Welcome! This website (the "Website") and the platform accessible therefrom (the "Platform") are operated by 1000474317 Ontario Corp., as NALA, a company organized under the laws of the Province of Ontario, and its corporate affiliates (collectively, "Nala", "us", "we" or "our").

The following terms of service (these "Terms of Service") set forth the general terms and conditions of your use of the Platform and the services offered therefrom (the "Services") and are in addition to any other terms of use posted on the Platform or linked from these Terms of Service, including our privacy policy, which together constitute the entire agreement (the "Agreement") between us and you.

1. Agreement to Terms

   By using the Platform, including, but not limited to, using our servers, Services, websites, or associated content, you agree to comply with and be legally bound by the Terms of Service, whether you become a member of the Platform (a "Member"), or other user of Services. These Terms of Service govern your access to and use of the Services. Unauthorized or improper use of the Services or a violation of the Terms of Service may result in you being banned from the Website and any use of the Platform and may subject you to civil liability and/or criminal penalties.

2. Services

   Nala makes available a platform that implements recommender artificial intelligence for artists and collectors to connect and transact. Nala is not an owner or operator of art, nor is it a broker, agent, insurer, or escrow agent. Nala does not own, sell, resell, furnish, provide, manage and/or control any art posted by artists on the Platform. Nala's services are limited to facilitating the availability of the Platform for artists and collectors to (i) connect, (ii) transact by use of Stripe, Inc. ("Stripe") in the case a collector chooses to purchase art (the "Purchaser") from a corresponding artist (the "Seller"), and (iii) coordinate shipment of purchased art by way of Arta Shipping, Inc. ("Arta"). Nala has no control over the conduct of artists, collectors, or other users of the Platform and Services, and disclaims any and all liability.

3. Accounts

   Account Creation

   To access the Services or some of the resources it offers, you are required to create an account (an "Account"). You may only create one Account and you agree not to allow any third party to use your Account or to use your Account on behalf of any third party. It is a condition of your use of the Services that any information you submit in connection with the creation or updating of your account or verification by us of your identity ("Registration Data") is correct, current, and complete. All Registration Data is governed by our privacy policy, and you consent to all actions we take with respect to your information consistent with our privacy policy.

   Representations

   By creating and using an Account, you represent and warrant to us that: (a) all Registration Data is correct, current and complete, (b) you do not have an existing Account, (c) you as an artist are the original creator of the art posted to the Platform and are the rightful owner, (d) you as the artist did not engage in any counterfeit activity as it relates to the art posted to the Platform, and (e) you comply with all terms and conditions of this Agreement.

   Account Security

   Any username, password, or any other piece of information chosen by you, or provided to you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. You understand and agree that your Account is personal to you, and you agree not to provide any other person with access (including partial access) to the Platform or the Services using your Account. You agree to notify us immediately of any unauthorized access to or use of your Account or any other breach of security. You are solely responsible for any password misuse or any unauthorized access to your Account. We reserve the right at any time and from time to time, to disable or terminate your Account, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason.

4. Rates and Fees

   When a Member chooses to engage in a transaction of art, the parties are entering into a direct contract (the "Transaction") whereby the Seller is responsible for collecting payment that must be mutually agreed upon by each of the Seller and Purchaser (the "Purchase Price") and coordinating shipment via third party platforms Stripe and Arta. When the Transaction occurs, the Seller agrees to pay Nala applicable fees equal to 11% of the Purchase Price not including applicable taxes or charges for shipping and handling if applicable (the "Transactional Fee"). The Transactional Fee will be automatically deducted from the Purchase Price at checkout via Stripe.

5. Payment and Billing

   Sellers agree to never request a Purchaser to pay any or all of the Purchase Price and/or the Transactional Fee directly, and the Seller further agrees to never accept payment made directly by the Purchaser other than by payment through Stripe. The Purchaser agrees to never pay any or all of the Purchase Price and/or the Transactional Fee directly to the Seller. If the Seller and/or Purchaser violates this prohibition, they will remain liable for all applicable fees, including, but not limited to, administrative costs, and Nala may immediately cancel that violating Members account. Nala may collect applicable fees by, among other things, deducting the fees from amounts owed to the Seller or otherwise charging the Members account. Any deduction and/or payment hereunder shall not limit Nala from pursuing any other remedy to which it is entitled hereunder or pursuant to applicable law. Any dispute and/or litigation between the Seller and Purchaser regarding direct payments in violation of this section shall be assumed by the Seller and Purchaser exclusively and shall not name or otherwise include Nala as a party.

   Terms of payment are within our sole discretion and payment must be received by Stripe before acceptance of an order by the Seller. Purchasers represent and warrant that: (i) the credit card information they supply are true, correct, and complete, (ii) they are duly authorized to use such credit card for the purchase, (iii) charges incurred by them will be honored by their credit card company, and (iv) they will pay charges incurred by them at the posted price, including shipping and handling charges and all applicable taxes, if any.

6. Payment Authorization

   All Transactions are facilitated by way of Stripe and so Sellers and Purchasers may be subject to the terms and conditions governing Stripe's services and their personal information collection practices. Members acknowledge that Nala cannot control any fees that may be charged by its bank related to Nala's collection of owed amounts, and Nala disclaims all liability in this regard.

7. Shipment; Delivery; Title and Risk of Loss

   In connection with the Transaction, Arta will arrange for shipment of the purchased art to the Purchaser (the "Purchased Art"). Please check the delivery options page for specific handling options. The Purchaser will pay all shipping and handling charges if applicable unless otherwise specified in the order confirmation.

   Title and risk of loss pass to the parties of the Transaction upon transfer of the Purchased Art to the shipping carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.

8. Acknowledgements

   By using the Services, you agree and acknowledge that:

   1. we are not responsible for performing any due diligence investigations on any Member of the Platform and we are not responsible for any consequences, including any losses or damages you may suffer, arising from false, incorrect or incomplete information offered by any Member of the Platform;
   2. we make no representations or warranties with respect to any of the content uploaded to the Platform and you are solely responsible for performing sufficient independent research to ensure that any actions made by you are made on an informed basis;
   3. you must comply with all applicable local, state, provincial, territorial and federal laws and regulations;
   4. you may not use the Services in any manner that is harmful, fraudulent, deceptive, threatening, harassing, obscene, or otherwise objectionable or unlawful. You may not use the Services to upload, transmit, or promote any material that infringes or violates the privacy, intellectual property, or other rights of anyone else;
   5. you will not expose our affiliated services or users to any harm or liability;
   6. you may not interfere with or damage the Services by techniques including, but not limited to, the use of viruses, bots, harmful code, denial-of-service attacks, backdoors, packet or IP address spoofing, forged routing, or any other malicious methods or technology;
   7. you may not use the Services to upload, transmit, or promote any junk mail, spam, or commercial offers;
   8. you may not copy, rip, capture, or collect any content on the Services using robots, spiders, scripts, scrapers, crawlers, or any similar tool in a manner that does not comply with robots.txt file. You may not reverse engineer any portion of the Services, or otherwise attempt to obtain the underlying source code, algorithms, ideas, structure, or design used by the Services in ways that do not comply with robots.txt file;
   9. you will engage with the Services in a way that promotes its intended use.

9. Artificial Intelligence

   Members acknowledge Nala's use of Artificial Intelligence ("AI") enabled features of the Services (the "AI Services"). Members hereby authorize Nala's ability to collect, use, store, analyze and otherwise use or derive any findings from information you input on the Website and any other information collected for the purposes of providing you with AI Services to review inputs and outputs, and to develop and improve the Services of Nala. The AI Services may provide output that is not unique to you and may provide similar or the same output to other Members. The outputs that are requested by and generated for other uses are not considered your content. For example, the AI Services are designed to provide recommendations of specific art that may be applicable to you based upon the input you provide, and information gathered by AI. Nala hereby confirms that they will not collect, use, store, analyze and otherwise use or derive any findings from information you input on the Website for the development and training of AI Services and other business purposes and services.

10. Privacy Policy

    Our privacy policy discusses how we collect, process, and disclose personal information through our Services. Please read the privacy policy carefully. By submitting your personal information and using the Platform and Services, you consent to the collection, use, disclosure, and maintenance of any such personal information in compliance with our privacy policy, including records of your interaction with the Services.

11. Intellectual Property Rights

    With the exception of the Members artwork featured on the Platform, you understand and agree that the Platform and its entire contents, features, and functionality, including, but not limited to, all information, software, code, data text, displays, images, video, audio, design, selection, presentation, layout and arrangement (together, the "Content") are owned by Nala, its licensors, or other providers of such material and are protected in all forms by all applicable intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights laws.

    You have no right, title, or interest in or to the Platform or to any content on the Platform, and all rights not expressly granted are reserved by Nala. Any use of the Platform not expressly permitted by this Agreement is a breach of this Agreement and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.

    Unless otherwise agreed upon between you and us, you have no right to sublicense the license rights granted in this section. You will not use, copy, adapt, modify, prepare any derivative works, or distribute, license, sell, transfer, display, transmit, broadcast, or otherwise exploit the Services except as permitted in these Terms of Service. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by us or our licensors, except for the licenses and rights expressly granted in these Terms of Service.

12. User Submissions; Grant of License

    Any submissions you make to us ("User Submissions") will not be subject to any confidentiality by us except as in accordance with applicable laws or our privacy policy. By providing any User Submissions, you grant us and our service providers, and each of their and our respective licensees, successors, and assigns the right to a world-wide, royalty free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose and according to your account settings and/or incorporate such material into any form, medium or technology throughout the world without compensation to you. You further waive any moral rights or other rights of authorship as a condition of submitting any User Submission.

    By submitting User Submissions, you declare and warrant that you own or have the necessary rights to submit the User Submissions and have the right to grant the license hereof to us and our service providers, and each of their and our respective licensees, successors, and assigns to the User Submissions and comply with the Agreement. You represent and warrant that all User Submissions comply with applicable laws and regulations. You understand and agree that you are fully responsible for any User Submissions you submit or contribute, and you are fully responsible and legally liable, including to any third party, for your User Submissions. We have no obligation, nor any responsibility to any party to monitor User Submissions and we have no liability for any action or inaction regarding User Submissions, subject to applicable laws.

13. User Generated Content

    General

    You acknowledge and agree that we may, at our sole discretion, permit you or other Members to post, upload, publish, submit, or transmit content, including, but not limited to, images of your artwork ("User Content").

    Moderation

    We reserve the right to remove, delete, block, or modify such content at our sole discretion. You acknowledge and agree that we have no obligation to review or screen any User Content, and that by using our Services, you may be exposed to User Content that is inaccurate, misleading, offensive, or otherwise objectionable.

    Restrictions

    You may not submit, post, publish or otherwise provide any User Content that: (1) violates, or encourages any conduct that would violate, any applicable local, state, national, or international law or regulation, including laws pertaining to intellectual property or privacy; (2) is defamatory, threatening, abusive, harassing, hateful, obscene, pornographic, harmful or invasive of anyone's privacy or excessively violent; or (3) is deceptive, misleading or misrepresents your identity or relationship with any person or entity.

    License

    By submitting any User Content on the Platform or through the Services, you grant us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such User Content, in any media, in order to operate, promote, improve, or market the Services.

    Warranty

    You acknowledge and agree that you are solely responsible for all User Content. You represent and warrant that you have all rights, licenses, consents, and releases that are necessary to grant us the license referenced in section 9.4 of this Terms of Service.

    Non-Endorsement

    We do not endorse or make any representations or warranties of any kind with respect to any User Content and/or any statements, ideas, advice, or opinions communicated on, through, or in connection with our Services (whether online, offline, orally, in writing or otherwise) by any Member and/or third party, whether with respect to accuracy, completeness, truthfulness, reliability or otherwise. You acknowledge that any use of or reliance on any User Content and/or any such statements, ideas, advice or opinions is solely at your own risk.

14. No Reliance

    The content on the Platform, as well as any information provided orally by our representatives, is provided for general information purposes only. It is not intended to amount to advice on which you should rely. You must obtain more specific or professional advice before taking, or refraining from, any action or inaction on the basis of such information.

    Although we make reasonable efforts to update the information on the Platform, we make no representations, warranties, or guarantees, whether express or implied, that the content on the Platform is accurate, complete, or up to date. Your use of the content on the Platform and the Services is at your own risk and neither we nor any affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever for your use of the content on the Platform or the Services.

    The Platform may include content provided by third parties, including from other users and third-party licensors. All statements and/or opinions expressed in any such third-party content, other than the content provided by us, are solely the opinions and the responsibility of the person or entity providing those materials and we do not have any responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third-party materials.

    We may at any time without notice or liability decide to alter, amend, restrict, modify, or terminate the Platform or the Services or any functionality or portion of the Platform or the Services, all in our sole discretion, and you understand that there is no guarantee that the Platform or the Services or any portion or functionality of them will continue to operate or be available for any particular period of time. We will not be liable if, for any reason, all or any part of the Platform is unavailable at any time or for any period.

15. DISCLAIMER OF WARRANTIES

    EXCEPT AS EXPLICITY SET OUT HEREIN, YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITE, THE PLATFORM AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. NEITHER US NOR OUR AFFILIATES OR LICENSORS ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY OTHER MEMBER OF THE PLATFORM AND YOU HEREBY RELEASE US AND OUR AFFILIATES OR LICENSORS FROM ANY LIABILITY RELATED THERETO, WHETHER DIRECT OR INDIRECT, THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

    SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER CONDITIONS AND WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU. YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY OR CONDITION CLAIMS IN RELATION TO THE WEBSITE AND ITS CONTENTS.

16. LIMITATION OF LIABILITY

    IN NO EVENT SHALL WE OR ANY AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

    IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE FEES (NOT INCLUDING THIRD PARTY FEES) PAID BY YOU TO THE COMPANY PURSUANT TO THIS AGREEMENT DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, PROVIDED THAT SUCH LIMITATION OF LIABILITY SHALL NOT APPLY TO (A) LIABILITY RESULTING FROM OUR WILFUL MISCONDUCT OR (B) DEATH OR BODILY INJURY RESULTING FROM OUR NEGLIGENT ACTS OR OMISSIONS.

17. Notice of Copyright Infringement

    We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Services infringe your copyright, you may request removal of those materials (or access to them) from the Services by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:

    • Your physical or electronic signature.
    • Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website or the Platform, a representative list of such works.
    • Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
    • Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
    • A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
    • A statement that the information in the written notice is accurate.
    • A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

    Our designated copyright agent to receive DMCA Notices is:

    [FIRST AND LAST NAME OF AGENT]
    [NAME OF AGENT'S ORGANIZATION]
    [PHYSICAL MAIL ADDRESS OF AGENT]
    [TELEPHONE NUMBER OF AGENT]
    [EMAIL ADDRESS OF AGENT FOR THIS PURPOSE]

18. Modification

    We reserve the right in our sole discretion to revise and update this Agreement from time to time without further notice. If we do so, the date of the last modification will be posted at the beginning of the Terms of Service. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Platform. You agree to periodically review this Agreement in order to be aware of any such modifications and your continued use of the Platform and the Services shall be your acceptance of this Agreement as revised.

19. Age Restriction

    In compliance with the requirements of Children's Online Privacy Protection Act, we do not collect any information from any person under 13 years of age. If you are under 13 years of age, you may not use the Website or the Platform.

20. Chat Functionality Restrictions

    Nala includes a chat function which allows Members to communicate. You acknowledge and agree that you are prohibited from sharing any financial account information, including, but not limited to, credit card information, account numbers, and routing numbers, via the chat function.

21. Termination

    We reserve the right to terminate your use of the Services and delete your user account if you violate the Terms of Service, or if we believe that such action is needed in order to protect the rights, interest, safety, or interests of other Members, affiliates and service providers, or any other entity or individual. This termination may be done with or without notice to you.

22. Notice

    We can provide notices to you by personal delivery, mail (including registered mail), phone or by e-mail at the address, phone number or e-mail, as applicable, associated with your Account. If the contact information which you have provided us changes, you agree to promptly update such information associated with your Account.

23. Assignment

    We may assign any or all our rights and obligations under this Agreement or pledge the Agreement or proceeds thereunder as security for any obligation, without your permission. If you want to assign this Agreement to anyone else, you will need our written consent to do so.

24. Headings

    The headings in these Terms of Service are inserted for reference only and do not affect the interpretation of this Agreement.

25. Waiver

    No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from the Agreement operates, or may be construed, as a waiver thereof; and no single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

26. Severability

    If any provision of these Terms of Service is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible. The other provisions of the Terms of Service will remain in full force and effect.

27. Governing Law

    These Terms of Service (and any further rules, policies, or guidelines incorporated by reference) shall be governed by and be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties hereto irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario to resolve any dispute which may arise among them concerning these Terms of Services and the subject matters hereof.

28. Survival

    All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, Account cancellation, debts owed to us, general use of the Platform, disputes, the general provisions, shall survive the termination or expiration of this Agreement.

29. Feedback

    We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Services by emailing us at [email protected]. You agree that we have the right, but not the obligation, to use such feedback without any obligation to provide you credit, royalty payment, or ownership interest in any changes made to the Services.

30. Entire Agreement

    This Agreement, including any terms and conditions incorporated by reference herein, constitutes the sole and entire agreement between you and us regarding the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.