Last Updated and Effective: May 23, 2018
- You may use our Services only if you can form a binding contract with us, and only as permitted by law. You are not allowed to use our Services if you are a person under the age of thirteen (13). Additional eligibility requirements may apply to some Services, and we will notify you of those requirements in these Terms or otherwise in connection with those Services.
- 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.
- You will need to register for an ARTA account in order to use some of our Services. You agree to provide only true and accurate information in connection with your account, and to update all such information as necessary to keep it accurate and current.
- 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 firstname.lastname@example.org 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.
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.
"on our Services" means on the ARTA websites: www.shiparta.com and app.shiparta.com.
"including" means "including but not limited to" unless we specifically indicate otherwise.
Company As Independent Contractor
With respect to all services provided hereunder, Company shall act as an independent contractor to Customer, and shall not for any purpose act as the “agent” of Customer.
Limitation of Actions
- Unless subject to a specific statute, all claims against Company for a potential or actual loss must be made in writing and received by Company, within the lesser of ninety (90) days of the event giving rise to the claim or the mandatory minimum period provided by any applicable law. The failure to give timely notice to Company shall be a complete defense to any suit or action commenced by Customer.
- All suits against Company must be filed and properly served on Company within the lesser of two (2) years from the date of the loss or damage or the mandatory minimum time provided by any applicable law.
No Liability For Services of Third Parties
Company’s responsibility shall be limited to arranging for, but not actually performing, transportation of Customer’s freight. Customer’s or third party’s insertion of Company’s name on the bill of lading shall be for Customer’s convenience only and shall not change Company’s status as a property broker. Customer understands that even when, for Customer’s convenience, Company is listed on the bill of lading, Company is not a motor carrier and will not perform transportation of freight. It is understood and agreed that the Company is not a carrier and that the Company shall not be held liable for loss, damage or delay in the transportation of Customer’s property unless caused by Company’s negligent acts or omissions in arranging for transportation of Customer’s freight pursuant. Company makes no representations or warranties that any third parties responsible for the shipping of goods will render such services in a certain manner or to a certain degree of performance, nor does Company assume responsibility or liability for any action(s) and/or inaction(s) of such third parties and/or its agents. All claims in connection with the act of a third party shall be brought solely against such party and/or its agents; in connection with any such claim, Company shall cooperate, within reason, with Customer, which shall be liable for any charges or costs Company incurs.
Quotations Not Binding
Quotations as to fees, freight charges, insurance premiums or other charges given by Company to Customer are for informational purposes only and are subject to change without notice.
Declaring Higher Value To Third Parties
Third parties responsible for the shipping, transportation and/or delivery of the goods may limit liability for loss or damage; Company will request excess valuation coverage only upon specific written instructions from Customer, which must agree to pay any charges therefor. Otherwise, Company shall secure the best pricing possible from third parties, which may be dependent on the application of provisions limiting third party’s liability to Customer. For the avoidance of doubt, Customer shall in all instances be subject to the terms of the applicable third party’s limitations of liability and/or terms and conditions of service.
Unless requested to do so in writing and confirmed to Customer in writing, Company is under no obligation to obtain insurance on Customer’s behalf; in all cases, Customer shall pay all premiums and costs in connection with obtaining requested insurance.
Disclaimers; Limitation of Liability
- Except as specifically set forth herein, Company makes no express or implied warranties in connection with its services.
- COMPANY MAY OFFER INSURANCE TO ITS CUSTOMERS. ANY AND ALL INSURANCE OFFERED HEREIN IS PROVIDED BY THIRD PARTY INSURERS AND NOT BY COMPANY. COMPANY IS NOT IN THE BUSINESS OF PROVIDING OR SELLING INSURANCE BUT MERELY OBTAINS SUCH INSURANCE FOR THE BENEFIT OF ITS CUSTOMER WHEN REQUESTED BY THE CUSTOMER. ANY AND ALL INSURANCE OFFERED IS SUBJECT TO A MAXIMUM DECLARED VALUE OF $1,000,000 (ONE MILLION DOLLARS). ANY EFFORT TO REQUEST INSURANCE OR DECLARE A VALUE IN EXCESS OF THE MAXIMUM ALLOWED IN THESE TERMS AND CONDITIONS IS NULL AND VOID, AND THE ACCEPTANCE OF ANY SHIPMENT BEARING A REQUEST FOR INSURANCE OR A DECLARED VALUE IN EXCESS OF THE MAXIMUM ALLOWED DOES NOT CONSTITUTE A WAIVER OF ANY PROVISIONS OF THESE TERMS AND CONDITIONS AS TO SUCH SHIPMENT. SHIPMENTS THAT ARE INADVERTENTLY ACCEPTED THAT EXCEED THIS MAXIMUM WILL BE CAPPED AT THE MAXIMUM ESTABLISHED BY THESE TERMS AND CONDITIONS AND CHARGES ASSESSED ACCORDINLY.
- In connection with all services performed by Company, Customer may obtain additional liability coverage as noted above, up to the actual or declared value of the shipment or sale, subject to maximum noted above, by requesting such coverage and agreeing to make payment therefor, which request must be confirmed in writing by Company prior to rendering services for the covered sale(s).
- In the absence of additional coverage under the above provisions, Company’s liability shall be limited to $50.00 per shipment or sale.
- In no event shall Company be liable or responsible for consequential, indirect, incidental, statutory or punitive damages even if it has been put on notice of the possibility of such damages.
No Responsibility for Governmental Requirements
It is Customer’s responsibility to know and comply with the marking requirements of the United States, the regulations of the U.S. Food and Drug Administration, and all other requirements, including regulations of Federal, state and/or local agencies pertaining to the merchandise. Company shall not be responsible for action taken or fines or penalties assessed by any governmental agency against the shipment arising out of the failure of Customer to comply with the law or the requirements or regulations of any governmental agency or with a notification issued to Customer by any such agency.
Customer shall not solicit the services of Company’s contract motor carriers where the Customer’s use of such carrier first occurred through the Company’s efforts. If the Customer breaches this provision, Company shall be entitled, as reasonable damages and not as a penalty, to a commission of fifteen percent of the gross revenue from traffic assigned by Customer to such carrier for a period of fifteen months. Customer also agrees that the breach of this provision entitles Company to be entitled to obtain an injunction against Customer in a court of competent jurisdiction, at Company’s option.
Neither Party shall be liable to the other for failure to perform any of its obligations during any time in which such performance is prevented by fire, flood, or other natural disaster, war, embargo, riot, civil disobedience, or the intervention of any government authority, or any other cause outside of the reasonable control of the Customer or Company, provided that the party so prevented uses its best efforts to perform and provided further, that such party provide reasonable notice to the other party of such inability to perform.
- 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.
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.
The Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of ARTA and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of ARTA.
- Our Services include an online marketplace where Users may request, browse, select, buy, list, market, offer for sale, and sell transportation and related services for shipments of goods (such as but not limited to insurance, condition reports, installation, customs brokerage etc.). Our Services also include features that enable Users to contact and communicate with us or other Users about the shipment requests listed on our Services or otherwise.
- Minors are not allowed to use our Services. Any person that uses our Services to request, browse, select, buy, list, market, offer for sale or sell transportation or related services for shipments of goods represents and warrants that they are at least eighteen (18) years old and are otherwise able to enter into and form binding contracts under applicable law.
- Users must receive our express written permission and may be required (at our sole discretion) to provide additional information and/or to meet additional eligibility requirements before they are allowed to list, market, offer or sell transportation services or other services related to the transportation of goods on or through our Services. For example, service providers may need to complete an additional registration process. These Terms apply to service providers, but these Terms alone do not give you permission to use our Services as a service provider.
- We may facilitate communication or payment between buyers, prospective buyers, and service providers in connection with some property. However, such Services are offered for convenience only. We have no agency authority and are not the agent of any buyer, prospective buyer or service provider for any purpose. Our involvement in any transaction is limited to providing this marketplace, and, in some cases, accepting payment from the buyer on behalf of the service provider in connection with the sale of some services.
- We do not endorse or control and are not responsible for the conduct (whether online or offline) of any buyer, prospective buyer, or service provider. We make no representations or warranties as to the character, reputation, policies or practices of any buyer, prospective buyer or service provider. We make no representations or warranties that any buyer, prospective buyer or service provider will complete any transaction or otherwise perform as promised (whether or not we collect or agree to collect payment from any buyer on behalf of any service provider).
- We do not endorse or make any representations or warranties of any kind, express or implied, with respect to: (i) Users' listings on our Services or related Content, whether as to accuracy, completeness, truthfulness, reliability or otherwise; or (ii) any service listed, marketed, offered or sold (whether online or offline) by any User and/or third party, whether as to description, legality, fitness for a particular purpose, or otherwise.
- No statement made by any service provider about any service (whether orally, in writing, on our Services or otherwise) will be considered a representation, warranty, or assumption of liability of any kind by us.
- We reserve the right, at any time at our sole discretion, to refuse to list, de-list, or delay or suspend listing of any service or item on our Services. We will not be liable to any User for doing so.
- We may receive a commission from some service providers on some service sales, subject to separate agreements between us and those service providers.
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.
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.
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.
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.
- 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.
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.
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.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.
- 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.
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.
- 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.
CHOICE OF LAW AND DISPUTE RESOLUTION
- You agree that all claims or disputes you have against us arising out of or related to these Terms or our Services must be resolved exclusively by a state or federal court located in New York County, New York, U.S., whether or not any third parties are involved. You agree to submit to the personal jurisdiction of, and agree that venue is proper in, the courts located in New York County, New York, U.S., for the purpose of litigating all such claims or disputes, and you expressly waive any objection as to inconvenient forum.
- 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.
- You agree that 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 filed within the applicable statute of limitations, or one (1) year after such claim arose, or else such claim will be permanently barred.
- Nothing in these Terms will prevent us from seeking injunctive or other equitable relief in any jurisdiction.
- 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.
- 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.
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.
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, without prior notice, 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.
- 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.
- 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, Choice of Law and Dispute Resolution, Changes to our Services, Changes to these Terms, Termination, Miscellaneous and Jurisdiction Specific Terms.
- 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.
- 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.
- 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.
JURISDICTION SPECIFIC TERMS
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.
HOW TO CONTACT US
If you have questions about these Terms or our Services, please email us at: email@example.com. If you would prefer to send us mail, ARTA is located at:
ARTA Shipping, Inc.
115 West 29th Street, 11th Floor
New York, New York, 10001, USA