Terms of Service

To access certain features of the Service, including the API, you must create an account. You agree to provide accurate and complete information and to promptly update any information that changes.

You are responsible for maintaining the confidentiality of your account credentials, including your password and any API keys issued to you. You are responsible for all activity that occurs under your account or with your API keys, whether or not you authorized that activity.

You agree to:

• Use strong, unique passwords;
• Not share your account credentials or API keys with any third party;
• Not transfer or sell your account;
• Notify LiveArt immediately at security@liveart.ai of any suspected unauthorized access or use;
• Comply with any multi-factor authentication requirements LiveArt may impose.

LiveArt will never ask you for your password.

Each individual or organization is permitted one account, except as expressly permitted by LiveArt. You may not create multiple accounts, whether under your own name or using aliases, to circumvent rate limits, avoid suspensions, or evade any other restriction. Creating multiple accounts without LiveArt's express permission is a material breach of these Terms and grounds for immediate termination of all associated accounts.

API keys are issued per account and may be scoped to specific use cases. You agree to use API keys only for the purposes for which they were issued and in accordance with the applicable documentation and any order or agreement governing your access. API keys must be transmitted only over secure channels (HTTPS/TLS), never embedded in client-side code accessible to end users, never committed to public repositories, and never shared with third parties.

The Service provides access to LiveArt's proprietary art market data, analytics, valuations, and related tools, including:

• Auction records, artist data, artwork data, lot and sale information;
• LiveArt Estimate™ valuations and price momentum analytics;
• Artist indices, embeddings, and similarity vectors;
• Market intelligence, reports, and research tools;
• Browser extension, mobile application, and programmatic API access.

LiveArt may modify, suspend, or discontinue any portion of the Service at any time, with or without notice. LiveArt is not liable to you or any third party for any modification, suspension, or discontinuation of the Service. Where the Service is provided under a Separate Agreement with specified service level commitments, the terms of that agreement govern.

Portions of the Service may be offered without charge (the “Free Tier”). LiveArt reserves the right to impose fees, change pricing, introduce paid tiers, or discontinue the Free Tier at any time. Paid tiers are governed by the applicable Order Form or Separate Agreement.

LiveArt may, in connection with a Separate Agreement, deliver portions of LiveArt Content to you in bulk form, including snapshot files, datasets, or exports (“Bulk-Delivered Content”). Bulk-Delivered Content is LiveArt Content for all purposes of these Terms, and all rights, restrictions, and post-termination obligations that apply to LiveArt Content apply equally to it. Your receipt or possession of Bulk-Delivered Content does not extend the term, scope, or duration of the license granted to you, and does not survive termination.

LiveArt collects, analyzes, and uses usage telemetry from your access to the Service — including API access logs, request patterns, latency and error metrics, feature engagement signals, and similar operational data — for capacity planning, abuse detection, security, product development, and service improvement. LiveArt may use aggregated or de-identified telemetry for any lawful purpose, including the publication of usage statistics that do not identify you.

The Service, including all data, datasets, auction records, valuations (including LiveArt Estimate™), analytics, indices, embeddings, models, software, text, images, graphics, user interfaces, trademarks, logos, and all other content and materials made available through the Service (collectively, “LiveArt Content”), is the property of LiveArt or its licensors and is protected by United States and international copyright, trademark, trade secret, and other intellectual property laws.

All rights not expressly granted in these Terms are reserved by LiveArt. No implied license, permission, or other right is granted by these Terms, whether by implication, estoppel, or otherwise.

Subject to your ongoing compliance with these Terms, LiveArt grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service and the LiveArt Content solely for your internal, non-commercial use through the documented interfaces (website, mobile application, and API) and within the rate limits and usage parameters applicable to your account tier.

Any use of the Service or LiveArt Content beyond this limited license — including but not limited to redistribution, resale, publication, or use in commercial products or services — requires a Separate Agreement with LiveArt.

“LiveArt,” “Live Art AI,” “LiveArt Estimate,” and the LiveArt logo are trademarks of Live Art AI, Inc. You may not use these marks without LiveArt's prior written consent, except as strictly necessary to identify LiveArt as the source of Service content in accordance with fair use.

If you provide LiveArt with any suggestions, comments, or feedback regarding the Service (“Feedback”), you grant LiveArt a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, and incorporate the Feedback into any LiveArt product or service, without obligation to you.

If the Service permits you to upload or submit content (“User Content”), you retain ownership of your User Content, but you grant LiveArt a non-exclusive, worldwide, royalty-free license to host, store, reproduce, and display that User Content as necessary to operate the Service. You represent and warrant that you have all necessary rights to grant this license and that your User Content does not infringe any third-party rights.

You acknowledge that Image Materials and the Underlying Works depicted in them are protected by intellectual property rights held by Rights Holders other than LiveArt, and that LiveArt does not own and does not claim to own the copyrights in those Image Materials or Underlying Works, except where expressly stated.

LiveArt makes Image Materials available through the Service for the purposes of identification, reference, cataloguing, valuation, market analysis, and due diligence, in reliance on (a) the public domain status of certain Underlying Works, (b) fair use, fair dealing, or analogous doctrines under applicable law, (c) licenses granted to LiveArt by Rights Holders or their representatives, or (d) the doctrine that faithful photographic reproductions of two-dimensional public-domain works do not give rise to a new copyright in the reproduction (see Bridgeman Art Library v. Corel Corp., 36 F. Supp. 2d 191 (S.D.N.Y. 1999)).

Inferred rights metadata.LiveArt's catalogue is aggregated from more than three thousand sources — auction houses, galleries, museums, public records, image services, and primary research — the substantial majority of which do not transmit copyright, rights-holder, or licensing metadata with the records they publish. Accordingly, the rights metadata that LiveArt associates with most Image Materials — including the copyright notice, the identified Rights Holder, and the rights status — is generated by LiveArt on a best-effort basis through inference from the artist name, work date, nationality, and other contextual information available in the source record, and is flagged as such in the rights_metadata_quality field of each record. Inferred rights metadata is not a representation, warranty, or determination by LiveArt that any specific person or entity is in fact the Rights Holder, that rights in the Underlying Work have been cleared, or that any particular use is authorized. It is provided to assist you in identifying the likely Rights Holder so that you may conduct independent clearance for any use beyond Section 6.1, and as the basis for the conservative reference-use restrictions imposed on you under Section 6.2. Rights Holders and other parties may submit corrections, takedown requests, and licensing inquiries under Section 11.2.

LiveArt's compilation, selection, arrangement, enrichment, normalization, inference logic, and analysis of Image Materials and associated metadata — and all valuations, indices, embeddings, analytics, and other derived outputs — are the property of LiveArt and are protected as set forth in Section 5.1, independent of any rights subsisting in the underlying Image Materials.

Each Image Material returned through the Service carries machine-readable rights metadata indicating, to the best of LiveArt's knowledge and inference, the applicable Rights Holder, copyright notice, rights status, metadata quality, and permitted use. You agree to preserve and propagate that metadata as set forth in Section 6 and Section 10.

The structure, schema, endpoint design, response formats, error semantics, authentication flow, and other non-public characteristics of the API and Service interfaces are confidential and proprietary to LiveArt and constitute part of LiveArt Content under these Terms. You may not use any of the foregoing to design, build, or operate a substitute or competing API surface, as further restricted by Section 8.4.

Subject to your ongoing compliance with these Terms and any Separate Agreement, you may use Image Materials retrieved through the Service solely for the following purposes:

• (a) Identification, authentication, and provenance research relating to specific Underlying Works;
• (b) Internal cataloguing and inventory management within your organization;
• (c) Valuation, appraisal, insurance, lending, and due diligence workflows;
• (d) Market analysis, comparable-sale review, and portfolio reporting performed for your own account or for clients in the ordinary course of your professional practice;
• (e) Display within client-facing applications, only to the extent expressly authorized by a Separate Agreement with LiveArt, and only in accordance with the attribution, sizing, and watermarking requirements set out therein.

You may not, and you may not authorize or enable any third party to:

• (a) Reproduce Image Materials in advertising, marketing, promotional, editorial, or publicity materials;
• (b) Print, publish, broadcast, post publicly, or otherwise distribute Image Materials, in physical or digital form, to any audience other than as expressly permitted by Section 6.1 and any Separate Agreement;
• (c) Create derivative works from Image Materials, including by cropping, retouching, restoring, recolorizing, or compositing, except for technically necessary resizing or format conversion required to display the Image Material within your authorized use;
• (d) Remove, alter, obscure, suppress, or fail to propagate any copyright notice, attribution, rights metadata, watermark, or other proprietary marking accompanying an Image Material;
• (e) Request, retrieve, cache, or store Image Materials at a higher resolution than the resolution tier authorized for your account or use case;
• (f) Use Image Materials to train, fine-tune, evaluate, validate, or benchmark any machine learning model, artificial intelligence system, or derivative dataset, as further described in Section 8.3;
• (g) Use Image Materials in any manner that infringes, or that LiveArt reasonably believes may infringe, the rights of any Rights Holder.

Any use of an Image Material outside the scope of Section 6.1 — including any commercial reproduction, public display, publication, or incorporation into a product or service made available to third parties — requires you to obtain a license or other authorization directly from the applicable Rights Holder. The rights metadata accompanying each Image Material is provided to assist you in identifying the Rights Holder, but LiveArt makes no representation as to the accuracy, completeness, or currency of that identification, and you remain solely responsible for clearing rights for any use beyond Section 6.1.

Where you display Image Materials to end users or clients under a Separate Agreement, you agree to:

• (a) Preserve and display the copyright notice and attribution text accompanying each Image Material, in a manner that is reasonably legible and proximate to the displayed image;
• (b) Impose on your end users and clients restrictions substantially equivalent to those in this Section 6;
• (c) Cooperate with LiveArt's reasonable instructions to remove, replace, or correct any Image Material upon notice.

• Access the Service by any means other than through the interfaces and endpoints that LiveArt expressly provides;
• Use any robot, spider, scraper, crawler, data-mining tool, bot, or other automated means to access the Service, extract data, or circumvent any rate limit, quota, or technical restriction, except for (a) API calls through properly authenticated API keys in accordance with documented rate limits and the applicable Order Form, and (b) search engine crawlers complying with robots.txt;
• Attempt to probe, scan, or test the vulnerability of the Service or breach any security or authentication measures;
• Circumvent, disable, or otherwise interfere with any security, authentication, rate-limiting, or access-control feature of the Service;
• Access the Service using automated scripts that simulate human users (e.g., headless browsers configured to evade detection);
• Use LiveArt Content retrieved through the Site in a manner substantially equivalent to bulk API extraction (e.g., automated page-by-page scraping of artist or artwork pages).

• Sell, resell, sublicense, rent, lease, lend, or redistribute LiveArt Content, in whole or in part, to any third party;
• Publish, post, broadcast, or otherwise make LiveArt Content publicly available, except as expressly permitted by a Separate Agreement;
• Use LiveArt Content to create, populate, or augment any database, dataset, or index intended for distribution, licensing, or commercial use;
• Incorporate LiveArt Content into any product, service, or publication offered to third parties, except as expressly permitted by a Separate Agreement.

• Use LiveArt Content, in whole or in part, alone or in combination with any other data or materials, to train, fine-tune, pretrain, validate, benchmark, evaluate, or otherwise develop any machine learning model, artificial intelligence system, statistical model, valuation model, or derivative dataset, where such model, system, or dataset is intended for distribution, sublicensing, commercial use, or use outside your strictly internal, non-commercial research. This prohibition applies regardless of whether LiveArt Content constitutes a minority, majority, or any specific proportion of the training data or inputs, and regardless of whether LiveArt Content is combined, merged, aggregated, normalized, transformed, or otherwise mixed with data from other sources;
• Provide LiveArt Content to any third party for the purpose of training any such model, system, or dataset, whether alone or in combination with other data;
• Use LiveArt Content as training data, evaluation data, validation data, reference data, retrieval-augmented-generation (RAG) data, grounding data, or any other input, signal, or reference in the development, tuning, or operation of any machine learning model, artificial intelligence system, or statistical model that is distributed, sublicensed, made commercially available, or operated in support of any commercial activity — including any internal commercial deployment — and not only models or systems intended for external distribution or commercial use. This restriction does not apply to genuinely internal, non-commercial research;
• Use the Service to generate outputs that are then used to train, fine-tune, evaluate, or benchmark any competing product, service, or model.

For the avoidance of doubt, general research and personal learning within your own organization that neither results in a distributed or commercial model nor supports any commercial activity is not prohibited. The prohibitions in this Section 8.3 otherwise apply regardless of the proportion of LiveArt Content used, whether it is combined with other data, and whether any resulting model is made public.

• Use the Service or LiveArt Content to develop, operate, or market any product, service, dataset, or tool that is substantially similar to or competitive with the Service;
• Benchmark the Service against competitors or disclose performance metrics of the Service without LiveArt's prior written consent;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, models, methodologies, internal logic, embeddings, similarity vectors, valuation logic, the non-public characteristics of the LiveArt Estimate™ model, or the underlying data structures of the Service, except to the extent expressly permitted by applicable law notwithstanding this restriction.

• Create or maintain multiple accounts in violation of Section 3.3, whether under your own name, aliases, disposable email addresses, or through third parties acting on your behalf;
• Use registered accounts to circumvent restrictions imposed on prior accounts or other users;
• Share, transfer, or sell your account credentials or API keys;
• Register using false, misleading, or stolen identity information.

• Take any action that imposes an unreasonable or disproportionately large load on LiveArt's infrastructure;
• Introduce any virus, worm, Trojan horse, malware, or other malicious code to the Service;
• Interfere with or disrupt the integrity or performance of the Service or the experience of other users;
• Use the Service to transmit spam, unsolicited communications, or abusive material;
• Harass, threaten, or defame any other user or LiveArt personnel.

• Use the Service to violate any applicable law, regulation, or third-party right (including intellectual property, privacy, and contractual rights);
• Use the Service to infringe, misappropriate, or facilitate the infringement of any third party's intellectual property;
• Misrepresent the source of LiveArt Content or attribute it to any party other than LiveArt;
• Remove, alter, or obscure any copyright, trademark, attribution, or other proprietary notice contained in or accompanying LiveArt Content.

• Assist, encourage, enable, fund, or contract with any third party to engage in any of the activities described in this Section 8;
• Attempt to do any of the foregoing.

You may not enable, license, instruct, fund, or contract with any of your Affiliates, wholly-owned subsidiaries, controlled entities, or contractors to engage in any conduct that would constitute a breach of this Section 8 if performed by you, and you are responsible for any such conduct as if it were your own.

LiveArt may, in its sole discretion and without prior notice:

• Monitor use of the Service for compliance with these Terms;
• Investigate any suspected violation, including by reviewing access logs, usage patterns, and account metadata;
• Suspend, throttle, or terminate your account, API keys, or access to the Service;
• Remove or disable access to any User Content;
• Deny registration or re-registration attempts associated with a terminated account;
• Cooperate with law enforcement authorities and comply with court orders;
• Pursue all available legal remedies, including civil and, where applicable, criminal action.

You acknowledge that unauthorized extraction, redistribution, or use of LiveArt Content causes substantial harm to LiveArt that is difficult to quantify with precision, and that the commercial value of LiveArt's proprietary dataset substantially exceeds the cost of any individual account or subscription. Accordingly, you agree that if you breach any provision of Section 8.1 (Unauthorized Access and Automated Use), Section 8.2 (Redistribution and Commercialization), Section 8.3 (Machine Learning and AI Training), or Section 8.4 (Competitive Development), you shall pay LiveArt liquidated damages as follows:

(a) For breach of Section 8.1 (unauthorized automated extraction or scraping): the greater of:

• (i) USD 1.00 per record of LiveArt Content accessed, retrieved, or stored in breach; or
• (ii) USD 100,000 per documented scraping incident, with each distinct extraction campaign (whether continuous or intermittent, and whether from one or multiple accounts or IP addresses) constituting one incident.

(b) For breach of Section 8.2 (redistribution, resale, or bulk sharing of LiveArt Content): the greater of:

• (i) USD 5.00 per record of LiveArt Content redistributed; or
• (ii) USD 500,000 per distribution incident, with each dataset, export, or recipient constituting a separate incident.

(c) For breach of Section 8.3 (use of LiveArt Content to train machine learning models or derivative datasets): USD 1,000,000 per model, dataset, or system trained, fine-tuned, validated, benchmarked, or evaluated using LiveArt Content in breach of these Terms. This amount applies regardless of whether LiveArt Content constituted all, most, some, or only a portion of the training, evaluation, or reference data, and regardless of whether LiveArt Content was combined with data from other sources.

(d) For breach of Section 8.4 (development of a competing product or service using LiveArt Content): USD 1,000,000 per product, service, dataset, or tool developed, marketed, or operated in breach of these Terms.

The parties acknowledge that these amounts are a reasonable estimate of the probable loss to LiveArt, which would otherwise be difficult to calculate with precision, and are not intended as a penalty. In reaching this estimate, the parties have considered, among other factors: the substantial investment required to build and maintain LiveArt's proprietary dataset; the fair market value of comparable institutional data licenses (which generally exceed USD 80,000 annually); the irreparable harm caused by unauthorized redistribution and model training, which cannot be remediated by termination alone; and the cost of detection, investigation, and enforcement.

Liquidated damages under this Section 9.2 are in addition to, and not in lieu of, LiveArt's right to seek injunctive relief, terminate your access, recover any other damages permitted by law, and recover attorneys' fees and costs. The limitation of liability in Section 15 does not apply to your liability under this Section 9.2.

You acknowledge that any breach of Section 8 may cause LiveArt irreparable harm for which monetary damages would be inadequate, and that LiveArt is entitled to seek injunctive relief in addition to any other available remedies.

Where a Separate Agreement with LiveArt authorizes you to display LiveArt Content to third parties, you agree to include the attribution “Powered by LiveArt” (or such localized or alternative attribution as LiveArt may approve in writing) in a reasonably visible location. Specific placement, formatting, and localization shall be agreed in writing in connection with that Separate Agreement.

Where you display an Image Material to a third party under any authorization granted by LiveArt, you agree to display the copyright notice, rights-holder identification, and attribution text accompanying that Image Material in its rights metadata, in a manner reasonably proximate to the displayed image and reasonably legible to the viewer. Where the rights metadata indicates that the rights holder is unknown, you agree to display the notice “Rights holder unknown — contact LiveArt with information” or a substantially equivalent notice.

Users accessing the Service under these Terms only (without a Separate Agreement) are not authorized to display LiveArt Content or Image Materials to third parties and therefore have no display-side attribution obligations beyond those imposed by copyright law and Section 6.

LiveArt may identify you as a customer, including by listing your name and logo on LiveArt's website, in customer rosters, and in marketing materials. You may opt out by written request to legal@liveart.ai, in which case LiveArt will remove the identification within a reasonable period. This Section 10.4 does not authorize LiveArt to disclose the substantive terms, scope, or pricing of any Separate Agreement. Each party shall keep the substantive terms, scope, and pricing of any Separate Agreement confidential, and shall not disclose them to any third party except to its legal, financial, or tax advisors under obligations of confidentiality, or as required by law.

Where a Separate Agreement authorizes you to display LiveArt Estimate™ values or other algorithmic outputs to end users, you shall display a notice substantially equivalent to: “LiveArt Estimate values are algorithmic estimates and do not constitute formal appraisals, investment advice, or guarantees of value or future performance.” The notice must be reasonably visible and proximate to the displayed values.

LiveArt respects the intellectual property rights of others. If you believe that content on the Service infringes your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) to LiveArt's Designated Agent:

To be effective, your notification must include:

1. A physical or electronic signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work claimed to have been infringed;
3. Identification of the material that is claimed to be infringing, with sufficient information to permit LiveArt to locate it;
4. Your contact information (address, telephone number, email);
5. A statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
6. A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner.

LiveArt may, in appropriate circumstances and at its discretion, terminate the accounts of users who are repeat infringers.

Rights Holders who are not located in the United States, or whose claims fall outside the scope of the DMCA, and any party seeking correction of rights-holder identification, copyright notice, attribution, or other rights metadata associated with an Image Material, may contact LiveArt at rights@liveart.ai. LiveArt will review and respond to such inquiries in good faith. Submission of an inquiry under this Section 11.2 does not constitute a DMCA notification and is without prejudice to either party's rights.

A Separate Agreement may authorize one or more of the following deployment modes, the scope and limits of which are specified in the Separate Agreement:

• (a) “Internal Use” means use of LiveArt Content solely within the Separate-Agreement Customer's organization, including for research, valuation, due diligence, portfolio analytics, internal reporting, and related internal purposes.
• (b) “Client-Facing Use” means display of LiveArt Content by the Separate-Agreement Customer to identified clients of the customer in the ordinary course of the customer's professional practice.
• (c) “Redistribution Use” means display, transmission, or delivery of LiveArt Content to end users of the customer's products or services who are not employees, contractors, or identified clients of the customer — including embedded, white-label, reseller, and substantially similar uses.

A deployment mode not expressly authorized in the Separate Agreement is not granted. Redistribution Use, in particular, is permitted only where expressly authorized in the Separate Agreement.

The Separate Agreement may identify “Authorized Users” — the employees, contractors, and (where applicable) clients of the Separate-Agreement Customer permitted to access the Service under the Separate Agreement. The Separate-Agreement Customer is responsible for any act or omission of its Authorized Users in connection with the Service and shall ensure that its Authorized Users comply with these Terms and the Separate Agreement.

Where a Separate Agreement contemplates one or more “Order Forms,” each Order Form (a) is signed by both parties, (b) references the master Separate Agreement, and (c) specifies the deal-specific terms applicable to a particular engagement, including the license scope, fees, term, payment terms, deployment modes, and any other deal-specific provisions. The order of precedence between a Separate Agreement and its Order Forms is governed by Section 20.2.

Where the Separate Agreement authorizes Client-Facing Use or Redistribution Use, the Separate-Agreement Customer shall impose on its clients and end users contractual restrictions substantially equivalent to those in Section 6 (Image Materials and Reference Use), Section 8 (Prohibited Conduct), and Section 10 (Attribution), together with any further restrictions specified in the Separate Agreement. The Separate-Agreement Customer shall enforce such restrictions and shall cooperate with LiveArt's reasonable instructions to remove, replace, or correct any LiveArt Content upon notice.

Several provisions elsewhere in these Terms apply specifically or principally to Separate-Agreement Customers and are not repeated here, including, without limitation: Section 4.4 (Bulk-Delivered Content); Section 5.7 (Confidentiality of Service Architecture); Section 6.1(e) and Section 6.4 (client-facing use and pass-through obligations for Image Materials); Section 10.1 (Attribution to LiveArt); Section 10.4 (Customer Identification and confidentiality of Separate Agreement terms); Section 10.5 (End-User Disclaimer for Algorithmic Outputs); Section 15 (Limitation of Liability); Section 18.4 (Effect of Termination, including the officer certification requirement); and Section 20.2 (Order of Precedence).

These Terms remain in effect while you access or use the Service.

LiveArt may suspend or terminate your access to the Service, with or without notice, at any time and for any reason, including:

• Violation of these Terms;
• Suspected fraudulent, abusive, or illegal activity;
• Non-payment of any fees owed to LiveArt;
• Request of law enforcement or other governmental authority;
• Extended periods of inactivity;
• LiveArt's decision to modify or discontinue the Service.

You may terminate your account at any time by following the account closure procedures on the Site or by contacting support@liveart.ai.

Upon termination, your right to access the Service immediately ceases. You must immediately stop using LiveArt Content and, except as expressly permitted by a Separate Agreement, delete or destroy all LiveArt Content in your possession or control within thirty (30) days. For LiveArt Content displayed on any public-facing surface, “stop using” includes (a) removing the content from public-facing surfaces within thirty (30) days, (b) taking reasonable steps to request removal of indexed content from third-party search engines, and (c) ceasing all use of images served from LiveArt's content delivery network (CDN).

If you access the Service under a Separate Agreement, you shall, within thirty (30) days of termination, deliver to legal@liveart.ai a written certification, signed by an officer, attesting that all LiveArt Content has been deleted from your systems, backups, and downstream consumers, and that the obligations of this Section 18.4 have been performed.

Sections 5, 6, 8, 9, 11, 14, 15, 16, 17, 18.4, 19, and 20 survive termination.

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Except as set forth in Section 19.3, any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by JAMS (Judicial Arbitration and Mediation Services, Inc.) (or its successor) under its Streamlined Arbitration Rules and Procedures. Arbitration shall be conducted in New York County, New York. Judgment on any award may be entered in any court of competent jurisdiction.

Notwithstanding Section 19.2, LiveArt may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, enforce Section 8 (Prohibited Conduct), or enforce Section 9.2 (Liquidated Damages).

YOU AND LIVEART AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

If a court or arbitrator determines that this class action waiver is unenforceable, the unenforceable portion shall be severed and the remainder of this Section 19 shall continue in full force, with any non-individual claim proceeding in court (not arbitration).

The prevailing party in any dispute shall be entitled to recover reasonable attorneys' fees and costs.

Any cause of action you may have against LiveArt must be commenced within one (1) year after the cause of action accrues or be permanently barred.

These Terms, together with any Separate Agreement between you and LiveArt governing your use of the Service and any documents incorporated by reference, constitute the entire agreement between you and LiveArt regarding the Service and supersede all prior or contemporaneous communications.

In the event of conflict, the order of precedence is: (1) any Separate Agreement; (2) these Terms; (3) any policies or documentation incorporated by reference. Within a Separate Agreement, the body of the agreement controls over any attached Schedules, Exhibits, Appendices, or Order Forms unless the Schedule, Exhibit, Appendix, or Order Form expressly states that it controls over a specified provision of the agreement body.

LiveArt may modify these Terms at any time. Material changes will be communicated by updating the “Last Updated” date at the top of these Terms and, where appropriate, by notice through the Service or by email. Your continued use of the Service after changes take effect constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service.

You may not assign or transfer these Terms or your account without LiveArt's prior written consent. LiveArt may assign these Terms at its sole discretion, including to a successor in connection with a merger, acquisition, or sale of assets.

In any merger, acquisition, change of control, or sale of substantially all of your assets (or those of your organization), these Terms — including the post-termination obligations of Section 18.4 — bind any successor or acquirer. No such transaction extinguishes any obligation under these Terms without LiveArt's prior written consent.

No failure or delay by LiveArt in exercising any right under these Terms shall constitute a waiver of that right.

If any provision of these Terms is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.

LiveArt is not liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, government action, labor disturbance, internet or telecommunications failures, or cyberattacks.

These Terms are for the benefit of you and LiveArt only, and do not create any rights in any third party.

Nothing in these Terms creates any partnership, joint venture, agency, fiduciary, or employment relationship between you and LiveArt.

You agree to comply with all applicable export control and economic sanctions laws of the United States and other applicable jurisdictions. You represent that you are not located in, and will not access the Service from, any jurisdiction subject to comprehensive sanctions under the laws of the United States, the European Union, the United Kingdom, or other applicable jurisdiction.

LiveArt may provide notices to you by email to the address associated with your account, by posting on the Site, or by any other reasonable means. You may provide notices to LiveArt at:

These Terms are written in English. Any translations provided for convenience are not binding, and the English version governs.