Terms of Service

Welcome to Private Offering (the "Service"), operated by ArtCollection.io LLC ("we," "us," or "our").

These Terms of Service ("Terms") govern your access to and use of the Private Offering mobile application and related services. By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service.

Private Offering is an invitation-only platform. Access is granted at our sole discretion and may be revoked at any time, for any reason or no reason, without notice.

By Application Only. Access to the Service is not publicly available. You must apply for an invitation, and we review all applications individually. We reserve the right to accept or reject any application without providing a reason.

Age and Capacity. You must be at least 18 years of age and have the legal capacity to enter into binding contracts to use the Service.

Compliance with Laws. You must comply with all applicable laws and regulations in your jurisdiction when using the Service.

Revocation of Access. We may suspend or terminate your access to the Service at any time, without notice, for any reason, including but not limited to violation of these Terms or conduct we deem inappropriate.

Platform Nature. Private Offering is a curated platform that facilitates connections between users and select offerings. The Service is not an open marketplace. We curate the offerings presented and control who may access them.

Facilitation, Not Sale. Private Offering facilitates inquiries and connections. We are not the seller of record for any items or services presented through the Service. Third parties may fulfill transactions. We do not guarantee the availability, authenticity, quality, or legality of any offerings.

Concierge Inquiries. The Service may include concierge inquiry features. These are provided for convenience and do not constitute a binding agreement to transact. All pricing, availability, and terms are subject to change without notice.

No Guarantees. We make no representations or warranties regarding the availability of any offerings, the accuracy of any information, or the completion of any transaction. Transactions may be completed off-platform, and we have no control over such transactions.

You agree not to:

• Use the Service for any unlawful purpose or in violation of these Terms;
• Impersonate any person or entity or misrepresent your affiliation with any person or entity;
• Attempt to gain unauthorized access to the Service or any accounts, systems, or networks connected to the Service;
• Interfere with or disrupt the Service or servers or networks connected to the Service;
• Use any automated means (including bots, scrapers, or crawlers) to access or interact with the Service;
• Upload, post, or transmit any content that is unlawful, harmful, threatening, abusive, defamatory, obscene, or otherwise objectionable;
• Violate any applicable laws or regulations, including those related to privacy, data protection, export control, or consumer protection;
• Sell, transfer, or share your account or access credentials with any third party.

We reserve the right to investigate and take appropriate action against anyone who violates these Terms, including removing content, suspending or terminating accounts, and reporting to law enforcement authorities.

Ownership. All content, design, graphics, text, software, and other materials provided through the Service (excluding user-submitted content) are owned by or licensed to ArtCollection.io LLC and are protected by copyright, trademark, and other intellectual property laws.

License. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your personal, non-commercial use, subject to these Terms.

User Content. If you submit any content through the Service (such as messages, inquiries, or feedback), you grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to use, reproduce, modify, and display such content in connection with the Service.

Restrictions. You may not copy, reproduce, distribute, modify, create derivative works from, publicly display, or otherwise exploit any content from the Service without our express written permission.

Subject to Change. All prices, availability, and terms are subject to change without notice. Offerings may be removed or become unavailable at any time.

No Obligation. Viewing an offering or submitting an inquiry does not obligate you or us to complete a transaction.

Third-Party Transactions. Transactions may be completed with third-party sellers or service providers, not with ArtCollection.io LLC. You acknowledge that we are not a party to such transactions and have no liability arising from them.

Payment Processing. If payment is processed through the Service, it will be handled by a third-party payment processor. You agree to comply with their terms and conditions.

Taxes and Fees. You are responsible for all taxes, duties, and fees associated with any transaction.

By using the Service, you consent to receive push notifications, in-app messages, and other electronic communications from us. You may opt out of certain notifications through your device settings or the Service settings.

Message and data rates may apply. You are responsible for any charges from your mobile carrier.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CONTENT, OFFERINGS, OR INFORMATION PROVIDED THROUGH THE SERVICE.

TO THE FULLEST EXTENT PERMITTED BY LAW, ArtCollection.io LLC AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

You agree to indemnify, defend, and hold harmless ArtCollection.io LLC and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from:

• Your use of the Service;
• Your violation of these Terms;
• Your violation of any rights of another party, including any intellectual property rights;
• Any content you submit or transmit through the Service; or
• Any transactions or interactions with third parties facilitated through the Service.

Governing Law. These Terms and any disputes arising out of or related to these Terms or the Service shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law principles.

Arbitration Agreement. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service (including the formation, performance, or breach of these Terms) shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules, except as modified by this section.

The arbitration shall be conducted in San Francisco, California, or another mutually agreeable location. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class Action Waiver. You agree that any arbitration or proceeding shall be limited to the dispute between you and ArtCollection.io LLC individually. To the fullest extent permitted by law, you agree that:

• No arbitration or proceeding shall be joined with any other;
• There is no right or authority for any dispute to be arbitrated or resolved on a class-action basis or to utilize class action procedures; and
• There is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions. Either party may bring an action in court to seek injunctive or other equitable relief for disputes related to intellectual property rights or unauthorized access to the Service.

These Terms remain in effect while you use the Service. We may suspend or terminate your access to the Service at any time, without notice, for any reason or no reason, including if we believe you have violated these Terms.

Upon termination, your right to use the Service will immediately cease. All provisions of these Terms that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by updating the "Last Updated" date at the top of these Terms and, where appropriate, providing additional notice (such as through the Service or via email).

Your continued use of the Service after any changes to these Terms constitutes your acceptance of the new Terms. If you do not agree to the modified Terms, you must stop using the Service.

Entire Agreement. These Terms constitute the entire agreement between you and ArtCollection.io LLC regarding the Service and supersede all prior agreements and understandings.

Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

Waiver. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.

Assignment. You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign or transfer these Terms without restriction.

No Third-Party Beneficiaries. These Terms do not confer any third-party beneficiary rights.

Force Majeure. We shall not be liable for any failure or delay in performance due to causes beyond our reasonable control.

If you have any questions about these Terms, please contact us at:

ArtCollection.io LLC
Email: support@privateoffering.com