Last Updated: February 25, 2021
nAscent Art New York, Inc., through its service called "artspecified by nAscent Art", ("nAscent", the "Company", “artspecified,” "us", “we”, or “our”) provides a service for viewing, selling and purchasing original and reproduced works of art, and for commercializing digital images of works of art through our website, accessible at artspecified.com (the “Site”) or mobile application (the “Mobile Application”) together with any services, software, tools, features or functionality made available by us (each, a “Service” and collectively, the “Services”).
The Services enable you, the User, to purchase artwork and art-related products and services through the Services and receive the benefits of the Services.
THESE TERMS ALSO SPECIFY A WAIVER OF YOUR RIGHTS TO A TRIAL BY JURY, IRRESPECTIVE OF WHETHER YOU CHOOSE TO OPT-OUT OF BINDING ARBITRATION.
“You” means you individually, and if you are accepting these Terms on behalf of a company or other legal entity, that legal entity. You represent and warrant that you are of an age legally permitting you to enter into a legally binding agreement. If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that legal entity. IF YOU DO NOT MEET THESE REQUIREMENTS OR DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE SERVICES.
We reserve the right, at our sole discretion, to modify, discontinue, or terminate the Services, or to modify these Terms, at any time and without prior notice. We will update the “Last Updated Date” to provide notice of modification of the Terms. After we have posted a modification, if you continue to access or use the Services, your continued use and/or acces indicate that you agree to be bound by the modified Terms. If you find the modified Terms are unacceptable, your only recourse is to cease using the Services. We reserve the right to change the URL, modify or discontinue, and restrict or block access to, the Services to any User at any time without any notice. We may modify or remove any artworks or content from the Services at any time without notice to you. Check these Terms to assess the latest updates.
We do not warrant that product specifications, pricing, or other content on the Sites is timely, complete, accurate, or error-free. PLEASE CONTACT US IMMEDIATELY IF YOU SEE ANY ERRORS. 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, and with or 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. Updates or refresh dates shown on the Services should not be taken to indicate that all information shown through the Services has been modified or updated, or that such information is accurate or complete. In the event of errors, inaccuracies, or misstatements relating images or information provided about any product or artwork, we shall have the right to refuse or cancel any orders in our sole discretion. If we cancel an order and charged your credit card prior to cancellation, we will issue a credit to your account in the amount of the charge as part of our cancellation. We shall have no liability beyond a return of payment or cancellation of an order in case products are sold out or otherwise unavailable. You shall consider all images and depictions of artwork and/or products shown through the Services solely as illustrations. As such, the illustrations shall not represent a guarantee or warranty of delivery of an exact or precise reproduction of such illustration. Also, we are not responsible for any information by third parties provided for on the Website.
We are not responsible for websites linked to or from the Services. The Services may contain links to other websites that are not owned or controlled by us. Those links are provided for convenience only and may not remain current or be maintained. We are not responsible for the content, security, operation, or use of any linked websites, or for the products or services that may be offered or obtained through them. Links from the Services to other websites should not be construed as an endorsement, approval, or recommendation by us of the owners or operators of those linked websites, or of any information, graphics, materials, products, or services referred to or contained on those linked websites, unless and to the extent we may explicitly stipulate to the contrary on the Services. Further, we shall not responsible or liable for the content or privacy practices exercised by linked websites. It is your responsibility to review policies of linked websites before accessing them, and, regardless, you access them at your own risk.
When active, you may purchase Original Works of Art that are listed on the Services. When you purchase such an Original Work of Art through the Services, prices for Original Works of Art should be as specified on the applicable listing. You acknowledge that prices may not include shipping and handling charges (unless specifically indicated) or applicable Taxes (defined below) including VAT, if any, for which you are responsible and which should be separately identified on your receipt. artspecified and/or its third party service providers may collect your billing and shipping information and process your payment. Certain Original Works of Art may require additional shipping and handling charges, special arrangements (e.g. for oversized artworks or sculptures), or additional terms and conditions.
Our Services are protected by U.S. and international intellectual property laws, which you agree to respect. All content on the Services, including but not limited to text, logos, icons, images, graphics, illustrations, audio clips, compilations, and downloads, as well as the collection, arrangement, and assembly of such content, is the exclusive property of artspecified, its content suppliers, its licensors, its service providers, or its technology suppliers. All software used on the Sites is the property of artspecified or its software suppliers. When using the Services, if you see any infringements of copyrights, trademarks, or other intellectual property rights, you agree to notify us immediately. It is our policy, in appropriate circumstances and in our sole discretion, to (i) remove individual artworks, tags, titles, or descriptions and; (ii) suspend, disable, terminate, and/or permanently ban the accounts of anyone who infringes the copyrights, trademarks, or other intellectual property rights of others.
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 TO PURCHASE ANY PRODUCT AND/OR SERVICE THROUGH THE SERVICES.
Taxes and Shipping
Applicable taxes should be shown during the checkout process prior to finalizing your order. If applicable, VAT is included in the purchase price. Shipping charges will be shown during the checkout process prior to finalizing your order. Shipping charges include the rate we are charged by third parties for sending your order, plus a reasonable amount for packaging and handling. Title to products passes to you upon shipment. We endeavor to deliver all orders on-schedule. However, we cannot guarantee that our shipping providers or suppliers will not experience any shipping delays or problems.
Return, Exchange and Refund Policies
Click here for the details of our return, exchange, and refund policies. As applicable, we will comply with the applicable laws and regulations with respect to returns, exchanges, and refunds in your jurisdiction. Please contact us to clarify your local laws and rules so we can help.
All items purchased from us are made pursuant to paying for shipment. This means that the risk of loss and title for such items pass to you upon possession by the carrier.
Registration and Account Information
In order for you to purchase products and services sold through the Services, you may have to create an account. When creating an account, you agree to and shall provide accurate, complete and updated registration and contact information. In addition, you agree to and shall update your account information to keep it current and complete at all times. We may from time to time require you to provide additional information confirming your identity, including government identification, payment information, and tax identification and/or withholding forms. You may not create more than one (1) account without our prior written approval, such approval to be granted in our sole discretion.
You are solely responsible for all the activity that occurs through your account, including the activities of others and regardless of whether the activities are authorized, and for keeping your account password secure. You agree to notify us immediately of any breach of security or unauthorized use of your account. Although we shall not be liable for your losses caused by any unauthorized use of your account, you shall be liable for our losses or the losses of others due to any unauthorized use. We reserve the right to require you to alter your password if we have reason to believe your password has been compromised. Regardless, we may require you to change your password from time to time, and recommend that you do so whether you receive a notice from us or not.
You agree to abide by these Terms and our policies while using the Services. You agree that you shall not, either directly or indirectly:
Transfer your account or account information to another party without our prior written consent;Create deceptive accounts or more than one (1) account without our prior written approval;Use, reproduce, copy, modify, adapt, create derivative works from, publish, print, transmit, distribute, perform, display, sell, license, rebrand, or otherwise transfer: (a) any portion of the Services, artwork, or content made available through the Services without the owner’s express written permission; or (b) any artspecified copyrights or trademarks;
Frame, mirror, or otherwise simulate the appearance or function of the Services or any other user’s artwork or content or forge headers, icons or otherwise manipulate identifiers in order to disguise the origin of any artwork or content transmitted through the Services;
Decompile, disassemble or otherwise reverse engineer the Services or any portion thereof, or otherwise attempt to derive the source code or other trade secrets embodied in the Services;Remove any copyright, trademark or other proprietary rights notices contained in or on the Services or any artwork or content;
Impersonate any person or entity, including, but not limited to, our employees, representatives or users, or falsely state or otherwise misrepresent your affiliation with a person or entity;
Use any robot, spider, scraper or other automated means to access the Services for any purpose without our express written permission;
Interfere or attempt to interfere with the proper working of the Services or any activities conducted through them;
Bypass any measures we may use to prevent or restrict access to the Services; or
Circumvent or manipulate our transaction process.
You agree that we may, at any time and at our sole discretion, with or without cause or any notice to you, terminate these Terms, your access to the Services, and/or your Account, or suspend or block your access to the Services. You agree to be and shall still be liable for any breaches of these Terms and/or obligations incurred, arising from, related to, and/or resulting from your use of the Services. If you use the Services after termination of these Terms, that use shall constitute your agreement to the Terms then posted via the Services. With respect to removal or modification of Content previously posted via the Services, we may continue to exploit electronic or printed materials we have created, or developed specific plans to create, that contain such Content according to the terms contained herein or subject to agreements with licensors. We shall have no liability to you for any damages, loss of profits, or other claims arising from the termination or suspension of your access to the Services or your account. Except Terms that survive termination, or your actions or omissions which may otherwise incur ongoing liability for you, you may terminate these Terms at any time by terminating your use of the Services.
If you believe that your account has been erroneously or unfairly suspended or terminated, please contact us so we may further investigate. If you are still unsatisfied or feel that you have not been treated fairly, please contact us for further review.
If you access the Services through a mobile device, your wireless carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using the Services may be prohibited or restricted by your carrier, and the Services may not work with all carriers or devices.
If you communicate with us or the Services via email, mobile device, or other electronic means, you agree that we may communicate with you via any or all the same or similar means for the purpose of providing the Services, and that certain information about your usage of the Services may be communicated to us.
RESOLUTION OF DISPUTES
Governing Law and Jurisdiction
These Terms shall be governed by the laws of the State of New York, 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 New York County, New York, except as described in the Agreement to Arbitrate below or as otherwise mutually agreed by the parties.
We hope the Services meet or exceed your expectations, and that we provide excellent service. If you feel disappointed in some way, we are committed to working with you to reach a reasonable outcome that addresses your concerns. For any problem or dispute that you may have with us, you acknowledge and agree that you shall, contact us via firstname.lastname@example.org to describe to us the nature of your complaint or dissatisfaction. If your concerns not resolved satisfactorily within thirty (30) days after our receipt of your written description of it, you agree to the further dispute resolution provisions below. To the extent permitted by law, the informal resolution process described here is required before pursuing any other process, so please be sure contact us first.
Mutual Agreement to Arbitrate
TO UNDERSTAND YOUR RIGHTS, PLEASE READ THIS AGREEMENT TO ARBITRATE CAREFULLY. UNDER THIS AGREEMENT TO ARBITRATE, 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 SHALL BE ARBITRATED SUCH THAT YOU ARE AN INDIVIDUAL CLAIMANT (I.E. NOT AS A PROPOSED CLASS ACTION). REGARDLESS WHETHER OR NOT YOU OPT-OUT, YOU GIVE UP A RIGHT TO A TRIAL BY JURY. YOU AND WE UNDERSTAND THAT DURING ARBITRATION, DISCOVERY AND APPEAL RIGHTS ARE MORE LIMITED.
THE ARBITRATOR ALONE, AND NOT ANY FEDERAL, STATE, LOCAL, OR OTHER COURT OR AGENCY, SHALL 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 by us or through the Services, shall be final and binding arbitration. The exception(s) to binding arbitration shall apply 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 New York, NY. You and we acknowledge that this Agreement to Arbitrate affects interstate commerce and that the Federal Arbitration Act and federal arbitration law apply to arbitrations under this Agreement to Arbitrate (despite any other choice of law provision). As another 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.
Claims by Users in the United States
For users in the United States, the American Arbitration Association (AAA) shall conduct the arbitration under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. See the AAA's rules at adr.org/consumer, or call 1-800-778-7879. AAA's rules shall determine the payment of all filing, administration, and arbitrator fees.
Claims by Users outside the United States
For users outside of the United States, any controversy or claim arising out of or relating to these Terms, or the breach thereof, shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Expedited Procedures (“ICDR Expedited Procedures”). The arbitration shall be decided by a sole arbitrator appointed in accordance with the ICDR Expedited Procedures. The ICDR’s rules are available at https://www.icdr.org.
If you are from the European Union (“EU”) and purchased products, the EU Commission has created an internet platform for the online settlement of disputes. The platform serves as a contact point for out-of-court settlement of disputes concerning contractual obligations arising from online sales contracts. Further information is available at the following link: http://ec.europa.eu/consumers/odr. We are neither willing nor obliged to participate in a dispute resolution procedure before a consumer arbitration board.
Means and Fees
In the interest of efficiency and fairness, you and we agree that the arbitration proceeding shall 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 shall 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 shall be English or, for users who reside outside of the U.S., the official language of your jurisdiction. The arbitrator’s award shall be final and binding, and judgment may be entered upon it by any court having jurisdiction thereof. Each party shall have the right to use legal counsel in connection with arbitration at its own expense. If you initiate arbitration, we will reimburse you for filing, administration and arbitrator fees for claims totaling less than USD $10,000, unless the arbitrator determines the claims are frivolous. We shall not be held financially liable for, nor reimburse you for, costs incurred by you for legal counsel, travel or other out-of-pocket costs or expenses. Unless the arbitrator determines the claims are frivolous, we are unlikely to seek attorneys’ fees and costs in arbitration.
YOU HAVE A RIGHT TO OPT-OUT OF THIS AGREEMENT TO ARBITRATE. To opt-out of arbitration, send an email to email@example.com or by mailing us, postage prepaid, to nAscent Art New York, Inc.; 421 8th Avenue; Suite 7335; NY, NY 10001, Attention: Legal Department. Such opt-out must be given within the earlier of thirty (30) days of approving your first purchase of products on 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 shall be ineffective and this Agreement to Arbitrate shall remain in full force and effect, except as expressly provided above. If you opt-out of this Agreement to Arbitrate, we also shall not be bound by the terms of this Agreement to Arbitrate.
Waiver for Class Action
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION OR OTHER CLAIM UNDER THESE TERMS SHALL 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 SHALL BE PERMITTED. If this CLASS ACTION WAIVER is deemed unenforceable by a court of competent jurisdiction with respect to any particular claim otherwise subject to arbitration, then such claim SHALL not proceed in arbitration, and instead shall be resolved in a court of competent jurisdiction. If court proceedings occur, however, this Agreement to Arbitrate and this CLASS ACTION WAIVER still shall 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 ALSO AGREE THAT ANY CLAIM ARISING FROM USE OF THE SERVICES AND HEARD IN A COURT OF COMPETENT JURISDICTION SHALL 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 one (1) year after such claim or cause of action arose, or will be permanently barred after the passage of one (1) year.
Waivers and Disclaimers
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY WAIVE ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST US WITH RESPECT TO ANY ACTIVITIES, ARTWORK, CONTENT, ACTIONS OR INACTIONS OF ANY THIRD PARTY IN CONNECTION WITH THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY ILLEGAL, DEFAMATORY, OFFENSIVE, OR UNAUTHORIZED CONDUCT BY ANY USERS.
THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND WITH ALL FAULTS. WE CANNOT GUARANTEE CONTINUOUS OR SECURE ACCESS TO OR THAT THE SERVICES WILL BE ERROR FREE OR THAT ALL TRANSACTIONS WILL BE COMPLETED. THE OPERATION OF THE SERVICES MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. TO THE EXTENT LEGALLY PERMITTED, WE DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, TERMS AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY OF INFORMATION, QUIET ENJOYMENT, NONINFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF THE SERVICES.
You acknowledge and agree that any agreement you make with any third party party through the Services is strictly between you and that party and we are not a party to that agreement. If you have a dispute with another party, you hereby release us (and our affiliates, officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, liabilities, demands and damages (actual and consequential) of every kind and nature, known or unknown, arising out of or in any way connected with that dispute.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE ARE NOT AND SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF MONEY OR PROFITS, GOODWILL, DATA, ARTWORK, CONTENT OR REPUTATION, OR ANY PROPERTY DAMAGE OR PERSONAL INJURY WITHOUT REGARD TO THE FORM OF ACTION (INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTIONS) ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH, YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. YOU WAIVE ANY AND ALL CLAIMS, NOW KNOWN OR LATER DISCOVERED, THAT YOU MAY HAVE AGAINST US ARISING OUT OF YOUR USE OF THE SERVICES.
REGARDLESS OF THE PREVIOUS PARAGRAPH, IF WE ARE FOUND TO BE LIABLE, OUR LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO $100.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES. WHERE SUCH DISCLAIMERS AND EXCLUSIONS DO NOT APPLY TO YOU, THE SCOPE AND DURATION OF OUR WARRANTIES AND THE EXTENT OF OUR LIABILITY SHALL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.
You shall indemnify and hold us (and our officers, directors, agents, subsidiaries, joint ventures and employees) harmless from and against any and all claims, demands, liabilities, damages, losses, fines, and expenses (including but not limited to, reasonable attorneys’ fees and other professional fees and costs of investigation) arising from or in any way related to: (a) your artwork, content or use of the Services, including without limitation, your sale of any products; (b) your (or anyone using your account’s) breach of these Terms or any of our policies; or (c) your violation of any law or the rights of any third party, including without limitation, any intellectual property rights or privacy rights. You may not settle any claim in any manner that binds us without our express prior written consent. We may withhold any amounts due to you pending the resolution of any claim subject to this indemnity and may apply those amounts to the resolution of that claim.
We will be excused from performance of any obligations, duties, actions, or omissions under these Terms, to the extent it is prevented or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from (1) weather conditions or other elements of nature or acts of God, (2) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion, (3) quarantines or embargoes, (4) labor strikes, (5) other causes beyond our reasonable control, or (6) causes not reasonably foreseeable in the normal course of doing business. In the event that we are temporarily unable to ship to you a purchased item because of such an event, we will give you the option of deferring shipment or receiving a refund of your charges.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms. If any provision of these Terms is held to be invalid or unenforceable, that provision will be struck and the remaining provisions will be enforced. You may not assign or transfer your rights or obligations under these Terms. Any purported transfer or assignment in violation of the foregoing will be invalid. We may assign these Terms and our rights and obligations under them upon notice to you in accordance with the Notices provision. Headings are for reference purposes only and do not limit the scope or extent of any provision. Our failure or delay to exercise or enforce any right or provision of these Terms or any rights under applicable law will not constitute a waiver of any of those provisions or rights.
These Terms set forth the entire understanding and agreement between you and us with respect to the subject matter described in these Terms.
HOW TO CONTACT US
If you have any questions or comments about these Terms or the Services, please contact us by email at firstname.lastname@example.org.
You also may write to us at:
nAscent Art New York, Inc.; 421 8th Avenue; Suite 7335; NY, NY 10001