Terms of Service

Updated as of: December 31st, 2023

OOVRA, LLC, an Arizona limited liability company (“OOVRA” “us”, “we”, or “our” as the context may require), is a provider of professional services that provides dedicated sales and support for artists (each an “Artist”), or their approved curators or representatives that sells or markets on such Artist’s behalf (each a “Gallery”), to third parties expressing interest in the Artist’s Artwork (“Collectors”) to sell their creations (“Artwork”).

These Terms and Conditions of Service (this “Agreement”) is entered into by and between you, whether in your capacity as and in each case as applicable, an Artist, Collector, or Gallery, or a visitor of our Site (“you”, “your”) and OOVRA and govern your access and use of our Services and, if accessing our Site, our website available at https://www.OOVRA.io/ (the “Site”).

BY ACCESSING THE SITE OR USING OUR SERVICE, OR OTHERWISE ELECTRONICALLY INDICATING YOUR ACCEPTANCE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND OUR PRIVACY POLICY, WHICH PRIVACY POLICY IS INCORPORATED HEREIN BY REFERENCE.

PLEASE NOTE THAT SECTION TITLED “ARBITRATION AND CLASS ACTION WAIVER” BELOW CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. BY AGREEING TO THIS AGREEMENT, 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.

THIS AGREEMENT MAY BE MODIFIED OR AMENDED BY OOVRA IN ITS SOLE AND ABSOLUTE DISCRETION AND OOVRA WILL USE GOOD FAITH EFFORTS TO PROVIDE 30 DAYS PRIOR NOTICE THROUGH THE SERVICE. CONTINUED USE OF THE SERVICE THEREAFTER IS DEEMED ACCEPTANCE OF THE AGREEMENT AS REVISED.

The Service

You hereby engage OOVRA, and we accept your engagement, to act as a non-exclusive finder and referrer with respect to potential sales of Artwork to Collectors (the “Service”).

You represent and warrant to OOVRA that you have the full right, power, and authority to enter into this Agreement and to perform your obligations hereunder; and agree that this Agreement will constitute the legal, valid and binding obligation, enforceable in accordance with its terms. The Service is offered to those Artists who are at least 18 years of age or over the age of 13 with verified parental consent provided to OOVRA in writing. If you are entering into this Agreement on behalf of a company or Artist, you represent that you have the authority to bind such entity or artist to this Agreement.

Artwork: We will facilitate the sale to Collectors regarding a specific piece of Artwork, or generally towards your collection as party of the Service. Such Collector can purchase the Artwork at the prices you set, provided we will be entitled to the Commission whether such Collector purchases a specific Artwork, or another piece from your collection. You will take any omit any information or take action in an effort at circumventing any of the Commissions due hereunder.

You understand that OOVRA does not manufacture, store, create or inspect any of the Artwork. We cannot and do not make any warranties about their quality, safety, authenticity, or their legality. As between us and you, the Artist and/or applicable Gallery is responsible for any legal claim related to Artwork. You release OOVRA from any claims related to the Artwork or our Service including for defective or infringing items, misrepresentations by sellers or buyers, or items that caused physical injury (like product liability claims).

Shipping: Artists and/or the applicable Gallery are solely responsible for the shipping of Artwork. We will make reasonable efforts to assist in communications around shipping fees, the delivery of Artwork and receipt of payments between all Artists and Collectors, provided OOVRA’s role is limited to facilitating the transaction between the parties and in no event are we to be construed as a participant or party to the sale.

Database: We will collect and maintain information about Collectors, including but not limited to, address, phone, email, Referral Source, and purchase history (“Database”) specific to you. We will not sell Artwork from another Artist to a Collector in your Databased unless you approve to do so or if the Collector exists in multiple Databases. We will make reasonable efforts to identify the Referral Source, if any, of a Collector and add this information to your Database. Upon termination or suspension this Agreement, we will provide your Database concerning specific Collectors in a reasonably accessible format elected by us as soon as reasonably practicable and and remove all Database records specific to you.

OOVRA agrees to grant the Artist, or their designated third-party auditor, reasonable access to all pertinent internal records, including but not limited to financial documents, Databases and operational processes related to the services provided under this agreement including the transfer and deletion of any Database records. Access shall be provided during normal business hours and upon reasonable advance notice. All information obtained by the Artist or their third-party auditor during the audit process shall be treated as confidential and shall not be disclosed to any third party without the prior written consent, except as required by law. The Artist shall bear the costs associated with the audit, unless the audit reveals material discrepancies attributable to the Company, in which case the Company shall reimburse the Artist for reasonable audit expenses.

Collectors: We make no representation or warranty about the creditability or suitability of any Collector introduced to you, or that any Collectors will actually make a purchase. While we do a preliminary screen of any Collectors, any transactions are conducted between you and the Collector, and you are responsibly determining the creditability or suitability any Collector with whom you transact.

Payment, Commission, and Fees

Commission: A commission will be paid to OOVRA on any sale of Artwork where OOVRA was Involved. “Involved” means transactions made for a specified Artwork, or any other Artwork purchased by a referred Collector, or for which OOVRA was involved, such involvement encompasses activities such as marketing to prospective purchasers or collectors, sending personalized emails, conducting video conference calls, engaging in text message communications, participating in negotiations, among other related activities and actions. We will track our involvement and provide such tracked involvement at your written request as soon as reasonably feasible after such request has been made. “Referral Source” means the source by which the Collector became aware of the Artist’s Artwork. “Commission” means the total revenue generated from a transaction, exclusive of any shipping fees or applicable sales tax.

Artists and/or their Gallery agree to pay the following Commission rates to OOVRA, which amounts will be automatically paid as part of the transaction to us:

• 30% Commission on any sale where OOVRA was Involved and the Referral Source is the Artist.

• 50% Commission on any sale where OOVRA was Involved, and the Referral Source is OOVRA, provided the Artist or Gallery has indicated they want to receive referrals from OOVRA.

Taxes: You are solely responsible to pay any and all taxes of any kind, including without limitation, sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, associated with your use of the Service or as the result of your ownership, transfer, purchase, sale, or creation of any Artwork (collectively, “Taxes”). Any payments made to us with respect to your 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 from any such payment, then the sum payable by you will be increased to account for such amount. 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.

Termination

You may terminate this Agreement at any time and such termination will discontinue the Service. We have the right to disable, suspend, or terminate this Agreement or our Service at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement. Under no circumstances shall we be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs suffered by you or any other person or entity due to any such termination.

Intellectual Property

OOVRA Ownership: Our Service, content, materials, and the Site and its entire contents, features, elements, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by OOVRA, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Except as expressly set forth herein, use of the Service or our Site does not grant you ownership of or any other rights with respect to any content, code, data, or other materials that you may encounter. We reserve all rights not expressly granted to you in this Agreement.

Limited Use: This Agreement permits you to use the Site solely as set out in this Agreement. Any use or access of the Site not expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, trademark, and other laws. Except as otherwise provided in this Agreement, you must not:

• Reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Site or use or access the Service for competitive purposes;

• Modify copies of any materials from the Site;

• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text on the Site; or

• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Site.

Feedback: If you send or transmit any communications or materials to OOVRA by mail, email, telephone, or otherwise, suggesting or recommending changes to tour Service or the Site, including without limitation, new features or functionality relating to the Site, or any comments, questions, suggestions, or the like (“Feedback”), OOVRA is free to disclose Feedback to third parties or use Feedback without any additional compensation or other action or limitation between the parties governing such Feedback.

‌Trademarks: Our name, the OOVRA logo, and all related names, logos, product and service names, designs, and slogans are trademarks of OOVRA or our affiliates or licensors. You must not use such marks without the prior written permission of OOVRA. All other names, logos, product and service names, designs, and slogans displayed on the Site are the trademarks of their respective owners.

General Restrictions

You agree not to, or permit a third party to:

• violate, encourage or promote violations of any applicable federal, state, local, or international law, statute, ordinance, regulation, sanctions program administered in any relevant country, or which would involve proceeds of any unlawful activity (including, without limitation, terrorism, tax evasion or money laundering);

• exploit, harm, or attempt to exploit or harm any person in any way, including without limitation violation of any third party’s legal rights (such as intellectual property rights or rights of privacy and publicity);

• send, knowingly receive, upload, download, use, or re-use any material that does not comply with this Agreement, is defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable in the reasonable opinion of OOVRA;

• impersonate or attempt to impersonate OOVRA, an OOVRA employee, or any other person or entity (including, without limitation, by using email addresses or usernames associated with any of the foregoing);

• dilute, tarnish, or otherwise harm or disparage the OOVRA brand in any way;

• exploit the Service for any unauthorized commercial purpose; or

• engage in any fraudulent or deceptive conduct, including without limitation any conduct that may prevent competitive or fair bidding, artificially inflate or deflate any Artwork, or any other anticompetitive conduct.

Violations: You agree and acknowledge that failure to follow these prohibited uses and restrictions could result in legal action wherein damages were caused by your actions. We further reserve the right to amend, rectify, edit, or otherwise alter our Service or transaction data, or take other mitigating efforts, at your expense, to the extent possible, to mitigate market harm caused by your violation of this Agreement.

Reporting Suspicious Activity: If you suspect that there is a in violation of this Agreement, you can promptly inform us at info@OOVRA.io.

Other Legal Terms

Warranty Disclaimer: WE PROVIDE THE SERVICE AND SITE “AS IS” AND DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Limitation of Liability: TO THE EXTENT PERMITTED BY LAW, OOVRA AND ITS AFFILIATES WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF OOVRA AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF: (i) THE AMOUNT YOU HAVE ACTUALLY PAID TO OOVRA IN THE LAST SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENTS FIRST GIVING RISE TO A CLAIM; OR (ii) $100. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Time to File Claims: TO THE EXTENT PERMITTED BY LAW, ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED AND YOU HEREBY WAIVE ANY SUCH CLAIM OR CAUSE OF ACTION.

Indemnity: YOU AGREE TO DEFEND, INDEMNIFY, AND RELEASE FROM ALL LIABILITY OOVRA, ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, JUDGMENTS, AWARDS, LOSSES, COSTS, EXPENSES, OR FEES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COST OF ENFORCEMENT) ARISING OUT OF OR IN ANY WAY RELATING TO BREACH OF THIS AGREEMENT OTHER THAN AS EXPRESSLY AUTHORIZED IN THIS AGREEMENT, OR YOUR USE OF ANY INFORMATION OBTAINED FROM PROVISION OF THE SERVICE, OR ANY TRANSACTIONS CONDUCTED THEREBY.

External Site: The Site may include hyperlinks to other web sites or resources (collectively, “External Sites”), which are provided solely as a convenience. We have no control over any External Sites and are not responsible for the availability of any External Sites or any loss or liability you incur resulting therefrom. We do not endorse any advertising, products or other materials on or made available from any External Sites.

Governing Law and Jurisdiction: All matters relating to the provision of the Service and this Agreement, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Arizona without giving effect to any choice or conflict of law provision or rule (whether of the State of Arizona or any other jurisdiction). Subject to the Arbitration Agreement below, any other legal suit, action, or proceeding arising out of, or related to, this Agreement or the Service shall be instituted exclusively in the federal courts of the United States or the courts of the State of Arizona, in each case located in the City of Phoenix and County of Maricopa. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Arbitration and Class Action Waiver: PLEASE READ THE FOLLOWING SECTION TO ARBITRATE (“ARBITRATION AGREEMENT”) IN ITS ENTIRETY. THIS CLAUSE REQUIRES YOU TO ARBITRATE DISPUTES WITH OOVRA, LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US AND SURVIVES ANY TERMINATION OF THIS AGREEMENT OR YOUR RELATIONSHIP WITH US. YOU AGREE THAT ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO: YOUR ACCESS, USE, OR ATTEMPTED ACCESS OR USE OF OUR SERVICE THE SITE; OR ANY ASPECT OF YOUR RELATIONSHIP WITH OOVRA WILL BE RESOLVED BY BINDING ARBITRATION, EXCEPT THAT (1) YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS QUALIFY; AND (2) OOVRA MAY SEEK EQUITABLE RELIEF IN COURT FOR INFRINGEMENT OR OTHER MISUSE OF INTELLECTUAL PROPERTY RIGHTS (SUCH AS TRADEMARKS, TRADE DRESS, DOMAIN NAMES, TRADE SECRETS, COPYRIGHT, OR PATENT). YOU AGREE THAT ANY SUCH ARBITRATION SHALL BE SETTLED SOLELY AND EXCLUSIVELY BY BINDING ARBITRATION HELD IN PHOENIX, ARIZONA, UNDER THE RULES OF ARBITRATION OF THE AMERICAN ARBITRATION ASSOCIATION APPLYING ARIZONA LAW.

The arbitrator shall have exclusive authority to:

• Determine the scope and enforceability of this Arbitration Agreement and resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement;

• Decide the rights and liabilities, if any, of you and OOVRA;

• Grant motions dispositive of all or part of any claim; and

• Award monetary damages and grant any non-monetary remedy or relief available to a party under applicable law, arbitration rules, and this Agreement (including the Arbitration Agreement). The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. Such an award is final and binding upon you and us.

Jury Trial and Class Action Waiver: YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. YOU HEREBY WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST OOVRA, OR ANY OF ITS AFFILIATES AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. TO THE YOU ARE PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST OOVRA OR ANY OF OUR AFFILIATE, YOU AGREE THAT: (I) YOU SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOT WITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT); AND (II) YOU WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.

Waiver and Severability: No waiver by OOVRA of any term or condition set out in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of OOVRA to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Agreement will continue in full force and effect.

Entire Agreement: This Agreement and our Privacy Policy constitute the sole and entire agreement between you and OOVRA regarding the Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the same.

Notice and Communications: You agree that we may provide notices and messages to you sent to the contact information that you provided, which includes electronic mail or other electronic means. You are responsible for providing us with your most current e-mail address. If you have provided an invalid email, or such address is not capable of receiving our notices, our dispatch of such email will nonetheless constitute effective notice. You consent to receive communications from us electronically, and agree that all terms, conditions, or otherwise, provided to your electronically satisfy any legal requirement that would be satisfied if they were in writing. You may give notice to us at: info@OOVRA.io.

Force Majeure: In no event will we be liable or responsible to you or be deemed to have defaulted in any of our obligations under this Agreement for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any circumstances beyond our reasonable control, including acts of God, acts of nature, acts of government in its sovereign or contractual capacity, national emergencies, acts of terrorism, transportation delays, labor disturbances, work stoppages, shortages of material, or loss of electrical power, telecommunications or similar infrastructure.

Your Comments and Concerns: All other feedback, comments, requests for technical support, and other communications relating to this Agreement should be directed to: info@OOVRA.io.

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