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Terms of Service

Last Updated Date: May 1, 2024

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Automata Gallery, a wholly-owned subsidiary of Seed Web3 Pte. Ltd. (“Automata Gallery,” “we” or “our”) provides a service for viewing, selling and purchasing original works of art and commercially exploiting digital images of works of art through our website, accessible at automata.gallery (the “Site”) together with any services, software, tools, features or functionality made available by Automata Gallery (each, a “Service” and collectively, the “Services”). Please read carefully the following terms and conditions (“Terms”) and our Privacy Policy (the “Privacy Policy”). These Terms, the Privacy Policy, and any other policies linked to herein, govern your access to and use of the Services, and constitute a binding legal agreement between you and Automata Gallery.

Certain areas of the Services and your access to certain Services may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and the terms and conditions posted for a specific area of the Services or for access to specific Services, the latter terms and conditions shall take precedence with respect to your use of or access to that area of the Services.

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PLEASE READ THESE TERMS CAREFULLY. THESE TERMS INCLUDE AN AGREEMENT TO ARBITRATE, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY DISPUTE RELATED TO YOUR USE OF THE SERVICES TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEED IN COURT. IF YOU WANT TO OPT-OUT OF THE AGREEMENT TO ARBITRATE, YOU MAY DO SO PROVIDED YOU FOLLOW THE PROCEDURES SET FORTH BELOW IN THE SECTION ENTITLED “AGREEMENT TO ARBITRATE”. THE DISPUTE RESOLUTION SECTION ALSO INCLUDES A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY DISPUTE INDIVIDUALLY AND NOT AS PART OF A PROPOSED CLASS. THESE TERMS ALSO INCLUDE A WAIVER OF YOUR RIGHTS TO A TRIAL BY JURY IRRESPECTIVE OF WHETHER YOU AGREE TO ARBITRATE YOUR CLAIMS.

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SERVICES OR BY SELLING OR PURCHASING A WORK ON OR THROUGH THE SERVICES OR BY POSTING ANY CONTENT ON THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SERVICES. IF YOU DO NOT AGREE TO THESE TERMS AND THE PRIVACY POLICY, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES.

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If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

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Modifications to these Terms

Automata Gallery reserves the right, at its sole discretion, to modify, discontinue or terminate the Services or to modify these Terms, at any time and without prior notice. If we modify these Terms, we will post the modification on the Services. We will also update the “Last Updated Date”. By continuing to access or use the Services after we have posted a modification on the Services or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Services. We encourage you to check back regularly to review these Terms.

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Modifications to the Services

We reserve the right to change the URL, modify or discontinue, and restrict or block access to, the Services without notice to you. We may modify or remove any Original Works of Art (as defined below), Digital Works (as defined below), Automata Gallery Content (as defined below) or Member Content (as defined below) from the Services at any time without notice to you, including the removal of any works of art or content that we believe to be obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable.

Occasionally, there may be information on the Services that contains typographical errors, inaccuracies or omissions. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information if any such information on the Services is inaccurate at any time without prior notice. We undertake no obligation to update, amend or clarify information in the Services, except as required by applicable local, state, federal or international laws, regulations, or statutes. No specified update or refresh date applied to the Services should be taken to indicate that all information on the Services has been modified or updated.

 

Accounts

When you create an account with us, you must provide us with information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.

You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.

You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

 

Blockchain Interactions

Automata Gallery is not a wallet provider, exchange, broker, dealer, financial institution, payments processor, money services business, or creditor. Automata Gallery provides services for the artists in the NFT certificate issuance process, upon request of the Purchaser, in order to prove the authenticity of the Digital Works using public blockchains.

We do not have custody or control over the blockchains you are interacting with. To use our Service, you must use a third-party wallet which allows you to engage in transactions on blockchains.

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Seller Terms and Conditions

Listing Works on the Services

As a Member, you may submit listings for digital images of works of art (“Digital Works”) that you have created and that you desire to commercially exploit through the Services. You may not submit listings for Digital Works that were created by another artist. In order for your listings to be accepted, you must provide Automata Gallery with all the information requested by Automata Gallery and you must comply with any other Automata Gallery requirements as identified to you. Without limiting the generality of the foregoing, if you submit listings for sale you may be required to verify your identity by separately providing Automata Gallery with a copy of a government-issued ID, tax identification, GST ID, or similar documentation and information. Automata Gallery reserves the right to edit any listings to ensure that they comply with these guidelines. You acknowledge that your listings may not be immediately searchable by keyword or category for several hours (or up to 24 hours or more in some circumstances). The placement of your listings in search and browse results may be based on factors that include without limitation title, keywords and price.

You acknowledge that Automata Gallery reserves the right to promote and market Digital Works through the use of sales and/or discounts. The sale or discount amount will apply to the listing price to the Digital Works. You always retain the right to remove a listing for a Digital Work from the Services - please see below for instructions.

If you want to remove a listing for a Digital Work from the Services you must write an email to team@automata.gallery .

 

Responsibility for Works

You acknowledge and agree that you are solely responsible for all Digital Works that you make available through the Services. Accordingly, you represent and warrant that: (i) as to Digital Works that you make available through the Services, you are either the sole and exclusive owner of all such Digital Works or you have all rights, licenses, consents and releases that are necessary to grant to Automata Gallery the rights in such Digital Works as contemplated under these Terms; (ii) the Digital Works listed on Automata Gallery shall be of the same price, or lower across all other online and offline platforms; and (iii) no Digital Works that you make available through the Services nor Automata Gallery’s use and exploitation thereof as contemplated under these Terms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, intellectual property rights or other third party rights, or result in the violation of any applicable law or regulation.

 

Online Sales

If you submit listings for Digital Works, you are selling such Digital Works through the Services and on third party websites and sales channels (collectively “Online Sales”) and you hereby grant Automata Gallery a worldwide, transferable, nonexclusive, right and license, with a right to sublicense, to: (i) use, reproduce, distribute, publicly perform and publicly display copies of the Original Work of Art sales via the Sales Channels; and (ii) access, view, use, crop, resize, copy, distribute, license, publicly display, publicly perform, transmit and broadcast copies of the Original Work of Art in any form, medium or technology now known or later developed for the purpose of promoting Automata Gallery, the Services. You acknowledge and agree that the foregoing license rights are granted on a royalty-free basis and that your sole compensation for the grant of such license rights, if any, will be in the form of the Artist Revenue Share (defined below), which is payable only upon the sale of an Original Work of Art via the Online Sales channel.

If you submit listings for Digital Works, you will permit Members and other third parties to purchase fine art reproductions of the Digital Works. The Purchaser will be granted a private use license by you.

If you submit listings for Digital Works, you hereby grant Automata Gallery a worldwide, transferable, nonexclusive, right and license, with a right to sublicense, to: (i) use, modify (as appropriate in connection with the print-on-demand services and shipping of Printed Works), reproduce, distribute, publicly perform and publicly display the Digital Works to Members and other third parties via Online Sales and through other offline channels (“Offline Sales”); and (ii) access, view, use, crop, resize, copy, distribute, license, publicly display, publicly perform, transmit and broadcast copies of the Digital Works in any form, medium or technology now known or later developed, for the purpose of promoting Automata Gallery and the Services. You acknowledge and agree that the foregoing license rights are granted on a royalty-free basis and that your sole compensation for the grant of such license rights, if any, will be in the form of the Artist Revenue Share (defined below), which is payable only upon the sale of a Digital work via Online Sales channels and Offline Sales channels. Automata Gallery may appoint one or more third party subcontractors, who may exercise the license rights above for the purpose of enabling Automata Gallery to process and fulfill orders for Printed Works.

If you remove a listing for a Digital Work from the Services, the license rights granted by you to Automata Gallery with respect to such Digital Work will terminate as of the date the listing is removed, except that such license rights will survive and remain in effect for as long as necessary for Automata Gallery to fulfill all past transactions and any in-progress order. addition, you acknowledge and agree that the license rights granted by you to Automata Gallery with respect to using such Digital Work to promote Automata Gallery, the Services will remain in full force and effect for only as long as necessary for Automata Gallery to fulfill any current obligations that require using the Digital Work for such promotional purposes.

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Purchaser Terms and Conditions

As a Member of the platform, you have the opportunity to purchase Digital Works listed by other Members on the Services. The prices for Digital Works are clearly specified on the respective listing pages.

You acknowledge that the prices listed do not include applicable Taxes (defined below), such as GST, if applicable, for which you are responsible. These taxes will be separately identified on your receipt.

Upon purchasing Digital Works through the Services, Automata Gallery, along with its third-party service providers, will securely collect your billing information. Your payment will then be processed, and upon completion, you will gain access to download the Digital Works from the corresponding listing page.

In regards to the associated NFT certificate, it can be redeemed at any time after purchase, upon request from the Purchaser.

Each purchase entitles the Purchaser to a lifetime private use license for the acquired Digital Work.

 

Terms for both Sellers and Purchasers

Transaction Restrictions

If you are a Member and have submitted a listing for a Digital Work and have been contacted through the Services by another Member with respect to purchasing either of the foregoing, or a similar work or custom piece related to a listed work of art, you may not sell such Digital Work to such Member independent of Automata Gallery and the Services. Similarly, if you are a Member and desire to purchase a Digital Work for which another Member has submitted a listing, or a similar work or custom piece related to a listed work of art, you may not purchase such Digital Work from such Member independent of the Automata Gallery and the Services. Violation of this provision may result in the termination of your Member account as an artist or buyer, in addition to any other remedies available to Automata Gallery including, without limitation, injunctive or other appropriate relief.

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Taxes

All prices, commissions, fees and other amounts referred to in these Terms, including any prices, commissions and fees set forth on the Services, are stated in Singapore dollars and do not include any sales, use, goods and services (“GST”) or similar taxes or withholding taxes or any customs, duties or tariffs that may be assessed by any governmental tax authority or that are otherwise payable under applicable law with respect to the purchase, sale and licensing transactions contemplated hereunder (collectively, “Taxes”). If you are a seller of Digital Works, you acknowledge that Automata Gallery remain the rights to withhold the Taxes required to be withheld from the payments Automata Gallery makes to you.

If you are a purchaser of Digital Works, you acknowledge that Taxes including GST will be added to the amounts charged, when required or when allowed to do so. Each party will be responsible for complying with any and all obligations imposed on it under applicable law with respect to the collection and payment of any Taxes including GST. Each party will cooperate with the other party, and furnish the other party with any customary written documentation or forms required under applicable law to enable the other party to comply with such obligations or to exercise any rights available under applicable law to minimize or to qualify for an exemption from any such obligations.

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Color

You understand and agree that Automata Gallery uses commercially reasonable efforts to display the colors of Original Works of Art, Digital Works and Printed Works accurately via the Services. However, because individual computer monitors may display colors differently, Automata Gallery is not responsible for the color accuracy of any Original Works of Art, Digital Works or Printed Works displayed on the Services, and disclaims all liability in this regard.

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Member Content

In addition to submitting listings Digital Works, Automata Gallery may, in its sole discretion, designate areas of the Services in which Members can post, upload, publish or submit text, graphics, audio, video, images of works of art or other content on or to the Services (individually or collectively, “Member Content”). “Member Content” excludes any images of Original Works of Art or Digital Works for which a Member submits a listing, as described under “Seller Terms and Conditions” above. Automata Gallery does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that a Member may have to use and exploit any such Member Content. By making available any Member Content on or through the Services, (i) you grant Automata Gallery a worldwide, nonexclusive, transferable, royalty-free, commission-free license to crop, resize, publicly display, publicly perform, distribute, broadcast and transmit such Member Content on or through the Services in any form, medium or technology now known or later developed, for the purpose of promoting Automata Gallery, the Services, and (ii) you grant directly to other Members the right and license to view your Member Content on or through the Services only in connection with such Member’s authorized use of the Services. You reserve all other rights and licenses in and to any Member Content that you make available on or through the Services.

You acknowledge and agree that you are solely responsible for any Member Content that you make available on or through the Services. You represent and warrant that: (i) you are the sole and exclusive owner of all Member Content that you make available on or through the Services or that you have all rights, licenses, consents and releases that are necessary to make available such Member Content and to grant all rights and licenses in such Member Content as granted under these Terms; and (ii) neither the Member Content nor your making available any Member Content on the Services nor any use of any Member Content as permitted under these Terms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

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Automata Gallery Content

Automata Gallery may also make available through the Services text, graphics, audio, video and images of works of art (collectively, “Automata Gallery Content”), some of which is owned by Automata Gallery (“Automata Gallery-owned Content”), and some of which is made available under license by a third party (“Automata Gallery-licensed Content”). Automata Gallery authorizes you to download, view and print Automata Gallery-owned Content solely for your personal use in visiting the Services and, if you are a Member, in connection with exercising the rights granted to Members under these Terms. For Automata Gallery-licensed Content, the scope of your rights thereto will be solely as set forth in the applicable license agreement that governs the use of such content, as identified on the Services where such content appears. Nothing in these Terms is intended to modify, restrict or limit the scope of your rights as to such Automata Gallery-licensed Content. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Automata Gallery or its licensors, except for the licenses and rights expressly granted in these Terms.

 

General Prohibitions

You agree not to do any of the following:

  • Post, upload, publish, submit or transmit any text, graphics, images, software, music, audio, video, information or other material that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, intellectual property rights or other third party rights; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; (vii) harms minors in any way; or (viii) promotes illegal or harmful activities, products or substances.

  • Use, display, mirror or frame the Services, or any individual element within the Services, Automata Gallery’s name, any Automata Gallery trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Automata Gallery’s express written consent;

  • Access, tamper with, or use non-public areas of the Services, Automata Gallery’s computer systems or network, or the technical delivery systems of Automata Gallery’s providers;

  • Attempt to probe, scan or test the vulnerability of any Automata Gallery system or network or breach any security or authentication measures;

  • Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Automata Gallery or any of Automata Gallery’s providers or any other third party (including another user) to protect Services, Automata Gallery Content or Member Content;

  • Attempt to access or search Services, Automata Gallery Content or Member Content or download Automata Gallery Content or Member Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Automata Gallery or other generally available third party web browsers;

  • Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

  • Use any meta tags or other hidden text or metadata utilizing a Automata Gallery trademark, logo URL or product name without Automata Gallery’s express written consent;

  • Use Services, Automata Gallery Content or Member Content for any commercial purpose or the benefit of any third party in any manner not otherwise permitted by these Terms;

  • Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use Services, Automata Gallery Content or Member Content to send altered, deceptive or false source-identifying information;

  • Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services, Automata Gallery Content or Member Content;

  • Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

  • Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;

  • Impersonate or misrepresent your affiliation with any person or entity;

  • Violate any applicable law or regulation; or

  • Encourage or enable any other individual to do any of the foregoing.

 

Automata Gallery will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Automata Gallery may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Automata Gallery has no obligation to monitor your access to or use of the Services or to remove any Member Content, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Automata Gallery reserves the right, at any time and without prior notice, to remove or disable access to any Member Content, listings for Digital Works, Automata Gallery Content or any other text, graphics, images, software, music, audio, video, information or other content or material that Automata Gallery, at its sole discretion, considers to be objectionable, in violation of these Terms or otherwise harmful to the Services.

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ADDITIONAL TERMS AND CONDITIONS

Sweepstakes and Contests

Automata Gallery may operate sweepstakes, contests and similar promotions (collectively, “Promotions”) through the Services. You should carefully review the rules (e.g., the “Official Rules”) of each Promotion in which you participate through the Services, as they may contain additional important information about Automata Gallery’s rights to and ownership of the submissions you make as part of the Promotions and as a result of your participation in such Promotions. To the extent that the terms and conditions of any Official Rules conflict with these Terms, the terms and conditions of the Official Rules will control.

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Automata Gallery’s Intellectual Property

The Services and Automata Gallery Content are protected by copyright, trademark and other laws of Singapore and foreign countries. Except as expressly provided in these Terms, Automata Gallery and its licensors exclusively own all right, title and interest in and to the Services and Automata Gallery Content, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Automata Gallery Content.

 

Copyright Policy

Automata Gallery respects copyright law and expects its users to do the same. It is Automata Gallery’s policy to terminate in appropriate circumstances of Members or other Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.

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Links

The Services may contain links to third-party websites or resources. You acknowledge and agree that Automata Gallery is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Automata Gallery of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

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Termination and Account Cancellation

If you breach any of these Terms, Automata Gallery will have the right to suspend or disable your Account or terminate these Terms, at its sole discretion and without prior notice to you. Automata Gallery reserves the right to revoke your access to and use of the Services, Automata Gallery Content and Member Content at any time, with or without cause. In the event Automata Gallery terminates these Terms for your breach, you will remain liable for any amounts due hereunder. You may cancel your Account at any time by sending an email to team@automata.gallery

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Fees

Automata Gallery reserves the right at any time to charge fees for access to the Services, or any portion thereof. However, in no event will you be charged for access to the Services unless we obtain your prior agreement to pay such charges. You may cancel your Account at any time. You agree to pay all charges that may be incurred by you or on your behalf through the Services, at the price(s) in effect when such charges are incurred. In addition, you remain responsible for any and all Taxes including GST that may be applicable to your purchase(s), and you agree that such Taxes including GST, if any, are not our responsibility.

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Payments

If you wish to purchase a Digital Work, or any other product or service via the Services, you may be asked by us or our designee to supply certain information relevant to your purchase, including, without limitation, credit card number, expiration date, billing address, GST ID, and shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT MEANS USED BY YOU OR THROUGH YOUR ACCOUNT FOR ANY SUCH PURCHASE. You acknowledge that any such information will be treated by us in accordance with our Privacy Policy. You grant us the right to provide such information to third parties in order to facilitate the completion of transactions initiated by you or on your behalf through the Services. Verification of information may be required prior to acceptance of any order through the Services.

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Changes

We reserve the right, with or without prior notice, to: change descriptions or references to artworks, products, subscriptions, software or services; limit the available quantity of any artworks, products, subscriptions, software, or services; honor, or refuse to honor, any coupon, coupon code, promotional code or other similar promotions; and/or refuse to provide any user of the Services with any products, subscriptions, software or services. We may modify any points, rewards, or the terms that govern their usage, at our sole discretion, and such modifications may make the points or rewards more or less common, valuable, effective, or functional.

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Disclaimers

THE SERVICES, AUTOMATA GALLERY CONTENT AND MEMBER CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, AUTOMATA GALLERY EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. AUTOMATA GALLERY MAKES NO WARRANTY THAT THE SITE, SERVICES, AUTOMATA GALLERY CONTENT OR MEMEBR CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. AUTOMATA GALLERY MAKES NO WARRANTY REGARDING THE QUALITY OF ANY WORKS, SERVICES, CONTENT OR PRODUCTS PURCHASED OR OBTAINED THROUGH THE SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SITE OR SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM AUTOMATA GALLERY OR THROUGH THE SITE OR SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. NO ACTION SHOULD BE TAKEN OR PURCHASE MADE BASED UPON ANY OF THE INFORMATION CONTAINED IN THE SERVICES. YOU SHOULD SEEK INDEPENDENT ADVICE FROM A PROFESSIONAL AND/OR A PERSON WHO IS KNOWLEDGEABLE IN THE APPLICABLE AREA BEFORE ACTING UPON ANY OPINION, ADVICE, OR INFORMATION CONTAINED IN THE SERVICES.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER MEMBERS OR USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES. YOU UNDERSTAND THAT, EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, AUTOMATA GALLERY DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF MEMBERS OR OTHER USERS OF THE SERVICES, NOR DOES AUTOMATA GALLERY MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF ANY MEMBERS OR USERS OF THE SERVICES. AUTOMATA GALLERY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER MEMBERS OR USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.

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Indemnity

You agree to defend, indemnify, and hold Automata Gallery, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Services, Automata Gallery Content or Member Content, or your violation of these Terms.

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Limitation of Liability

You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Services, Automata Gallery Content and Member Content remains with you. Neither Automata Gallery nor any other party involved in creating, producing, or delivering the Services, Automata Gallery Content or Member Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with these Terms or from the use of or inability to use the Services, Automata Gallery Content or Member Content, or from any communications, interactions or meetings with other Members or users of the Services or other persons with whom you communicate or interact as a result of your use of the Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Automata Gallery has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.

In no event will Automata Gallery’s aggregate liability arising out of or in connection with these Terms or from the use of or inability to use the Services, Automata Gallery Content or Member Content exceed: (i) if you are a Member who has sold Original Works of Art or has licensed Digital Works and has received any Artist Revenue Share from Automata Gallery from the sale of Printed Works, the total payments made or credited to you by Automata Gallery for the sale of your Original Works of Art and/or from the sale of Printed Works based on your licensed Digital Works during the three (3) month period preceding the date a claim for liability arises under these Terms; and (ii) if you are a Member who has purchased Original Works of Art or Printed Works, the total payments that you made to Automata Gallery for the Original Works of Art and/or Printed Works that are the subject of a claim. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Automata Gallery and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.

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Proprietary Rights Notices

All trademarks, service marks, logos, trade names and any other proprietary designations of Automata Gallery used herein are trademarks or registered trademarks of Automata Gallery or its licensors. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

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RESOLUTION OF DISPUTES

Governing Law and Jurisdiction

These Terms will be governed by the laws of Singapore, without regard to conflict of law provisions. You and we expressly agree that any claim or dispute must be resolved exclusively by a state or federal court or arbitration located in Singapore.

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Informal Resolution

It is our goal that the Services meet your expectations and provide excellent service. However, there may be instances when you feel that we have made a mistake or left you disappointed in some way. In those instances, we are committed to working with you to reach a reasonable resolution that satisfies you; however, we can only do this if we know about and understand your concern. Therefore, for any problem or dispute that you may have with us, you acknowledge and agree that you will, as an initial matter, email us at team@automata.gallery to describe to us the nature of your complaint or dissatisfaction. This should lead to resolution, but if for some reason your problem or dispute is not resolved satisfactorily within sixty (60) days after our receipt of your written description of it, you agree to the further dispute resolution provisions below. To the extent permitted by applicable law, the informal resolution process described in this paragraph is a precondition to pursuing any other process, so please do not forget to contact us first.

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Mutual Agreement to Arbitrate

PLEASE READ THIS AGREEMENT TO ARBITRATE CAREFULLY TO UNDERSTAND YOUR RIGHTS. BY ELECTING ARBITRATION, YOU AND WE AGREE TO ARBITRATE ANY CLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, UNLESS YOU OPT-OUT. YOU AND WE AGREE THAT ALL SUCH CLAIMS WILL BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT AS A PROPOSED CLASS ACTION. WHETHER OR NOT YOU OPT-OUT, HOWEVER, YOU ARE GIVING UP A RIGHT TO A TRIAL BY JURY. YOU AND WE UNDERSTAND THAT DISCOVERY AND APPEAL RIGHTS ARE MORE LIMITED IN ARBITRATION.

The arbitrator, and not any federal, state, local, or other court or agency, WILL have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of THESE TERMS AND this Agreement to arbitrate, including but not limited to, any claim that all or any part of THESE TERMS OR this Agreement to Arbitrate is void or voidable.

You and we agree that, except as expressly set forth below, the sole and exclusive forum and remedy for any and all disputes and claims that cannot be resolved informally and that relate in any way to or arise out of your use of the Services and these Terms or to any products or services sold or distributed through the Services, will be final and binding arbitration, except to the extent that either party has, in any manner, infringed upon or violated, or threatened to infringe upon or violate, the rights of either party or any third party’s patent, copyright, trademark, trade secret, privacy or publicity rights or is seeking to vindicate public rights, in which case both sides acknowledge that arbitration is not an adequate remedy and that injunctive or other appropriate relief may be sought by either party and/or the applicable third party(ies) on an individual basis in a court located in Singapore. You and we acknowledge that this Agreement to Arbitrate affects interstate commerce and that the Singapore International Arbitration Act (SIAA) and Singapore arbitration law apply to arbitrations under this Agreement to Arbitrate (despite any other choice of law provision). As a limited exception to this mutual Agreement to Arbitrate, you and we agree that either party may take claims to small claims court, if the claims qualify for hearing by such court.

To initiate an arbitration proceeding, you must send a letter requesting arbitration and outlining your claim to our registered agent.

For users in Singapore, the arbitration will be conducted by the Singapore International Arbitration Centre (SIAC) in accordance with its rules, including any applicable expedited procedures. The SIAC's rules are available at siac.org.sg or by contacting the SIAC directly. Payment of all filing, administration, and arbitrator fees will be governed by the SIAC's rules.

For users outside of Singapore, any dispute or claim arising out of or relating to these Terms, or the breach thereof, will be resolved by arbitration administered by the International Centre for Dispute Resolution (ICDR) in accordance with its International Expedited Procedures ("ICDR Expedited Procedures"). The arbitration will be adjudicated by a single arbitrator appointed in accordance with the ICDR Expedited Procedures.

 

Means and Fees

In the interest of efficiency and fairness, you and we agree that the arbitration proceeding will be based solely on written submissions, unless the arbitrator deems an oral hearing strictly necessary. Should the arbitrator deem an oral hearing to be necessary, such hearing will be conducted via telephone or other electronic or technical means, or if that’s not possible, in person in the jurisdiction where you reside or at another mutually agreed upon location. The language of the arbitration will be English. The arbitrator’s award will be final and binding, and judgment may be entered upon it by any court having jurisdiction thereof. Each party will have the right to use legal counsel in connection with arbitration at its own expense. We are not responsible for reimbursing you for costs incurred by you for legal counsel, travel or other out-of-pocket costs or expenses. We will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.

Right to Opt-Out

YOU HAVE A RIGHT TO OPT-OUT OF THIS AGREEMENT TO ARBITRATE by sending an email to team@automata.gallery. Such opt-out must be given within the earlier of thirty (30) days of approving your first purchase of products on the Services or your first upload of artwork to the Services or if we make any changes to this Agreement to Arbitrate which alter your rights, within thirty (30) days after the effective date of such revision to this Agreement to Arbitrate. Any opt-out received after such deadline will be ineffective and this Agreement to Arbitrate will remain in full force and effect, except as expressly provided above. If you opt-out of this Agreement to Arbitrate, we also will not be bound by the terms of this Agreement to Arbitrate.

Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION OR OTHER CLAIM UNDER THESE TERMS WILL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICES, AND NO CLASS, COLLECTIVE, AND/OR REPRESENTATIVE ARBITRATION PROCEEDINGS WILL BE PERMITTED. In the event that this CLASS ACTION WAIVER is deemed unenforceable with respect to any particular claim otherwise subject to arbitration, then that claim will not proceed in arbitration but rather will be resolved in a court of competent jurisdiction. If that occurs, however, this Agreement to Arbitrate and this Class Action Waiver still will be fully enforceable as to all other claims, which must be resolved in arbitration on an individual basis.

Waiver of Trial by Judge or Jury

YOU AND WE AGREE AND UNDERSTAND THAT BY USING ARBITRATION TO RESOLVE DISPUTES YOU AND WE ARE GIVING UP ANY RIGHT THAT YOU OR WE MAY HAVE TO A JUDGE OR JURY TRIAL WITH REGARD TO ALL CLAIMS SUBJECT TO THIS AGREEMENT TO ARBITRATE. YOU AND WE FURTHER AGREE THAT ANY CLAIM HEARD IN A COURT OF COMPETENT JURISDICTION WILL BE HEARD BY A JUDGE INSTEAD OF A JURY, EXCEPT WHERE A JURY TRIAL WAIVER IS NOT PERMISSIBLE UNDER APPLICABLE LAW.

Limitation of Actions

You and we agree that regardless of any statute or law to the contrary, any claim of cause of action arising from or relating to use of the Services, or these Terms must be filed within three (3) months after such claim or cause of action arose, or will be forever barred.

Users from Other Jurisdictions

The Services are controlled and operated by Automata Gallery from Singapore. We do not represent or warrant that the Services, or any part thereof, are appropriate or available for use in any particular jurisdiction. Those who choose to access the Services, do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations. We may limit the availability of the Services, in whole or in part, to any person, geographic area or jurisdiction that we choose, at any time and in our sole discretion.

Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between Automata Gallery and you regarding the Services and these Terms supersede and replace any and all prior oral or written understandings or agreements between Automata Gallery and you regarding the Services.

Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Automata Gallery’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Automata Gallery may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices

Any notices or other communications permitted to required hereunder, including those regarding modifications to these Terms, will be in writing and given: (i) by Automata Gallery via email (in each case to the address that you provide) or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

General

The failure of Automata Gallery to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Automata Gallery. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

Contacting Automata Gallery

If you have any questions about these Terms, please contact Automata Gallery at team@automata.gallery

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