(Last Modified: June 25th, 2024)
These Terms of Service (“Terms”) is a binding contract between the individual, entity, or company accessing the Services (“you”) and Artis Trade Systems, Inc (“Artis Trade,” “we,” “us,” or “our”). These Terms set forth the general terms and conditions of your use of our Artis Trade web application platforms, including ArtisPay® and ArtisPro® (“Platforms”) and the services Artis Trade makes available through the Platforms (collectively, the “Services”).
By clicking "I accept" or "I agree" or otherwise using the Artis Trade Services, you agree on behalf of yourself and any entity you represent to these Terms. You further represent that you: (i) have read and understood these Terms; and (ii) agree to use the Services in compliance with these Terms and all applicable local, state, national, and international laws and regulations. You may not use the Services if you do not agree to these Terms.
Artis Trade may need to make changes to these Terms from time to time, typically to conform to current business practices, comply with changing regulatory requirements, or other similar purposes. If we modify these Terms in a manner that materially changes its terms, we will make reasonable efforts to notify you by posting an updated version of the Terms within the Platform and/or via email. Your continued use of the Services after reasonable notice of such changes shall constitute your consent to the changes.
ARBITRATION NOTICE: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AS SET FORTH IN SECTION 10. PURSUANT TO THAT PROVISION, YOU AND ARTIS TRADE AGREE TO RESOLVE ANY DISPUTES BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Access & Use of the Services
Privacy. We may collect information, including certain personal information, from you when you access and use our Services. We describe the collection, use, and disclosure practices of such Personal Information in our Privacy Policy.
Account, Password, Security. If you choose to register for an account within the Services, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service’s account registration form. You are responsible for maintaining the security and confidentiality of your password and account credentials, and are fully responsible for any and all activities that occur under your account. You agree to (a) immediately notify Artis Trade of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Services. Artis Trade will not be liable for any loss or damage arising from your failure to comply with this section.
Modifications to Services. Artis Trade reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that Artis Trade will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.
General Practice Regarding Use & Storage. You acknowledge that Artis Trade may establish general practices and limits concerning use of the Services, including the maximum period of time that data or other content will be retained by the Services and the maximum storage space that will be allotted on Artis Trade’s servers on your behalf. You agree that Artis Trade has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded to the Services. You further acknowledge that Artis Trade reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
User Materials. You may be able to create, post, transmit, upload, publish, distribute, submit, and otherwise provide data, text, images, and other content and material via the Platform (such as invoice related materials) collectively, “User Materials”). We do not generate or control the User Materials and expressly disclaim any and all responsibility or liability for any User Materials.
Your Responsibilities. You are solely responsible for all User Materials that you provide. In order to share User Materials using the Service, you represent and warrant that: (i) you own or have the necessary rights to share such User Materials; and (ii) the User Materials do not and will not violate the intellectual property rights, privacy rights or any other legal rights of any third party.
Restrictions on User Materials. We reserve the right in our sole discretion to refuse to allow any User Materials on the Platform. You irrevocably release us, our affiliates, and our licensors, from any and all liability arising out of or relating to any User Materials. Artis Trade, in its sole discretion, may remove or restrict User Materials that are a violation of these Terms. Artis Trade may review, redact, or otherwise reorganize and recategorize any User Materials for the provision of the Services. Artis Trade reserves the right to impose limits on Platform features (e.g., the ability to provide certain User Materials).
Removal. You may request that we remove User Materials. If you delete or replace User Materials that you have provided (where those options are available), you understand that it may remain in our back-up systems for a period of time and that users with whom it has been shared or who have otherwise accessed that User Materials may continue to have access to and use it.
Prohibited Uses; Limitations. THE FOLLOWING USES AND ACTIVITIES OF THE SERVICE ARE PROHIBITED OR RESTRICTED:
Violation of any applicable law or use of the Service for any purpose that is unlawful or prohibited by these Terms.
Sharing any User Materials that infringes any applicable laws, including, but not limited to, a third-party’s intellectual property rights (such as by infringing another’s copyright or trademark), or the rights or privacy or publicity of any third party.
Sharing any User Materials that is pornographic, lewd, threatening, embarrassing, hateful, racially or ethnically insulting or harassing, excessively violent, libelous, or is otherwise inappropriate or objectionable.
Impersonating another person or entity, or accessing the Services through another user’s account that is not your own.
Using the Services in any manner, or otherwise engaging in conduct within the Platform, that is harmful, threatening, abusing, harassing, stalking, bullying, or threatening violence against or towards another user or any other third party.
Accessing or collecting data from our Services using automated means or attempting to access data you do not have permission to access.
Using the Service for any illegal, unethical, fraudulent, misleading, or objectionable purpose or in breach of any law, regulation, agreement or these Terms.
Transmitting any viruses, Trojan horses, worms, time bombs, ransomware, malware or any other harmful or deleterious software code (“Malware”).
Interfering with or disrupting the Service or servers connected to the Service or probing, scanning or testing the vulnerability of the Service.
Sharing any unsolicited or unauthorized advertising, promotional Materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation (commercial or otherwise);
Selling, licensing, or distributing any other content available or obtained through use of the Platform in violation of these Terms.
Attempting to gain unauthorized access to any portion or feature of the Services by hacking, password “mining,” or any other illegitimate means.
Reverse look-up, trace, or seek to trace any information on any other user of the Services, or any other Platform customer with whom you do not have a direct relationship, in any way where the purpose is to reveal any information that is not otherwise explicitly contemplated by the Services.
Take any action that imposes an unreasonable or disproportionately large load on the Service.
Use any device, software, or routine to interfere or attempt to interfere with the proper working of the Service.
Take any action which could damage the reputation of Artis Trade or any third party.
Third Party Products. If you use the Services in conjunction with approved third party products that Artis Trade has deemed to be compatible with the Services, you are responsible for complying with the third-party providers’ terms and conditions and privacy policies, and all such use is at your risk. Artis Trade does not provide support or guarantee ongoing integration support for products that are not a native part of the Services.
Termination & Suspension.
Artis Trade’s Termination. We may, for any reason and in our sole discretion, suspend, deactivate, or terminate a user’s ability to access and use the Service without notice or liability (i) if you breaches these Terms, including, without limitation, a violation of Section 3 of these Terms or for noncompliance with applicable laws and regulations; (ii) upon any unauthorized use of your login credentials or password; or (iii) if your account is inactive or no longer commercially viable. We also can remove or restrict access to content features, services, or information if we determine that doing so is reasonably necessary to avoid or mitigate misuse of our Services or adverse legal or regulatory impacts to Artis Trade.
Termination by You. You may terminate your account at any time by selecting that option on the Platform or by contacting us. If you terminate your account, you will no longer have access to your user profile. We reserve the right to deem your account inactive and close it if there is no activity on your account for one year.
Effect of Termination. Any User Materials that you have provided may remain in our back-up systems and may continue to be accessible by the users of the Service to whom such User Materials were transmitted or on whose behalf you may have submitted such information. If we suspend, deactivate, or terminate your account, you will not create another account without art prior written permission. Any provisions of these Terms that are intended to survive termination (including any provisions regarding indemnification, limitation of our liability, or dispute resolution) will continue in effect beyond any termination of these Terms or of your access to or use of the Service.
Intellectual Property Rights.
Ownership of Services. You acknowledge and agree that the Services may contain content or features that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Artis Trade, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Services, or any content contained therein, in whole or in part, except that the foregoing does not apply to your own User Materials that you legally upload to the Services. Artis Trade and its licensors retain ownership of all intellectual property rights in and to the Services, and all related underlying technology and associated information and content.
Artis Trade Trademarks. The Artis Trade name and logos are Artis Trade’s trademarks (collectively the “Artis Trademarks”). Other trademarks used and displayed through the Services may be trademarks of their respective owners who may or may not endorse or be affiliated with or connected to Artis Trade. Nothing in these Terms or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Artis Trade Trademarks displayed on the Services, without our prior written permission in each instance. All goodwill generated from the use of Artis Trade Trademarks will inure to our exclusive benefit.
Indemnity & Release
You agree to release, indemnify and hold Artis Trade and its affiliates and its officers, employees, directors and agents harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to any of the following: (1) your use of the Services or any related information, (2) any User Materials and your transmission of data, including Personal Information (as defined in our Privacy Policy), using the Services (including any claims arising out of or relating to false information provided by you), or (3) your violation of these Terms.
IMPORTANT notice for California residents: If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
Disclaimer of Warranties
IMPORTANT! READ CAREFULLY! THE FOLLOWING PARAGRAPH AFFECTS YOUR RIGHTS.
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ARTIS TRADE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
ARTIS TRADE MAKES NO WARRANTY THAT (1) THE SERVICES WILL MEET YOUR REQUIREMENTS, (2) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (3) THE RESULTS THAT MAY BE OBTAINED OR CAUSED BY YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.
YOU ACKNOWLEDGE AND AGREE THAT ANY TRANSMISSION SENT USING THE SERVICES MAY NOT BE CONFIDENTIAL AND YOUR COMMUNICATIONS OR CONTENT MAY BE READ OR INTERCEPTED BY OTHERS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOUR SUBMITTING USER MATERIALS, COMMUNICATIONS, OR OTHER CONTENT THROUGH THE SERVICES DOES NOT GIVE RISE TO ANY CONFIDENTIAL, FIDUCIARY, CONTRACTUALLY IMPLIED, OR OTHER RELATIONSHIP BETWEEN YOU AND ARTIS TRADE, EXCEPT AS MAY BE SET FORTH IN THESE TERMS.
Limitation of Liability
IMPORTANT! READ CAREFULLY! THE FOLLOWING PARAGRAPH AFFECTS YOUR RIGHTS
YOU EXPRESSLY UNDERSTAND AND AGREE THAT ARTIS TRADE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR DAMAGES FOR LOSS OF PROFITS, INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF ARTIS TRADE HAS BEEN ADVISED OF THE POSSIBILITY OF THESE KINDS OF DAMAGES), WHETHER BASED IN CONTACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM (1) THE USE OR INABILITY TO USE THE SERVICES OR ANY RELATED INFORMATION, (2) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, (3) STATEMENTS OR CONDUCT OF ANY THIRD PARTY (INCLUDING OTHER USERS OF OUR SERVICES) THROUGH THE SERVICES, OR (4) ANY OTHER MATTER RELATING TO THE SERVICES. IN NO EVENT WILL ARTIS TRADE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED $100.
Dispute Resolution by Binding Arbitration
IMPORTANT. PLEASE READ CAREFULLY! THE FOLLOWING PARAGRAPH AFFECTS YOUR RIGHTS
Agreement to Arbitrate. You agree that any and all disputes or claims that have arisen or may arise between you and Artis Trade arising out of or relating to these Terms (including any alleged breach thereof) and the Services, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. YOU UNDERSTAND THAT BY AGREEING TO BINDING ARBITRATION, YOU ARE GIVING UP YOUR RIGHT TO A TRIAL BY JURY. YOU UNDERSTAND AND AGREE THAT BY AGREEING TO BINDING ARBITRATION ON AN INDIVIDUAL BASIS, YOU MAY NOT BRING A CLAIM AGAINST ARTIS TRADE IN A CLASS ACTION LAWSUIT, AND THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN ONE OR MORE PERSON’S OR PARTY’S CLAIMS IN A CLASS OR PROCEEDING. In the event a court determines that the foregoing is unenforceable, then such claim must be severed from the arbitration and brought in court, subject to Artis Trade’s right to appeal.
Good Faith Discussions. You and Artis Trade must first attempt to resolve any dispute by good faith discussions or email. If the parties cannot resolve a dispute with good faith discussions, then either party may submit the dispute to binding arbitration as set forth in these Terms.
Rules. You agree that arbitration will be conducted by the American Arbitration Association (''AAA'') in accordance with its Consumer Arbitration Rules, then in effect and as amended herein (''Rules''). The Rules can be found at: https://www.adr.org/Rules. You and Artis Trade agree that this agreement to arbitrate involves a transaction of interstate commerce and therefore the Federal Arbitration Act will govern the interpretation and enforceability of this agreement to arbitrate.
Initiating a Claim. The party desiring to initiate arbitration must provide the other party a Demand for Arbitration in accordance with the Rules and the parties will thereafter mutually agree upon the arbitrator. If the parties cannot agree upon the arbitrator within ten (10) days, an arbitrator will be appointed in accordance with the Rules.
Arbitrator. Arbitration shall be before one (1) arbitrator who shall have exclusive authority to resolve any disputes arising under these Terms or with regard to the Services, including as to the enforceability and/or formation of this agreement to arbitrate made between you and Artis Trade.
Location. You agree that arbitration shall take place exclusively in Maricopa County, Arizona. However, where the disclosed claims or counterclaims do not exceed $25,000, the dispute may be resolved by the submission of documents only/desk arbitration (see the Rules for more details). Either party may, however, ask for a hearing, or the arbitrator may decide a hearing is necessary.
Time Limit. Any claim by you arising in connection with these Terms or the Services must be commenced by you within one (1) year of the dispute giving rise to the claim.
Confidentiality. The parties will not make any comments or announcements to the public about the subject matter or outcome of any arbitration.
The Arbitrator’s Decision. The arbitrator’s decisions and judgment will be final and binding on the parties but will have no precedential effect. The arbitrator shall not have the authority to award damages outside of those set forth in these Terms.
Costs and Expenses. Each party shall pay their own expenses and fees, including their own attorneys’ fees, arising from arbitration, unless the arbitrator determines that your claims were improper or frivolous, in which case the arbitrator may require you to reimburse us for certain fees and expenses in accordance with the Rules.
Exceptions. Notwithstanding anything to the contrary in this Section, you and Artis Trade each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s intellectual property rights.
General Provisions
Modifications. We reserve the right to amend these Terms from time to time in our sole discretion, and will post and maintain the most recent version of these Terms on the Services. Material changes will be conspicuously posted on the Services or otherwise communicated to you. You can determine if the Terms have been revised since your last visit by referring to the “Last Modified” date at the top of this document. By continuing to use the Cloud Service, you agree to abide by our amended Terms.
Entire Agreement. These Terms contains all the terms and conditions agreed on by the parties and it supersedes all prior written or oral agreements or communications between you and Artis Trade.
Assignment. You may not assign, transfer, or sublicense these Terms except with Artis Trade’s prior written consent. Artis Trade may transfer and assign any of its rights and obligations under this Agreement without consent.
Force Majeure. We will not be liable for failure or delay in performance under these Terms if the non-performance or delay is due to causes such as an act of God, strike, lockout or other labor dispute, civil commotion, sabotage, fire, flood, explosion, acts of any government, pandemics, epidemics, and other similar causes not within our reasonable control.
Severability. If any part of these Terms is held indefinite, invalid, or unenforceable for any reason, the rest of the Terms will continue in full force, unless severing the part makes further performance impossible or otherwise materially hinders the purpose of these Terms.
Notices. Unless otherwise stated in the Arbitration Agreement, all notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
Applicable Law. These Terms are governed by and must be interpreted under Arizona law, without regard for any choice-of-law rules that might otherwise direct or require the application of the laws of any other jurisdiction.
Venue & Jurisdiction. To the extent not governed by the Arbitration provision in Section 10, the state and federal courts located in Maricopa County, Arizona, will have exclusive jurisdiction over any action or proceeding arising out of or relating to these Terms. You and Artis Trade consent to the jurisdiction of these courts and agree that no action or proceeding arising out of or related to these Terms may be brought in any other county or state.
Attorney’s Fees and Costs. In any action or proceeding arising out of or relating to these Terms, the prevailing party is entitled to recover its reasonable attorney’s fees and other costs.
Interpretation. Unless the context requires otherwise, the term “including” means “including but not limited to” and the singular includes the plural and use of the plural includes the singular. All headings are for reference purposes only and must not affect the interpretation of these Terms.
Third Party Beneficiaries. These Terms do not grant any benefits to any third party unless it expressly states that it does.
No Waiver. Artis Trade’s failure to enforce any right under these Terms will not waive that right.
Conflicts and Order of Precedence. In the event of any conflict between these Terms and a contractual agreement entered into between you and Artis Trade related to your access and use of the Services, the executed contractual agreement shall control. In the event of a conflict between these Terms and the Privacy Policy, the Privacy Policy will control. The English version of these Terms of Use will govern in the event of a conflict between it and any version translated into another language.
Contact Us. Please direct any questions and concerns regarding these Terms to us at:
Email: info@artistrade.com
