1. TOU - Intro / Acceptance

These Terms of Use (these “Terms”) constitute a binding agreement between ARTPOWER, Inc. (“ARTPOWER”, “we”, “us”, or “our”) and the person (“you” or “your”) accessing https://artpower.io (including any successor site(s)) (our “Website”) and/or ARTPOWER's mobile application(s) (the “App”) and Tools (defined below) (collectively, the “Sites”). By accessing or using the Sites, you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not access or use the Sites.

You must be at least 18 years of age to use the Sites. We make no claims that the Sites or any Content is accessible or appropriate outside of the United States. If you access the Sites outside of the United States, you do so on your own initiative and you are responsible for compliance with local laws. Your use of the Sites constitutes your acknowledgement that: (a) the Sites, and the products and services offered by ARTPOWER are subject to the laws and regulations of the United States, and (b) you specifically waive any right to pursue claims that may arise under the laws of the nation in which you reside or the nation from which you access this Sites. We reserve the right to limit the availability of our Sites or the provision of any of our Content to any person, geographic area, or jurisdiction, at any time and in our sole and absolute discretion.

If you access or download the Sites from an app store, you hereby understand and agree that (a) these Terms are between you and ARTPOWER (and the app store is not a party hereto); (b) the app store is not responsible for the Sites, any content, maintenance, or support thereof, any warranty therefor, or addressing any claims relating thereto (e.g., product liability, legal compliance, or intellectual property infringement); (c) you will comply with all applicable rules and terms imposed by the app store (and any other applicable third party terms); (d) the app store and its affiliates are third party beneficiaries of the relevant provisions of these Terms (with the right to enforce these Terms against you); and (e) in the event of any failure of the Sites to conform to any applicable warranty, you may notify the app store, and the app store will refund the purchase price for the Sites to you and to the maximum extent permitted by applicable law, the app store will have no other warranty obligation whatsoever with respect to the Sites.

2. Changes To These Terms.

We may update these Terms at any time at our sole discretion. Your continued use of the Sites following the posting of revised Terms means that you accept and agree to such updates. It is your responsibility to visit this page from time to time to review any updates to our Terms. You can determine whether these Terms have been updated since your last visited the Sites by referring to the “Last Updated” date at the top of this page.

If you don't agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Sites. If you use the Sites in any way after a change to the Terms is effective, that means you agree to all of the changes.

Except for changes by us as permitted under these Terms, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

3. Account Registration

To use the App and certain features or functions on the Sites, you must create an account (an “Account”) by completing the registration process. You will be guided through the registration process when you access the Sites. You must provide us with current, complete and accurate information (including your email address) as prompted by the registration form, and you acknowledge and agree that our communications to you through your Account shall satisfy any requirements for legal notices. You hereby promise that all information that you submit during the registration process is true and accurate and acknowledge that you have an affirmative obligation to update your information in the event of any changes to the information you submit during your registration. You must not sell, transfer, or assign your Account to anyone else. You must keep your password confidential; you must not share it and you may not allow anyone else to log into our Sites as you. You are responsible for all activities that occur under your Account. If you believe that your Account is no longer secure, notify us immediately by notifying us at  support@artpower.io.

4. Modification, Discontinuation, and Termination

We reserve the right in our sole and absolute discretion, at any time and with or without notice, to modify, edit, delete, suspend, or discontinue, temporarily or permanently, the Sites (or any portion thereof) and/or the Content, products, and/or services available through the Sites (or any part thereof), or to terminate your access to any or all portions of the Sites. You agree to receive these updates and that we shall not be liable to you or to any third party for any such modification, deletion, suspension, or discontinuance of the Sites.

5. Privacy Basics

By accessing and using the Sites you are agreeing to our Privacy Policy available here.

Before using the Sites, please review our Privacy Policy. All personal information provided to us as a result of your use of the Sites will be handled in accordance with our Privacy Policy. To the extent there are inconsistencies between these Terms and our Privacy Policy, the Privacy Policy controls with respect to its subject matter. You consent to all actions we take with respect to your information consistent with our Privacy Policy.

6. Tortoise Tools (Rate Calculators, Analysis Tools, and Advice)

All tools found on the Sites, including rate calculators, analysis tools, and output generated thereby (“Tools”) are designed to be used for informational and educational purposes only and do not constitute, and are not a substitute for, personal, professional investment, financial, accounting, tax, legal, insurance, or other professional advice. You should always seek the advice of professional advisors, including financial advisors, before making any type of financial decision, and independently verify any calculation or output obtained from your use of a Tool or other Sites. Your use of Tools and Content found on the Sites is at your own risk. ARTPOWER is not responsible for the consequences of any decisions or actions taken in reliance upon or as a result of the information provided by the Tools or other Sites. -

7. Intellectual Property Rights

Copyright © 2024, ARTPOWER, INC. ALL RIGHTS RESERVED.

The Sites and their entire contents, features and functionality (including but not limited to all information, data, software, computer code, text, articles, displays, images, photos, video and audio, illustrations, and the design, selection and arrangement thereof) (our “Content”) and all related intellectual property rights are the property of ARTPOWER, its licensors and/or respective owners of such rights. Our Content is protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms permit you to use the Sites and our Content for your personal use only in connection with your use of the Sites. You must not copy, reproduce, distribute, modify, sell, create derivative works of, publicly display, publicly perform, post, republish, download, store or transmit (including in-line linking or mirroring) any of the Content, in whole or in part, without our express prior written consent. If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by these Terms in relation to such use. All software is licensed, not sold. Nothing in these Terms or the Sites grant you, by implication, estoppel, or otherwise, any license or right to use the Sites or our Content except as expressly stated in these Terms.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Sites or Content in breach of these Terms, your right to use the Sites will terminate immediately and you must, at our option, return or destroy any copies of Content you have made. No right, title or interest in or to the Sites or any Content on the Website is transferred to you, and all rights not expressly granted to you herein are reserved by ARTPOWER and its licensors. Any use of the Sites not expressly authorized by these Terms is a material breach of these Terms and may violate copyright, trademark, and other laws.

8. Trademarks

“ARTPOWER Inc,” “tortoise”, the “tortoise” logo, the “ARTPOWER Inc.” logo and other ARTPOWER / tortoise graphics, logos, designs, page headers, button icons, scripts, and service names are our trademarks or trade dress in the U.S. and/or other countries. Our trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without our prior written permission.

9. Prohibited Uses

You may use the Sites only for lawful purposes and in accordance with these Terms. You may not to use the Sites, nor permit any third party to:
   
        - In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the         export of data or software to and from the US or other countries);
       - For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise;
       - To send, knowingly receive, upload, download, use or re-use any material which does not comply with any standards set out in these Terms, including the Content Standards;
       - To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation; or
       - To  engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Sites, or which, as determined by us, may harm ARTPOWER or users of the Sites or expose us or them to liability.

Additionally, you may not, nor permit any third party to:
     
        - Engage in behavior that will put your or any other person's personal information at unnecessary risk, such as leaving, transmitting, or publishing Login information or passwords;
       - Use the Sites in any manner that could disable, overburden, damage, or impair the Sites or interfere with any other party's use of the Sites, including their ability to engage in real time activities through the Sites;
       - Attempt to reverse engineer, decompile or disassemble in any way the Sites or any of the Content
       - Use any robot, spider or other automatic device, process or means to access the Sites for any purpose, including monitoring or copying any of the Content on the Sites;
       - Access or use the Sites for the purpose of developing or improving a similar, substitute, or competing product or service, including without limitation, to train or develop any machine learning or artificial intelligence technologies of any kind whatsoever;
       - Use any manual process to monitor or copy any of the material on the Sites or for any other unauthorized purpose without our express prior written consent;
       - Use any device, software or routine that interferes with, disables, or otherwise affects the proper working of the Sites;
       - Introduce any viruses, trojan horses, worms, logic bombs or other material or code which is malicious or technologically harmful;
       - Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Sites, the server on which the Sites are hosted or stored, or any server, computer or database connected to the Sites;
       - Institute, assist, or become involved in any type of attack, including without limitation denial of service attacks, upon the Sites, or otherwise attempt to disrupt or interfere with the proper operation of the Sites or any other person's use of the Sites; or
       - Use the sites , Tools, Content or User Contributions for phishing or similar scams.

10. User Generated Contributions

The Sites may contain message boards, chat rooms, blogs, personal web pages or profiles, forums, bulletin boards, review pages, and other similar interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display or transmit to other users or other persons certain content or materials (collectively, “User Contributions”) on or through the Sites.

All User Contributions must comply with the Content Standards set out in these Terms.

Any User Contribution you post to the Sites will be considered non-confidential and non-proprietary. By submitting, posting, publishing or otherwise providing any User Contribution on the Sites, you grant us and our affiliates a non-exclusive, worldwide, unrestricted, perpetual, irrevocable, transferable, sub-licenseable, royalty-free license to use, reproduce, modify, perform, process, display, publish, distribute and otherwise disclose to third parties any such User Contribution for any purpose, including without limitation, to provide, optimize, improve, and promote or market our Sites, and to create new products and services. This license includes the right to use your name, persona, username, and likeness without compensating you. This license also includes the right to publish your User Contributions in a searchable format that may be accessed by other users of our Sites. You also grant to other users of our Sites a non-exclusive license to access and use your User Contributions in connection with their use of the Sites.

You represent and warrant that:
       - You are the creator or owner of the User Contributions and/or have the necessary rights, licenses, consents, and permissions to grant the license granted above; and
       - All of your User Contributions do and will comply with these Terms including the Content Standards.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not ARTPOWER, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.

WE ARE NOT RESPONSIBLE, AND HEREBY DISCLAIM ALL LIABILITY FOR THE CONTENT OR ACCURACY OF ANY USER CONTRIBUTIONS POSTED BY YOU OR ANY OTHER USER OF THE SITES AND YOU HEREBY WAIVE ANY LEGAL OR EQUITABLE RIGHT OR REMEDY YOU HAVE AGAINST US WITH RESPECT TO THE USER CONTRIBUTIONS.

11. Monitoring and Enforcement; Termination

We have the right, but not the obligation, to monitor the Sites. As such, we may:

       - Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates these Terms, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of any Sites or the public or could create liability for any ARTPOWER Parties.
       - Access, use, preserve, transfer or disclose, at any time and without notice to you, any information (including Personal Information as defined in our Privacy Policy) as reasonably necessary to: (a) comply with any applicable law, regulation, subpoena, or legal process, or respond to any governmental request or cooperate with law enforcement, if we believe such action is required or permitted by law; (b) enforce these Terms, including to investigate potential violations; (c) protect the safety, integrity, rights, or security of our users, our Sites or systems, or any third party; or (d) detect, prevent, or otherwise address fraud, security, or technical issues related to our Sites or the services of our partners.
       - Terminate or suspend your access to all or part of the Sites for any or no reason, including without limitation, any violation of these Terms.

YOU WAIVE AND HOLD HARMLESS ARTPOWER AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN DURING OR AS A RESULT OF SUCH INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF SUCH INVESTIGATIONS.

Notwithstanding the foregoing, we do not undertake to review all material before it is posted on the Sites, and cannot ensure prompt removal of objectionable material after it has been posted. You may see User Contributions that may be inaccurate, offensive, indecent, or objectionable. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to you or any third party for performance or nonperformance of the activities described in this section.

12. Content Standards

These content standards (“Content Standards”) apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

       - Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
       - Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
       - Infringe or misappropriate any patent, trademark, trade secret, copyright, or other intellectual property or rights of any other person;
       - Violate the legal rights (including rights of publicity and privacy) of others or contain any material that could give rise to civil or criminal liability under applicable laws or regulations, or that may conflict with these Terms or our Privacy Policy;
       - Be intended or likely to deceive any person;
       - Promote any illegal activity or advocate, promote, or assist any unlawful act;
       - Threaten, abuse, harass, or bully others, or disparage others based on race, ethnicity, national origin, religion, gender, sexual orientation, military or veteran status, disability, marital status, or age;
       - Impersonate commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising; or
       - Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising; or
       - Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

13. Copyright Infringement

ARTPOWER's policy is to investigate any allegations of copyright infringement brought to its attention. If you have a good faith belief that any of the Content on the Sites infringes your copyrights or the copyrights of a third party that you are authorized to represent, you may request that we delete, edit, or disable the content in question by notifying us at support@artpower.io. In accordance with the Digital Millennium Copyright Act (“DMCA”), your notification must contain all of the following information: (a) a physical or electronic signature of the owner of the copyright/trademark, or a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit Aescape to contact you, such as your name, address, telephone number, and if available, an email address; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and that you attest under penalty of perjury that you are the owner of the copyright or trademark, or are authorized to act on the owner’s behalf.

14. Feedback

You may provide feedback to us regarding the Sites, Content, and other products and services, including but not limited to usability, bug reports and test results, survey responses, etc. (collectively “Feedback”). It is expressly agreed that all rights, title and interest, including all copyrights, to all Feedback is owned by us and may be used by us without restriction and without any obligation, attribution, or compensation to you. You hereby assign and convey to us all rights and interests in and to any Feedback (regardless of when it was or is created or shared). To the extent that such assignment is held to be invalid or unenforceable, you hereby grant to us a worldwide, irrevocable, perpetual, exclusive, transferable, sublicensable, fully paid-up, royalty-free license to use any Feedback for any lawful purpose in our sole discretion.

15. Links from the Sites (3rd Party Websites)

The Sites may provide links to other websites operated by third parties, or allow you to interact with and/or connect to third party providers of third party sites, products, applications and/or services (“Third Party Services”). When you direct us to retrieve your Account information from third parties, you authorize and permit us to use and store that information and other information you submit through the Sites and Third Party Services (such as usernames and passwords), for purposes of providing the Third Party Services to you, provided however, ARTPOWER does not review or verify the accuracy of third party account information. ARTPOWER is not responsible for the availability of, and does not control, maintain, or endorse any Third Party Services, and we expressly disclaim all responsibility and liability for any Third Party Services. ARTPOWER IS NOT LIABLE, DIRECTLY OR INDIRECTLY, UNDER ANY CIRCUMSTANCES FOR ANY DAMAGE, FAILURE, OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY CONTENT, ADVERTISING, SERVICES, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE FROM SUCH THIRD PARTIES OR THEIR THIRD PARTY SERVICES. Your interactions, business dealings, exchange of data and information, and use of such Third Party Services is subject to the terms and conditions and policies (including privacy policies, of the owners of such websites. We are not responsible for any information that you agree to share with third parties in connection with your use of any Third Party Services.

16. Disclaimer of Warranties

THE SITES, OUR CONTENT, TOOLS, INTERACTIVE SERVICES, AND USER CONTRIBUTIONS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED. ARTPOWER INC. ON BEHALF OF ITSELF AND ITS AFFILIATES, AND LICENSORS AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES (COLLECTIVELY THE “ARTPOWER PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE FOREGOING, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE.

YOUR USE OF THE SITES, CONTENT, TOOLS, AND INTERACTIVE SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SITES, YOUR DEALINGS WITH ANY OTHER MEMBER OR THIRD PARTY, AND YOUR USE OF OUR CONTENT, THE USER CONTRIBUTIONS, OR OTHER CONTENT AVAILABLE THROUGH THE SITES.

THE ARTPOWER PARTIES MAKE NO WARRANTY THAT THE SITES, CONTENT, TOOLS, OR INTERACTIVE SERVICES WILL (i) MEET YOUR REQUIREMENTS; (ii) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITES, CONTENT, TOOLS, OR INTERACTIVE SERVICES WILL BE ACCURATE, RELIABLE, OR BENEFICIAL (INCLUDING WITHOUT LIMITATION ECONOMIC BENEFIT) TO YOU; OR (iv) REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITES.

NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION SHALL AFFECT WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION OR RESTRICTION UNDER APPLICABLE LAW.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ARTPOWER PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, ENHANCED, OR EXEMPLARY DAMAGES, COSTS, LOSSES, OR EXPENSES, INCLUDING, BUT NOT LIMITED TO, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES ARISING UNDER THESE TERMS OR FROM YOUR USE OF THE SITES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY OF LIABILITY, EVEN IF ARTPOWER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER ANOTHER REMEDY HEREUNDER FAILS OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE ARTPOWER PARTIES ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SITES OR ANY FEATURES OR FUNCTIONS THEREOF, OR OTHERWISE ARISING OUT OF OR RELATING TO THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED IN THE AGGREGATE ONE HUNDRED DOLLARS ($100.00).

IF ANY OF THE FOREGOING LIMITATIONS ARE FOUND TO BE INVALID, THE ARTPOWER PARTIES' TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION OF ANY KIND OR NATURE WHATSOEVER SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

18. Indemnification

You will indemnify, defend and hold the ARTPOWER Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses, costs, and expenses (including attorneys' fees and costs) incurred by the ARTPOWER Parties in connection with any third party claims arising out of or relating to (a) your use of the Sites, Content, User Contributions, Tools, or Interactive Services (including any actions taken by a third party using your Account), (b) your violation of these Terms or applicable law; (c) your infringement of any intellectual property or other right of any other person or entity; or (d) any dispute between you and a third party, including any provider of Third Party Services. In the event of such a claim, suit, or action ("Claim"), we will attempt to provide notice of the Claim to the contact information we have for your Account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder). You may not settle any such claim or matter without the prior written consent of ARTPOWER. The ARTPOWER Parties reserve the right, at their own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you further agree that you will cooperate fully, at your cost and expense, in the defense of any such Claims.

19. Dispute Resolution Agreement; Arbitration Agreement and Class Action Waiver

Covered Disputes and Arbitration Requirement. You and we agree to the following provisions for the resolution of any and all disputes and causes of action related to or connected with these Terms, the Sites, or any related communications and offerings (a “Dispute”). As set forth further in this Dispute Resolution Agreement, any Dispute shall be resolved by individual, final and binding arbitration under the rules of the American Arbitration Association. YOU AND WE UNDERSTAND AND AGREE THAT WE ARE WAIVING OUR RIGHT TO SUE OR GO TO COURT TO ASSERT OR DEFEND OUR RIGHTS. OTHER RIGHTS THAT YOU OR WE MIGHT HAVE IN COURT, SUCH AS DISCOVERY AND JURY, MAY BE LIMITED OR NOT EXIST IN ARBITRATION.

Exceptions. Despite the provisions of this Section 22, we both agree that nothing herein will be deemed to waive, preclude or otherwise limit the right of either of us to: (a) bring an individual action in small claims court within its jurisdictional limits under Consumer Arbitration Rule 9(b), even after filing an arbitration; (b) file a complaint with the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of a pending arbitration; or (d) to file a suit in a court of law solely for injunctive relief to stop unauthorized use or abuse of our Services or address an intellectual property infringement claim.

Notice. The party asserting a Dispute shall provide written notice to the other party describing the facts and circumstances (including by attaching any relevant documentation) and allowing the receiving party sixty (60) days in which to respond. Notice shall be made by first class or registered mail (1) 4925 Penn Ave Pittsburgh, PA 15224 or (2) to you at the then-current address we have on file with your Account. Both you and we agree that this notice procedure is a condition precedent, which must be satisfied before initiating any arbitration against the other party.

How Arbitration Works. Following the sixty (60) day notice period, either party may initiate arbitration, which shall be conducted by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules (together, “AAA Rules”), as modified by this Arbitration Agreement. The parties agree to arbitrate by video or as otherwise agreed between the parties. In the event the AAA is unavailable or unwilling to hear the dispute, the parties shall agree to, or the court shall select, another arbitration provider. The AAA Rules are available on the AAA’s website at www.adr.org. In order to initiate arbitration, you or we must include with the arbitration demand the written notice required as part of the initial dispute resolution process, to be confirmed by AAA as a prerequisite to initiation of arbitration. The arbitrator will have exclusive authority to resolve all issues, including the arbitrability of any dispute or claim, except that the state and federal courts in New York, NY will have exclusive authority to decide (1) whether either party complied with the pre-arbitration notice requirements and enjoin any arbitration filed in breach of those requirements; and (2) the enforceability of the prohibition on class, collective, and representative actions, and claims for public injunctive relief. You and we also agree that (1) an arbitration award will have no preclusive effect in any other arbitration unless both you and we are parties to it, and (2) awards issued in other arbitrations will have no preclusive effect in the arbitration between us unless you and we were both parties to the arbitration resulting in the award.

Class Action Waiver. You and we each agree to waive the right to resolve any Dispute in court before a jury and that any arbitration will be conducted only on an individual basis and not in a class, collective or representative action. Except for a claim for public injunctive relief, which will be severed from any arbitration and may be litigated in a state or federal court in the State of New York, any relief or damages awarded to you or us will be your individual capacity.

Mass Arbitrations. If a “mass arbitration” is filed as defined under the AAA Mass Arbitration Supplementary Rules (“Mass Arbitration Rules”), you and we agree to follow the Mass Arbitration Rules and Consumer Mass Arbitration and Mediation Fee Schedule, as modified by these Terms. To increase the efficiency of administration and resolution, in the event 50 or more mass arbitrations are filed, AAA shall (a) administer the demands in batches of 50 demands per batch (to the extent there are fewer than 50 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands); and (b) designate one arbitrator per batch. Notwithstanding anything else in these Terms, if 1,000 or more mass arbitration demands are filed consistent with the requirements of this Dispute Resolution Agreement, the relative advantages and efficiencies of arbitration may be lost. In that circumstance, you or we may elect to resolve the Dispute by a putative class action filed in the state or federal courts in New York, NY. In that case, you and we agree not to object to the filing of a putative class action concerning the Dispute, but do not waive any jurisdictional or other rights under the U.S. Constitution or Federal Rules of Civil Procedure, including the right to contest class certification under Rule 23.

Right to Opt Out of this Arbitration Agreement. You may opt out of this Dispute Resolution Agreement within the first 30 days after the earliest of the first time you (a) make a purchase from Sites; or (b) create an Account or otherwise access and use the Sites. You may also opt out of this Arbitration Agreement within 30 days after we notify you regarding a material change to this Arbitration Agreement. You may opt out by sending an email to support@artpower.io or by sending a letter to 4925 Penn Ave Pittsburgh, PA 15224. You should include your printed name, mailing address, and the words “Reject Arbitration.”

Applicable Law for Disputes. You and we agree that the Federal Arbitration Act shall govern any Dispute, including the interpretation, enforcement and all proceedings and that, to the extent applicable, the Dispute will be decided under the substantive law shall be the law of the State of New York, excluding its conflict of laws rules, and these Terms, our Privacy Policy and any other policies posted from time to time on the Sites or otherwise provided to you.

20. General

Governing Law. These Terms are governed by the laws of the State of New York, excluding its conflict of laws principles. You hereby irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts sitting in New York, NY, for all claims and disputes arising out of or relating to the Services and these Terms.

Assignment. We may assign these Terms, in whole or in part, at any time. You may not assign these Terms without our prior written approval.

Invalidity. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in effect.

Entire Agreement. These Terms constitutes the entire agreement between you and us with respect to the Sites and the subject matter hereof, and such Terms supersede all prior or contemporaneous agreements and communications, whether electronic, oral or written, between you and us with respect to the Sites and the subject matter hereof.

No Waiver; Severability. Our failure or delay to enforce at any time any of the provisions of these Terms shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. If any term or part of these Terms is found to be illegal, invalid or unenforceable, this will have no effect on any other terms and conditions of these Terms.

Notice. We may provide you notice through the Sites, to your email address on file with your Account, or any other reasonable means. All notices given by you or required under these Terms shall be in writing and addressed to: 4925 Penn Ave Pittsburgh, PA 15224