1. Basic Terms

• If you are using our Services on behalf of a company or other entity, you represent and warrant that you are at least eighteen (18) years old, and that you are authorized to bind that company or other entity to these Terms, in which case the terms “you” and “your” in these Terms will refer to that entity. Arta assumes no responsibility for liabilities related to age misrepresentation.
• For information about our privacy practices, please see our Privacy Policy, which can be viewed at https://www.arta.io/privacy. Our Privacy Policy is incorporated into and considered part of these Terms. By accessing or using our Services in any way, you agree that your information may be collected, stored, shared, processed, and used in accordance with our Privacy Policy and these Terms.
• You are responsible for maintaining the confidentiality of your account password, and for all activities that occur under or through your account or password. You agree to notify us immediately if you suspect or become aware of any unauthorized access to or use of your account or password or other breach of security on our Services.
• The permission we give you to register for an Arta account and use our Services under these Terms is non-exclusive and non-transferable. You are not allowed to rent, sell, lease, sublicense or otherwise transfer your Arta account, or any access to or use of our Services, to any third party.
• Some of our Services may be accessible on mobile devices. You agree not to use those Services in a way that distracts you and prevents you from complying with any traffic or safety laws.
• You consent to receive communications from us electronically, and you agree that we may communicate with you by posting notices on our Services and/or by email. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that all notices we provide to you by email will be considered received by you on the day that we send them. If you register for an Arta account or otherwise provide us with an email address, you agree that we are not responsible for any automatic filtering that you or your network provider may apply to any email that we send to the email address you provided. If at any time you would like to withdraw your consent to receive emails, please use the “unsubscribe” button on the email, or contact us at legal@arta.io to do so, however it is understood and agreed by you that if you withdraw consent, you may not be able to participate in all Services offered.
• You are responsible for providing any equipment (such as computers or mobile devices) and network access necessary for you to use our Services or communicate with us at your own cost.

2. Arta Pay Line Of Credit; Credit Extended By Lead Bank

Arta Pay is a service of Arta Financial Services, Inc. Arta Pay is not a bank and does not extend credit. If you apply for and are approved for an Arta Pay Line of Credit, credit is extended by Lead Bank, a Missouri state-chartered bank, under a separate Lead Bank Line of Credit Agreement between you and Lead Bank (the “Line of Credit Agreement”). Arta Pay acts as servicer and as an agent of Lead Bank in connection with your Arta Pay Line of Credit. Your Arta Pay Line of Credit may be used only to purchase eligible items as described in the Line of Credit Agreement; some categories of item are not eligible.

These Terms govern your use of our Services generally. The Line of Credit Agreement — not these Terms — governs your Arta Pay Line of Credit, your purchases financed through it, the fees and payments associated with it, your billing-error and dispute rights, and any change to its terms. To the extent these Terms conflict with the Line of Credit Agreement with respect to your Arta Pay Line of Credit, the Line of Credit Agreement controls. You can review the Line of Credit Agreement at any time in your Arta Pay account, and we encourage you to keep a copy for your records.

3. Definitions

In these Terms:

• “User” means any person or entity that accesses or uses our Services in any way, whether or not they register for an Arta account, including you.
• “Content” means any and all images, text, information, data, audio, video, graphics, computer code, software, and other material provided on or through our Services, including when we send you email. Content includes both Arta Content and User Content.
• “Arta Content” means any and all Content that we provide on or through our Services, including Content licensed from a third party, but excluding User Content.
• “User Content” means any and all Content that a User submits, posts, or otherwise provides on or through our Services.
• “Your User Content” means any and all User Content that you submit, post or otherwise provide on or through our Services.
• “Arta Pay” means Arta Financial Services, Inc.
• “Arta Pay App” means the mobile application and/or website operated by Arta Pay through which you apply for and manage an Arta Pay Line of Credit.
• “Arta Pay Line of Credit” means the consumer line of credit account established for you by Lead Bank under the Line of Credit Agreement.
• “Lead Bank” means Lead Bank, a Missouri state-chartered bank, and any assignee or successor.
• “Line of Credit Agreement” means the Lead Bank Line of Credit Agreement and Important Disclosures between you and Lead Bank, including the Important Disclosures and all exhibits to it.
• “on our Services” means on the Arta websites: http://www.arta.io and app.arta.io.
• “including” means “including but not limited to” unless we specifically indicate otherwise.

4. Ownership

• All Content is owned by Arta or by others who have licensed their Content to us, and is protected by U.S. and international copyright laws, trademark laws, and/or other proprietary rights and laws. Our Services are also protected as a compilation and/or collective work under U.S. and international copyright laws.
• The trademarks, service marks, logos, and product names displayed on or in connection with our Services are the registered and unregistered trademarks and service marks of Arta or third parties in the U.S. and/or other countries.
• As between you and Arta, Arta owns and retains, solely and exclusively, all rights, title, and interest in and to our Services, the look and feel, design and organization of our Services, all Arta Content, and the compilation of all Content on our Services, including all copyrights, moral rights, trademark rights, trade secrets, patent rights, database rights, and other intellectual property and proprietary rights therein.
• These Terms do not grant you any ownership over any Content, or any intellectual property rights in any Content, although you remain the owner of any intellectual property rights that you may have in Your User Content.
• Neither these Terms nor your use of our Services grants you any license or permission under any copyright, trademark, or other intellectual property of Arta or any third party, whether by implication or otherwise.
• These Terms do not grant you the right to use any of our trademarks, service marks, logos, product names, domain names, or other distinctive brand features in any way.
• We welcome feedback, comments and suggestions about our Services (“Feedback”). However, you acknowledge and agree that we will have the right to use any and all Feedback at our sole discretion, for any and all purposes, commercial or otherwise, without any obligation of any kind to you. In any case, we will have no obligation to act on, use or respond to any Feedback in any way.
• We reserve all rights not expressly granted to you in these Terms.

5. General Content Terms

• Please note that Content covers a wide range of art and subject matter, is generally uncensored, and may include nudity or other visual or written material that some people may consider offensive or inappropriate for children and minors. If you allow your child or anyone else to use your computer or other device, it is solely your responsibility to prevent them from accessing any Content that you think is or may be inappropriate for them.
• Subject to these Terms, you may access and view Content within our Services for your own personal, non-commercial use, in the context of your Arta User experience, in accordance with the normal functionality and restrictions of our Services. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.
• We value open source software, and some software used in our Services may be offered under an open source license that we will make available to you. The open source license may contain provisions that override some of these Terms as relates to the use of that software.
• Some Services may enable you to post or transmit some Content in a way that will be accessible to others on our Services or in other locations online (such as other websites and social media services). You may use such Services in accordance with their normal functionality and restrictions, as permitted by any applicable Service Terms. However, the availability of such Services does not imply or give you permission to reproduce, distribute or otherwise use such Content in any other way, whether on our Services or in any other location. You are responsible for the Content that you post on or through the Service, including its legality, reliability, and appropriateness.
• By posting Content on or through the Service, You represent and warrant that: (i) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity, or violate any law or regulation. We reserve the right to terminate the account of anyone found to be infringing on a copyright or in non-compliance with any law or regulation.
• You retain any and all of your rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third party posts on or through the Service. However, by posting Content using the Service you grant us the right and license to use, modify, perform, display, reproduce, and distribute such Content on and through the Service.
• Except as expressly permitted by these Terms, you must not reproduce, distribute, adapt, modify, translate, create derivative works from, publish or otherwise use any Content in any way without express prior written permission from us or (as applicable) the appropriate third-party rights holder.
• Any commercial exploitation of any image or other Content without express prior written permission from us or (as applicable) the appropriate third-party rights holder, including any commercialized reproduction, distribution, publishing, or creation of derivative works, is strictly prohibited.
• We reserve the right, but have no obligation, to monitor and/or review any and all Content and/or communications transmitted on or through our Services, to enforce or investigate potential violations of these Terms or our other policies or agreements with Users, to detect, prevent or otherwise address fraud, security or technical issues, or to otherwise administer, improve or operate our Services and/or customer support, without notice or liability, at any time at our sole discretion. We also reserve the right to access, preserve and disclose any information if we believe it is reasonably necessary to: (i) respond to claims against us or comply with any law, regulation, legal process or governmental request; (ii) enforce or administer these Terms or our other policies or agreements with Users; (iii) conduct customer support, or detect, prevent or otherwise address fraud, security or technical issues; or (iv) protect or enforce the rights, property or safety of Arta, you, or others.

6. Intellectual Property

You agree that all materials, products, and services provided on this website are the property of Arta, its affiliates, directors, officers, employees, agents, suppliers, or licensors including all copyrights, trade secrets, trademarks, patents, and other intellectual property. You also agree that you will not reproduce or redistribute the Arta’s intellectual property in any way, including electronic, digital, or new trademark registrations under any circumstances unless you receive express written approval from and authorized representative of Arta.

You grant Arta a royalty-free and non-exclusive license to display, use, copy, transmit, and broadcast the content you upload and publish. For issues regarding intellectual property claims, you should Contact Us.

7. User Accounts

As a user of this website, you may be asked to register with us and provide information, including however not limited to, your full name, address, age, contact phone numbers, email addresses and social media contact information. You are responsible for ensuring the accuracy of this information, and you are responsible for maintaining the safety and security of your identifying information. You are also responsible for all activities that occur under your account or password.

If you believe that there may be possible issues regarding the security of your account on the website, Contact Us immediately so we may address it accordingly.

We reserve all rights to terminate accounts, edit or remove content, and cancel orders in their sole discretion.

8. Purchases

If you wish to purchase any product or service made available through the Service (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.

You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.

The service may employ the use of third party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.

We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.

We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.

9. Payments, Payment Errors And Disputes

Questions about a payment. If you have a question about a payment, a charge, or an amount shown in the Arta Pay App or on your statement, contact us at hello@arta.io, call us at (646) 828-7333, or reach us through the Arta Pay App, and we will look into it.

If something is wrong. We use third-party payment processors and financial institutions to process payments, and a payment may be delayed, fail, or post incorrectly. If a late fee or delinquent status was applied to your account because of a delay in our posting or processing of a payment, we will reverse it. If you believe a payment was taken in error or in the wrong amount, or that there is an error on your statement, tell us promptly — your rights are time-sensitive.

How to file a dispute. Your rights and the steps you must take if you believe there is an error on your Arta Pay Line of Credit are set out in the Statement of Billing Rights in Exhibit C to your Line of Credit Agreement, available in your Arta Pay account. In general, you must notify us in writing within 60 days after the error first appeared on your statement — either by email to disputes@arta.io or by mail to the address given in the Statement of Billing Rights. Please review those terms before contacting us so your notice includes what we need. The disputes@arta.io mailbox is for billing disputes only; for any other question, use hello@arta.io or the Arta Pay App. If you believe your account has been used without your authorization, tell us immediately at hello@arta.io, by phone, or through the Arta Pay App.

Your Line of Credit Agreement controls. If you have an Arta Pay Line of Credit, your Line of Credit Agreement — not these Terms — governs payments, fees, billing errors and disputes relating to it. Nothing in these Terms limits any right you have under that agreement or under applicable law with respect to a billing error, an unauthorized transaction, or an incorrect payment.

10. Availability, Errors And Inaccuracies

We are constantly updating product and service offerings on the Service. We may experience delays in updating information on the Service and in our advertising on other websites. The information found on the Service may contain errors or inaccuracies and may not be complete or current. Products or services may be mispriced, described inaccurately, or unavailable on the Service and we cannot guarantee the accuracy or completeness of any information found on the Service.

We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

11. General Restrictions

1. You agree that you will not (and will not attempt to, or assist or encourage any other person or entity to):

• Submit, post, publish or otherwise provide any Content on or through our Services, or take any other action in connection with our Services (whether online or offline), that: (i) infringes, misappropriates or violates the rights or intellectual property of any third party, including any copyright, moral right, trademark right, trade secret, patent right, privacy right, publicity right, or contractual right: (ii) violates (or encourages any conduct that would violate) any applicable local, state, national, or international law or regulation, including any tax law, consumer protection law, or law governing the export or import of data, goods, services or software; (iii) is deceptive, misleading, fraudulent, defamatory, libelous, abusive, harassing, discriminatory, hateful, malicious, inciting of violence, threatening, sexually explicit, or obscene; or (iv) impersonates or misrepresents your relationship with any person or entity;
• Create a false or misleading Arta account or User profile with inaccurate or untrue information;
• Use our Services to list, market, offer for sale, or sell goods or services without our express prior written permission;
• Use our Services or any Content in connection with posting or distributing spam or other unauthorized or unsolicited advertising, promotional messages, or bulk electronic communications;
• Collect information about Users (including email addresses) or send marketing email or other promotional communications to Users without their consent;
• Access our Services by any means other than the interface and instructions that we provide;
• Access, tamper with, or use non-public areas of our Services, our computer systems, or the technical delivery systems of our service providers;
• Breach, disable or circumvent any security or authentication measures on or in connection with our Services;
• Interfere with the normal operation of our Services or the access of any User, including transmitting any viruses or harmful code, flooding our Services with excessive requests or traffic, or taking any other action that creates (in our sole estimation) an unreasonable or disproportionately large load on our servers or systems;
• Decipher, decompile, disassemble, reverse engineer, or otherwise derive or extract any source code or underlying ideas or algorithms of, any of our Services;
• Adapt, modify, create derivative works from, or redistribute any of our Services without our express prior written permission;
• Use any robot, scraper, spider, or other automatic or manual process to monitor or extract data from our Services without our express prior written permission (we may also use robot exclusion headers within our Services and you agree to comply with all such headers);
• Forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use our Services or any Content to send altered, deceptive, or false source-identifying information;
• Mirror, frame or display any part of our Services on any other website or elsewhere without our express prior written permission;
• Use any meta-tags or other hidden text or metadata containing any Arta trademark, service mark, product name, or URL without our express prior written permission;
• Use any Arta trademark, service mark, product name, logo or URL in any way that incorrectly suggests our affiliation with or endorsement of any person, entity, event, product or service;
• Use any trademark, service mark, product name, logo, trade dress, or design that is in any way confusingly similar to any Arta trademark, service mark, product name, or logo, or to the look and feel of any of our Services; or
• Remove, conceal, modify or tamper with any copyright, trademark, or other proprietary marking or notice, or any digital watermark or other technical measure used to indicate the source or ownership of any image or other Content.

2. Without limiting other rights or remedies, we reserve the right to limit, terminate or suspend any User’s account and/or access to or use of any or all of our Services, at any time at our sole discretion, if we believe that such User is violating the rights of any third party, that such User’s conduct may be exposing us or others to legal or financial liability, or that such User is acting inconsistently with the letter or spirit of these Terms and other applicable agreements with us, and we will have no liability to such User for doing so. In any case, we reserve the right to investigate and prosecute violations of these Terms to the fullest extent permitted by applicable law.

12. Other Websites And Services

• Our Services may include links and features that enable you to access other websites or services, and other websites or services may include links to our Services.
• Such links and features are for convenience only and do not constitute or imply any endorsement, warranty, or assumption of liability of any kind by us with respect to any such websites or services, or any information, materials, goods or services on or available from any such websites or services.
• You are solely responsible for, and assume sole risk arising out of, any use of or reliance on any such websites or services, or any information, materials, goods or services on or available from any such websites or services.
• You acknowledge and agree that the Arta Parties (defined below) are not responsible and will not be liable for: (i) the accuracy or availability of any such websites or services; or (ii) any information, materials, goods or services on or available from any such websites or services.
• Our Services may use Google Maps/Earth mapping services, including Google Maps/Earth APIs. By using our Google Maps/Earth API implementation, you agree to Google’s terms of use and privacy policy as amended by Google from time to time.
• You are solely responsible for reviewing any terms of use and/or privacy policies of any other websites or services to which we may link, and we assume no liability for the information contained therein.

13. Disclaimer Of Warranties

• YOU ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO AND USE OF OUR SERVICES IS AT YOUR OWN RISK, AND THAT OUR SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO OUR SERVICES OR ANY CONTENT, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARTA AND OUR OFFICERS, OWNERS, DIRECTORS, CONSULTANTS, AGENTS, AND EMPLOYEES (COLLECTIVELY, THE “ARTA PARTIES”) EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THE ARTA PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, THAT OUR SERVICES OR ANY CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, ACCURATE, RELIABLE, COMPLETE, FREE OF ERRORS, SAFE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE USE OF OUR SERVICES IN ANY WAY WILL GIVE RISE TO ANY SPECIFIC RESULTS. APPLICABLE LAW MAY NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU.
• If the use of our Services results in the need for servicing or replacing any equipment or data, the Arta Parties will not be responsible for those costs or losses, and we urge you to back up your data at all times.
• No advice or information (whether oral or written) obtained from the Arta Parties, or through our Services or any Content, will create any warranty by us not expressly stated in these Terms or in a separate written agreement between you and us.

14. General Release

• We may provide rules for using our Services, but the Arta Parties do not endorse or control and are not responsible for the conduct (whether online or offline) of any User and/or third party on or in connection with our Services.
• TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE THE ARTA PARTIES FROM ALL CLAIMS, DEMANDS, SUITS, DAMAGES (ACTUAL AND CONSEQUENTIAL), LOSSES, LIABILITIES, AND EXPENSES (INCLUDING ATTORNEYS’ FEES), OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN CONNECTION WITH: (i) ANY DISPUTES BETWEEN YOU AND ONE (1) OR MORE OTHER USERS OR OTHER THIRD PARTIES RESULTING DIRECTLY OR INDIRECTLY FROM YOUR USE OF OUR SERVICES; (ii) ANY USER CONTENT OR CONDUCT, PERFORMANCE OR NON-PERFORMANCE (WHETHER ONLINE OR OFFLINE) OF ANY OTHER USER OR OTHER THIRD PARTY IN ANY WAY CONNECTED WITH OUR SERVICES, INCLUDING ANY DEFAMATORY, MISLEADING, OFFENSIVE OR UNLAWFUL CONDUCT OR USER CONTENT, OR ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVICES, YOUR ACCOUNT OR YOUR USER CONTENT AND/OR INFORMATION; (iii) ANY ARTWORK OR OTHER PROPERTY EXHIBITED, LISTED, MARKETED, OFFERED FOR SALE, OR SOLD (WHETHER ONLINE OR OFFLINE) BY ANY OTHER USER OR OTHER THIRD PARTY ON, THROUGH, OR IN ANY WAY CONNECTED WITH OUR SERVICES; OR (iv) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS (WHETHER IN PERSON, ONLINE OR OTHERWISE) BETWEEN YOU AND ONE (1) OR MORE OTHER USERS OR OTHER THIRD PARTIES RESULTING DIRECTLY OR INDIRECTLY FROM YOUR USE OF OUR SERVICES. YOU EXPRESSLY WAIVE ANY BENEFITS OR PROTECTIONS, WHETHER STATUTORY OR OTHERWISE, THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF ENTERING INTO THIS RELEASE.

15. Limitation Of Liability

• UNDER NO CIRCUMSTANCES WILL ANY OF THE ARTA PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, ANY PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, OR ANY LOSS OF PROFITS, REVENUE, BUSINESS, DATA, USE, GOODWILL OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH: (i) THESE TERMS; (ii) OUR SERVICES; (iii) THE USE OF OR INABILITY TO USE OUR SERVICES; (iv) ANY CONDUCT, PERFORMANCE OR NON-PERFORMANCE (WHETHER ONLINE OR OFFLINE) OF ANY OTHER USER OR OTHER THIRD PARTY ON OR IN CONNECTION WITH OUR SERVICES; OR (v) ANY CONTENT, GOODS OR SERVICES MADE AVAILABLE ON, THROUGH, OR IN ANY WAY CONNECTED WITH OUR SERVICES (WHETHER ONLINE OR OFFLINE) BY US OR ANY OTHER USER OR OTHER THIRD PARTY. UNDER NO CIRCUMSTANCES WILL OUR TOTAL LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR OUR SERVICES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE TOTAL AMOUNT YOU PAID US (IF ANY) TO USE OUR SERVICES IN THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO SUCH LIABILITY.
• THE EXCLUSIONS AND LIMITATIONS OF LIABILITY PROVIDED ABOVE IN SUBSECTION 1 APPLY TO ALL CLAIMS, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT ANY OF THE ARTA PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS, AND EVEN IF A REMEDY SET FORTH IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. APPLICABLE LAW MAY NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO SOME OF THE EXCLUSIONS AND LIMITATIONS PROVIDED ABOVE IN SUBSECTION 1 MAY NOT APPLY TO YOU, IN WHICH CASE THE LIABILITY OF THE ARTA PARTIES WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

16. Indemnification

• You agree to indemnify, defend, and hold harmless Arta and our officers, directors, agents, and employees from and against any and all third-party claims, demands, suits, and proceedings, and all related damages, losses, judgments, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) your breach of any of these Terms, Service Terms, and other applicable agreements with us (including any term or condition incorporated into these Terms by reference); (ii) Your User Content; (iii) any misrepresentation made by you; or (iv) your violation of any law or the rights of any third party, including any intellectual property right, privacy right, or publicity right.
• We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate as fully as reasonably required by us in conducting such defense. In any case, you agree not to settle any such matter without our prior written consent. Your indemnification and defense obligations provided in these Terms will survive these Terms and your use of our Services.

17. Governing Law, Arbitration And Dispute Resolution

17.1 Governing law. These Terms, the rights and obligations of you and us under these Terms, and all claims or disputes that might arise between you and us, will be governed by and construed in accordance with the laws of the State of New York and, to the extent applicable, the laws of the United States, excluding any conflict of laws principles and without regard to your jurisdiction of residence. This Section 17 is governed by the Federal Arbitration Act.

17.2 Claims relating to your Arta Pay Line of Credit are excluded from this Section. Any claim or dispute arising out of or relating to your Arta Pay Line of Credit, the Line of Credit Agreement, or Lead Bank’s extension of credit to you is governed by the Line of Credit Agreement, including its Arbitration Clause at Exhibit B and its Missouri governing-law provision, and not by this Section 17. Where a claim falls within both this Section 17 and Exhibit B, Exhibit B controls. Opting out of one arbitration agreement does not opt you out of the other; each has its own separate opt-out.

17.3 Agreement to arbitrate. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. UNLESS YOU OPT OUT AS DESCRIBED IN SECTION 17.4, YOU AND WE AGREE THAT ANY CLAIM BETWEEN US WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION, AND NOT IN COURT. YOU AND WE ARE EACH GIVING UP THE RIGHT TO A JURY TRIAL AND THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION.

“Claim” has the broadest reasonable meaning permitted by law. It includes contract and tort claims (including fraud and claims arising from data we hold about you) and claims under any constitution, statute, ordinance, rule or regulation, and it includes claims about the validity of these Terms. It does not include disputes about the validity, coverage or scope of this Section 17, which are for a court and not the arbitrator to decide. Solely for purposes of this Section 17, “we,” “us” and “our” also include our parents, subsidiaries and affiliates, our servicers, assignees and successors, and their employees, officers, directors, shareholders, attorneys and representatives.

17.4 Your right to opt out — 30 days. If you do not want this arbitration agreement to apply, you must send us a signed written notice postmarked within 30 calendar days after you first become subject to these Terms, by mail and not electronically, to Arta, 160 Varick Street, Suite 3-130, New York, NY 10013, Attn: Legal. Include your name, address and the date, and state that you “opt out” of the arbitration agreement in the Terms of Use. Opting out will not affect any other part of these Terms.

17.5 What is not covered. Nothing in this Section 17 prevents you or us from: bringing an individual action in small claims court; reporting a matter to, or pursuing an enforcement action through, a federal, state or local agency; filing suit in court to address an intellectual property infringement claim; or bringing a claim for public injunctive relief in court. Either party may require arbitration of any appeal from a small-claims decision, or of any small-claims action brought on a class basis.

17.6 Before you start. Before starting an arbitration or a lawsuit, the party bringing the Claim must send the other party written notice of the Claim by certified U.S. Mail or Federal Express, describing the Claim, the supporting facts and the relief requested. If you are bringing the Claim, send it to the address in Section 17.4, signed by you or by a lawyer you have personally hired, with a phone number for you or your lawyer. The other party must be given at least 30 days to resolve the Claim on an individual basis before an arbitration or lawsuit begins.

17.7 How arbitration works. Arbitration will be administered by the American Arbitration Association under its Consumer Arbitration Rules in effect when the arbitration begins, except where those rules conflict with this Section 17. If the AAA is unavailable or unwilling to administer the arbitration in accordance with these Terms, you and we will select another administrator, or a court will select one if we cannot agree. The arbitrator must be a lawyer with at least ten years of experience or a retired judge, unless you and we agree otherwise. Any in-person hearing will be held in the federal district where you reside. The arbitrator must apply substantive law, must honor statutes of limitation and privilege rights, may award the same damages and relief a court could award, and will issue a reasoned written decision explaining the essential findings and conclusions on which the award is based. Judgment on the award may be entered by any court with jurisdiction.

17.8 No class or representative proceedings. THE ARBITRATOR MAY NOT DECIDE ANY CLAIM ON A CLASS OR REPRESENTATIVE BASIS, MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON EXCEPT AS PROVIDED IN SECTION 17.9, AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. You and we may bring Claims against each other only in an individual capacity.

17.9 Coordinated filings. If 25 or more demands for arbitration raising substantially similar Claims are filed against us by or with the assistance of the same law firm or coordinated group of law firms, you and we agree that the demands will be resolved in batches of no more than 50 claimants each. The administrator will group the demands into batches, appoint one arbitrator for each batch, and set a single filing-fee schedule for each batch. The first two batches will proceed first, and after awards are issued in them the parties will participate in a single global mediation before any further batch proceeds. All applicable limitations periods and filing deadlines are tolled for claimants whose demands have not yet been assigned to an active batch. If the administrator has supplementary rules for multiple case filings, those rules apply in addition to this Section 17.9. Neither party may seek fees, costs or sanctions from the other on account of delay caused by this process, and neither party will treat a claimant’s participation in a batch as a waiver of any individual right.

17.10 Fees. If you commence an arbitration, we will reimburse your payment of the filing fee unless your Claim is for more than $10,000, in which case fees will be allocated under the administrator’s rules. We will pay fees whenever required by law, by the administrator’s rules, or where necessary to enforce this Section 17. If you prevail in an arbitration you started, we will pay your reasonable attorneys’, expert and witness fees and costs. The arbitrator will not award you fees or costs you incur after we make a written offer to resolve the Claim for at least the amount the arbitrator awards you. You may be required to pay our attorneys’ fees only if the arbitrator finds your Claim or the relief sought was frivolous or brought in bad faith under the standards of Federal Rule of Civil Procedure 11(b), and only to the extent doing so would not make this Section 17 unenforceable.

17.11 If part of this section is invalid. You must give us written notice and at least 30 days to cure any problem that might prevent arbitration of a Claim. If any part of this Section 17 is held invalid, the rest will continue to apply — except that if a court finally rules that the arbitrator may decide a Claim on a class or representative basis, this sentence alone will apply and the remainder of this Section 17 will be void, in which case all claims and disputes will be resolved exclusively in the state and federal courts located in New York County, New York, and you and we submit to the personal jurisdiction and venue of those courts and waive any objection based on inconvenient forum. If you bring a Claim for public injunctive relief and a court finally rules that the restrictions in this Section 17 are invalid as to that Claim, the Claim for public injunctive relief will be decided in court and any individual Claims for monetary relief will be arbitrated first. A Claim for class relief or public injunctive relief can never be arbitrated.

17.12 Survival; amendment; limitations period. This Section 17 survives termination of these Terms and of your account. We may waive rights or amend this Section 17 without your consent only to give you more rights or fewer duties; any other change requires your written consent. Regardless of any law to the contrary, each Claim you might have against us arising out of or related to these Terms or our Services must be brought within the applicable statute of limitations, or one year after the Claim arose, whichever is shorter, or it will be permanently barred.

17.13 Equitable relief. Nothing in these Terms will prevent us from seeking injunctive or other equitable relief in any jurisdiction.

18. International Use

• Our Services are based in the United States and we do not represent or warrant that our Services will be appropriate or available for use outside the United States.
• If you are located outside the United States, you agree to ensure that your access to and use of our Services complies with all applicable local, state, national, and international laws and regulations, including any laws and regulations governing the import or export of data, goods, services or software. If you are located in the EU, please refer to our Privacy Policy regarding the transfer of data from the EU to the United States.
• You must not access or use our Services if any applicable local, state, national, or international law or regulation prohibits you from receiving products or services originating from the United States.
• If you are located in a country embargoed by the United States, or you are on the U.S. Treasury Department’s list of Specially Designated Nationals (or any other U.S. Government list of commercially restricted parties), you must not perform any transaction or engage in any other commercial activity on or in connection with our Services.

19. Changes To Our Services

• Our Services are updated frequently, and their form and functionality may change without notice. We reserve the right to change, modify, add, remove or discontinue any and all of our Services (and/or the appearance, design, functionality, and all other aspects of any and all of our Services), in whole or part, temporarily or permanently, with or without notice, for any reason or no reason, at any time at our sole discretion.
• We will not be liable to you or any third party for any damages or losses of any kind resulting directly or indirectly from any changes made by us to our Services, including any loss of business or the ability to use any product, service or Content.

20. Changes To These Terms

• Our business changes with time, and these Terms will change also. We reserve the right to change these Terms, including the right to change, modify, add or remove any part of these Terms, at any time at our sole discretion.
• All changes to these Terms will be effective when posted on our Services, or at such later date as may be specified in the updated Terms.
• Where applicable law requires us to give you advance notice of a change, or to give you notice of a change in a particular form or by a particular method, we will provide that notice when and as required by law, and the change will not take effect earlier than the law allows. We may give you that notice by email, by text, through the Arta Pay App, by mail, or by any other method permitted by law.
• These Terms do not govern changes to the terms of your Arta Pay Line of Credit. Any addition, deletion or change to the terms of your Arta Pay Line of Credit — including credit limit, fees, payment terms and finance charges — is governed by the “Change In Terms” provision of the Line of Credit Agreement and by applicable law, including any advance-notice requirement. No change to those terms will impair your rights as to purchases made before the change takes effect.
• By continuing to use our Services after any changes to these Terms become effective, you agree to such changes and the updated Terms.
• You agree that we may notify you of any changes to these Terms by posting the updated Terms on our Services, and you agree to review these Terms regularly and inform yourself of all applicable changes.
• If you do not agree to any changes made by us to these Terms, you will no longer be permitted to use our Services.
• Changes to these Terms will not apply to any claim or dispute that arose before such changes became effective, all of which will remain subject to the version of these Terms in effect at the time that such claim or dispute arose.
• We will not be liable to you or any third party for any damages or losses of any kind resulting directly or indirectly from any changes made by us to these Terms, including any loss of business or the ability to use any product, service or Content.

21. Termination

• You may stop using our Services at any time, subject to any other agreements between you and us.
• Regardless of any other statement in these Terms, we reserve the right to terminate these Terms, to terminate your account (if you have an account), and/or to limit, terminate or suspend your access to or use of any or all of our Services, at any time at our sole discretion, without notice or liability, for any reason or no reason, including if you violate the letter or spirit of these Terms, Service Terms, and other applicable agreements with us.
• After any termination of these Terms and/or any termination of your access to or use of our Services, the following will survive and remain in full force and effect: (i) all outstanding obligations you may have to us under these Terms or otherwise; (ii) all remedies for breach of these Terms; and (iii) the following sections of these Terms: Ownership, General Content Terms, Marketplace, Other Websites and Services, Disclaimer of Warranties, General Release, Limitation of Liability, Indemnification, Governing Law, Arbitration and Dispute Resolution, Changes to our Services, Changes to these Terms, Termination, Miscellaneous and Jurisdiction Specific Terms.

22. Job Listings

• We may post information and listings on our Services or on third-party social media services describing careers with Arta, internships, or positions for which we are or may be hiring.
• Please note that such information and listings are for general informational use only, may be changed by us at any time without notice, and are not an offer of employment or any other offer or warranty by us.
• Please note that if you would like to apply to an open position posted on our site, you will be referred to a third party site in order to submit your application.

23. Promotions

• We may offer or conduct promotions, sweepstakes or contests (“Promotions”) on or in connection with our Services from time to time, by ourselves or in conjunction with third parties.
• Your participation in Promotions is subject to these Terms and any official rules that we may post on our Services or otherwise make available to you in connection with Promotions (“Promotion Rules”). If any Promotions have Promotion Rules that conflict with these Terms, those Promotion Rules will control to the extent of the conflict as relates to those Promotions.

24. Miscellaneous

• These Terms, including our Privacy Policy, other applicable agreements with us, and any other terms and conditions incorporated into these Terms by reference, together with any other written agreements that you may enter into with us regarding our Services, constitutes the entire agreement and understanding between you and us regarding our Services, and supersedes any other communications, representations or understandings.
• If any provision of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable for any reason, that provision will be enforced to the maximum extent permitted, and these Terms will otherwise remain in full force and effect.
• No delay or failure by us to exercise or enforce any right or provision of these Terms will be considered a waiver. No right or remedy under these Terms will be considered waived by us unless the waiver is in writing and signed by an Arta representative who intends and is duly authorized to agree to the waiver on our behalf. No single or partial exercise by us of any right or remedy under these Terms will prevent us from exercising any other right or remedy.
• These Terms will be binding on your successors and assigns, but you are not allowed to assign, transfer or sublicense these Terms or any right or obligation under these Terms without our prior written consent. These Terms, and all rights granted to or reserved by us under these Terms, will benefit and be enforceable by our successors and assigns.
• There are no third-party beneficiaries to these Terms except as expressly provided in these Terms.
• You and we are independent contractors under these Terms. No agency, partnership, joint venture, employment, sales representative, or franchise relationship is created or implied by these Terms or your use of our Services.
• Nothing in these Terms will prevent us from complying with any applicable law or regulation.

25. Jurisdiction Specific Terms

25.1 EU/EEA and Switzerland Data Processing

To the extent that Arta processes any Personal Data as part of Customer Data that is subject to the General Data Protection Regulation (the “GDPR”), on Customer’s behalf, in the provision of the services hereunder, the terms of the Arta Data Processing Agreement, which are hereby incorporated by reference, shall apply. For customers that are located in the European Union or the European Economic Area, the Standard Contractual Clauses adopted by the European Commission, attached to the Data Processing Agreement, with Arta Shipping, Inc., which provide adequate safeguards with respect to the personal data processed by us under this Agreement and pursuant to the provisions of our Data Processing Agreement apply. You acknowledge in all cases that Arta acts as the data processor of Customer Data and you are the data controller of Customer Data under applicable data protection regulations in the European Union and European Economic Area. Customer will obtain and maintain any required consents necessary to permit the processing of Customer Data under this Agreement. If you are subject to the GDPR you understand that if you give an integration provider access to your Arta account, you serve as the data controller of such information and the integration provider serves as the data processor for the purposes of those data laws and regulations that apply to you. In no case are such integration providers our sub-processors.

26. How To Contact Us

If you have questions about these Terms or our Services, please email us at hello@arta.io. If you have questions about an Arta Pay Line of Credit — including payments, statements or fees — email us at hello@arta.io, contact us through the Arta Pay App, or call us at (646) 828-7333. To submit a notice of a billing error on an Arta Pay Line of Credit, email us at billing-disputes@arta.io or write to us at the address given in the Statement of Billing Rights in Exhibit C to your Line of Credit Agreement. The billing-disputes@arta.io mailbox is monitored for billing disputes only.

If you would prefer to send us mail, Arta is located at:

Arta Shipping, Inc.
160 Varick Street
Suite 3-130
New York, NY 10013
U.S.A

V01.101326