Provenance Art and Culture Inc. Terms of Service

Welcome to https://www.rubyart.net (the “Site”), which is owned and operated by Provenance Art and Culture Inc., and our affiliated entities (“Provenance”, “we” or “us”).

PLEASE READ THESE TERMS AND CONDITIONS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS BY USING OUR SERVICES.

These terms of service (this “Agreement” or these “Terms”) form a binding agreement between you as a user of the Services (defined below)… By installing or otherwise accessing or using any of the Services, you agree that you have read, understood and agree to be bound by these Terms. If you do not agree to these Terms, you may not use the Services.

These Terms apply to your use of our services and software provided on our Site, our mobile application (the “App”), any services, content, communications, and product features relating to the Site and the App (collectively, the “Services”).

NOTE: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION WITH A CLASS ACTION WAIVER AND A WAIVER OF THE RIGHT TO A JURY. PLEASE REVIEW SECTION 23 BELOW BEFORE DOWNLOADING OR USING OUR SERVICES.

We reserve the right to make modifications to these Terms at any time… By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.

Services

Our Services are designed to provide a forum and online community for artists and art enthusiasts to share content, discuss, collaborate and explore their interest in art. Subject to these Terms, you are responsible for your use of the Services and for any Content you upload, post, access or use.

Privacy

By accessing or using the Services, you agree to be bound by our Privacy Policy, which is incorporated herein by reference. Any information you provide is subject to the Privacy Policy.

Accounts

Some Services require you to create an account. You agree your information is true and you’ll keep credentials secure. If you provide an email, we may send account-related or promotional materials.

Eligibility

You may authorize other users (“Authorized Users”) per your subscription. You’re responsible for their compliance. By using our Services you represent and warrant that you and each Authorized User:

• · Are at least 18 years old;
• · Can enter a binding contract;
• · Are not in a U.S.-embargoed or terrorist-supporting country;
• · Are not on U.S. restricted-party lists;
• · Are not prohibited by law from using Services;
• · Have only one account and have not been previously removed.

If you cease to meet these, you must stop using the Services and we may delete your account and Content.

Ownership of Submitted Content

You’re solely responsible for any Content you upload. You warrant that you own or have all necessary rights to grant us the licenses below, and that any likenesses or third-party content are cleared.

In connection with your Content, you will not submit anything infringing or otherwise in violation of third-party rights.

Compliance with Laws

You agree to use the Services lawfully, abiding by all applicable regulations (tax, money-laundering, trafficking, etc.). You may not engage in fraudulent, illegal, or infringing activities.

Fees

Many Services are free, but some features or products may incur fees. You agree to pay all fees, and we may adjust pricing at any time. Final transaction pricing is shown before you authorize it.

Your License to the Services

Subject to payment and compliance, we grant you a limited, non-exclusive, revocable, non-transferable license to use the Services. All other rights in our IP and third-party IP are reserved.

Restrictions On Use

• · Do not distribute, reverse-engineer, decompile, disassemble, or create derivative works;
• · Do not infringe our or third-party proprietary rights;
• · Do not probe or test vulnerabilities;
• · Do not bypass security or authentication measures;
• · Do not engage in unsolicited advertising or spam;
• · Do not access non-public or shared areas without invitation;
• · Do not circumvent usage limits or fees;
• · Do not promote unauthorized goods or illegal items;
• · Do not publish abusive, hateful, defamatory, pornographic, or otherwise prohibited content;
• · Do not harass our personnel or violate others’ rights;
• · Do not interfere with other users’ use of the Services.

License Grant to Your Content

You grant us a perpetual, worldwide, royalty-free, non-exclusive, irrevocable license to use, display, reproduce and store any Content you provide via the Services. We have no obligation to keep it confidential unless agreed in writing or required by law.

Copyright, Trademark, the DMCA & Takedowns

We respect IP rights. Infringing materials may be removed and repeat infringers terminated. To report infringement, contact support@rubyart.net with a proper DMCA notice per 17 U.S.C. § 512(c)(3). Counter-notifications follow 17 U.S.C. § 512(g)(3).

Suspension of Transactions and Services

We may suspend or cancel transactions or Services for fraud or compliance concerns, without liability.

Third-Party Services

We link to or integrate with third-party sites at your own risk. We do not endorse or control them, nor assume responsibility for their content or practices.

Endorsements

You agree to comply with laws on endorsements and testimonials, including FTC guidance—only truthful statements and required disclosures.

Interactions with Other Users

You’re responsible for your interactions with other users. We conduct no background checks and make no representations about other users.

Feedback

Any suggestions or feedback you send us may be used freely by us without attribution or compensation.

Beta Services

Beta, preview, or early-access features may change or be removed at any time. They may be less reliable and secure. You use them at your own risk and agree to keep them confidential until launch.

Indemnity

You agree to defend, indemnify and hold harmless Provenance and its affiliates and representatives from any losses arising out of your breach, your Content, or your use of the Services.

Limitations on Liability & Disclaimers

No Warranties

The Services are provided “AS IS” without any warranties or guarantees.

No Special Damages

We are not liable for indirect, incidental, punitive, or consequential damages, including lost profits.

No Liability for User Activities

We are not responsible for any acts or omissions of other users, including purchases or event attendance.

Additional Limitation

We are not liable for viruses, data corruption, transmission errors, links to third-party sites, or events beyond our control.

Aggregate Liability

Our total liability is capped at the fees you paid in the 12 months preceding your claim.

Term & Termination

We may modify or discontinue any portion of the Services at any time. We may cancel or deactivate your account or suspend Services, without liability. Upon termination, all fees become due, we may delete your data (but retain anonymized data), and cancel pending transactions.

Separate Agreement

We may have separate agreements (e.g., enterprise). Those prevail over these Terms where applicable.

Notices

We may notify you via in-app banners, email, SMS or mail. Notices are effective upon receipt or 24 hours after sending.

Binding Arbitration

ALL DISPUTES WILL BE RESOLVED BY BINDING ARBITRATION (WITH A CLASS ACTION WAIVER), EXCEPT IP INFRINGEMENT CLAIMS. AAA rules apply. Judgment on any award may be entered in court.

NOTICE: BY AGREEING, YOU AND PROVENANCE WAIVE RIGHTS TO COURT OR JURY TRIAL, TO DISCOVERY AND TO APPEAL, EXCEPT AS SPECIFICALLY PROVIDED HEREIN.

Governing Law

This Agreement is governed by New York law (without conflict rules). Non-arbitrable disputes go to NY courts, and you consent to jurisdiction there.

Interpretation

Section headings are for reference only. Singular includes plural; gender and person terms are inclusive.

Entire Agreement

This Agreement (as amended) plus all legal notices and policies on our Site constitute the entire agreement between you and us.

Amendment & Waiver

We may amend these Terms by posting updates. Continued use after posting constitutes acceptance. No waiver is effective unless in writing.

Severability

If a court finds any term invalid or unenforceable, that term is limited or removed, and the rest remain in effect.

Inurement

This Agreement binds and benefits each party’s successors and assigns.

Assignment

You may not assign your rights or obligations without our consent. We may freely assign ours, including in connection with a merger or sale.

Support

Please direct questions or issues to support@rubyart.net. Hours: Mon–Fri 9 am–5 pm EST.