If you download or print a copy of this ontent for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the artCloud website or features that prevent or restrict use or copying of any of this content or enforce limitations on use of the artCloud website or this content therein.

User Content

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. artCloud does not claim any ownership rights in the Content that you post to the artCloud website. This means that you, and not artCloud, are entirely responsible for all Content that you upload, post, transmit or otherwise make available via the artCloud website. You represent and warrant that you own the Content posted by you on or through artCloud or otherwise have the right to grant the license set forth in this section, and that the posting of your Content on or through artCloud does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content posted by you to or through artCloud. We do not control the Content posted via the artCloud website and therefore we do not guarantee the accuracy, integrity or quality of Content on the website. You understand that by using the artCloud website, you may be exposed to Content that you may find offensive, indecent or objectionable. artCloud cannot be held liable in any way for any User Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted or otherwise made available via artCloud.

User Conduct

You agree that you will not upload, post, transmit or otherwise make available any Content via the artCloud website that is unlawful, defamatory, hateful, ethnically or racially offensive, obscene, lewd, libelous, harassing, abusive, threatening, or incites activity that could be considered criminal or tortious, violates the rights of others or violates any law.

You agree that you will not upload, post, transmit or otherwise make available any Content via the artCloud website that infringes any copyright or other proprietary rights, trademark or trade secret of any party; nor will you use the artCloud website for the transmission of any unauthorized or unsolicited advertising, spam, junk mail, chain letters or any other form of solicitation, with the exception of solicitations contractually arranged with artCloud and its partners in the “Services” area of the artCloud website.

You agree that you will not use the artCloud website to upload, post, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

You agree that you will not use the artCloud website to impersonate an artCloud member or any other person or entity; nor will you provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act.

You agree that you will not interfere with or disrupt artCloud.com, its servers or networks connected to artCloud.com, or violate any requirements, procedures, policies or regulations of networks connected to the Service.

You acknowledge that artCloud reserves the right to reject, refuse to post or remove any posting (including private messages) by you, or to restrict, suspend, or terminate your access to all or any part of the artCloud website at any time, for any or no reason, with or without prior notice, and without liability.  artCloud also reserves the right  to remove your profile and/or restrict, suspend, or terminate your access to any part of the artCloud website if we determine at our own discretion that you pose a threat to artCloud and/or its Users.

You acknowledge, agree, and give permission to artCloud that we may access, preserve, and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the artCloud Terms of Use; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of artCloud, its Users, and the public.

Contributions to artCloud

By submitting ideas, suggestions, documents, and/or proposals (“Contributions”) to artCloud through its Contact Us section or by any other means, you acknowledge and agree that your Contributions do not contain confidential or proprietary information; artCloud is not under any obligation of confidentiality, express or implied, with respect to the Contributions; artCloud is entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; artCloud may already be considering or developing similar things to Contributions; your Contributions automatically become the property of artCloud without any obligation of artCloud to you; and you are not entitled to any compensation or reimbursement of any kind from artCloud for Contributions under any circumstances.

Indemnity

You agree to indemnify and hold artCloud and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Content you submit, post, transmit or otherwise make available through the artCloud website, your use of the website, your connection to the website, your violation of the Terms of Use, or your violation of any rights of another.

User Disputes

You are solely responsible for your interactions with other artCloud Users. artCloud reserves the right to monitor disputes between you and other Members, but we are not under obligation to do so.

Warranties

YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE ARTCLOUD WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, ARTCLOUD, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE OF IT. ARTCLOUD DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF ITS SITE'S CONTENT OR THE CONTENT OF ANY SITES HYPERLINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I)INACCURACIES OF CONTENT, MISTAKEN OR INTENDED (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE ARTCLOUD WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) 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 CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE ARTCLOUD WEBSITE. ARTCLOUD DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE ARTCLOUD WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING. ARTCLOULD WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

Limitation of Liability

REGARDLESS OF CIRCUMSTANCES ARTCLOUD WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, COMPENSATORY,  INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS AND/OR LOST BUSINESS OPPORTUNITIES, THAT RESULT FROM YOUR USE OF THE ARTCLOUD WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND EVEN IF ARTCLOUD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU ACKNOWLEDGE THAT ARTCLOUD SHALL NOT BE LIABLE FOR USER CONTENT OR THE DEFAMATORY, OBJECTIONABLE OR ILLEGAL CONDUCT OF ANY THIRD PARTYAND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

Assignment

These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by artCloud without restriction.

Acceptance of Agreement

You acknowledge and accept to the terms set out in this Terms of Use for use of the artCloud website.  This Agreement constitutes the entire agreement between you and artCloud in terms of use of the artCloud website. If we fail to enforce or exercise any right or provision of this Agreement is not a waiver of any right or provision in the Agreement. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. You and artCloud agree that any cause of action resulting from or related to the artCloud website must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.