Terms of Service
PLEASE READ THESE TERMS OF USE AND OUR PRIVACY NOTICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.
Arbitration Notice. YOU AGREE THAT DISPUTES BETWEEN YOU AND COMPANY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A LAWSUIT, A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. FOR FURTHER INFORMATION PLEASE CONSULT THE “DISPUTE RESOLUTION; ARBITRATION” SECTION BELOW.
1. ACCEPTANCE OF TERMS; MODIFICATION OF TERMS
ADLAR, LLC (“Company”, “we”, “us”, or “our”) owns, controls and operates the platform known as “ADLAR”, a web-based platform consisting of an e-commerce shop, as well as an augmented reality viewing experience of artwork curated by us, available at the website https://www.ADLARstudio.com (including, without limitation, all subdomains, collectively the “Site”), and through each of the ADLAR-branded desktop and mobile applications (collectively, the “App” and together with the Site, the “Platform”). These Terms of Use and our Privacy Notice (collectively, the “Terms of Service”), constitute a legally binding agreement between Company and each visitor to and registered end user of the Platform (each, a “User”, “you” or “your”). By accessing and using the Platform, or any portion thereof, in any manner, including, but not limited to, visiting or browsing on the Platform, or creating a User profile account on the Platform (an “Account”), you are deemed to have read, accepted, executed, and be bound by the Terms of Service.
YOU MUST BE AT LEAST THIRTEEN (13) YEARS OLD TO ACCESS AND USE THE PLATFORM; PROVIDED, IF YOU ARE BETWEEN THE AGES OF THIRTEEN (13) AND EIGHTEEN (18) YEARS OLD (OR ANY GREATER AGE REQUIRED TO BE DEEMED TO HAVE REACHED THE AGE OF MAJORITY UNDER THE APPLICABLE LAW OF THE STATE OR JURISDICTION OF YOUR PRIMARY RESIDENCE), YOU MAY ONLY ACCESS AND USE THE PLATFORM WITH THE PRIOR PERMISSION OF YOUR PARENT OR LEGAL GUARDIAN, AND YOU REPRESENT AND WARRANT TO US THAT YOU HAVE SUCH PERMISSION AND THAT YOUR PARENT OR LEGAL GUARDIAN HAS REVIEWED AND DISCUSSED THE TERMS OF SERVICE WITH YOU. SINCE CERTAIN PLATFORM CONTENT (e.g., ARTWORK IMAGERY CONTAINING PARTIAL OR FULL NUDITY, ETC.) MADE AVAILABLE ON OR THROUGH THE PLATFORM MAY NOT BE SUITABLE FOR MINORS, WE RECOMMEND THAT PARENTS OR LEGAL GUARDIANS WHO PERMIT THEIR CHILD TO ACCESS AND USE THE PLATFORM SUPERVISE SUCH CHILD’S ACTIVITY, INCLUDING, WITHOUT LIMITATION, ANY ENGAGEMENT WITH ANY CONTENT OR OTHER USER THEREON.
Company may change or amend the Terms of Service at any time at its sole and absolute discretion. In addition, from time to time Company may (i) implement changes to existing, or release/introduce new tools, products, services, functionalities, features, and/or other updates to the Platform or (ii) release new versions of the Platform (e.g., desktop or mobile applications) (collectively, “Updates”), which may result in changes or amendments to the Terms of Service. All Updates to the Platform implemented by Company will be subject to the Terms of Service, and any additional terms and conditions as may apply to such Updates.
We therefore encourage you to review the Terms of Service fully and carefully and to check the Terms of Service periodically for any Updates. If Company makes a material change or amendment to the Term of Service it will provide a notification of such changes or amendments on or through the Platform and/or notify all Users of such changes or amendments via e-mail, which changes, or amendments will be effective automatically upon the posting of such notification or as of the date of delivery of such notification via e-mail. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing. Notwithstanding the terms of this paragraph, no revisions to the Terms of Service will apply to any dispute between you and Company that arose prior to the effective date of such revision.
IF ANY PROVISION OF THE TERMS OF SERVICE OR ANY FUTURE CHANGES OR AMENDMENTS ARE UNACCEPTABLE TO YOU, DO NOT USE OR CONTINUE TO USE THE PLATFORM AND DO NOT CREATE/REGISTER OR CONTINUE TO MAINTAIN AN ACCOUNT. YOUR CONTINUED USE OF THE PLATFORM FOLLOWING THE POSTING OF ANY NOTICE OF ANY CHANGE OR AMENDMENT TO THE TERMS OF SERVICE SHALL AUTOMATICALLY CONSTITUTE YOUR ACCEPTANCE AND AGREEMENT TO SUCH CHANGE, AMENDMENT OR UPDATE.
2. OWNERSHIP OF PLATFORM IP; TRADEMARKS
Company hereby grants each User a limited, non-exclusive, revocable, royalty-free, non-transferable, non-assignable, non-sublicensable, right and license to access and make personal use of the Platform, the Platform IP (defined below), solely as permitted by the tools, products, services, functionalities and/or features made available to Users of the Platform, subject in all respects to these Terms of Service, and not for redistribution of any kind (the “Platform License”). This Platform License does not include any resale or commercial use of (i) the Platform, (ii) Registration Data (defined herein), (iii) any artworks, content, material, information, data, Trademarks, Platform pages, software, code, and other original works of authorship and/or intellectual property (including, without limitation, any applicable copyrighted works) uploaded to, or incorporated into, the Platform by or on behalf of Company (collectively, “Platform Content”), which Platform Content are and shall remain the sole and exclusive property of Company (or the applicable third-party licensor thereof).
As between you and Company, Company retains all right, title and interest in and to the Platform, throughout the world, in perpetuity, including, without limitation, (i) all text, graphics, typefaces, formatting, graphs, designs, editorial content, HTML, look and feel, software, and data, (ii) all business processes, procedures, methods, and techniques used in the Platform, (iii) all other materials and content uploaded or incorporated into the Platform, including, without limitation, all Platform Content, (iv) all associated trade secret rights and other intellectual property and proprietary rights recognized anywhere in the world, and (v) the coordination, selection, arrangement and enhancement of the foregoing as a Collective Work under the United States Copyright Act, as amended (collectively, “Platform IP”), and nothing contained herein shall be construed as creating or granting to you any right, title or interest in and to such Platform IP other than the express license granted therein to Users hereunder. Platform IP is protected in all forms, media and technologies now known or hereinafter developed as well as by the domestic and international laws of copyright, trademarks, patents, and other proprietary rights and laws.
The Company trademarks, service marks, and logos (the “Company Trademarks”) used and displayed on the Platform are the Company’s registered and unregistered trademarks or service marks. Other product and service names used and displayed on the Platform may be trademarks or service marks owned by third parties (the “Third-Party Trademarks,” and, collectively with the Company Trademarks, the “Trademarks”). Except as otherwise permitted by law, you may not use the Trademarks to disparage Company or the applicable third-party owner thereof, the Company’s or the applicable third-party’s products or services (including, without limitation, the Platform), or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from the Platform without Company’s prior express written consent. All goodwill generated from the use of any Trademark will inure solely to the benefit of the Company or the applicable third-party owner thereof.
Violation of this Platform License may result in infringement of intellectual property and contractual rights of Company, other Users of the Platform, or other third parties, which is prohibited by law and could result in substantial civil and criminal penalties.
3. USER ACCOUNTS; REGISTRATION DATA
While you may always browse the public-facing portions of the Platform without registering with us, in order to enjoy the full benefits of the Platform, each User must register for and create an Account.
You agree to create only one (1) unique Account and that you shall be the sole authorized user of your Account. As part of the registration process, Users will be asked to submit certain information such as their name, email address, profile name, country location, and to create an Account login password (collectively, “Registration Data”). In addition, to access Platform Content that requires a Paid Subscription you must provide and maintain valid payment information such as valid credit card information. Alternatively, we may in the future enable functionality for you to register for an Account using your Facebook or Apple ID, or other available and integrated social media plug-in credentials. You agree and represent that all Registration Data you provide to Company will be and remain at all times true, accurate, current and complete. Company may from time to time modify or add to the Registration Data information fields required to create an Account, and you agree to promptly complete any such additional or modified information fields when and as requested by Company. In some cases, you will also need to update your Account and/or operating system settings to allow us to access your address book/contacts and enable the geolocation and camera/microphone functions. You must make sure that your Account profile name complies with these Terms of Service. Your registration with us is subject to our confirmation and will become valid when we either confirm your registration or activate your Account.
Company will have the right to use your Registration Data in connection with servicing and operating the Platform and in other manners as set forth in more detail in our Privacy Notice. You agree that you will be liable for all activities that occur under your Account, even if such activities were not committed by you. Company is not responsible for any loss or damage as a result of someone else using your Account, Registration Data or password with or without your knowledge.
For Accounts created outside the United States. By visiting the Platform, submitting information or using the Platform, you acknowledge that you accept the practices and policies outlined in these Terms of Service and consent to having your data transferred to and processed in the United States. You also are subject to United States export controls in connection with your use of the Platform related thereto and are responsible for any violations of such controls, including, without limitation, any United States embargoes or other federal rules and regulations restricting exports. Company may limit the availability of the Platform, in whole or in part, to any person, geographic area or jurisdiction that Company chooses, at any time and in Company’s sole discretion. If you do not agree to these Terms of Service, please do not use the Platform.
You agree to notify Company of any breach of security by promptly sending Company an e-mail to info@adlarstudio.com.
4. OUR SHOP AND IN-APP SUBSCRIPTION SERVICES
Our Shop
Any User, with or without an Account, may make purchases at our Shop. For any artwork purchased from the Shop, User agrees to the predetermined amount associated with the artwork in US Dollars. All purchases are subject to both the Delivery & Shipping Policy and Shop Returns & Refund Policy.
Augmented Reality Subscription Terms
Service Options. While certain content on the Platform is provided free-of-charge (“Free Service”), other features and access to premium content requires payment before you can access them (“Paid Subscription”). In order to establish your Paid Subscription, you must have an active Account with Company or with a third party that has been authorized to provide subscriptions to the Platform (each, a "Third Party Subscription Provider"). If you purchase your Paid Subscription directly from Company, you will create or update your Account with your credit card information, as applicable, at the time you make your initial purchase. If you purchase your Subscription through a Third Party Subscription Provider instead of directly from Company, it may take additional steps to set up your Account. These steps may require you to leave your Subscription Provider's platform and confirm your information directly with Company. We may also offer special promotional plans, memberships, or services, including offerings of third-party products and services in conjunction with or through the Platform. We are not responsible for the products and services provided by such third parties. We reserve the right to modify, terminate or otherwise amend our offered subscription plans and promotional offerings at any time in accordance with these Terms of Service. In such cases, separate terms and conditions with such third party in addition to these Terms of Service may apply to your access to the Platform.
Paid Subscription Payments; Billing. You may purchase a Paid Subscription to the Platform through Company or, as described below, through a Third Party Subscription Provider, which includes exclusive Platform Content, as well as additional features and functionalities. Company may change the price for the Paid Subscriptions, including recurring subscription fees from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes will take effect at the start of the next subscription period following the date of the price change. Subject to applicable law, you accept the new price by continuing to use the Platform after the price change takes effect. If you do not agree with a price change, you have the right to reject the change by unsubscribing from the Paid Subscription prior to the price change going into effect.
Third Party Subscription Provider Terms. These Terms of Service constitute an agreement between you and Company, and not between you and any Third Party Subscription Provider(s). Unless otherwise specified herein, Third Party Subscription Providers will have no obligation to provide maintenance and support services, or respond to product claims regarding the Platform. Third Party Subscription Providers shall not be responsible for any product or intellectual property claims associated with the Platform. Please review the terms of use and user agreements of your Third Party Subscription Provider to confirm your compliance to those terms.
· iOS Users. Accessing the Platform via iOS products must be in accordance with the App Store Terms of Use in addition to the Terms set forth herein. You acknowledge and agree that Apple, Inc., (“Apple”) and any subsidiaries of Apple, are third party beneficiaries to these Terms of Service. Upon your acceptance of these Terms, Apple will have the right (and be deemed to have accepted the right) to enforce these Terms of Service as a third party beneficiary.
Renewals; Cancellations. For all Paid Subscriptions subject to a monthly or annual payment, your payment to Company or the Third Party Subscription Provider through which you purchased the Paid Subscription will automatically renew at the end of the applicable subscription period, unless you cancel your Paid Subscription before the end of the then-current subscription period by clicking the “Unsubscribe” button within your Account settings page of the Platform, or through your account with such Third Party Subscription Provider. The cancellation will take effect the day after the last day of the current subscription period, and you will be downgraded to the Free Service. We do not provide refunds or credits for any partial subscription periods.
Trials. From time to time, we or others on our behalf may offer trials of Paid Subscriptions for a specified period without payment or at a reduced rate (a “Trial”). Company may determine your eligibility for a Trial, and withdraw or modify a Trial at any time without prior notice and with no liability, to the extent permitted under applicable law. For some Trials, we’ll require you to provide your payment details to start the Trial. By providing such details you agree that we may automatically begin charging you for the Paid Subscription on the first day following the end of the Trial on a recurring monthly basis or another interval that we disclose to you in advance. IF YOU DO NOT WANT THIS CHARGE, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION BEFORE THE END OF THE TRIAL. IF YOU RECEIVED YOUR TRIAL THROUGH A THIRD PARTY, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION THROUGH THE THIRD PARTY. IF YOU SIGNED UP FOR THE TRIAL THROUGH COMPANY, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION BY SENDING A REQUEST VIA EMAIL TO info@adlarstudio.com.
5. COMMUNICATIONS FROM US
By providing us with your email address and using the Platform, you hereby affirmatively consent to the use of your email address for notifications from us regarding important service announcements and other administrative communications related to your use of the Platform (including push notifications, if enabled by you), as well as certain marketing and other advertising communications from us, as more fully set forth in our Privacy Notice. You will be able to opt out of receipt of certain notifications by following the instructions described in our Privacy Notice; however, if you do not wish to receive certain service and other administrative notifications related to the Platform, your only way to opt out of such messages is to stop using and delete the Platform.
6. LIMITATIONS ON PLATFORM USE
The Platform and Platform Content may not be used, modified, reproduced, duplicated, copied, published, distributed, downloaded, sold, resold, transformed, redesigned, reconfigured, retransmitted, or otherwise exploited by you for any purpose except as facilitated by the tools, products, services, functionalities and/or features made available to Users of the Platform, or without the express prior written consent of Company and/or the applicable third-party owner thereof, in each instance.
Without limiting the foregoing, while using the Platform, you are prohibited from using the Platform or its Platform Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Platform or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, scrape, or index the Platform in any manner; (j) for any obscene or immoral purpose; (k) to interfere with or circumvent the security features of the Platform or any related website, other websites, or the Internet; or (l) cause or induce any third-party to engage in the foregoing restricted activities.
The Platform License granted to you in these Terms of Service terminates automatically upon any unauthorized use of the Platform and Company will take appropriate investigative and legal action for any illegal or unauthorized use of the Platform. You acknowledge that violation of any of the above restrictions may subject you to third-party claims and none of the rights granted to you in these Terms of Service may be raised as a defense against any third-party claims arising from any such violation.
7. REPRESENTATIONS AND WARRANTIES
BY ACCESSING AND USING THE PLATFORM, INCLUDING, BUT NOT LIMITED TO, THE CREATION/REGISTRATION OF AN ACCOUNT, YOU REPRESENT AND WARRANT THAT YOU ARE (I) AT LEAST EIGHTEEN (18) YEARS OLD (OR ANY GREATER AGE REQUIRED TO BE DEEMED TO HAVE REACHED THE AGE OF MAJORITY UNDER THE APPLICABLE LAW OF THE STATE OR JURISDICTION OF YOUR PRIMARY RESIDENCE) AND ARE FULLY ABLE AND COMPETENT TO ENTER INTO THE TERMS OF SERVICE, OR (II) AT LEAST THIRTEEN (13) YEARS OLD AND HAVE PERMISSION FROM YOUR PARENT OR LEGAL GUARDIAN PRIOR TO ACCESSING AND USING THE PLATFORM AND, FOR THE AVOIDANCE OF DOUBT, PRIOR TO INITIATING ANY TRANSACTION IN CONNECTION WITH YOUR ACCESS AND USE THEREOF, AND YOUR PARENT OR GUARDIAN AGREES TO THE TERMS OF SERVICE.
You represent and warrant that that you have the right, authority and capacity to enter into, and to be bound by, the Terms of Service and to abide by the terms and conditions of the Terms of Service, and that you will so abide.
8. UNLAWFUL ACTIVITY
We reserve the right to investigate complaints or reported violations of the Terms of Service and to take any action we deem appropriate, including, but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to Users’ Account, profile name, e-mail addresses, usage history, IP addresses, and traffic information. We further reserve the right, in our sole discretion and without notice or liability to you, to disable your Account, suspend or terminate your use of, or access to, the Platform (either in whole or in part), at any time for any reason with any conditions, including, but not limited to, if we believe that you have violated or acted inconsistently with these Terms of Service or any applicable law. In the event your right to use the Platform terminated, limited, or suspended, these Terms of Service will remain in effect and enforceable against you.
You may terminate these Terms of Service at any time by deleting your Account and ceasing all use of the Platform. Please note that deleting the Platform from your computer or mobile device will not delete your Account. If you wish to delete your Account, please send the request to [info@adlarstudio.com and include your username, email address and our support agent will respond within forty-eight (48) hours to confirm deletion of your Account.
Notwithstanding the foregoing, all sections of these Terms of Service which by their nature should survive the expiration or termination shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of these Terms of Service.
9. DISCLAIMER OF WARRANTIES
TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY 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 SETTLEMENT WITH THE DEBTOR”.
YOUR USE OF THE PLATFORM IS ENTIRELY AT YOUR OWN RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, CURRENTNESS, COMPLETENESS OR RELIABILITY OF THE PLATFORM OR ANY PLATFORM IP OR MATERIAL PROVIDED THROUGH THE PLATFORM OR THIRD-PARTY CONTENT LINKED TO THE PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN.
WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS WARRANT THAT ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED OR THAT THE PLATFORM WILL BE ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED OR THAT IT WILL ALWAYS BE ACCESSIBLE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY CONTENT, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE PLATFORM. NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE PLATFORM IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. COMPANY AND ITS AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.
10. LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT COMPANY IS ONLY WILLING TO PROVIDE THE PLATFORM IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND THIRD PARTIES. THEREFORE, YOU AGREE NOT TO HOLD COMPANY, ITS PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, AND PARTNERS IN PROMOTIONS, SWEEPSTAKES OR CONTESTS, OR ANY OF SUCH PARTIES’ RESPECTIVE AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, MANAGERS, MEMBERS, VENDORS, THIRD-PARTY LICENSORS, CORPORATE PARTNERS, PARTICIPANTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, “COMPANY PARTIES”) LIABLE FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, “LIABILITIES”) THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR OR ANY OTHER PARTY’S USE OF OR INABILITY TO USE THE PLATFORM, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PERSONAL PROPERTY), ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY COMPANY OR ITS AFFILIATES OR LICENSORS AND ANY DESTRUCTION OF YOUR INFORMATION.
UNDER NO CIRCUMSTANCES WILL ANY COMPANY PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT ANY COMPANY PARTY IS LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).
ANY DISPUTE YOU HAVE WITH ANY THIRD-PARTY ARISING OUT OF YOUR USE OF THE PLATFORM, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, ANY CARRIER, COPYRIGHT OWNER OR OTHER USER, IS DIRECTLY BETWEEN YOU AND SUCH THIRD-PARTY, AND YOU IRREVOCABLY RELEASE THE COMPANY PARTIES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
11. INDEMNIFICATION
You hereby agree to indemnify, defend and hold harmless, the Company Parties, from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim, action, or proceeding brought by a third-party based on: (i) any breach of any representation, warranty, covenant or obligation of yours under the Terms of Service; or (ii) your violation of any applicable law or regulation; or (iii) your violation of any third-party right, including, but not limited to, any intellectual property right. Company shall promptly notify you of any such claim, and you shall assume control of the defense of such claim upon Company’s request. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the written consent of Company.
12. GOVERNING LAW
The Terms of Service are governed by and construed in accordance with the internal laws of the State of California, without reference to principles of conflicts of laws.
13. DISPUTE RESOLUTION; ARBITRATION
Disputes. You and Company agree that any dispute, claim or controversy arising out of or relating to the Terms of Service or the breach, termination, enforcement, interpretation or validity thereof or the use of the Platform, including, without limitation, any Platform Content contained thereon (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains 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 copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Company are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Company otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution; Arbitration" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of the Terms of Service.
Arbitration Rules. THIS SECTION PROVIDES FOR RESOLUTION OF DISPUTES THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY. All disputes arising under or relating to the Terms of Service or to your use of (or inability to use) the Platform shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes (“Supplementary Procedures”), as amended by the terms of the Terms of Service. The Supplementary Procedures are available online at www.adr.org. To the extent that the arbitrator deems reasonable, the arbitrator may conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances. Any in-person appearances requested by the arbitrator shall be held in Los Angeles in the State of California. The arbitrator’s decision shall be based upon the substantive laws of the State of California without regard to its principles of conflicts of law. Arbitration proceedings shall be conducted in English and shall be conducted in a manner that preserves confidentiality. The arbitrator’s decision shall follow the plain meaning of the relevant documents and shall be final and binding. The award rendered by the arbitrator(s) may be confirmed and enforced in any court having jurisdiction thereof. The foregoing shall not preclude Company from seeking any injunctive relief in U.S. state or federal courts for protection of its intellectual property rights (including the rights of its licensors), and you agree to exclusive jurisdiction by the federal and state courts located in Los Angeles, California, and waive any jurisdictional, venue or inconvenient forum objections to such courts.
Changes. Notwithstanding Company’s right to amend or modify the Terms of Service, if Company changes this "Dispute Resolution" section after the date you first accepted the Terms of Service (or accepted any subsequent changes to the Terms of Service), you may reject any such change by sending us written notice (including by contacting us at info@adlarstudio.com within 30 days of the date such change became effective, as indicated in the date of Company’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Company in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted the Terms of Service (or accepted any subsequent changes to the Terms of Service).
You agree that regardless of any applicable statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Platform, or Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever and fully barred.
14. PLATFORM ACCESS REQUIREMENTS; UPDATES AND MAINTENANCE
Access to and use of the Platform requires a compatible mobile device/web browser and internet connection. It also requires that we have access to your device identifier and location information. Although we are working to ensure that the Platform is compatible across various devices, we cannot guarantee that the Platform will work with all devices.
It is your responsibility to ensure that your computer or mobile device complies with the requirements for accessibility. Your use of the Platform may vary in functionality, availability and quality depending on the type of the device and the operating system that you use, and Company accepts no responsibility for any lack of functionality that is due to your equipment (including your device, internet connection, operating system or settings and software).
It is your responsibility to pay for all costs and expenses that you may incur while using the Platform (including, but not limited to, all telephone call or line charges or Internet data service access charges).
Your access to the Platform may be interfered with by numerous factors outside of Company’s control including, but not limited to, telecommunications and/or wireless network service disruptions, computer or mobile device viruses and bugs, tampering, unauthorized intervention, fraud, technical failures, and server, equipment or software defects. Company is not responsible and will have no liability for any failures of the Internet or any data or telecommunications equipment, system or network used in connection with the Platform. In addition, perfect security does not exist on the Internet; Company cannot and does not guarantee that any Registration Data or other personally identifiable information submitted to the Platform and selected by you to remain private (as applicable) will not become public under any circumstances.
Company shall not be liable to any User in any way as a result of any temporary or permanent suspension of the Platform due to (a) repair or maintenance or (b) implementation of any Update. Furthermore, Company is under no obligation to undergo an Update of the Platform to the extent any Platform Content, Content and/or other tool, product, service, functionality, or feature thereof is out of date. The terms of the Platform License granted to you hereunder shall apply in full to any Update. Following an Update, you may not be able to use the Platform until you have downloaded the latest version and accepted any new terms.
15. NO AGENCY
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created between you and Company by this Agreement.
16. ASSIGNMENT
Company may freely assign, sub-contract and/or otherwise transfer any or all of its rights and/or obligations under the Terms of Service to any company, firm or person. You may not transfer your rights or obligations under the Terms of Service to anyone else.
17. WAIVER AND SEVERABILITY OF TERMS; ENTIRE AGREEMENT
Failure by Company to enforce any provision(s) of the Terms of Service will not be construed as a waiver of any provision or right. If any provision of the Terms of Service is deemed unlawful, void or unenforceable by a court of law exercising proper jurisdiction, that provision shall be deemed severed from the remaining provisions and shall not affect their validity and enforceability. The Terms of Service incorporate by reference any notices contained on the Platform and constitute the entire agreement with respect to access to and use of the Platform.
18. FEEDBACK
While our own staff is continually working to develop and evaluate our own product ideas and features, we pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from the User community. If you choose to contribute by sending us or our employees any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings, promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively, “Feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. Accordingly, by sending us Feedback, you agree that: (i) Company has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason; (ii) Feedback is provided on a non-confidential basis, and Company is not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and (iii) you irrevocably grant Company a perpetual and unlimited permission to reproduce, distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis), communicate to the public, make available, publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.
19. PRIVACY
Your privacy is very important to us. To understand our practices, please review our Privacy Notice, which is incorporated by reference into the Terms of Service and also governs your use of the Platform. Likewise, you represent and warrant that you will respect the privacy, property, and data protection rights of Users.
20. CONTACT
General questions or comments about the Platform or the Terms of Service should be sent by email to info@adlarstudio.com.