Artoh, Inc. (“Artoh,” “we,” “us,” or “our”) provides our services (described below) and related materials to you through our website(s)located at https://www.artoh.com/ (the “Site”) and through our [mobile applications and related technologies (“Mobile Apps”, and collectively, such MobileApps and] the Site, including any updated or new features, functionality and technology, the “Service”). All access and use of the Service is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these “Terms of Service”). By accessing, browsing, or otherwise using the Site,Mobile Apps, or any other aspect of the Service, you acknowledge that you hav e read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Service.
In this Agreement, “you” and “your” will refer to you. If you are registering for an Artoh account or using the Artoh Site on behalf of an entity or other organization, you are agreeing to these Terms for that entity or organization and representing to Artoh that you have the authority to bind that entity or organization to these Terms (and, in which case, the terms “you” and “your” will refer to that entity or organization). The exception to this is if that organization has a separate written contract with Artoh covering one or more accounts and use of Service, in which case that contract will govern the Artoh Site with respect to those accounts only and those components of the Service covered by such contract.
We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms ofService were last revised. You may read a current, effective copy of these Terms of Service by visiting the “Terms of Service” link on the Site. We will also notify you of any material changes, either through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the newTerms of Service. You should periodically visit this page to review the currentTerms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use(or continue to access, browse, or use) the Service.
Access and Use of the Service
Service Description:The Service is designed to help eCommerce businesses manage cash flow, track KPIs, pay bills, and streamline bookkeeping. With features such as real-time financial visibility, centralized KPI monitoring, virtual cards for advertising campaigns, automated bookkeeping, and effortless bill payment, Artoh simplifies financial management and helps businesses save time and resources. The Service is also designed to link your existing third-party financial tools and platforms to the Service; track your cash balance, profit, and loss over time; and alert you of any changes to your financial situation. Further, Artoh may offer management of financial accounts and physical or virtual payment cards issued by an issuing bank through your Artoh account and the Service.
Eligibility:This is a contract between you and Artoh. You must read and agree to these terms before using the Services. If you do not agree, you may not use the Services. You may only apply for an Artoh account and use the applicable services if you're a legal entity that's formed and registered in the United States, and if you can form a binding contract with Artoh. You may only use the Services in compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations. Except with respect to access to our Site, any use of or access to the Services for consumer or non-commercial purposes by any individual who is not your employee, contractor, agent, or other individual permitted to use your Account on your behalf("User") is strictly prohibited and in violation of this Agreement.
Only companies organized and registered in the United States (e.g., C-corps, S-corps, LLCs, or LLPs) may apply for an Artoh Account and use the Services. Individual consumers, sole proprietors, unincorporated partnerships, and companies organized and/or registered outside the United States, are not permitted to use or attempt to open or use an Artoh Account or the Services. Company must be duly organized and remain in good standing under the laws of its jurisdiction of organization at all times.
Company’s Artoh Account is commercial in nature, and you acknowledge and understand that certain consumer protection laws (including the Electronic Funds Transfer Act or Regulation E) and consumer-specific rules (including NACHA rules specific to consumers) do not apply to your use of the Services and transactions you may conduct using your Artoh Account.
- Representations of Natural Person Applicant and CompanyBy submitting an application for an Artoh Account, the Natural Person Applicant represents and warrants in an individual capacity and as an authorized representative of Company that:
- Required InformationYou must provide Company Data to apply for and maintain an Artoh Account and to access the Services. Company Data may include registered business name, business address, ownership details, contact information including email and phone number, tax identification number, the nature of the business, financial information, details for your Linked Accounts and External Accounts, and other business or personal information that we may require or request from time to time.
You may also be asked to provide certain Personal Data including the names, contact information, personal addresses, social security numbers, and dates of birth of Administrators, Users, Beneficial Owners, and Control Persons. We may also require that you provide certain documentary information used to verify Company Data and Personal Data such as organizational documents and certificates of registration, proof of address, or personal identification.
You will keep Company Data and each User’s Personal Data current, complete, and accurate in your Artoh Account at all times. We may require additional information from you at any time, including Company Data and Personal Data to assess Company’s financial condition and business risks, for verification purposes, or for other legitimate business purposes.
You must connect at least one Linked Account to your Artoh Account. All Linked Accounts must be business accounts rather than consumer accounts. You authorize us to verify that the account details you provide for your Linked Accounts and External Accounts are correct, the Linked Accounts belong to you, and proper authorization is received for any External Accounts.
- Verification and validation of informationArtoh, its Service Partners, and Third-Party Service Providers rely on the accuracy of the information you provide when opening and maintaining your Artoh Account. You may be required to verify information previously provided or provide additional information in the course of applying for or receiving certain Services.
You acknowledge that you have obtained or will obtain appropriate consent and authorization of any person whose Personal Data you provide before sharing such data with Artoh.
We may approve or deny your application for an Artoh Account or a particular Service or grant you or anyone seeking to access your account with your authorization provisional, limited access while your application is pending additional review. We may deny your application, interrupt provision of the Services or access to you, any Entity or any User, or suspend or close your Artoh Account where, in our sole determination, the information you provided is incomplete, inaccurate, or out of date.
Account Use Restrictions:
Your Artoh Account and the Services may not be (a) used for any purpose that is unlawful or prohibited by this Platform Agreement, (b) used for any personal, family, or household use, (c) used for any transaction involving any Prohibited Activities, (d) provided to or used for any transaction involving an individual, organization, country, or jurisdiction that is blocked or sanctioned by the United States, including those identified on any lists maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) or the U.S. Department of State, (e) used or accessed by third parties who are not Company or entity employees, contractors, or agents or who are otherwise unaffiliated with Company, (f) copied, modified, adapted or used to create derivative works of or republish the Services; (g) reverse engineered, decompiled, disassembled, or otherwise used to attempt to derive the source code of the Services; (h) accessed or used for purposes of comparison with or benchmarking against third party products or services or in order to build similar services or competitive services; (i) used to act as a service bureau; (j) used to gain or attempt to gain unauthorized access to the Services; or (k) used for any purpose not related to the business of Company or an Entity.
We will not approve and may terminate Artoh Accounts that we know or believe are engaged in any Prohibited Activities or otherwise do not comply with the restrictions in this section, as determined in Artoh’s sole discretion. Artoh may limit Company’s or other authorized parties’ use of or access to certain Services or require that you provide additional information to open or maintain your Artoh Account where Company or an Entity is engaged in Restricted Activities, as determined in Artoh's sole discretion.
We may update the lists of Prohibited Activities or Restricted Activities at any time. You agree to review these lists regularly and contact us with any questions you have about how these lists may apply to Company's or an Entity’s business. You agree to pay all Fines assessed against Artoh for violations of the restrictions and requirements of this section or any use of your Artoh Account in connection with any Prohibited Activities or Restricted Activities. Member Account, Password and Security: As part of the registration process, you will identify an administrative user name and password for your Artoh account. You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Artoh 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 Service. Artoh will not be liable for any loss or damage arising from your failure to comply with this paragraph.
Modifications to Service: Artoh reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Artoh will not be liable to you or to any third party for any modification, suspension or discontinuance of theService.
General Practices Regarding Use and Storage: You acknowledge that Artoh may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other materials will be retained by the Service and the maximum storage space that will be allotted on Artoh’s or its third-party service providers’ servers on your behalf. You agree that Artoh has no responsibility or liability for the deletion or failure to store any data or other materials maintained or uploaded by the Service. You acknowledge that Artoh reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Artoh reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Conditions of Access and Use
User Conduct: You are solely responsible for all data, information, text, software, music, sound, video, images, photographs, graphics, messages, and other materials (“materials”) that you make available to Artoh or others, including by uploading, posting, transmitting, publishing, connecting to a third party platform, displaying, or otherwise providing (hereinafter, “upload(ing)”) via the Service (collectively,“Materials”). The following are examples of the kinds of materials and/or uses that are illegal or prohibited by Artoh.Artoh reserves the right to investigate and take appropriate legal action against anyone who, in Artoh’s sole discretion, violates this provision, including removing the offending materials from the Service, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities. You agree to not use theService to:
a) email or otherwise upload any materials that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii)contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,”or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable; or (vii) in the sole judgment of Artoh, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Artoh or its users to any harm or liability of any type;
b) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;
c) violate any applicable local, state, national, or international law, or any regulation shaving the force of law; d) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
e) solicit personal information from anyone under the age of 18;
f) harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
g) advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
h) further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
i) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service;
j) circumvent, remove, alter, deactivate, degrade, or thwart any of the materials protections in or geographic restrictions on any materials (including Service Content (as defined below)) available on or through the Service, including through the use of virtual private networks;
k) engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. If you are blocked by Artoh from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network);
l) fulfill or further any personal, family, or household use;
m) fulfill or further any purpose not related to your business;
n) provide to, or use for any transaction involving, an individual, organization, country, or jurisdiction that is blocked or sanctioned by the United States, including those identified on any lists maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) or the U.S. Department of State; or
o) allow third parties who are not your employees, contractors, or agents or who are otherwise unaffiliated with you to use the Service.
Competitors: No employee, independent contractor, agent, or affiliate of any company that offers any products or services competitive to the Service is permitted to view, access, or use any portion of theService without express written permission from Artoh. By viewing, using, or accessing the Service, you represent and warrant that you are not a competitor of Artoh or any of its affiliates, or acting on behalf of a competitor of Artoh in using or accessing the Service. Fees:To the extent the Service or any portion thereof is made available for any fee, you may be required to select a payment plan and provide information regarding your credit card or other payment instrument. You represent and warrant to Artoh that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with Artoh or the Payment Processor (as defined below), as applicable, of any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Artoh the amount that is specified in the payment plan in accordance with the terms of such plan and these Terms of Service. If you dispute any charges you must let Artoh know within sixty (60) days after the date that Artoh charges you. We reserve the right to change Artoh’s prices. If Artoh does change prices, Artoh will provide notice of the change through the Service user interface, a pop-up notice, email, or through other reasonable means, at Artoh’s option, at least thirty (30) days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. You will be responsible for all taxes associated with the Service, other than taxes based on Artoh’s net income. We may report your payment history and performance to one or more credit reporting agencies.
Authorization to Charge Payment Methods onFile: You authorize us to charge any payment method we have on file for you in the amount of any Losses we may incur related to any transaction you may enter into through, from or adjacent to the Service, to fund the Reserve, or any other amount you owe us. To execute such charges, you expressly authorize us to (a) initiate individual or reoccurring debit entries to any bank account we have on file for you (e.g., ACH debits) and (b) charge any credit or debit card account we have on file for you. If any debit entry or charge is rejected, you agree to immediately pay the amount due directly to us and authorize us to initiate other debit entries and charges at any time and from time to time in any amount up to the amount due until the amount due is paid in full. We are not responsible for any amount you may incur from our charges, including overdraft and over limit fees. Payment methods we have on file for you include payment methods you identify to us and payment methods we identify on our own. For purposes of this and the next section, “Losses”include chargebacks, refunds, returns, shortfalls, adjustments, settlements, losses, liabilities, damages, fines, penalties, fees, costs and expenses.
Reserve: We may withhold funds from payments (including payment processor payouts) to you and/or designate an amount of funds that you must maintain in a reserve account held by us (“Reserve”) to pay any actual or potential Losses we believe we may incur related to your transactions, your use of the Services, your business, or to secure the performance of your obligations under any agreement between you and us, including these Terms ofService. The Reserve will be in an amount determined by us in our sole discretion to cover actual or potential Losses we may incur and current, past and future obligations you may owe us. The Reserve may be raised, reduced or removed at any time by us, in our sole discretion. If you do not have sufficient funds in your Reserve, we may fund the Reserve from any payment method we have on file for you. You grant us a security interest in and lien on any and all funds held in the Reserve, and also authorize us to make any withdrawals or debits from the Reserve, and charge any payment method we have on file for you, to cover any Losses, obligations and amounts you owe us. You will execute any documents required by us to perfect our security interest in any funds in the Reserve or requested by us in connection with the Reserve.
Cancellations:You may cancel your account through the online cancellation feature in the product's settings page or by emailing us at: email@example.com.
Commercial Use: Your use of the Service is commercial in nature, and you acknowledge and understand that certain consumer protection laws (including the Electronic Funds Transfer Act or Regulation E)and consumer-specific rules (including NACHA rules specific to consumers) do not apply to transactions you make through the Service or any other use of theService by you. Notification of Corporate and Business Changes: To the extent you are an entity or other organization, you must be duly organized and remain in good standing under the laws of your jurisdiction of organization at all times. You will promptly notify Artoh in writing if any of the following occur:
Mobile Services: TheService includes certain services that are available via a mobile device, including (i) the ability to upload materials to the Service via a mobile device, (ii) the ability to browse the Service and the Site from a mobile device, and (iii) the ability to access certain features and materials through MobileApps (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding Artoh and other entities by SMS, MMS, text message, or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Artoh account information to ensure that your messages are not sent to the person that acquires your old number.
Ownership;Restrictions:The technology and software underlying the Service or distributed in connection there with are the property of Artoh, its affiliates, and its licensors. You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in theSoftware. Any rights not expressly granted herein are reserved by Artoh. Special Notice for International Use; ExportControls: Artoh is headquartered in the United States. If you access or use the Service from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.
[Third-PartyDistribution Channels: Artoh offers Software that maybe made available through the Apple App Store, the Google Play Store, or other distribution channels (“Distribution Channels”). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of theDistribution Channel. These Terms of Service are between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third-party products and services in connection with your use of the Service, you agree to comply with all applicable terms of any agreement for such third-party products and services.
Apple-Enabled Software:With respect to Mobile Apps that are made available for your use in connection with an Apple-branded product (the, “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms of Service, the following terms and conditions apply:
Google-SourcedSoftware: The following applies to any Mobile App you download from the Google Play Store (“Google SourcedSoftware”): (a) you acknowledge that these Terms of Service are between you and Artoh only, and not with Google, Inc. (“Google”); (b) your use of Google-Sourced Software must comply withGoogle’s then-current Google Play Terms of Service; (c) Google is only a provider of Google Play where you obtained the Google-Sourced Software; (d) Artoh, and not Google, is solely responsible for Artoh’s Google-Sourced Software; (e)Google has no obligation or liability to you with respect to Google-SourcedSoftware or these Terms of Service; and (f) you acknowledge and agree thatGoogle is a third-party beneficiary to these Terms of Service as it relates to Artoh’s Google-Sourced Software.
Intellectual Property Rights
Service Content: You acknowledge and agree that the Service may contain materials or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Artoh, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own Materials (as defined below) that you upload to or make available through the Service in accordance with these Terms of Service. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.
Trademarks: The Artoh name and logos are trade marks and service marks of Artoh (collectively the “Artoh Trademarks”). Other company, product, and service names and logos used and displayed via theService may be trademarks or service marks of their respective owners who mayor may not endorse or be affiliated with or connected to Artoh. Nothing in theseTerms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Artoh Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Artoh Trademarks will inure to our exclusive benefit.
Artoh may publicly reference you as an Artoh customer on our website or in other communications.We will not express any false endorsement or partnerships. You grant Artoh a limited license to use your trademarks or service marks for this purpose.Please notify us if you prefer that Artoh not identify you as an Artoh customer, and Artoh will remove references to you on our website or in other communications.
Third-Party Material: Under no circumstances will Artoh be liable in any way for any materials or materials of any third parties (including users), including for any errors or omissions in any materials, or for any loss or damage of any kind incurred as a result of the use of any such materials. You acknowledge that Artoh does not pre-screen materials, but that Artoh and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any materials that is available via the Service. Without limiting the foregoing, Artoh and its designees will have the right to remove any materials that violates these Terms of Service or is deemed by Artoh, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any materials, including any reliance on the accuracy, completeness, or usefulness of such materials.
Materials: You represent and warrant that you own all right, title and interest in and to such Materials, including all copyrights and rights of publicity contained therein. You hereby grant Artoh and its affiliated companies, successors, and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sub-licensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your Materials in connection with the operation and improvement of the Service. You assume all risk associated with your Materials and the transmission of your Materials, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your Materials.
Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Submissions”), provided by you to Artoh are non-confidential and Artoh will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.
You acknowledge and agree that Artoh may preserve Materials and may also disclose Materials if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Service;(c) respond to claims that any materials violates the rights of third parties; or (d) protect the rights, property, or personal safety of Artoh, its users, or the public. You understand that the technical processing and transmission of the Service, including your Materials, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
DMCA: TheDigital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. Artoh will promptly process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Artoh’s Copyright Agent at artoh.com (subjectline: “DMCA” Takedown Request”). You may also contact us by mail at:
Attention: Copyright Agent
160 Madision Ave #2151
New York, NY 10016
Notice: To be effective, the notification must be in writing and contain the following information:
Counter-Notice: If you believe that the relevant materials that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use such materials, you may send a written counter-notice containing the following information to the Copyright Agent:
If a counter-notice is received by the Copyright Agent, Artoh will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed materials or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the materials provider, member or user, there moved materials may be replaced, or access to it restored, in 10 to 14business days or more after receipt of the counter-notice, at Artoh’s sole discretion.
Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Artoh has adopted a policy of terminating, in appropriate circumstances and at Artoh's sole discretion, members who are deemed to be repeat infringers. Artoh may also at its sole discretion limit access to the Site and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Third-Party Services and Websites
Integrations: You may use the Service to interact with Third-Party Services with which you have an account. If you choose to integrate the Service with those Third-Party Services, you will ensure that the integration does not conflict with the Third-Party Service’s terms and conditions. Further, some Third-Party Services may require you or Artoh to provide certain Materials that we are processing on your behalf back to the Third-PartyService. In these cases, we consider your request to integrate with the Third-PartyService as instruction to provide this Materials to the Third-Party Service according to the Third-Party Service’s terms and conditions. If you do not want this Materials to be provided to the Third-Party Service, please immediately send to us a request to suspend the integration with the respective Third-Party Service for your Artoh account.
IndemnificationTo the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Artoh, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Artoh Parties”)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 your use of the Service, any Materials, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of another. Artoh will provide notice to you of any such claim, suit, or proceeding. Artoh reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Artoh’s defense of such matter. You may not settle or compromise any claim against the Artoh Parties without Artoh’s written consent.
Disclaimer of WarrantiesYOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE”BASIS. THE ARTOH PARTIES EXPRESSLY DISCLAIM 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.
THE ARTOH PARTIES MAKENO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICEWILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAYBE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; (E) THERE LIABILITY OF ANY FINANCIAL INFORMATION BASED ON INFORMATION SUBMITTED OR MADE AVAILABLE BY YOU; OR (F) SPECIFIC MERCHANTS WILL PERMIT PURCHASES USING CARD SISSUED BY AN ISSUER.
Limitation of LiabilityYOU EXPRESSLY UNDERSTAND AND AGREE THAT THE ARTOH PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE ARTOH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE,STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TOUSE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE;(C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D)STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE ARTOH PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID ARTOH IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DONOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY,SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BEEN FORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OFTHE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY ISTO DISCONTINUE USE OF THE SERVICE.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “INDEMNIFICATION”, “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD ASIS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THE SESECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
Dispute Resolution ByBinding Arbitration
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
a. Agreement to ArbitrateThis Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the“Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Artoh, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, 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.Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Artoh are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
b. Prohibition of Class and Representative Actions andNon-Individualized ReliefYOU AND ARTOH AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND ARTOH AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAYNOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY,INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR ANDTHE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
c. Pre-Arbitration Dispute Resolution Artoh is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at firstname.lastname@example.org. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Artoh should be sent to 169 Madison Ave #2151, New York, NY 10016[ 2] (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Artoh and you do not resolve the claim within sixty (60) calendar days after theNotice is received, you or Artoh may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Artoh or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Artoh is entitled.
d. Arbitration ProceduresArbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s(“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules(collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of thisArbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under theseTerms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless Artoh and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Artoh agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
e. Costs of ArbitrationPayment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this ArbitrationAgreement. To the extent any ArbitrationFees are not specifically allocated to either Artoh or you under the AAA Rules, Artoh and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of anyArbitration Fees, Artoh will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Artoh will pay as much of theArbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
f. ConfidentialityAll aspects of thearbitration proceeding, and any ruling, decision, or award by the arbitrator,will be strictly confidential for the benefit of all parties.
g. SeverabilityIf a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and RepresentativeActions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention ofthe invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and RepresentativeActions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.
h. Future Changes toArbitration AgreementNotwithstanding any provision in these Terms of Service to the contrary, Artoh agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Artoh written notice within thirty (30)calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).
TerminationYou agree that Artoh, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any materials within theService, for any reason, including for lack of use or if Artoh believes that you have violated or acted inconsistently with the letter or spirit of theseTerms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service, may be referred to appropriate law enforcement authorities. Artoh may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with o r without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that Artoh may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Artoh will not be liable to you or any third party for any termination of your access to the Service.
Other Actions Artoh MayTakeIf Artoh believes that you have violated or acted inconsistently with the letter or spirit of theseTerms of Service, Artoh may, in addition to or instead of terminating your account, with or without notice:
User DisputesYou agree that you are solely responsible for your interactions with any other user in connection with the Service, and Artoh will have no liability or responsibility with respect thereto. Artoh reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.GeneralThese Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and Artoh governing your access and use of the Service, and supersede any prior agreements between you and Artoh with respect to theService. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party materials or third-party software.These Terms of Service will be governed by the laws of the State of New York with out regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Artoh submit to the personal and exclusive jurisdiction of the state and federal courts located within New York. The failure of Artoh to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of theService or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of theseTerms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms ofService without the prior written consent of Artoh, but Artoh may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words “include” and“including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to you may be made via either email or regular mail. TheService may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on theService. Artoh will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Artoh’s reasonable control.
U.S. Government Restricted RightsThe Service is made available to the U.S. government with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR252.227-7013 et seq. or its successor. Access or use of the Service (including the Software) by the U.S. government constitutes acknowledgement of our proprietary rights in the Service (including the Software).
Questions? Concerns? Suggestions?
Please contact us at email@example.com to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.