Terms
The following terms of use, together with any documents and additional terms they expressly incorporate by
reference (collectively, the “Terms of Use”) govern your access to and use of: (a) our website offered on or through https://nala.art (the “NALA Website & Artist Account Dashboard”); (b) any mobile device software provided by us to you (the “NALA Application for Art Lovers”); (c) any text, pictures, media, data, or other information, materials, or
content (collectively, the “Content”) contained on or provided through the NALA Website or NALA Application (other than User Data or User Submissions, as defined below); and (d) all other Content, products or services provided by us to you (collectively, the “NALA Solution”).
These Terms of Use form an agreement between NALA Inc. (“NALA”, “us”, “we”, “our”) and you. The term “you”, “your”, or “User” refers to the person or entity browsing, installing, downloading, or otherwise using the NALA Solution (“use” or “using” in these Terms of Use will mean any of the foregoing).
If you are offering to purchase works of art (“Artwork”) on or through the NALA Solution, references to “buyer” in these Terms of Use will refer to you in respect of such offers and purchases. If you are offering Artwork for sale on or through the NALA Solution, references to “seller” in these Terms of Use will refer to you in respect of such offers and sales.
BY USING THE NALA PLATFORM, OR BY CLICKING TO ACCEPT THESE TERMS OF USE, YOU: (A) REPRESENT AND WARRANT THAT (I) YOU HAVE REACHED THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION, (II) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND (III) ALL INFORMATION SUPPLIED BY YOU TO US THROUGH THE NALA PLATFORM IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND
COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1. IF YOU DO NOT AGREE TO THESE TERMS OF USE YOU MUST NOT ACCESS OR USE THE NALA SOLUTION.
IF YOU ARE USING THE NALA PLATFORM ON BEHALF OF ANOTHER PERSON OR ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT AND AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF USE, IN WHICH CASE THE TERMS “YOU”, “YOUR”, AND “USER” APPLY TO SUCH PERSON OR ENTITY.
Changes to these Terms of Use and the NALA Platform
Except where prohibited by applicable law, we reserve the right, in our sole discretion, to change any
provision of these Terms of Use at any time. When we change these Terms of Use, we will: (i) place a notice on the NALA Website or provide a notice through the NALA Application, send you an email, or notify you by some other means as required by applicable law; (ii) post a new version of these Terms of Use to the
NALA Website or through the NALA Application; and (iii) update the “Last Updated” date at the top of these Terms of Use. We may require you to provide consent to the updated Terms of Use in a specified manner before further use of the NALA Solution is permitted. If you do not agree to any change(s) after
receiving a notice of such change(s), you will stop using the NALA Solution. Otherwise, your continued use of the NALA Solution after any changes to these Terms of Use indicates your acceptance of such changes.
We reserve the right to modify the NALA Platform at any time, without notice. We may, at our discretion, suspend your use of the NALA Platform: (i) for scheduled maintenance; (ii) if you violate any provision of these Terms of Use; or (iii) to address any emergency security concerns.
You may need to update third-party software from time to time in order to use the NALA Platform.
User Account
To use certain features of the NALA Platform, you may be required to successfully sign up for a user
account (a “User ID”) and provide your full name, an appropriate username handle, email address, and password login credentials. You acknowledge that your name and username handle will be displayed to, and viewable by, other users of the NALA Platform.
If you select a User ID, you will keep your User ID secure and will not grant access to or otherwise share your User ID with any other person.
You must provide us with true, accurate, current and complete information when signing up for your User ID. The uploaded artwork must be created by the Artist and account holder uploading such works, available for sale whilst uploaded and visible on the NALA Platform. If we believe or suspect that your
information is not true, accurate, current or complete, we may suspend or terminate your use of the NALA Platform.
We reserve the right to disable, change, or reclaim or repurpose any User ID issued to you at any time in our sole discretion. If we disable access to a User ID issued to you, you may be prevented from using the NALA Platform and if we change, reclaim, or repurpose any User ID you may be prevented from using the NALA Platform through that User ID.
NALA IS ENTITLED TO ACT ON INSTRUCTIONS RECEIVED THROUGH YOUR ACCOUNT. NALA IS NOT RESPONSIBLE FOR ANY ACTIONS TAKEN OR TRANSACTIONS MADE TO OR FROM YOUR ACCOUNT
(INCLUDING ANY OFFERS TO PURCHASE OR SELL ARTWORK) BY YOU OR ANY OTHER PARTY USING YOUR
USER ID. You are solely responsible for any and all use of your User ID and all activities that occur under or in connection with your User ID. Without limiting any rights which we may otherwise have, we reserve the right to take any action, in our sole discretion, to ensure the security of the NALA Platform and your account, including terminating your account, changing your password, or requesting additional
information to authorize transactions on your account.
User Data, User Submissions, and Privacy
You grant to us and our amliates and service providers, and each of their and our respective licensees, successors and assigns, a fully paid up, irrevocable, worldwide, non-exclusive, royalty-free, transferable
and sublicensable licence to collect, store, and use any Content that you load, transmit to or enter into, or that we collect from, the NALA Platform (collectively, “User Data”): (i) to develop, enhance and make available on the NALA Platform; and (ii) to produce data and other information, content, and materials
that are identified as relating to you as the creator and owner of artwork and image (such data, information, content, and materials, the “Aggregated Data”).
We and our amliates and service providers, and each of their and our respective licensees, successors and assigns are free to create, use and disclose Aggregated Data during and after the Term for any purpose
and without obligations of any kind.
Please review our current privacy policy, available at http://nala.art/privacy (“Privacy Policy”), which
contains important information about our practices in collecting, storing, using and disclosing information about identifiable individuals (“Personal Information”), and which is hereby incorporated into and forms part of these Terms of Use.
When you as a user post or publish Content that you upload, e-mail, transmit or otherwise make publicly available on the NALA Platform (“User Submissions”), you grant us and our amliates and service providers, and each of their and our respective licensees, successors and assigns, a fully paid up, irrevocable, worldwide, non-exclusive, royalty-free, transferable and sublicensable licence to use, license, distribute, adapt, publicly perform, publicly display, derive revenue or other remuneration from, and otherwise disclose to third parties, the User Submissions (in whole or in part) for marketing purposes (including on advertising campaigns, marketing campaigns, and on social media) and to incorporate them in other works in any form, media or technology now known or later developed, throughout the world, without
compensation to you, for the full term of any worldwide intellectual property right that may exist in the User Submissions.
You grant each user of the NALA Platform a non-exclusive, perpetual license to access the User Submissions through the NALA Platform and to view and distribute such User Submissions.
We reserve the right to remove, edit, limit, or block access to User Data and User Submissions at any time and from time to time, in our sole discretion, including upon any violation of any provision of these Terms of Use. We have no obligation to display or review your User Data or the User Submissions.
You understand and agree that you, and not the NALA Parties, are fully responsible for all User Data and User Submissions.
To the extent permitted by applicable law, NALA will not be liable for any failure to store, or for loss or corruption of, your User Data.
You represent and warrant to us that: (i) your User Data and the User Submissions will only contain
information (including Personal Information) in respect of which you have provided all necessary notices and disclosures, obtained all applicable third-party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable us to make available such User Data and
User Submissions on or through the NALA Platform; (ii) you own or control the appropriate rights in and to your User Data and the User Submissions, including any intellectual property owned by third parties and the right to grant the licenses to the User Submissions contained herein; and (iii) you will not submit,
upload, or otherwise make available via the NALA Platform, any User Data or User Submissions that: (A) you do not have the rights necessary to use, transmit, publish, or to grant us the licenses as described
herein; (B) infringe, misappropriate, or otherwise violate any intellectual property, publicity or other rights of any third party; or (C) breach or violate any applicable laws or these Terms of Use.
NALA Blogs & Socials and Participation in Content Creation for the NALA Platform In certain situations, we may ask you to participate in our creation of Content that we plan to include in the NALA Platform, including Artist Reels,(video recordings of an Artist or Art Lover). As part of such Content creation, we may record,
produce and edit audio, video or written content based on audio, video or written interviews with you. In consideration for your participation in such Content creation, you agree to the following:
You irrevocably grant to NALA the right and license to record, photograph and film you during the creation of the Content and at NALA’s option, use, reproduce, copy, publish, retouch, edit, exhibit,
broadcast, transmit and distribute your picture, voice, comments, silhouette and other reproductions of your physical likeness in and in connection with the advertisement, distribution and broadcasting of the NALA Platform for an unlimited term in any and all media. Notwithstanding the foregoing, it is understood that NALA is under no obligation to use any such Content, to credit you, or to consult with you in connection with any use thereof.
You also agree to the use of, and grant to NALA an irrevocable right to the unrestricted use of, your name, likeness, portrait or pictures, voice and biographical material about you for educational,
program or series publicity and organizational promotional purposes and for such other commercial advertising or other purposes as NALA may decide upon in its sole discretion.
You agree that you will have no right of approval and no claim to additional compensation, royalty, or benefit, and no claim (including claims based upon invasion of privacy, defamation, or right of publicity) arising out of any use or any blurring, distortion, alternation, optical illusion or use in composite form whether or not intentional, and you fully release NALA from any such claims.
You confirm that any Content furnished or displayed by you and all intellectual property rights therein and thereto (including any works of art or trademarks that are visible when you are being recorded) is either yours or otherwise authorized for such use by the rights holder without obligation to you or any third party. Without limiting the generality of the foregoing, you agree that you are responsible for, and will indemnify, defend and hold harmless NALA and its respective contractors, directors, employees, amliates, representatives, agents, successors, and assigns from and against, any claims (including legal fees) alleging that any Content you furnish or display violates, misappropriates, or infringes the rights of any third party.
You further agree that your participation confers upon you no rights of use, ownership or copyright therein.
You release NALA and its respective contractors, directors, employees, amliates, representatives, agents, successors, and assigns from all liability which may arise from any claims by you or any third party in connection with your participation therein.
If any other individual or identifiable location appears or is referenced in any such Content, you will be responsible for obtaining such individual’s or location owner’s consent and release for, and agreeing on such individual’s or location owner’s behalf to, the provisions of this Section 5 and you will indemnify, defend and hold harmless NALA and its respective contractors, directors, employees, amliates, representatives,
successors, and assigns from and against any claims by or on behalf of such individual or location owner in relation to such Content.
Notifications Regarding Artists or Artwork You may subscribe to notifications through the NALA Platform regarding certain Artwork or Artists in order to be notified of updates of their available works in addition to your direct messaging with a matched Artist.
NALA does not screen Artwork Content; Featured Content NALA believes in free expression by artists and is not responsible for screening or reviewing the content of any Artwork or its suitability for individual users. Without limiting the generality of the previous sentence, Content made available on or through the NALA
Platform may include nudity, graphic images, or other material that some people may consider offensive, disturbing, or inappropriate.
Some Content provided on or through the NALA Platform may be designated as featured or marked with other similar language. Such designations or markings do not constitute an endorsement, representation or
warranty of any kind by us regarding such Content.
Offering Artwork for Sale Your placement of Artwork for sale on or through the NALA Platform constitutes an irrevocable offer to have available and sell such Artwork through the NALA Platform. By placing any Artwork for sale on or through the NALA Platform, the seller of such Artwork represents and warrants that: (a) the Artwork is authentic, created by the Artist account holder who posted and offered the work on NALA, and the description of, and any information provided in relation to, such Artwork is accurate, true and not misleading in any respect; and (b) the seller produced and owns such Artwork free and clear of any security interests,
liens or adverse claims of any kind and upon sale, good and marketable title will pass to the buyer; (c) and none of your acts or performance in connection with these Terms of Use and no part of these Terms of Use will conflict with any obligation that you have to any third party, whether contractual or otherwise . You agree to immediately notify us in writing of any event or information that may cause the Seller’s Statements to be
NALA does not currently offer an inbuilt payment system and is not reliable for any payments and shippings, or any other elements of an online sale. NALA currently solely acts as a connector between the two user
groups “Artist” as seller and “Art Lover” as buyer. We encourage Artists and Art Lovers to get in touch directly and finalise their sale via their online payment system and art shippers of choice and stay in appropriate
communication until the sale has been finalised.
Donations Sellers may pledge to donate a portion of the sale price of Artwork to a particular cause or charity.
NALA does not control or have any responsibility for such donations and NALA does not investigate factual accuracy of any donation claims made by a seller.
Pricing Information on the NALA Platform Any pricing on the NALA Platform has been set by the amliated Artist Account and NALA does not make any determination or representation that any such data is
representative of current value of any Artwork or and will not ever predicting its future value. In addition,
each Artwork is unique and historical price appreciation of similar works is not a direct proxy for performance of such Artwork. We encourage Artists to price their work reasonably, in their own interest, and Art Lovers to determine if they are in agreement with the stated price prior to agreeing to a purchase.
NALA does not Provide any Financial, Tax, or other Professional Advice NALA does not set the sales price for Artwork and all investments involve risk and may result in partial or total loss. Notwithstanding anything to the contrary, NALA does not provide any financial or tax advice or services in relation to any Artwork. The buyer and seller of Artwork should confer with their personal tax advisors regarding the tax consequences
based on their particular circumstances. NALA does not assume responsibility for the financial or tax consequences of any purchase or sale made through the NALA Platform.
Responsibility for Shipments of Artwork; Title and Risk of Loss Unless otherwise agreed by the buyer and the
seller of the Artwork, all Artwork will be deemed accepted by the buyer of the Artwork upon shipment, and title to, and risk of loss of, the Artwork passes to the buyer of the Artwork when it is provided by the seller to a common carrier. The buyer and seller of the Artwork are ultimately responsible for arranging for sumcient
insurance coverage for losses of or damage to the Artwork during shipment.
The seller of the Artwork, and not NALA, is responsible for arranging for packing and shipment of the Artwork. While NALA may provide an option for the seller to arrange for packing and shipment of Artwork with a third- party carrier through the NALA Platform in the future, the seller of the Artwork is ultimately responsible for the packaging and shipment of such Artwork with or without in-app shipping options. Any packaging or
shipment of the Artwork by any such third-party carrier will be subject to the terms, conditions and privacy policies, if any, of the third-party carrier in addition to these Terms of Use. We are not responsible for any
error by, damages to or losses of Artwork caused by, or other acts or omissions of, the third-party carrier.
No Responsibility for other NALA Platform Users or Artwork Your interactions with entities and individuals on or through the NALA Platform, including payment for and delivery of Artwork, and any other terms,
conditions, warranties or representations associated with such dealings, are solely between you and such entities and individuals.
WHILE WE MAY PROVIDE TIPS THROUGH THE NALA PLATFORM TO ASSIST THE BUYER OF ARTWORK TO
VERIFY ARTWORK, THE BUYER SHOULD CONDUCT ITS OWN INDEPENDENT VERIFICATION AND SHOULD NOT RELY ON SUCH TOOLS TO VERIFY PURCHASED ARTWORK. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE BUYER (NOT NALA) IS RESPONSIBLE FOR CONDUCTING ALL DUE DILIGENCE AND OTHER
INVESTIGATIONS REGARDING THE PROVENANCE AND AUTHENTICITY OF ARTWORK OFFERED ON OR THROUGH THE NALA PLATFORM.
ALL SALES AND PURCHASES OF ARTWORK ARE SOLELY BETWEEN THE BUYER AND SELLER OF THE ARTWORK AND NALA IS NOT A PARTY TO THOSE CONTRACTS OR ACTING AS AN AGENT FOR ANY PARTY. YOU AGREE
THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NALA IS NOT RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH INTERACTIONS AND
DEALINGS. WE ARE MERELY ACTING AS A CONDUIT FOR SUCH INTERACTIONS AND DEALINGS AND WE TAKE NO RESPONSIBILITY FOR THEM.
Since we are not professional conservators or restorers, we urge you to consult with a restorer or conservator of your choice who will be better able to provide a detailed, professional report on Artwork you wish to
purchase. All buyers should inspect all Artwork satisfy themselves as to condition and must understand that
any statement on the NALA Platform regarding the Artwork is merely a subjective, qualified opinion.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, ALL ARTWORK IS OFFERED AND SOLD “AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, AND NONE OF THE NALA PARTIES MAKES ANY REPRESENTATIONS OR WARRANTIES, OR ASSUMES ANY LIABILITY OF ANY KIND, WITH REGARD TO THE MERCHANTABILITY OR MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DESCRIPTION, SIZE, QUALITY, CONDITION, OR ATTRIBUTION. BUYERS ACKNOWLEDGE THAT THEY ARE ACQUIRING ARTWORK ONLY AND NO
COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS ARE BEING ACQUIRED.
Ownership of the NALA Platform
Neither these Terms of Use nor your use of the NALA Platform grants you ownership in the NALA Platform or the Content you access through the NALA Platform. These Terms of Use do not grant you any right to use NALA’s trademarks or other brand elements. All right, title and interest, including intellectual property rights, in and to the NALA Platform and all other Content provided by us hereunder, and any updates, modifications, adaptations, translations, customizations or derivative works thereof or thereto, will remain the sole property of NALA (or our third-party suppliers, if applicable).
The NALA Platform and all materials provided by us hereunder are made available or licensed to you and not “sold”.
All rights not expressly granted to you in these Terms of Use are reserved by NALA.
License to the NALA Platform Subject to these Terms of Use, we grant you a worldwide, non-exclusive, non- transferable, non-sublicensable and revocable licence during the Term to use the NALA Platform in
accordance with these Terms of Use.
Your Responsibilities You agree to:
keep your User ID and all other login information confidential;
not rent, sell, lease, sublicense or otherwise transfer your account, or any access to or use of the NALA Platform, to any third party;
not register for more than one account, register for an account on behalf of an individual or entity other than yourself, or register for an account on behalf of any other individual, group or entity;
keep your email address and, where applicable, your contact details associated with your account current
and accurate; and
promptly notify us if you become aware or reasonably suspect any illegal or unauthorized activity or a security breach involving your account, including any loss, theft, or unauthorized disclosure or use of any User ID or account.
No Unlawful or Prohibited Use You will not use the NALA Platform in violation of these Terms of Use or of any applicable law. You will not, without our prior written permission, use the NALA Platform for any purpose
other than in accordance with these Terms of Use. Without limiting the generality of the foregoing, you will not (and will not attempt to) directly or indirectly:
gain unauthorized access to the NALA Platform or bypass any measures we may use to prevent or restrict access to the NALA Platform;
send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on the NALA
Platform any Content that: (i) contains any computer viruses, worms, malicious code, or any software intended to damage or alter any computer system or data; (ii) is false, inaccurate, intentionally
misleading, or impersonates any other person; (iii) is defamatory, bullying, harassing, abusive,
threatening, vulgar, exploitative, obscene, harmful, sexually explicit, inflammatory, offensive or
discriminatory or is otherwise objectionable, such determination to be made in NALA’s sole discretion;
(iv) is harmful to minors in any way or targeted at minors; (v) violates, or encourages any conduct that may violate, any applicable laws or would give rise to civil or criminal liability; or (vi) discloses or
provides information protected under any law, agreement or fiduciary relationship, including proprietary or confidential information of others;
use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse
engineer, reverse assemble, disassemble, or decompile the NALA Platform or any part thereof or otherwise attempt to discover any source code;
use the NALA Platform for the purpose of building a similar or competitive product or service;
violate the terms of use of any third-party website that is linked to the NALA Platform, including any third-party social media website;
restrict or inhibit anyone’s use or enjoyment of the NALA Platform or harm NALA or users of the NALA Platform or expose them to liability;
promote, advocate, or assist with any illegal activity;
use any Content on or provided through the NALA Platform for targeted advertising;
interfere with or disrupt the integrity, performance, or operation of the NALA Platform or the Content on or provided through the NALA Platform; or
authorize, permit, enable, induce or encourage any third party to do any of the above.
NALA reserves the right to suspend or cancel any purchase, sale, or other offer or transaction on or through the NALA Platform if such purchase, sale, or other offer or transaction would, in NALA’s sole discretion, violate any applicable law (including any international conventions, import or export restrictions, or other applicable statutes, regulations, rules, or guidance issued by a governmental or regulatory authority from time to time).
Communications; Content on the NALA Platform
You are solely responsible for your interactions with other users of the NALA Platform, including any communications through the NALA Platform. NALA reserves the right, but is not required, to review disputes between you and other NALA Platform users.
Though we strive to enforce the Terms of Use above with all of our users, you may be exposed through the NALA Solution to Content that violates our policies or is otherwise offensive. You use the NALA Platform at your own risk. We may, but are not obligated to, remove Content from the NALA Platform for any reason, including if we determine or suspect that such Content violates these Terms of Use.
We do not guarantee the confidentiality of any communications made by you through the NALA Platform. We do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the NALA Platform.
Feedback You agree that nothing in these Terms of Use will restrict our right to use, disclose, publish or otherwise exploit any suggestion or idea provided by you (such suggestions or ideas, “Feedback”), without compensation to you and without any obligation to you. You will not have any claim, including claims based
upon invasion of privacy, defamation or right of publicity, arising out of any use, alteration, blurring, distortion or use in composite form of any Feedback. Except as prohibited by law, you hereby waive, and you agree to waive, any moral and author’s rights (including attribution and integrity) that you may have in any Feedback, even if it is altered or changed in a manner not agreeable to you.
Third-Party Content, Websites or Services The NALA Platform may provide or publish links or access to third- party content, websites, or services. Likewise, we may allow you to use the NALA Platform from third-party systems. NALA does not represent that it has reviewed such third-party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with such third-party content, websites, or services are the property of their respective owners. NALA does not endorse any third-party
content, websites, services, or systems, or guarantee or warrant their quality, durability, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third-party content, websites, services, or systems are not under NALA’s control, and if you choose to access any such
content, websites, or services, or to use the NALA Platform from such systems, you do so entirely at your own risk. You acknowledge that you may be required to accept terms of use applicable to third-party content, websites, services, or systems and agree to accept and comply with any such terms of use.
Malicious Code and Security We do not guarantee or warrant that the NALA Platform is compatible with your computer system or mobile device or that the NALA Platform, or any links from the NALA Platform, will be
free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer systems and mobile devices.
Disclaimer THE LAWS OF CERTAIN JURISDICTIONS, WHICH MAY INCLUDE QUEBEC, DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF CERTAIN LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THESE TERMS OF USE
(INCLUDING THE FOLLOWING DISCLAIMERS) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR CONDITION, THE SCOPE AND DURATION OF SUCH WARRANTY OR CONDITION WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE NALA PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT
WARRANTIES OR CONDITIONS OF ANY KIND. EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED OR AS
OTHERWISE REQUIRED BY LAW, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE NALA PLATFORM WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING ANY WARRANTIES AND CONDITIONS OF MERCHANTABILITY, QUALITY, DURABILITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY,
COMPLETENESS, ACCURACY, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE AND NON-INFRINGEMENT, AND ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR
USAGE OF TRADE, OR THAT THE NALA PLATFORM IS OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THIRD-PARTY COMMUNICATIONS AND ANY THIRD-PARTY WEBSITES OR CONTENT ACCESSED THROUGH THE NALA PLATFORM.
Limitation of Liability TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES OR OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES,
CONTRACTORS, AGENTS, LICENSORS, LICENSEES AND SERVICES PROVIDERS AND ANY SUCCESSORS AND
ASSIGNS OF THE FOREGOING (COLLECTIVELY WITH NALA, THE “NALA PARTIES”) BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR LOST PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF OR DAMAGE TO ARTWORK OR OTHER PROPERTY, FINES,
FEES, PENALTIES OR OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE WERE ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE NALA
SOLUTION OR THE INABILITY TO MAKE USE OF THE NALA Platform, OR THESE TERMS OF USE. IF YOU ARE DISSATISFIED WITH THE NALA PLATFORM, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE NALA PLATFORM.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF USE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE NALA PLATFORM, EXCEED $100 CAD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
Without limiting the foregoing, under no circumstances will any of the NALA Parties be held liable for any
delay or failure in performance in any way resulting from acts of nature, forces, or causes beyond our or their reasonable control, including Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, pandemics, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.
Indemnification You will defend, indemnify and hold harmless the NALA Parties from and against any claims,
causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including reasonable legal and accounting fees, arising out of or in connection with: (a) your User
Data and User Submissions; (b) use of the NALA Platform by you or anyone on your behalf (except to the
extent prohibited by law); (c) any taxes related to the purchase or sale of Artwork that you failed to remit, any other amounts due or owing under any tax laws, or any dispute concerned the tax status of NALA; or (d) your breach of any provision of these Terms of Use. NALA reserves the right, at its own cost, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defences.
Term and Termination; Survival
These Terms of Use will commence on the day you first use the NALA Platform and will remain in effect
until terminated by either party in accordance with the provisions of these Terms of Use (the “Term”). We may terminate these Terms of Use at any time and with immediate effect by giving notice to you, at our
discretion, by email (at your current email address on file with us) or through the NALA Platform. You may terminate these Terms of Use at any time and with immediate effect by deleting your account, ceasing use of the NALA Platform and uninstalling and deleting the NALA Application and any local Content made available to you through the NALA Platform. For greater certainty, if you continue to use the NALA
Platform after these Terms of Use have been terminated, these Terms of Use will continue to apply to the extent of such use. Please note that if your account is cancelled, NALA does not have an obligation to delete or return to you any of your User Content.
The following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration, will survive expiration or termination of these Terms of Use for any reason:
Sections 2 (Additional Terms), 4 (User Data and Privacy), 10 (Ownership of the NALA Platform), 14(b)
(Communications Not Confidential), 16 (Third-Party Content, Websites or Services) 17 (Malicious Code and
Security), 18 (Disclaimer), 19 (Limitation of Liability), 20 (Indemnification), 21(b) (Survival), and 23 (General Provisions).
Geographic Restrictions The NALA Platform is not intended for use in any jurisdiction where its use is not permitted, as detailed by NALA from time to time within the NALA Platform or in the Additional User Terms.
DMCA For U.S. Residents: Under the Digital Millennium Copyright Act of 1998 (as amended from time to time,
the “DMCA”) if you believe in good faith that any content on the NALA Platform infringes your copyright, you may send us a notice requesting that the content be removed. The notice must include: (a) your (or your
agent's) physical or electronic signature; (b) identification of the copyrighted work on the NALA Platform that is claimed to have been infringed (or a representative list if multiple copyrighted works are included in one notification); (c) identification of the content that is claimed to be infringing or the subject of infringing activity, including information reasonably sumcient to allow us to locate the content on the NALA Platform;
counter-notices should be sent to[email protected]. There can be penalties for false claims under the DMCA.
We suggest that you consult your legal advisor before filing a notice or counter-notice. It is our policy to terminate, in appropriate circumstances, the access rights to the NALA Platform of repeat infringers.
General Provisions
Choice of Law. Except as restricted by applicable law, these Terms of Use will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein (without giving effect to any
principles of conflicts of law) and such laws apply to your use of the NALA Platform, notwithstanding your domicile, residency or physical location. You will only use the NALA Platform in jurisdictions where the
NALA Platform may lawfully be used. Except as restricted by applicable law, you hereby consent to the
exclusive jurisdiction and venue of courts in Toronto, Ontario, Canada in all disputes arising out of or
relating to the use of the NALA Platform. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use. This choice of jurisdiction does not prevent us from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
Entire Agreement. These Terms of Use constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the NALA Platform. A printed
version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Waiver. Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms of Use must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
Severable. If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.
Assignment. You will not assign these Terms of Use to any third party without our prior written consent. We may assign these Terms of Use or any rights under these Terms of Use to any third party without your consent. Any attempted assignment, subcontract, delegation, or transfer in violation of this Section will be null and void. The terms of these Terms of Use will be binding upon permitted assignees. These Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.
Dispute Resolution. If you believe that NALA has not adhered to these Terms of Use, please contact NALA using the contact information listed below. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.
The NALA Parties have no duty to resolve and will not act as the agent of any buyer or seller in connection with resolving any disputes. However, we may, but are not obligated to, provide intermediary services between buyers and sellers in connection with customer service or dispute resolution matters.
English Language. It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les
documents qui s’y rattachent soient rédigés en anglais.
Contact If you have any questions or comments regarding these Terms of Use, please contact us at [email protected]
Apple App Store Additional License Terms If the NALA Platform is provided to you through the Apple Inc. (Apple Inc. together with all of its amliates, “Apple”) App Store, the following terms and conditions apply to you in addition to all the other terms and conditions of these Terms of Use:
The parties acknowledge these Terms of Use are concluded between the parties, and not with Apple. The responsibility for the NALA Platform and content thereof is governed by these Terms of Use.
Notwithstanding anything to the contrary hereunder, you may use the NALA Platform only on an iPhone, iPad, iPod touch, or other compatible Apple device that you own or control.
You and we acknowledge that Apple has no obligation to furnish any maintenance or support services with respect to the NALA Platform.
To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the NALA Platform, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be governed by these Terms of Use.
Any claim in connection with the NALA Platform related to product liability, a failure to conform to applicable legal or regulatory requirements, or claims under consumer protection or similar legislation is governed by these Terms of Use, and Apple is not responsible for such claim.
Any third-party claim that the NALA Platform or your possession and use of the NALA Platform infringes that third party’s intellectual property rights will be governed by these Terms of Use, and Apple will not be responsible for the investigation, defense, settlement and discharge of such intellectual property
infringement claim.
You represent and warrant that you are not: (i) located in any country that is subject to a U.S. Government
embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; or (ii) listed on any U.S. Government list of prohibited or restricted parties.
You may contact us in writing regarding any notices, questions, complaints or claims with respect to the NALA Platform.
Name: NALA Support
Address: Exchange Tower, 130 King Street West, Suite 1800, Toronto, ON M5X 1E3 Email Address: [email protected]
Apple is a third-party beneficiary to these Terms of Use and may enforce these Terms of Use against you.
If any of the terms and conditions in these Terms of Use are inconsistent or in conflict with Apple’s applicable instructions for Minimum Terms for Developer’s End User License Agreement (the current version as of the
date these Terms of Use was last updated is located at: http://www.apple.com/legal/internet-
services/itunes/appstore/dev/minterms/) or the App Store Terms of Service (the current version as of the date these Terms of Use was last updated is located at: http://www.apple.com/legal/internet-
services/itunes/ca/terms.html), the terms and conditions of Apple’s instructions for Minimum Terms for
Developer’s End User License Agreement or App Store Terms of Service, as applicable, will apply to the extent of such inconsistency or conflict.
Google Play If the NALA Application is provided to you through the Google Inc. (Google Inc. together with all
of its amliates, “Google”) Google Play store, the following terms and conditions apply to you in addition to all the other terms and conditions of these Terms of Use:
You acknowledge that Google is not responsible for providing support services for the NALA Platform.
If any of the terms and conditions in these Terms of Use are inconsistent or in conflict with the Google Play Developer Distribution Agreement (the current version as of the date these Terms of Use was last updated is located at https://play.google.com/about/developer-distribution-agreement.html), the terms and conditions of Google’s Google Play Developer Distribution Agreement will apply to the extent of such inconsistency or conflict.
Additional User Terms
Commissions NALA commits to charging 0% commission on any sales. The sales price is set by the Artist directly and the Artist and the Art Lover arrange between themselves final price, payment and shipping.
Payment Processor(s) NALA’s current Subscription Payment Processor is Stripe. For more information on Stripe and to review Stripe’s terms and conditions, please visit Stripe’s website: https://stripe.com/
Third Party Carrier A seller may arrange for shipment of Artwork directly. Shipping and payments are currently not integrated into NALA and have to be arranged directly by the seller / buyer. Please see our FAQs for more details and tips on how to conduct an online art sale.
Geographical Location NALA permits users to use the NALA Platform in Canada, United States, Mexico, United Kingdom, Switzerland, and Netherlands, among other locations. Please note that there may be additional
country-specific limitations and restrictions on cross-border transactions through the NALA Platform as identified by NALA from time to time.