Artie
Artie

Artie, Inc. General Terms and Conditions

Last updated: March 10, 2022

These General Terms and Conditions (the “Terms,”) govern your relationship with Artie, Inc. (“Artie,” “we,” “our,” “ours,” and “us”) and govern your use of the Games, the Artie NFTs, and the Platform made available by us to you (collectively, the “Services”). By using our Services, you agree to these terms. In addition to these Terms, you agree to abide by our website’s Terms of Service (available at https://www.artie.com/terms-of-service), our Privacy Policy (available at https://www.artie.com/privacy-policy), and any supplemental rules, policies, or procedures for any specific Service that may be published from time to time, each of which is incorporated herein by reference. In the event of a conflict between these Terms and any other terms, rules, policies, or procedures published by Artie, these Terms shall govern. If you do not agree to these Terms, do not use our Services.

THIS AGREEMENT CONTAINS A BINDING INDIVIDUAL ARBITRATION AGREEMENT AND CLASS ACTION WAIVER IN SECTION 16. THIS AFFECTS YOUR RIGHTS WITH RESPECT TO ANY “DISPUTE” BETWEEN YOU AND ARTIE AND MAY REQUIRE YOU TO RESOLVE DISPUTES IN BINDING, INDIVIDUAL ARBITRATION, AND NOT IN COURT. PLEASE READ THIS ENTIRE AGREEMENT, INCLUDING THAT PROVISION, CAREFULLY.

If you have any questions about these Terms, our Services, or any other terms or conditions referenced herein, please contact us at legal@artie.com.

1. Certain Definitions

1.1 Capitalized terms shall have the meaning set forth in this Section.

1.2 “Art” means any art, design, drawing, illustration, image, vector, video, 3D asset, template asset, or other pictorial or graphic work associated with a Character (defined below).

1.3 “Artie NFT” means an NFT (defined below) created or issued by us that we may make available for users to buy, acquire, sell, own, or transfer.

1.4 “Character” means the unique digital character associated with an Artie NFT (defined below) that may be playable in Games (defined below).

1.5 “Games” means the interactive entertainment products, including but not limited to mobile and online games, offered by Artie and any derivative software products based on the foregoing. Each Game includes all of its constituent parts, including but not limited to all software code, titles, themes, objects, characters, names, dialogue, catch phrases, locations, stories, artwork, animation, concepts, sounds, audio-visual effects, methods of operation, and musical compositions that are related to the Game.

1.6 “NFT” means an Ethereum-based non-fungible token complying with the ERC-721 standard, ERC-1155 standard, or other similar non-fungible token standard, including non-fungible tokens minted on, or complying with, layer 2 protocols or technologies built on Ethereum.

1.7 “Platform” means Artie’s public-facing internet website, web applications, or digital applications made available for users to access and participate in Games and related activities.

2. Eligibility

2.1 You must be at least 18 years of age to use the Services. If you use the Services on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.

3. User Accounts

3.1 Registration. In order to access Games or other Services, we may require that you register an account and create a password for the account. To register an account, you may be asked to confirm your age and provide your email address, phone number, and/or social media username(s) (“Registration Data”). Registration Data is subject to the terms and conditions of our Privacy Policy (available at available at https://www.artie.com/privacy-policy). You may also be required to accept our website’s cookies.

3.2 Security. You are entirely responsible for maintaining the confidentiality of your account password. You further agree that you are entirely responsible for all activities conducted through your account and that you will notify Artie immediately if you suspect any unauthorized use of your account.

3.3 Eligibility. By registering an account and using the Services, you represent and warrant that: (i) all Registration Data that you submit is truthful and accurate; (ii) you are 18 years of age or older, and (iii) your use of the Services will not violate any applicable law or regulation, these Terms, or any other rules, policies, or notices published by Artie; (iv) you are not an specifically prohibited by Artie from registering an account or using the Services. Your account may be deleted and your access to the Services terminated without warning if we believe that you are under the age of consent for your country/region. You have no property or ownership rights or interest whatsoever in your account. You may not share, sell, transfer, or allow any other person to access your account or Registration Data or offer to do so.

4. Artie NFTs, Characters, and Art

4.1 As part of our Services, we may make Artie NFTs available for users to buy, sell, or transfer, including through a third party NFT sales platform or marketplace (e.g., OpenSea), or to acquire through skill-based challenges in our Games or through giveaways. You own an Artie NFT if you have purchased or otherwise rightfully acquired the Artie NFT from the prior Artie NFT owner (which may be Artie in some cases) and proof of your acquisition is recorded and verified on the Ethereum blockchain. An Artie NFT may be associated with a specific Character and may confer additional benefits related to our Services, such as the ability to play as the Character in Games, early access to Games, and access to certain social media communities and channels. When you own an Artie NFT, you own only the NFT (i.e., the digital token recorded on the Ethereum blockchain); you do not own the Art, the Character, or any associated intellectual property.

4.2 Upon the transfer of an Artie NFT from a non-Artie owner (the “Artie NFT Transferor”) to a different owner (the “Artie NFT Transferee”), any rights, benefits, or interests associated with that Artie NFT and conferred by Artie shall be terminated with respect to the Artie NFT Transferor. Any rights, benefits, or interests associated with such Artie NFT shall only be conferred to the Artie NFT Transferee upon the Artie NFT Transferee’s acceptance of these General Terms.

4.3 In any sale or transfer of an Artie NFT conducted without Artie’s involvement, the Artie NFT Transferor shall be responsible for presenting these General Terms to the Artie NFT Transferee for acceptance.

5. Intellectual Property Ownership

5.1 Artie’s Ownership. You acknowledge and agree that we (or, as applicable, our licensors) own all legal right, title and interest in and to all elements of the Art, Characters, Games, and Platform (collectively, “Artie Materials”). You acknowledge that the Artie Materials are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Artie Materials are the intellectual property of us or our licensors, and all trademarks, service marks, and trade names associated with Artie are proprietary to us or our licensors.

6. User License

6.1 License to Services. Subject to your acceptance of, and compliance with, these Terms, Artie grants you a limited, personal, non-exclusive, non-transferable, non-assignable, fully revocable license to use the Services solely for your individual and non-commercial use.

6.2 License to Art and Characters. Subject to your acceptance of, and compliance with, these Terms, if you own an Artie NFT, Artie grants you a limited, non-exclusive, non-transferable, license to use, copy, and display the Art and Character associated with that Artie NFT and to create derivative works of the Art and Character, subject to the limitations described below in Section 6.2.1 and provided that your ownership of that Artie NFT must at all times be cryptographically verifiable on the Ethereum blockchain.

6.2.1 Commercial Use. Your license provided by Section 6.2 permits you to engage in commercial use of the licensed Art and Character; provided that, if you are a corporation with 100 or more employees and you generate more than $25,000,000 annually in gross revenue, then you must enter a commercial license with Artie to engage in commercial use of the licensed Art and Character. Violation of this Section 6.2.1 shall constitute a material breach of these Terms. Upon such breach, Artie reserves all rights to seek all available legal remedies and immediately terminate the licenses granted above, and you will be liable and responsible for reimbursing Artie for any costs and expenses incurred by us for enforcing these Terms (including attorney’s fees).

7. Prohibited Conduct and Content

7.1 You agree not to engage in any of the following conduct (each a “Prohibited Activity”) with respect to the Services:

7.1.1 Violate any applicable law, contract, intellectual property right or other third-party right or commit a tort; 7.1.2 Posting any content that is abusive, harassing, profane, hateful, obscene, sexually explicit, or is otherwise reasonably objectionable; 7.1.3 Use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner; 7.1.4 Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services; 7.1.5 Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Services; 7.1.6 Creating, offering, using, promoting, distributing, or making available any cheats, bots, hacks, or device, software, code, or program not expressly authorized by Artie that grants any user an advantage over other users not using such methods; 7.1.7 Bypass or ignore instructions contained in our robots.txt file; or 7.1.8 Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

7.2 Enforcement of this Section 7 is solely at Artie’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 7 does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.

7.3 If you engage in any of the Prohibited Activities, we may, at our sole and absolute discretion, without notice or liability to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account and/or access to Services. If you own an Artie NFT and your ownership is cryptographically verified on the Ethereum blockchain, then Artie will have no ability to control the NFT or otherwise restrict your ability to transfer the NFT using the blockchain.

8. Termination

8.1 Artie may, at any time and at its sole discretion, suspend, terminate, deactivate, and delete your account, or suspend, terminate, or discontinue your access to or any part of the Services with or without notice to you for any reason or for no reason at all, including without limitation if: (i) you breach any provision of these Terms; (ii) you infringe any intellectual property rights; (iii) we are unable to verify or authenticate any information you provide to us; (iv) you in engage in any Prohibited Activity; (v) we stop offering the Services; or (vi) doing so would be in the best interest of Artie, a third party, or our community.

8.2 Upon termination of your account or discontinuation of your access to any part of the Services, all rights granted to you with respect thereto under these Terms will immediately terminate with no further obligations or liability to you. You acknowledge and agree that except as prohibited by law, you will not be entitled to any refunds and Artie will have no liability to you. For clarity, if your account is terminated or your access to any part of the Services is discontinued, you will remain the owner of any Artie NFT you lawfully acquired and Artie has no ability control or restrict the transfer of such NFT.

8.3 Survival after Termination. The following Sections will survive termination of your account or discontinuation of your access to any part of the Services: Section 9 (Disclaimer and No Warranties), Section 10 (Indemnification), Section 11 (Limitation of Liability), Section 12 (Release), Section 13 (Assumption of Risk), Section 16 (Dispute Resolution and Binding Arbitration), and Section 19 (Feedback).

9. Disclaimers and No Warranties

9.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THAT ALL SERVICES AND ARTIE NFTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ARTIE AND OUR LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING ANY PART OF THE SERVICES AND ARTIE NFTS (INCLUDING, WITHOUT LIMITATION, THE PLATFORM OR ANY SMART CONTRACTS), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ARTIE AND OUR LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE SERVICES OR ARTIE NFTS WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE SERVICES OR ARTIE NFTS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR (INCLUDING ANY BLOCKCHAIN CODE ERRORS), (III) USAGE DATA PROVIDED THROUGH THE SERVICES OR ARTIE NFTS WILL BE ACCURATE, (IV) THE SERVICES OR ARTIE NFTS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (V) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE SERVICES WILL BE SECURE.

9.2 YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT ARTIE HAS NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY.

9.3 EXCLUDING ARTIE NFTS, YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES DOES NOT CONFER ON YOU ANY INTEREST, MONETARY OR OTHERWISE, IN ANY ASPECT OR FEATURE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY REWARDS, PRIZES ACHIEVEMENTS, LEVELS, IN-GAME CURRENCY, OR IN-GAME ITEMS.

9.4 ARTIE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE ETHEREUM NETWORK OR ANY ETHEREUM WALLET OR OTHER ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (i) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (ii) SERVER FAILURE OR DATA LOSS; (iii) CORRUPTED WALLET FILES; OR (iv) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM, ETHEREUM NETWORK, OR ANY ETHEREUM WALLET OR OTHER ELECTRONIC WALLET.

9.5 ARTIE NFTS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM. ARTIE HAS NO CONTROL OVER AND MAKES NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS.

9.6 ARTIE IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE ETHEREUM NETWORK OR ANY ETHEREUM WALLET OR OTHER ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE ETHEREUM NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.

10. Indemnification

10.1 To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Artie and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “Artie Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Services or Artie NFTs; (b) your Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services or Artie NFTs. You agree to promptly notify Artie Parties of any third-party Claims, cooperate with Artie Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys’ fees). You also agree that the Artie Parties will have control of the defense or settlement, at Artie’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Artie or the other Artie Parties.

11. Limitation of Liability.

11.1 To the fullest extent permitted by applicable law, Artie and the other Artie Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if Artie or the other Artie Parties have been advised of the possibility of such damages.

11.2 The total liability of Artie and the other Artie Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the greater of $100 or the amount paid by you to use our Services.

11.3 The limitations set forth in this Section 11 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Artie or the other Artie Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

12. Release

12.1 o the fullest extent permitted by applicable law, you release Artie and the other Artie Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor 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.”

13. Assumption of Risk

13.1 You acknowledge and assumes the risks associated with acquiring blockchain-based assets, such as NFTs, including but not limited to the risks specifically identified below.

13.1.1 Value and Volatility. The prices of collectible blockchain-based assets, including NFTs, are extremely volatile and subjective. Collectible blockchain-based assets have no inherent or intrinsic value. Fluctuations in the price of other assets could materially and adversely affect the value of blockchain-based assets. Artie cannot and does not guarantee that any Artie NFT retain its original value, as the value of collectibles is inherently subjective and extrinsic factors may materially impact the asset’s value and desirability. 13.1.2 Inherent Risks with Blockchain-based Assets. There are risks associated with using blockchain-based based assets, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within a wallet. You accept and acknowledge that Artie will not be responsible for any communication failures, disruptions, errors, distortions or delays associated with using a blockchain, however caused. 13.1.3 Regulatory Uncertainty. The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain and new regulations or policies may materially adversely affect the potential value or utility of blockchain-based assets, such as NFTs.

14. Changes to these Terms

14.1 Artie may update, amend, alter, or modify these Terms in the future. You agree that Artie may make changes to these Terms at any time and for any reason at its sole discretion. If we make material changes to these Terms, we will notify you and give you an opportunity to review the new Terms that will supersede and replace these Terms. Your continued use of the Services after notice of changes to these Terms will mean that you accept any and all of such changes. If you do not agree to the amended Terms, you must stop using our Services.

15 Changes to Services

15.1 Artie may update, amend, alter, change, or stop the Services, or any part of them, from time to time without prior notice to you.

15.2 Artie does not have any maintenance, update, or support obligations with respect to the Services. You agree that our updates to Services may change the requirements necessary to use the Services and agree that in such an event you are responsible for any necessary actions, including but not limited to software or hardware, to access and use the Services.

15.3 We are not responsible for any loss or harm related to your inability to access or use our Services.

16. Dispute Resolution and Binding Arbitration

16.1 Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Artie and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.

16.2 No Representative Actions. You and Artie agree that any dispute arising out of or related to these Terms or our Services is personal to you and Artie and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

16.3 Arbitration of Disputes. Except for small claims disputes in which you or Artie seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Artie seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, you and Artie waive your rights to a jury trial and to have any other dispute arising out of or related to these Terms, our Services, or Artie NFTs, including claims related to privacy and data security, (collectively, “Disputes”) resolved in court. Instead, for any Dispute that you have against Artie you agree to first contact Artie and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Artie by email at legal@artie.com or by certified mail addressed to Artie, Inc., 8605 Santa Monica Blvd, PMB 33513, West Hollywood, California 90069-4109. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the Dispute; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Artie cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All Disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in San Francisco County, California or may be conducted telephonically or via video conference for disputes alleging damages less than $5,000, unless you are a consumer, in which case you may elect to hold the arbitration in your county of residence. For purposes of this Section 16, a “consumer” means a person using the Services for personal, family or household purposes. You and Artie agree that Disputes will be held in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.

16.4 You and Artie agree that these Terms affect interstate commerce and that the enforceability of this Section 16 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

16.5 The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. The arbitrator, Artie, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including information gathered, prepared and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

16.6 You and Artie agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $250 if you are a consumer), and Artie will pay the remaining JAMS fees and costs. For any arbitration initiated by Artie, Artie will pay all JAMS fees and costs. You and Artie agree that the state or federal courts of the State of California and the United States sitting in San Francisco County, California have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

16.7 Any dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and Artie will not have the right to assert the claim.

16.8 You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 16 by contacting Artie at legal@artie.com. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 17.

16.9 If any portion of this Section 16 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 16 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 16; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 16 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 16 will be enforceable.

17. Governing Law and Venue

17.1 Any dispute arising from these Terms, your use of the Services, or Artie NFTs will be governed by and construed and enforced in accordance with the laws of California, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of California and the United States, respectively, sitting in San Francisco County, California.

18. Severability

18.1 If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

19. Feedback

19.1 You may voluntarily post, submit or otherwise communicate to us, including through third party channels (e.g., Discord), any questions, comments, suggestions, ideas, original or creative materials or other information about Artie or our Services (collectively, “Feedback”). By posting or submitting any Feedback to us, you hereby irrevocably grant to Artie a worldwide, perpetual, irrevocable, royalty-free, and fully sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Feedback (in whole or in part) in any media and to incorporate the Feedback into other works in any format or medium now known or later developed. You understand that Artie may treat Feedback as nonconfidential.

20. Third Party Content.

20.1 We may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. Artie does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.

21. Assignment

21.1 Except as otherwise provided herein, the Terms and the rights granted herein are personal to you and may not be assigned. Artie may transfer or assign any rights in any of the Services, in whole or in part, to third parties of our choosing.

22. Data Use and Privacy Policy

22.1 In order for us to provide the Services, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.

22.2 Our Privacy Policy (available at https://www.artie.com/privacy-policy) describes the ways we collect, use, store and disclose your personal information. You agree to the collection, use, storage, and disclosure of your data in accordance with our Privacy Policy.

23. Miscellaneous

23.1 The failure of Artie to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically.