General Terms of Use

Overview

Welcome to ZirqArt, an online marketplace for artworks.

ZirqArt (“we”, “us”, “our”) provides a services for browsing, selling and purchasing original artworks created by Ukrainian artists (“Artworks”) on our website (“Platform”).

These General Terms of Use, together with all of ZirqArt’s terms and policies that you may enter into with us, govern your use of ZirqArt’s Platform (“Agreement”). By accessing or using the Platform, you (“your”, “user”) agree to be bound by this Agreement. If you do not agree with any part of this Agreement or cannot comply with it for any reason, you must not use the Platform.

When referring to ZirqArt in this Agreement related to disclaimers, releases, limitations of liability and indemnifications, it shall be understood to include our representatives, employees, directors, affiliates, subsidiaries, successors, and assigns, unless otherwise specified.

Throughout this Agreement, words in the singular include the plural and vice versa, and words denoting any gender include all genders, as the context requires.

ZirqArt reserves the right to update or change these General Terms of Use at any time. Any changes will be effective immediately upon posting to the website. We encourage you to review this Agreement periodically for changes. Your continued use of the Platform after the posting of any changes constitutes acceptance of those changes.

1. Use of the Platform

1.1. By using the Platform, you acknowledge and agree that: – you have the legal capacity to enter into this Agreement and agree to comply with these General Terms of Use together with all required ZirqArt’s terms and policies; – you are of legal age in the jurisdiction in which you reside; – you have the legal capacity to enter into binding contracts; – you will not access the Platform through automated or non-human means, such as bots or scripts; – you will not use the Platform for any illegal or unauthorized purpose; and – your use of the Platform will not violate any applicable laws or regulations, or rights of any third parties.

2. Account Registration

2.1. In order to access certain features of the Platform, you may be required to create an account and complete registration process as a Seller or a Buyer.

2.2. You agree to provide true, accurate, current, and complete information during the registration process and to keep your account information updated.

2.3. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Platform (or any portion thereof). We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable. We reserve the right to remove any listings or suspend any accounts that violate our terms and policies or legislation, or if we determine that your conduct is harmful to other users or our reputation.

2.4. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. You are not allowed to rent, sell, lease, sublicense or otherwise transfer your ZirqArt’s account, or any access to or use of our Platform, to any third party.

2.5. You are enabled to delete your account if there are no active transactions (purchases) associated with your account. To delete your account, please contact ZirqArt by emailing us at tatianagold@zirqart.com. Upon confirmation of no active transactions, your account will be permanently deleted.

3. Communication Consent

3.1. By using our Platform, you consent to receive communications from us electronically. You agree that we may communicate with you by posting notices on the Platform and/or by email. You further 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.

3.2. You acknowledge and agree that all notices we provide to you on the Platform and/or by email will be considered received by you on the day that we send them.

3.3. In the event that you register for an account or provide us with an email address, you acknowledge that we are not responsible for any automatic filtering that you or your network provider may apply to any email sent to the provided email address.

4. Listings and Purchases

4.1. Sellers may list Artworks for sale on the Platform, and Buyers may purchase Artworks listed for sale. All purchases are subject to the terms and conditions of our Buyers [link] and Sellers [link].

4.2. We make every effort to display as accurately as possible the colors, features, specifications, and details of the Artworks available on the Platform. However, we do not guarantee that the colors, features, specifications, and details of the Artworks will be accurate, complete, reliable, current, or free of other errors, and your electronic display may not accurately reflect the actual colors and details of the Artworks.

4.3. Prices for all Artworks are subject to change.

4.4. All Artworks are subject to availability.

5. Intellectual Property

5.1. The copyrights to all original materials, content, selection, and arrangement of the Platform (including text, user and visual interfaces, images, look and feel, design, sound, underlying software, and computer codes) are proprietary to ZirqArt, its parents, affiliates, subsidiaries, or third-party licensors. You may not copy, reproduce, post on any other website, republish, upload, encode, modify, translate, publicly perform or display, commercially exploit, distribute, or transmit any portion of the Platform or make any derivative works from it in any way without the express prior written consent of ZirqArt.

5.2. Any name, logo, trademark, service mark, patent, design, copyright, domain name, or other intellectual property appearing on the Platform is owned or licensed by ZirqArt or its parents, affiliates, or subsidiaries and may not be used by you without the prior written consent of ZirqArt or the appropriate owner. Your use of the Platform does not grant you any right, title, interest, or license to any such intellectual property appearing on the Platform. Any unauthorized use of the content of the Platform may render you liable under applicable laws.

5.3. ZirqArt and its licensors own all right, title, and interest in and to the Platform, including all associated intellectual property rights. You acknowledge and agree that you do not acquire any ownership interest in the Platform by using it.

5.4. ZirqArt acknowledges and respects the intellectual property rights of others and expects Sellers to uphold the same standards. If you believe that your intellectual property rights have been infringed upon by anyone on the Platform, please contact ZirqArt by emailing us at tatianagold@zirqart.com, and provide the following information: (i) a description of the copyrighted work or other intellectual property that you claim has been infringed; (ii) details regarding the location of the material you claim is infringing on the Platform; (iii) your contact information, including address, telephone number, and email address; (iv) a statement affirming that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (v) a statement made under penalty of perjury, affirming the accuracy of the information provided in your notice and confirming that you are the copyright or intellectual property owner or are authorized to act on behalf of the copyright or intellectual property owner.

6. Content Disclaimer

6.1. Our Platform contains a wide range of Artworks, which may include uncensored content, nudity, or material that some may find offensive or inappropriate. We do not monitor or control user access to content and disclaim liability for any harm resulting from its use. Please report any inappropriate content to ZirqArt immediately by emailing us at tatianagold@zirqart.com.

7. Void where prohibited

7.1. Any offer made on the Platform is void where prohibited by law. It is your responsibility to ensure that your use of the Platform and any features, services, tools, software, applications or functionality obtained through the Platform comply with all applicable laws and regulations in your jurisdiction.

8. Disclaimer of Warranties

8.1. YOUR USE OF THE PLATFORM IS UNDERTAKEN AT YOUR OWN RISK.

8.2. WE PROVIDE THIS PLATFORM “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. WE DISCLAIM ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, AND ANY WARRANTIES THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR BE AVAILABLE, ACCESSIBLE, TIMELY, ACCURATE, RELIABLE, SECURE, OR FREE OF ERRORS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

8.3. WE ASSUME NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY VIRUSES OR OTHER FORMS OF CONTAMINATION OR DESTRUCTIVE FEATURES THAT MAY AFFECT YOUR COMPUTER EQUIPMENT, SOFTWARE, DATA, OR OTHER PROPERTY AS A RESULT OF YOUR ACCESS TO, USE OF, OR BROWSING ON THE PLATFORM OR YOUR DOWNLOADING OF ANY MATERIALS, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE PLATFORM OR ANY LINKED WEBSITES.

8.4. OUR PLATFORM MAY CONTAIN LINKS TO THIRD-PARTY WEBSITES FOR YOUR CONVENIENCE. EACH LINKED WEBSITE MAY HAVE ITS OWN TERMS AND CONDITIONS, WHICH YOU SHOULD REVIEW BEFORE USE. WE DO NOT CONTROL, ENDORSE, OR GUARANTEE THE AVAILABILITY, CONTENT, SECURITY, OR QUALITY OF THESE EXTERNAL WEBSITES, NOR ARE WE RESPONSIBLE FOR YOUR EXPERIENCE WHILE INTERACTING WITH THEM. ANY PRODUCTS, SERVICES, OR CONTENT AVAILABLE ON THESE LINKED WEBSITES ARE THE SOLE RESPONSIBILITY OF THE RESPECTIVE THIRD-PARTY PROVIDERS, AND WE DISCLAIM ANY LIABILITY IN CONNECTION WITH YOUR USE OF SUCH WEBSITES.

8.5. IF THE USE OF THE PLATFORM RESULTS IN THE NEED FOR SERVICING OR REPLACING ANY EQUIPMENT, MATERIAL, OR DATA, WE WILL NOT BE RESPONSIBLE FOR THOSE COSTS OR LOSSES, AND YOU SHOULD BACK UP YOUR DATA AT ALL TIMES.

8.6. NO ADVICE OR INFORMATION, ORAL OR WRITTEN, OBTAINED BY YOU FROM ZIRQART OR THROUGH THE PLATFORM, WILL CREATE ANY WARRANTY BY US NOT EXPRESSLY STATED IN THIS AGREEMENT OR IN A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND US.

8.7. ZIRQART MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH REGARD TO ANY ITEM, ITS QUALITY, SIZE, CONDITION, DESCRIPTION, ATTRIBUTION, AUTHENTICITY, LEGAL TITLE, AVAILABILITY TO SELL, ANTICIPATED SELLING PRICE, VALUE, OR OTHERWISE.

8.8. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU.

9. General Release

9.1. ZIRQART DOES NOT ENDORSE OR CONTROL AND IS NOT RESPONSIBLE FOR THE CONDUCT, PERFORMANCE, OR NON-PERFORMANCE (WHETHER ONLINE OR OFFLINE) OF ANY USERS, BUYERS, OR SELLERS.

9.2. WE ENCOURAGE USERS, SELLERS, AND BUYERS TO RESOLVE ANY DISPUTES REGARDING TRANSACTIONS ON THE PLATFORM AMICABLY. IN THE EVENT OF A DISPUTE, YOU AGREE TO COOPERATE WITH US IN OUR EFFORTS TO RESOLVE THE DISPUTE IN A FAIR AND TIMELY MANNER. WE CAN WAIVE ANY OF OUR TERMS AND CONDITIONS AND RESOLVE THE DISPUTE BASED ON THE BEST INTERESTS OF THE BUYER AND SELLER.

9.3. IF YOU HAVE A DISPUTE WITH ONE OR MORE USERS, BUYERS, OR SELLERS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE US FROM ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL), OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

9.4. 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.

10. Limitation of Liability

10.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ZIRQART BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, REVENUE, ANTICIPATED SAVINGS, BUSINESS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, OR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH: (I) THIS AGREEMENT; (II) THE PLATFORM; (III) THE USE OF OR INABILITY TO USE THE PLATFORM; (IV) ANY ARTWORK; OR (V) ANY TRANSACTIONS ENTERED INTO THROUGH OR IN CONNECTION WITH THE PLATFORM. IN NO EVENT WILL ZIRQART BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LIABILITY RESULTING FROM THE PROVISION OF INACCURATE INFORMATION BY YOU, INCLUDING INFORMATION ABOUT YOUR AGE.

10.2. NO DELAY OR FAILURE BY US TO PERFORM UNDER THIS AGREEMENT DUE TO ANY GOVERNMENTAL REGULATION OR RESTRICTION, ACT OF WAR OR TERROR, POWER OUTAGE, FIRE, FLOOD, OR OTHER NATURAL DISASTER, OR ANY OTHER CAUSE BEYOND OUR REASONABLE CONTROL, WILL BE DEEMED A BREACH OF THIS AGREEMENT.

10.3. IN NO EVENT WILL THE TOTAL LIABILITY OF ZIRQART ARISING OUT OF OR RELATED TO THIS AGREEMENT BE LIMITED TO THE TOTAL SUM OF PAYMENTS MADE BY YOU TO ZIRQART UNDER THE PREVIOUS 12 MONTHS.

11. Indemnification

11.1. You agree to indemnify, defend, and hold harmless ZirqArt from and against any and all claims, costs, liabilities, judgments, penalties, losses, damages, and expenses (including reasonable attorneys’ fees) arising out of any claims, actions, audits, investigations, inquiries, or other proceedings instituted by any third party that arise out of or relate to (i) any actual or alleged breach of any of your agreements, obligations, representations, or warranties set forth in this Agreement; (ii) your violation of any law or the rights of any third party (including but not limited to any intellectual property right, moral right, privacy right, publicity right, or contractual right); or (iii) your taxes and/or duties, or the collection or payment of or failure to collect or pay your taxes and/or duties.

11.2. You agree to reimburse ZirqArt for any costs and expenses (including reasonable attorneys’ fees) arising out of any claims by ZirqArt against you arising out of your breach or alleged breach of this Agreement or other misuse of the Platform by you under this Agreement. Your obligations set forth in this section will survive this Agreement and your use of the Platform.

12. No Agency or Third-Party Beneficiary

12.1. You and we are independent contractors under this Agreement. Nothing stated in or implied from this Agreement and/or any of ZirqArt’s terms and policies that you may enter into with us will create any agency, partnership, joint venture, employment, fiduciary, trustee, sales representative, or franchise relationship between you and us. You will not represent yourself as our agent to any third party and have no authority to make or accept any offer or representation on our behalf. Except as expressly otherwise provided in this Agreement, nothing stated in or implied from this Agreement will give any party other than you or us any legal or equitable right, remedy or claim under or with respect to this Agreement.

13. Governing Law and Jurisdiction

13.1. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of law principles.

13.2. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Miami, Florida.

14. English Controlling Language

14.1. All performance under this Agreement and the resolution of disputes shall be conducted in the English language. If a translation of this Agreement into any other language is required by law, the English version will prevail to the extent that there is any conflict or discrepancy between the English version and any translation. If this Agreement is provided to you in a language other than English, ZirqArt does so solely for your convenience.

15. Severability Clause

15.1. If any provision of this Agreement 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 permissible, and this Agreement will otherwise remain in full force and effect.