Terms &
Conditions
Welcome to Sassy Digital Art!
Sassy Digital Art is a platform that allows you to buy, sell, create, publish and display “Sassies” (DIGITAL ART WORK ). These Terms of Use are entered into by and between you and Sassy Digital Art, LLP (“Sassy Digital Art ” “Company,” “we,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference, govern your access to and use of The SASSY Platform, including any content, functionality, and services offered on or through www.SassyDigitalArt.com (the “Site”).
1) Accepting these Terms
These Terms of Use set out your rights and responsibilities when you use Sassy Digital Art to buy, sell, create, publish or display (“Sassy’s ), so please read them carefully. Sassy Digital Art,LLP is an administrative platform that facilitates transactions between a buyer and a seller but is not a party to any agreement between the buyer and seller of Sassies or between any users. By clicking on the “I Accept” button, completing the account registration process, or using the Services, you accept and agree to be bound and abide by these Terms of Use and all of the terms incorporated herein by reference. By agreeing to these terms, you hereby certify that you are at least 18 years of age. If you do not agree to these Terms of Use, you must not access or use the Site or the Services.
Please note that this Agreement contains an arbitration clause and class action waiver. By agreeing to these Terms of Use, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have the dispute decided by a judge or jury, and you waive any right to participate in collective action, whether that be a class action, class arbitration, or representative action.
Sassy Digital Art,LLP reserves the right to change or modify these Terms of Use at any time and in our sole discretion. You agree and understand that by logging into your account, accessing or using the Site or Services following any change to these Terms of Use, you agree to the revised Terms of Use and all of the terms incorporated therein by reference. We encourage you to review the Terms of Use from time to time to ensure that you understand the terms and conditions that apply when you access or use the Site.
2) Definitions“Creator” means a User who makes artwork that is transferred into Sassy Digital Art and sold on Sassy Digital Art,LLP .
* “Creator Content” means Artwork that a Creator creates, descriptions of the Creator and the Creator’s Artwork, and any other information posted by a Creator that is not Profile Information.
* “Drop Terms” means the number of editions, format, and price with which a Publisher or Creator sells Artwork through Sassy Digital Art,LLP .
* “Marketplace Services” means the purchase, sale, or display of “Sassies” -“Art”.
* “creativeServices” means the production, display and sale of artwork in the form of “Sassy’s.”
* “Sassy Art ” means creation of Art produced for the platforms ussage.
* “Publisher” means a User who uses the Publisher Services.
* “Publisher Content” means content that a Publisher publishes to the Publisher’s public-facing storefront, including information about the Sassy’s, any applicable Creator(s), and any other information that is not Profile Information or Creator Content.
* “Publisher Services” means the creativeServices, together with the dedicated portal that allows Publishers to access the creativeServices, set the Publisher’s Drop Terms, and create a public-facing storefront.
* “Services” means the Marketplace Services, creativeServices, and Publisher Services.
* “User” means anyone who uses Sassy Digital Art,LLP for the Services.
3) Your Sassy Platform Account
You need to create an account with Sassy Digital Art,LLP to use the Services. When you create an account, we will ask you for some information about yourself. We may require you, in our sole discretion, to provide additional information and/or documents. If you do not provide complete and accurate information and/or documents in response to such a request, we may refuse to provide you with the Services.
Your Sassy Digital Art,LLP account is subject Sassy Digital Art,LLP to the following conditions:
* You may only open one account on Sassy Digital Art,LLP . If we have a reasonable suspicion that you have opened multiple accounts on Sassy Digital Art,LLP , we reserve the right to take whatever action we deem appropriate, including but not limited to closing and/or freezing your accounts.
* Access: you understand and agree that access to your Sassy Digital Art,LLP account is limited solely to you. You agree that you will not sell, rent, lease, or grant access to your Sassy Digital Art,LLP account to any person without our prior written permission.
* Security: you understand and agree that you are solely responsible for maintaining the security of your account and control over any user names, passwords, or any other codes that you use to access the Services. Any unauthorized access to your account by third parties could result in the loss or theft of Sassy’s and/or funds held in your account and any associated accounts, including your linked bank account(s) and credit card(s). You understand and agree that you will not hold us responsible for managing and maintaining the security of your account. You further understand and agree that we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your account. You are responsible for monitoring your account. If you notice any unauthorized or suspicious activity in your account, please notify us immediately and provide all relevant details.
* Trading Fees: by buying or selling a Sassy on Sassy Digital Art,LLP , you agree to pay all applicable fees and you authorize Sassy Digital Art,LLP to automatically deduct fees directly from your payment. You will always be provided with a breakdown of fees prior to your purchase or sale of a Sassy.
* Communication: you agree and understand that we will communicate with you via electronic means. To ensure that you receive all of our communications, you agree to keep your email address and telephone number current and notify us if there are any changes. You agree that any notices, agreements, disclosures, or other communications delivered to your email address on record is considered valid.
4) Account Suspension
You agree that Sassy Digital Art,LLP has the right to immediately suspend your account, pause or cancel your access to the Services, or close your account if we suspect, in our sole discretion, that (1) your account is being used for money laundering or any illegal activity; (2) you have concealed or provided false identification information or other details; (3) you have engaged in fraudulent activity; (4) you have acquired Sassy’s using inappropriate methods (including but not limited to using stolen funds or payments methods, or attempting to chargeback your payment while retaining or disposing of a Sassy); (5) you are using, employing, or operating bots or other forms of automation and/or multiple accounts to engage in any activity on Sassy Digital Art,LLP ; or (6) you have otherwise acted in violation of these Terms of Use.
IF Sassy Digital Art,LLC HAS A REASONABLE BELIEF THAT YOU HAVE ENGAGED IN ACTIVITIES (1), (2), (3), (4), or (5) ABOVE, Sassy Digital Art,LLC RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CONFISCATE ANY SASSY PURCHASES PURSUANT TO THOSE ACTIVITIES AND/OR DEEM SUCH TRANSACTIONS NULL AND VOID.
5) Account Closure
You may close your account at any time. You agree and understand that closing an account will not affect any rights and obligations incurred prior to the date of account closure. You may be required to either cancel or complete all open orders and bids and, in accordance with the provisions of these Terms of Use, provide transfer instructions of where to transfer any Sassy’s, fiat currency, and/or digital assets remaining in your account. You are responsible for any fees, costs, expenses, charges, or obligations (including, but not limited to, attorney and court fees or transfer costs of Sassy’s, fiat currency, or digital assets) associated with the closing of your account. In the event that the costs of closing of your account exceed the value in your account, you will be responsible for reimbursing us. You may not close any of your accounts to avoid paying any fees otherwise due.
6) Communication
You agree that we may send you promotional communications by email, including, but not limited to, newsletters, special offers, surveys, and other news and information we think will be of interest to you.
You agree that we may send you communications by email or text message that pertain to the status of a purchase or sale of a Sassy on Sassy Digital Art,LLP , and other communications that pertain to your interaction with the Site, including but not limited to notifications about the status of a Sassy you are interested in purchasing.
You may opt out of promotional communications at any time by following the instructions provided therein.
7) Profile Information
The Site allows Users to create a profile where you can post certain information about yourself, link to other websites, and display Sassy that you own (collectively, “Profile Information”). Any Profile Information you post to the Site will be considered non-confidential and non-proprietary. All Profile Information must comply with these Terms of Use.
Although we are not required to monitor any Profile Information, we may, in our sole discretion, remove Profile Information at any time and for any reason without notice.
Sassy Digital Art,LLP may monitor Profile Information to detect and prevent fraudulent activity or violation of Sassy Digital Art,LLP ’s Terms of Use.
8) Creator Content
If you are a Creator, the Site allows you to publish Creator Content and transfer your Artwork into Sassies. If you are a Creator, you understand and agree that you are responsible for any Creator Content you submit or contribute, and you, not Sassy Digital Art,LLP , have full responsibility for such content, including its non-infringement of third party rights, legality, reliability, accuracy, and appropriateness. All Creator Content must comply with these Terms of Use. We are not responsible or liable to any third party for the content, or accuracy of any Creator Content created by you. You understand and acknowledge that any Creator Content that violates any of Sassy Digital Art,LLP ’s policies may be obfuscated or deleted by Sassy Digital Art,LLP , in its sole discretion.
Although will also monitor all Creator Content, we may, in our sole discretion, remove Creator Content at any time and for any reason without notice. Sassy Digital Art,LLP may monitor Creator Content to detect and prevent fraudulent activity or violation of Sassy Digital Art,LLP ’s Terms of Use.
9) Creator Licenses
If you are a Creator, by providing any Creator Content to Sassy Digital Art,LLP , you grant us and our affiliates and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, retransmit, publish, broadcast, and otherwise disclose to third parties any such material for the purpose of providing you with the creative Services.
As a Creator, you hereby grant Sassy Digital Art,LLP the right to use your name and image for marketing or promotional purposes. You further agree that we may use or modify images from your Creator Content for marketing or promotional purposes. You also agree that we can use your biography and other public information about you to promote your Creator Content.
10) Creator Representations & Warranties
If you are a Creator, you represent and warrant that: (1) you own or have the rights to all of the Creator Content that you post to Sassy Digital Art,LLP ; (2) your Creator Content does not violate these Terms of Use; (3) you have acquired and will retain any third-party rights, licenses, authorizations, consents, permissions and approvals relating to your Creator Content and required for Sassy Digital Art,LLP to exercise the license granted to it in these Terms of Use; (4) your Creator Content does not incorporate any artwork that is stolen or reproduced and is not designed such that it will create confusion due to its similarity with existing projects; (5) your Creator Content is free of any hate or harmful speech, as determined Sassy Sassy Digital Art,LLP in its sole discretion; and (6) you will comply with all applicable laws, regulations and industry standards when posting your Creator Content. (7) No Adult, Children or Animal pronography is prohibited on The Sassy Platform (8) No content that promotes any religious degrading is allowed on the Sassy Platform, Any such art that is found to have subliminal messages will be removed from the platform and the artist will be banned from future participation on the platform.(9)If any art is found to be approved initially yet later Sassy Digital Art,LLP is notified of inappropriate content that is concealed in messages or images that are not originally detected, SDA reserves the right to remove the art with no pre-warning to any artist that the company feels would jeopardize its brands, values, and morals.
11) Ownership
Unless otherwise indicated in witing by us, the Site, all content, and all other materials contained therein, including, without limitation, the Sassy Digital Art,LLP logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, “Sassy Digital Art,LLP Content”) are the proprietary property of Sassy Digital Art,LLP or our affiliates, licensors, or users, as applicable. The Sassy Digital Art,LLP logo and any Sassy Digital Art,LLP product or service names, logos, or slogans that may appear on the Site or elsewhere are trademarks of Sassy Digital Art,LLP or our affiliates, and may not be copied, imitated or used, in whole or in part, without our prior written permission.
You may not use any Sassy Digital Art,LLP Content to link to the Site without our express written permission. You may not use framing techniques to enclose any Sassy Digital Art,LLP Content without our express written consent. In addition, the look and feel of the Site and Content, including without limitation, all page headers, custom graphics, button icons, and scripts constitute the service mark, trademark, or trade dress of Sassy Digital Art,LLP and may not be copied, imitated, or used, in whole or in part, without our prior written permission.
Notwithstanding anything to the contrary herein, you understand and agree that you shall have no ownership or other property interest in your account, and you further agree that all rights in and to your account are and shall forever be owned by and inure to the benefit of Sassy Digital Art,LLP .
12) Terms of Sale
By placing a bid or an order on or through Sassy Digital Art,LLP , you agree that you are submitting a binding offer to purchase such Sassy or Service. Your order is accepted and confirmed once purchase is complete, and Sassy Digital Art,LLP displays the Confirmation Page ("Confirmation Page"). YOU HEREBY EXPRESSLY AGREE THAT THE SUPPLY OF A Sassy BEGINS IMMEDIATELY AFTER THE CONFIRMATION PAGE IS DISPLAYED.
No refunds or returns are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law.
Creators or Publishers may choose to provide certain rights to holders of their Sassy, which may include, but is not limited to, physical items, special access, or other exclusive content (collectively, “Additional Items”). Any Additional Items will be provided directly to you from the Creator or Publisher; Sassy Digital Art,LLP has no involvement in such transactions and is not a party to such transactions. Notwithstanding the above, Sassy Digital Art,LLP may allow the Creator or Publisher to publish a description of the Additional Items on the Site. If you own a Sassy that entitles you to Additional Items, you hereby consent to Sassy Digital Art,LLP sharing your contact information with the Creator or Publisher to facilitate delivery of your Additional Items. Unless otherwise stated, transactions on the Secondary Market are only for Sassies and do not grant the purchaser the right to any Additional Items.
Sassy Digital Art,LLP will receive payments on behalf of the seller of a Sassy as the seller's agent. If you are a seller of a Sassy you appoint Sassy Digital Art,LLP as your agent for the limited purpose of receiving, holding and settling payments by buyers of the Sassies you sell.
A payment received by us from a buyer, on the seller’s behalf, satisfies the buyer’s obligation to the seller in the amount of the payment received, regardless of whether we actually settle such payment to the seller. In the event that we do not make any such payment to a seller as described in these Terms of Use, the seller will have recourse against us only and not against the buyer, as such payment is deemed to be made by the buyer to the seller upon receipt by us. To the extent permissible under the rules of any third-party or governmental body with jurisdiction over us, the seller agrees that we are not liable for seller’s acts and omissions and understands that we disclaim any such liability.
13) Intellectual Property
Outside the Sassy Digital Art,LLP Content, all other trademarks, product names, and logos on the Site are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable trademark holder. Without limiting the foregoing, if you believe that third-party material hosted by Sassy Digital Art,LLP infringes your copyright or trademark rights, please file a notice of infringement by contacting Sassies Platform’s Copyright Agent at intellectualproperty@SassyDigitalArt.com.
In such event, please provide Sassy Digital Art,LLP ’s Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on Site of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Sassy Digital Art,LLP ’s policy is to suspend or terminate the account of repeat infringers. Sassy Digital Art,LLP ’s response may depend on relevant aggravating or mitigating circumstances, but generally we will terminate an account if it is the subject of three valid infringement notices.
14) Your Use of Sassy Digital Art,LLP
We hereby grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site and Services. Our grant of such license is subject to the following conditions:
* Unlawful Activity: you agree not to engage, or assist, in any activity that violates any law, statute, ordinance, regulation, or sanctions program, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or that involves proceeds of any unlawful activity.
* Abusive Activity: you agree not to engage in any activity that poses a threat to Sassy Digital Art,LLP , for example by distributing a virus or other harmful code, or through unauthorized access to the Site or other users’ accounts
* Inappropriate Behavior: you agree not to interfere with other users’ access to or use of the Services.
* Communication: you agree not to communicate with other users for purposes of (1) sending unsolicited advertising or promotions, requests for donations, or spam; (2) engaging in hate speech or harassing or abusing other users; (3) interfering with transactions of other users. You agree not to use data collected from the Site to contact individuals, companies, or other persons or entities outside the Site for any purpose, including but not limited to marketing activity.
* Fraud: you agree not to engage in any activity which operates to defraud Sassy Digital Art,LLP , others users, or any other person; or to provide any false, inaccurate, or misleading information to Sassy Digital Art,LLP .
* Taxes: Neither Sassy Digital Art,LLP nor any other Sassy Digital Art,LLP Party is responsible for determining the withholding, sales, use, value added, transfer or other taxes, together with any interest and penalties imposed with respect thereto (“Taxes”), that apply to your Sassy transactions. You agree that you are solely responsible for determining what, if any, Taxes apply to your Sassy transactions and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate taxing authorities. Unless otherwise indicated on an applicable invoice, any amounts due in respect of a Sassy transaction are exclusive of sale, use, value added or similar Taxes (“Sales Taxes”) which shall be your responsibility. Any payments with respect to your Sassy transactions shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax (a “Withholding Tax”) from any such payment then the sum payable by you shall be increased as necessary so that after such deduction or withholding has been made the amount received is equal to the sum that would have been received had no such deduction or withholding been made. Upon our request, you agree to promptly provide a properly executed Internal Revenue Service Form W-9 or applicable Internal Revenue Service W-8 and any other tax form that is reasonably required by us so to comply with our tax reporting obligations.
* Intellectual Property Infringement: you agree not to (1) engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law; (2) use Sassy Digital Art,LLP Content (as defined in Section 10 above) without express written consent from Sassy Digital Art,LLP ; or (3) engage in any action that implies an untrue endorsement or affiliation with Sassy Digital Art,LLP .
* Hyperlinks: you are hereby granted a limited, non-exclusive, non-transferable, revocable license to create a text hyperlink to the Site for noncommercial purposes, provided that such link does not portray Sassy Digital Art,LLP , our affiliates, or the Services in a false, misleading, derogatory, or otherwise defamatory manner, and provided further that the linking site does not contain any adult or illegal materials, or other materials that is offensive, harassing, or otherwise objectionable.
* Additional Prohibitions: you agree not to (1) distribute, publish, broadcast, reproduce, copy, retransmit, or publicly display any Creator Content or Publisher Content; (2) modify or create derivative works from the Site, Creator Content or Publisher Content, or any portion thereof; (3) use any data mining, robots, or similar data gathering or extraction methods on the Site, Creator Content or Publisher Content; (4) download any portion of the Site other than for purposes of page caching, except as expressly permitted by us.
If you are unsure whether a contemplated use would violate these Terms of Use, please contact us at the address listed below under Contact Information.
15) Accidental Transfers
You understand and agree that in the event that you deposit digital assets or Sassies into an incorrect address, we may not have the ability, and are under no obligation or duty, to return such digital assets or Sassies to you. This section applies regardless of whether we control the destination address.
Please note: exceptions to this section may be considered and made on a case-by-case basis and in our sole discretion.
16) Privacy
You acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with Sassy Digital Art,LLP ’s Privacy Policy, which is incorporated into this User Agreement by reference.
17) Modifications
You agree and understand that we may modify part or all of Sassy Digital Art,LLP or the Services without notice.
18) Risks
Please note the following risks in accessing or using Sassy Digital Art,LLP :
* Fluctuations in the price of other digital assets could materially and adversely affect Sassies, which may also be subject to significant price volatility;
* Transactions in Sassies may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;
* Some transactions in Sassies shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction;
* The value of Sassies may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for Sassies, which may result in the potential for permanent and total loss of value of a particular Sassy should the market for that Sassy disappear;
* Changes to Third Party Sites (discussed in Section 18 below) may create a risk that your access to and use of the Site will suffer.
You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that Sassy Digital Art,LLP does not give advice or recommendations regarding Sassies, including the suitability and appropriateness of, and investment strategies for, Sassies. You agree and understand that you access and use Sassy Digital Art,LLP at your own risk; however, this brief statement does not disclose all of the risks associated with Sassy’s and other digital assets. You agree and understand that Sassy Digital Art,LLP will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using Sassies, however caused.
19) Third Parties
Sassy Digital Art,LLP may rely on third-party platforms, including but not limited to MetaMask to perform Sassy transactions. Our Site may contain links to third-party websites or applications (collectively, “Third Party Sites”).Sassy Digital Art,LLP does not own or control Third Party Sites. You understand and agree that your use of any Third Party Site is subject to any terms of use and/or privacy policy provided by such Third Party Site. Sassy Digital Art,LLP is not a party to any such agreement. You should review any terms of use and/or privacy policy provided by such Third Party Site and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
Sassy Digital Art,LLP provides these Third Party Sites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites, or their products or services. You use all links in Third Party Sites at your own risk. When you leave our Site, our Agreement and policies no longer govern. We may, but are not obligated to, warn you that you are leaving our Site.
20) External Projects
Except for those Sassies sold by the Sassy Digital Art,LLP Curated Publisher, Sassy Digital Art,LLP allows for the display, purchase, and sale of Sassies that were listed directly by a Publisher (“Publisher Projects”) or that were not initially sold through Sassy Digital Art,LLP (“External Projects”). Sassy Digital Art,LLP has the right, in its sole discretion, to determine the criteria that Publisher Projects and External Projects must meet before being allowed onto the Sassy Digital Art,LLP Platform and to remove any Publisher Projects or External Projects that do not comply with these Terms of Use or other requirements of Sassies Platform.
1. Creators of External Projects. If you are a Creator of an External Project, you will be entitled to the same share of sales of your Sassies on Sassy Digital Art,LLP as you would be on the platform that you initially released the Sassy’s on; provided, however, that: (i) you and your Sassy Creations from External Projects comply with these Terms of Use; and (ii) you provide Sassy Digital Art,LLP with all information that it requests from you. By selling your Sassy Creations from an External Project on Sassy Digital Art,LLP , you represent and warrant that you have all necessary licenses and permits to the artwork contained in your Sassies. As a Creator of an External Project, you grant Sassy Digital Art,LLP all licenses granted by Creators under these Terms of Use. Your proceeds will be delivered into your Sassy Digital Art,LLP account.
2. Owners of Sassies from External Projects. If you acquired a Sassy from an External Project outside Sassy Digital Art,LLP , by transferring such Sassy to your Sassy Digital Art,LLP account, you represent and warrant that you have all right and title to such Sassy and that you have the right to display and/or sell such Sassy on Sassy Digital Art,LLP .
3. Buyers of Publisher Projects and External Projects. You understand and agree that your purchase of a Sassy from a Publisher Project or an External Project is made from the seller of such Sassy and not Sassy Digital Art,LLP . Sassy Digital Art,LLP makes no representations or warranties with respect to Sassies from Publisher Projects or External Projects and all such purchases are made on an “as is” basis.
21) External Listings
Sassy Digital Art,LLP may display Sassies, including prices, made available by or obtained from platforms other than Sassy Digital Art,LLP (“External Listings”). These External Listings will be identified as such. While Sassy Digital Art,LLP endeavors to publish and maintain accurate pricing information for External Listings, it is not possible for Sassy Digital Art,LLP to guarantee the prices displayed for External Listing, which can be changed at any time. By purchasing an External Listing, you acknowledge and agree that Sassy Digital Art,LLP is in no way responsible for the accuracy, timeliness, or completeness of such External Listings.
If you choose to purchase a Sassy from an External Listing, Sassy Digital Art,LLP will act as a facilitator in the acquisition of such Sassy and transfer it to you. Sassy Digital Art,LLP will cease acting as facilitator as soon as such Sassy is transferred to you.
To facilitate the acquisition of your External Listing, Sassy Digital Art,LLP will charge your method of payment, in addition to the price of the External Listing, any applicable charges for taxes and fees (an amount that will be disclosed to you before you elect to proceed). This charge includes an amount we pay on your behalf to recover the amount we pay to the External Listing platform in connection with your acquisition.
If Sassy Digital Art,LLP is unable to acquire a Sassy from an External Listing for any reason whatsoever, Sassy Digital Art,LLP will cancel the transaction and your funds will be returned to you. IN NO EVENT WILL Sassy Digital Art,LLP BE LIABLE FOR THE FAILURE TO ACQUIRE A Sassy FROM AN EXTERNAL LISTING.
22) Disclaimers
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY The SASSY Platform, THE SITE, CONTENT CONTAINED THEREIN, AND Sassy’s LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. SASSY Digital Art,LLP (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL (1) MEET YOUR REQUIREMENTS; (2) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (3) BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.
WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SITE. Sassy Digital Art,LLC DOES NOT REPRESENT OR WARRANT THAT CONTENT ON THE SITE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.
WHILE Sassy Digital Art,LLP ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SITE AND CONTENT SAFE, Sassy Digital Art,LLP CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITE, CONTENT, ANY SASSY LISTED ON OUR SITE OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF Sassy’s INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (1) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (2) SERVER FAILURE OR DATA LOSS; (3) CORRUPTED WALLET FILES; (4) UNAUTHORIZED ACCESS TO APPLICATIONS; (5) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SITE OR Sassy’s.
Sassy’s ARE INTANGIBLE DIGITAL ASSETS. WE DO NOT GUARANTEE THAT Sassy Digital Art,LLP OR ANY Sassy Digital Art,LLP PARTY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY Sassy’s.
Sassy Digital Art,LLP is not responsible for sustained losses due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), blockchains, or any other features of Sassies. Sassy Digital Art,LLP is not responsible for sustained losses due to late reports by developers or representatives (or no report at all) of any issues with the blockchain supporting Sassies including forks, technical node issues or any other issues having fund losses as a result.
Nothing in this Agreement shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.
TO THE FULLEST EXTENT PROVIDED BY LAW, Sassy Digital Art,LLC HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SITE AND CONTENT CONTAINED THEREIN.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
23) Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL Sassy Digital Art,LLP BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT, THE SITE, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF Sassy Digital Art,LLP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITES, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF Sassy Digital Art,LLC ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE ACCESS TO AND USE OF THE SITE, CONTENT, SASSIES , OR ANY PRODUCTS OR SERVICES PURCHASED ON THE SITE EXCEED THE GREATER OF (A) $100 OR(B) THE AMOUNT YOU HAVE PAID TO Sassy Digital Art,LLP FOR THE SERVICES IN THE LAST SIX MONTHS OUT OF WHICH LIABILITY AROSE. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF Sassy Digital Art,LLP FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A MEMBER OF Sassy Digital Art,LLC ’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A MEMBER OF Sassy Digital Art,LLP ’S FRAUD OR FRAUDULENT MISREPRESENTATION.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.
24) Indemnification
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Sassy Digital Art,LLP , and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Sassy Digital Art,LLP Parties”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) any intellectual property disputes relating to your Profile Information, Creator Content (if you are a Creator), or your Publisher Content (if you are a Publisher); (b) your use or misuse of the Services, the Site, or Sassies, (c) any Feedback you provide, (d) your violation of these Terms of Use, (e) your violation of the rights of a third party, including another user or Platform (f) your failure to pay any Withholding Taxes or Sales Taxes in connection with your Sassy transactions or to provide us with a properly executed tax form described in Section 13. You agree to promptly notify Sassy Digital Art,LLP of any third party Claims and cooperate with the Sassy Digital Art,LLC Parties in defending such Claims. You further agree that the Sassy Digital Art,LLP Parties shall have the right to control the defense or settlement of any third party Claims as they relate to Sassy Digital Art,LLP , if it so chooses. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND Sassy Digital Art,LLP .
25) Governing Law
These Terms of Use, your use of Sassy Digital Art,LLP , your rights and obligations, and all actions contemplated by, arising out of or related to these Terms of Use shall be governed by the laws of the State of North Carolina, as if these Terms of Use are a contract wholly entered into and wholly performed within the State of North Carolina. YOU UNDERSTAND AND AGREE THAT YOUR USE OF Sassy Digital Art,LLP AS CONTEMPLATED BY THESE TERMS OF USE SHALL BE DEEMED TO HAVE OCCURRED IN THE STATE OF NORTH CAROLINA AND BE SUBJECT TO THE INTERNAL LAWS OF THE STATE OF NORTH CAROLINA WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS.
26) Dispute Resolution
Please read the following agreement to arbitrate (“Arbitration Agreement”) in its entirety. This Arbitration Agreement requires you and Sassy Digital Art,LLP to arbitrate disputes with one another and limits the manner in which either party can seek relief from the other.
You and Sassy Digital Art,LLP agree and understand that any controversy, claim, or dispute arising out of or relating to these Terms of Use or your relationship with Sassy Digital Art,LLP —past, present, or future—shall be settled solely and exclusively by binding arbitration held in the county in which you reside, or another mutually agreeable location, including remotely by way of video conference administered by National Arbitration and Mediation (“NAM”) and conducted in English, rather than in court. You and Sassy Digital Art,LLP expressly agree that any dispute about the scope of these Terms of Use to arbitrate and/or the arbitrability of any particular dispute shall be resolved in arbitration in accordance with this section. You and Sassy Digital Art,LLP expressly agree that an arbitrator may issue all appropriate declaratory and injunctive relief necessary to ensure the arbitration of disputes (but only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim). You and Sassy Digital Art,LLP agree to keep any arbitration strictly confidential.
You and Sassy Digital Art,LLP agree that this arbitration provision applies not just to disputes between you and Sassy Digital Art,LLP but also to (a) disputes with Sassy Digital Art,LLP and any other party named or added as a co-defendant along with Sassy Digital Art,LLP at any time, and (b) disputes in which a party is named as a defendant involving claim(s) arising from or related to these Terms of Use or any other Sassy Digital Art,LLP agreement or program terms, even if Sassy Digital Art,LLP is not named or added as a defendant. Any such co-defendant or defendant is a third-party beneficiary entitled to enforce this arbitration provision.
You and Sassy Digital Art,LLP agree that the arbitrator shall have the authority to order any remedies, legal or equitable, which a party could obtain from a court of competent jurisdiction in an individual case based on the claims asserted, and nothing more. The arbitrator shall not award punitive or exemplary damages to either party, unless such remedies would otherwise be available under applicable law.
You and Sassy Digital Art,LLP acknowledge that this arbitration provision evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. s. 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties to be bound by the provisions of the FAA for all purposes, including, but not limited to, interpretation, implementation, enforcement, and administration of this arbitration provision, and the FAA shall preempt all state laws to the fullest extent permitted by the law.
You and Sassy Digital Art,LLP agree that good-faith, informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. Therefore, a party who intends to seek arbitration must first send to the other a written Notice of Dispute (“Dispute Notice”). Any Dispute Notice to Sassy Digital Art,LLP must be sent to support@SassyDigitalArt.com (“Notice Address”). Any Dispute Notice to you by Sassy Digital Art,LLP will be sent to the email address registered with your Sassy Digital Art,LLP Account. Any Dispute Notice must include: (a) the name, address, and email address of the party providing the Dispute Notice; (b) a description of the nature and basis of the claim or dispute, including any relevant facts regarding Sassy Gateway or your use of Sassy Digital Art,LLP ; (c) an explanation of the specific relief sought, including the total damages sought, if any, and the basis for the damage calculations; (d) a signed statement from the party providing the Dispute Notice verifying the accuracy of the contents of the Dispute Notice; and (e) if the dispute is from you, and you have retained an attorney, a signed statement from you authorizing Sassy Digital Art,LLP to disclose your account details to your attorney if necessary in resolving your claim or dispute. Any Dispute Notice from you must be individualized, meaning it can only concern your dispute and no other person’s dispute. And any Dispute Notice from Sassy Digital Art,LLP must be individualized, meaning it can only concern you and no other person. You also agree that, after sending a Demand Notice to Sassy Digital Art,LLP , at Sassy Digital Art,LLP ’s request you will personally participate in a discussion by telephone with Sassy Digital Art,LLP to discuss whether an agreement can be reached to resolve the claim before arbitration is initiated. If you are represented by counsel, you agree that you will personally attend the telephone conference with your counsel. Sassy Digital Art,LLP also agrees to participate in such a telephone discussion at your request. Any informal dispute resolution conferences shall be individualized, such that a separate conference must be held each time either party intends to commence individual arbitration; multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference, unless mutually agreed to by the parties. You agree that compliance with these informal dispute resolution procedures is a condition precedent to commencing arbitration, and that the arbitrator shall dismiss any arbitration filed without fully and completely complying with these informal dispute resolution procedures.
If you and Sassy Digital Art,LLP do not reach an agreement to resolve a claim within 60 days after a Demand Notice is received, you or Sassy Digital Art,LLP may commence an arbitration proceeding; except that, if either you or Sassy Digital Art,LLP send the other an incomplete Dispute Notice, the 60-day period begins only after a complete Dispute Notice is received, and if either you or Sassy Digital Art,LLP request a telephone discussion, the 60-day period begins only after the discussion has occurred. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in these informal dispute resolution procedures.
Should any dispute proceed to arbitration, you and Sassy Digital Art,LLP agree that any such arbitration shall be conducted in accordance with the prevailing NAM rules and procedures (including the Comprehensive Dispute Resolution Rules and Procedures and/or the Supplemental Rules for Mass Arbitration Filings, as applicable) (“NAM Rules”), with the following exceptions to the NAM Rules if in conflict:
* The arbitration shall be conducted by one neutral arbitrator;
* Each side agrees to bear its own attorney’s fees, costs, and expenses, unless such remedies would otherwise be available under applicable law, or unless the arbitrator finds that a claim, counterclaim, or defense is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)); and
* All pleadings submitted in arbitration are subject to the standards set forth in Federal Rule of Civil Procedure 11, which, among other things, permits sanctions to be imposed where pleadings are submitted for an improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of litigation.
* The arbitrator may issue orders (including subpoenas to third parties, to the extent permitted by law) allowing the parties to conduct discovery sufficient to allow each party to prepare that party's claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes. For example, the arbitrator shall apply the Apex Doctrine and preclude depositions of either party’s current or former high-level officers absent a showing that the officer has unique, personal knowledge of discoverable information and less burdensome discovery methods have been exhausted.
Additionally, if, at any time, 25 or more similar demands for arbitration are asserted against either party or their related parties by the same or coordinated counsel or entities (“Mass Filing”), the additional protocols set forth below shall apply:
* NAM’s Mass Filing Rules shall apply if the parties’ dispute is deemed by NAM, in its sole discretion pursuant to the NAM Rules and this Dispute Resolution section, to be part of a Mass Filing.
* Any Mass Filing shall be subject to a bellwether proceeding intended to reach a fair and speedy resolution of all claims included in the Mass Filing. In any Mass Filing, NAM shall select 15 demands for arbitration to proceed (“Bellwether Arbitrations”). While the Bellwether Arbitrations are adjudicated, no other demand for arbitration that is part of the Mass Filings may be filed, processed, or adjudicated, and no filing fees for such a demand for arbitration shall be due from either party to the administrator. Any applicable statute of limitations regarding such a demand for arbitration shall remain tolled beginning when the Mass Filing claimant first provided the other party with its Dispute Notice, as defined above.
* Following the resolution of the Bellwether Arbitrations, the parties shall engage in a global mediation of all remaining demands for arbitration comprising the Mass Filing. The mediation shall be administered by NAM. If the parties are unable to resolve the remaining demands for arbitration comprising the Mass Filing within 30 days following the mediation, the remaining demands for arbitration comprising the Mass Filing shall be administered by NAM on an individual basis pursuant to the NAM Rules.
You and Sassy Digital Art,LLP agree to abide by all decisions and awards rendered in such proceedings and you and Sassy Digital Art,LLP agree that such decisions and awards rendered by the arbitrator shall be final and conclusive, except for any appeal rights under the FAA.
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To the extent you or Sassy Digital Art,LLP seek emergency relief in connection with any controversy, claim, or dispute arising out of or relating to these Terms of Use or the breach thereof, or your relationship with Sassy Digital Art,LLP , you and Sassy Digital Art,LLP agree that these Terms of Use restrict you or Sassy Digital Art,LLP from seeking emergency relief from any court (except as provided below), including without limitation temporary restraining orders and/or preliminary injunctions, and you and Sassy Digital Art,LLP agree that, to the extent either party breaches these Terms of Use by seeking such relief from a court, that party shall be responsible for paying the opposing party’s attorneys’ fees in opposing such relief, and the arbitrator shall render an award of such attorneys’ fees at the earliest possible time after such fees are incurred.
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Notwithstanding the foregoing obligation to settle disputes through arbitration, you or Sassy Digital Art,LLP may assert claims, if they qualify, in small claims (or an equivalent) court in Mecklenburg County or any United States county where you live. However, if the claims are transferred, removed, or appealed to a different court, they shall be subject to arbitration.
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You and Sassy Digital Art,LLP agree that you or Sassy Digital Art,LLP may, without inconsistency with this arbitration provision, apply to any court for an order enforcing the arbitral award. You and Sassy Digital Art,LLP irrevocably and unconditionally agree to waive any objection that you or Sassy Digital Art,LLP may now or hereafter have to the laying of venue of any action or proceeding relating to enforcement of the arbitral award in the federal or state courts located in the State of North Carolina.
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You and Sassy Digital Art,LLP agree that all such controversies, claims, or disputes shall be settled in this manner in lieu of any action at law or equity. In arbitration the parties waive their rights to have a jury trial.
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IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE OR FOR ANY OTHER REASON LITIGATION PROCEEDS IN COURT THEN THE PARTIES AGREE THAT YOU AND Sassy Digital Art,LLP :
* TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SERVICES THAT Sassy Digital Art,LLC PROVIDES OR ANY OTHER MATTER INVOLVING US HERETO, AND
* SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE FEDERAL OR STATE COURTS LOCATED IN MECKLENBURG COUNTY , NORTH CAROLINA AND YOU AGREE NOT TO INSTITUTE ANY SUCH ACTION OR PROCEEDING IN ANY OTHER COURT IN ANY OTHER JURISDICTION.
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You and Sassy Digital Art,LLP agree to arbitrate solely on an individual basis, and agree and understand that these Terms of Use do not permit class action or private attorney general litigation or arbitration of any claims brought as a plaintiff or class member in any class or representative arbitration proceeding or litigation (“Representative and Class Action Waiver”). The arbitral or other tribunal may not consolidate more than one party’s claims and may not otherwise preside over any form of a representative or class proceeding. Nothing in this paragraph shall be construed to prohibit settlements on a class-wide or representative basis.
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If any portion of this Arbitration Agreement is held to be invalid or unenforceable, the remaining portions will nevertheless remain in force. In any case in which (1) the dispute is filed as a class or representative action and (2) there is a final judicial determination that all or part of the Representative and Class Action Waiver is unenforceable, the class and/or representative action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Representative and Class Action Waiver that is enforceable shall be enforced in arbitration. Additionally, if a court determines that a public injunctive relief claim may proceed notwithstanding the Representative and Class Action Waiver, and that determination is not reversed on appeal, then the public injunctive relief claim will be decided by a court after any individual claims are arbitrated, and the parties will ask the court to stay the public injunctive relief claim until the other claims have been finally concluded in arbitration.
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You agree that this section of these Terms of Use has been included to rapidly and inexpensively resolve any disputes with respect to the matters described herein, and that this section shall be grounds for stay or dismissal of any court action commenced by you with respect to a dispute arising out of such matters.
A printed version of these Terms of Use shall be admissible in judicial or administrative proceedings.
27) Termination
We reserve the right, without notice and in our sole discretion, to terminate your license to access or use Sassy Digital Art,LLP , the Services, or the Site, at any time and for any reason. You understand and agree that we shall have no liability or obligation to you in such an event.
28) Severability
If any term, clause, or provision of these Terms of Use is held invalid or unenforceable, then that term, clause, or provision shall be severable from these Terms of Use and will not affect the validity or enforceability of any remaining part of that term, cause, or provision, or any other terms, clause, or provision of these Terms of Use.
29) Entire Agreement
These Terms of Use comprise the entire agreement between you and Sassy Digital Art,LLP relating to your access to and use of Sassy Digital Art,LLP , the Services, and the Site, and supersede any and all prior discussions agreements, and understandings of any kind (including without limitation prior versions of these Terms of Use). Except as otherwise provided herein, these Terms of Use are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.
30) Survival
You agree and understand that all provisions of these Terms of Use shall survive the termination or expiration of these Terms of Use.
31) Contact Information
If you have any questions, would like to provide feedback, or would like more information about Sassy Digital Art,LLP , please feel free to email us. If you would like to lodge a complaint, please contact us.
END OF AGREEMENT