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Terms & Conditions

Terms & Conditions

Please read these Terms and Conditions carefully before using Our Service.

1. Acknowledgment

These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.

By accessing or using the Service, You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.

Access to Our Website is permitted on a temporary basis, and We reserve the right to withdraw or amend the Service we provide on Our Website without notice. We will not be liable if for any reason Our Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of Our Website, or Our entire Website. We have the right to terminate Your access to the Website if we determine that You have failed to comply with any of the provisions of these Terms and Conditions.

You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company, which can be accessed at: [surfacestudiodigitalassets.com/policies/privacy-policy]. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Service or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

IMPORTANT NOTICE. These Terms and Conditions contain an agreement to arbitrate any dispute. This agreement to arbitrate requires, with limited exception, that You submit any claims you have against the Company to final binding arbitration, unless You opt out in accordance with Section 15 below. Unless you opt-out of arbitration: (1) You will only be permitted to pursue claims against the Company on an individual basis, not as part of any class or representative action or proceeding, and (2) You will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.


2. Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

3. Definitions

For the purposes of these Terms and Conditions:

  • Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
  • Account means a unique account created for You to access our Service or parts of our Service.
  • Country refers to: New York, United States
  • Company (referred to as either "the Company", "We", "Us" or "Our" in this these Terms) refers to Surface Studio Enterprises NYC, Inc., with its principal place of business at 242 West 30th St. #1202, New York, NY 10001.
  • Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.
  • Goods refer to the items offered for sale or license on the Service.
  • Orders mean a request by You to purchase or license Goods from Us.
  • Service refers to the products and services provided on our Website.
  • Terms and Conditions (also referred to as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.
  • Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
  • Website refers to our SURFACE STUDIO DIGITAL ASSETS website, accessible from www.surfacestudiodigitalassets.com
  • You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

4. Placing Orders for Goods

By placing an Order for Goods through the Service, You warrant that You are legally capable of entering into binding contracts.

5. Your Information

If You wish to place an Order for Goods available on the Service, You may be asked to supply certain information relevant to Your Order including, without limitation, Your name, Your email, Your phone number, Your credit card number, the expiration date of Your credit card, Your billing address, and Your shipping information.

You represent and warrant that: (i) You have the legal right to use any credit or debit card(s) or other payment method(s) in connection with any Order; and that (ii) the information You supply to us is true, correct and complete.

By submitting such information, You grant us the right to provide the information to payment processing third parties for purposes of facilitating the completion of Your Order.

6. Order Cancellation

We reserve the right to refuse or cancel Your Order at any time for certain reasons including but not limited to:

  • Goods availability
  • Errors in the description or prices for Goods
  • Errors in Your Order

We reserve the right to refuse or cancel Your Order if fraud or an unauthorized or illegal transaction is suspected.

7. Prices Policy

The Company reserves the right to revise its prices at any time prior to accepting an Order.

The prices quoted may be revised by the Company subsequent to accepting an Order in the event of any occurrence affecting delivery caused by government action, variation in customs duties, increased shipping charges, higher foreign exchange costs and any other matter beyond the control of the Company. In that event, You will have the right to cancel Your Order.
Payments
All Goods purchased are subject to a one-time payment. Payment can be made through various payment methods We have available, such as Visa, MasterCard, Affinity Card, American Express cards or online payment methods (PayPal, for example).

Payment cards (credit cards or debit cards) are subject to validation checks and authorization by Your card issuer. If We do not receive the required authorization, We will not be liable for any delay or non-delivery of Your Order.

You agree that in the event We are unable to collect the fees you owe Us for the Goods specified in your Order, We may take any other steps We deem necessary to collect such fees from you, and that You will be responsible for all costs and expenses incurred by us in connection with such collection activity, including collection fees, interest, court costs and attorneys' fees.

9. User Accounts

When You create an account with Us, You must provide Us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your account on Our Service.

You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password, whether Your password is with Our Service or a Third-Party Social Media Service.

You agree not to disclose Your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

By accessing Our Website, You agree to use Our Website, including all features and functionalities associated therewith and all content and software associated therewith, in accordance with all applicable laws, rules and regulations. In addition, the following restrictions apply to Your use of Our Website:

  • You shall not upload, post, e-mail or otherwise send or transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with Our Website;
  • You shall not interfere with the servers or networks connected to any portions of Our Website or violate any of the procedures, policies or regulations of networks connected to Our Website;
  • You shall not impersonate any other person while using Our Website, conduct yourself in a vulgar or offensive manner while using Our Website, or use Our Website for any unlawful purpose;
  • You shall not attempt to gain unauthorized access to Our Website, the server on which Our Website is stored or any server, computer, or database connected to Our Website;
  • You shall not use Our Website in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
  • You shall not use Our Website to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam);
  • You shall not use Our Website to knowingly transmit any data; send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or any other malicious or harmful programs or similar computer code designed to attack Our Website (via a denial-of-service attack or a distributed denial-of service attack); or otherwise adversely affect the operation of any computer software or hardware;
  • Without the prior written approval of the Company, You shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Goods or any part of the Goods;
  • You shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Goods or Service except to the extent the foregoing restrictions are expressly prohibited by applicable law;
  • You shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Website or the Service;
  • You shall not access the Goods or Service in order to build similar or competitive products or services;
  • Except as expressly stated herein, no part of the Goods or Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means;
  • You shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Website or the Goods and Service;
  • You shall not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections of the Goods and Service;
  • You shall not take any action that imposes or may impose (in Our sole determination) an unreasonable or disproportionately large load on Our technical infrastructure;
  • You shall not interfere with or attempt to interrupt the proper operation of the Website or the Service through any virus, device, information collection or transmission mechanisms, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Website or the Service through hacking, password or data mining, or any other means; and
  • You shall not infringe on the intellectual property rights or other rights of anyone.

We reserve the right to terminate Our Service to You for reasons other than those listed here. We may terminate Your account without explanation.

10. Intellectual Property

The Service, Goods and other original content (excluding content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors.

The text, trademarks, logos, images, graphics, photos, application functionality, or any other digital media, the Goods and Service available through Our Website and their arrangement on Our Website (“Company Intellectual Property”) are all subject to patent, copyright, trademark and other intellectual property protection. Company Intellectual Property may not be copied for commercial use or distribution, nor may Company Intellectual Property be modified, processed, or reposted to other websites for commercial purposes without Our written permission.

Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.

If you print off, copy, download or otherwise use any part of Our Website or our Goods and Service in breach of these Terms and Conditions, Your right to use Our Website and Our Goods and Service will cease immediately and You must, at Our option, return or destroy any copies of the materials You have made.

11. Links to Other Websites

Our Service may contain links to third-party websites, advertisers or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or services.

If You access a third-party website or service from Our Website, You do so at Your own risk and You understand that these Terms and Conditions and Our Privacy Policy do not apply to Your use of such websites. We strongly advise You to read the terms and conditions and privacy policies of any third-party websites or services that You visit.

12. Termination

We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.

Upon termination, Your right to use the Service will cease immediately. If You wish to terminate Your Account, You may simply discontinue using the Service.

Even after Your right to use the Service is terminated, these Terms and Conditions will remain enforceable against You and unpaid amounts You owe to the Company for any purchases will remain due.

13. Limitation of Liability

NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR, THE ENTIRE LIABILITY OF THE COMPANY AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS TERMS AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU THROUGH THE SERVICE OR $100 USD IF YOU HAVEN'T PURCHASED ANYTHING THROUGH THE SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SERVICE, THIRD-PARTY SOFTWARE AND/OR THIRD-PARTY HARDWARE USED WITH THE SERVICE, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS TERMS), EVEN IF THE COMPANY OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY. IN THESE STATES, EACH PARTY'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

14. "AS IS" and "AS AVAILABLE" Disclaimer

THE SERVICE IS PROVIDED TO YOU "AS IS" AND "AS AVAILABLE" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANY OF THE COMPANY'S PROVIDERS MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED: (I) AS TO THE OPERATION OR AVAILABILITY OF THE SERVICE, OR THE INFORMATION, CONTENT, AND MATERIALS OR PRODUCTS INCLUDED THEREON; (II) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; (III) AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION OR CONTENT PROVIDED THROUGH THE SERVICE; OR (IV) THAT THE SERVICE, ITS SERVERS, THE CONTENT, GOODS, OR E-MAILS SENT FROM OR ON BEHALF OF THE COMPANY ARE FREE OF VIRUSES, SCRIPTS, TROJAN HORSES, WORMS, MALWARE, TIMEBOMBS OR OTHER HARMFUL COMPONENTS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN TYPES OF WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. BUT IN SUCH A CASE THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS SECTION SHALL BE APPLIED TO THE GREATEST EXTENT ENFORCEABLE UNDER APPLICABLE LAW.

15. Indemnification
To the fullest extent permitted by applicable law, You agree to defend, indemnify and hold harmless the Company, any parent or subsidiary company, its and their Affiliates, and its and their officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney's fees) arising from: (i) Your use of and access to Our Website; (ii) Your violation of any term of these Terms and Conditions; or (iii) Your violation of any third-party right, including without limitation any copyright, property, or privacy right. This defense and indemnification obligation will survive these Terms and Conditions and Your use of Our Website.

16. Dispute Resolution and Binding Arbitration Agreement
Please Read the Following Provisions in this Section 16 “Dispute Resolution and Binding Arbitration Agreement” Carefully – It May Significantly Affect Your Legal Rights, Including Your Right to File a Lawsuit in Court

  • A. Both the Company and You (referred to as the “parties”) shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration. All claims arising out of or relating to these Terms and Conditions (including its formation, performance and breach) and the Goods and Service shall be finally settled by binding arbitration, excluding any rules or procedures governing or permitting class actions. The arbitration will be held in New York County, New York, U.S.A. or other mutually agreed to location or by telephone/video if agreed. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms and Conditions, including, but not limited to any claim that all or any part of these Terms and Conditions is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The interpretation and enforcement of these Terms and Conditions shall be subject to the Federal Arbitration Act.

    B. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. The parties further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

    C. Class Action Waiver. The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

    D. Exception – Litigation of Small Claims Court Claims or enforcement actions. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction to the extent such claims do not seek equitable relief. Additionally, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court with jurisdiction or in the U.S. Patent and Trademark Office to protect intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights).

    E. Thirty Day Right to Opt Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in this Dispute Resolution and Binding Arbitration Agreement by emailing admin@surfacestudiodigitalassets.com of your decision to opt-out, Attn: Legal Department Arbitration Opt-Out. The notice must be sent within thirty (30) days of the date You have agreed to the Terms and Conditions, whether based on Your initial use of Our Website or Your continued use after the effective date of the updated Terms and Conditions which contain the mandatory arbitration and class action waiver, whichever is later, otherwise you shall be bound to arbitrate disputes in accordance with the terms set forth above. If You elect to opt-out of these arbitration provisions, the Company also will not be bound by them. In addition, if You elect to opt-out of these arbitration provisions, We may terminate Your use of the Goods and Service, and/or Our Website.

    F. Notice to California Users. Under California Civil Code Section 1789.3, users located in California are entitled to the following consumer rights notice: If a user has a question or complaint regarding the Products and Service, please send an email to admin@surfacestudiodigitalassets.com. Users may also contact us by writing to Surface Studio Enterprises NYC, Inc., 242 West 30th Street, #1202, New York, NY 10001. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

17. For European Union (EU) Users

If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.

18. United States Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

19. Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

20. Transfer of Rights and Obligations

These Terms and Conditions are binding on You and Us and on our respective successors and assigns. You may not transfer, assign, change, or otherwise dispose of these Terms and Conditions, or any of Your rights or obligations arising under them, without Our prior written consent. We may transfer, assign, charge, sub-contract or otherwise dispose of these Terms and Conditions, or any of Our rights or obligations arising under them, at any time.

21. Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

22. Notice and Consent to Electronic Communications

When You visit this Website or send emails to Us, You are communicating with Us electronically. By using this Website and the Service, You consent to receive communications from Us electronically, including, without limitation, email and text messages. We will communicate with You by email, text messaging or by posting notices to Your account on this Website. You agree that all agreements, notices, disclosures and other communications that We provide to You electronically satisfy any legal requirement for enforceability purposes, including the enforcement of electronic signatures.

23. Governing Law

THESE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.

24. Entire Agreement

These Terms and Conditions and any document expressly referred to in them represent the entire agreement between You and the Company in relation to the subject matter hereof and supersede any prior agreement, understanding, or arrangement between us, whether oral or in writing.

25. Changes to These Terms and Conditions

We reserve the right, at Our sole discretion, to modify or replace these Terms, or Our Privacy Policy, at any time, with or without notice to You. It is Your sole responsibility to check the Website from time to time to view any such changes to these Terms.

By continuing to access or use Our Service after those changes become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.

The most current version of the Terms and Conditions will supersede all previous versions.

26. Contact Us

If you have any questions about these Terms and Conditions, You can contact us by email: admin@surfacestudiodigitalassets.com


Last Updated Date: September 23, 2024