Terms of service - culturenut

Last Modified: Feb 28, 2025

Acceptance of the Terms of Service

These Terms of Service are entered into by and between You and culturenut, LLC (“culturenut,” “we,” or”us”). The following terms and conditions, together with any documents they expressly incorporate byreference collectively, “Terms of Service”), govern your access to and use of www.culturenut.com including any content, functionality, and services offered on or through the site by us (collectively, with the site,the “Services”), whether as a guest or a registered user.

Please read the Terms of Service carefully before you start to use the Services. By accessing or otherwise using the Services or by clicking or tapping to accept or agree to the Terms of Service when this option is made available to you electronically or otherwise, or otherwise manifesting your ascent, you accept and agree to be bound and abide by these Terms of Service. If you do not want to agree to these Terms of Service, you must not access or use the Services.

culturenut is a marketplace that enables users to offer, sell, rent, lease, and buy exhibitions and other goods and services in various locations, as applicable. culturenut is not a party to contracts for sale, purchase, rental, or lease between buyers and sellers, nor is culturenut an auctioneer, or an agent of sellers or buyers. culturenut has no control over and does not guarantee: the existence, quality, safety, or legality of exhibitions, goods, services, or other items advertised or the truth or accuracy of UGC (as defined below) or listings; the ability of sellers to sell items; the ability of buyers to pay for items; or that a buyer or seller will actually complete a transaction or return an item.

You represent that you and your users, employees, agents, suppliers, contractors, and subcontractors are not included on, or owned or controlled by any party included on, any of the prohibited or restricted party or other lists maintained by the U.S. Government, including, but not limited to, the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control and the Denied Persons List, Unverified List, FinCEN lists, or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security, or included on or subject to U.S. Government sanctions, and in each case otherwise satisfy all eligibility requirements of these Terms of Service and applicable law, and you agree to comply with and ensure each of your users comply with all applicable laws, including without limitation all applicable privacy laws, and the Telephone Consumer Protection Act, in their use of the Services and with respect to any personal information or other information obtained on or through the Services. Although culturenut may display lists of exhibits, listings, goods, services, service providers or other vendors or other items or information made available by culturenut service providers, or other vendors, users and other third parties, and may make functionality available on or through the Services to post listings and exhibitions and send offers and other messages to, schedule, coordinate, and otherwise interact with such users and third parties; you acknowledge that the Services are made available without warranty and culturenut makes no representations related to users or third parties or listings, exhibitions, goods, services or other items or information made available by users or third parties. By electronically signing these Terms of Service or otherwise manifesting your assent to these Terms of Service or accessing or otherwise using the Services, you represent and warrant that you are of legal age to form a binding contract with culturenut and you and each of your users meet all the eligibility requirements and are and will remain in compliance with these Terms of Service. If you do not meet all requirements, you must notaccess or directly or indirectly permit any user to use your account or the Services All references to “you”or “your,” as applicable, mean the individual or entity entering into these Terms of Service. If you or any of your users access or otherwise use the Services on behalf of an entity, you represent and warrant that you have the authority to bind that entity, and represent your acceptance of the Terms of Service will bedeemed an acceptance by that entity, and “you” and “your” herein will refer to that entity, its directors, officers, employees, agents.

Changes To The Terms of Service

We may revise and update these Terms of Service from time to time in our sole discretion by making an updated version of these Terms of Service available. The date of last modification is listed at the top of these Terms of Service. Except to the extent applicable law requires a longer period, all changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Services.

Your continued access to or use of the Services following the posting of revised Terms of Service means that you accept and agree to the changes. You are expected to review our current Terms of Service before you access the Services so you are aware of any changes, as they are binding on you.

Accessing the Services and Account Security

Without limitation, we reserve the right to withdraw or amend the Services, and any service or material we provide on or through the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services or the entire Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entire Services, to users, including registered users. You are responsible for both:

Making all arrangements necessary for you and your users to have access to the Services.
Ensuring that all persons who access the Services through your internet connection or otherwise through your account are aware of these Terms of Service and comply with them.

To access the Services or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide on the Services is correct, current, and complete. If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to your account or otherwise to the Services or portions of it using your username, password, or other security information, or otherwise. You agree to notify us immediately of any unauthorized access to or use of your username or password or account, or any other breach of security or confidentiality or these Terms of Service. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer or other device so that others are not able to view or record your password or other personal information. If a user or third party accesses your account, you, and not culturenut, are solely responsible for that user or third party’s actions, whether or not access was authorized by you, and you hereby agree to indemnify and defend culturenut and hold culturenut harmless against all costs, claims, expenses, and damages that arise in connection with the use of or access to your account by you, any user or other third party. You will not attempt to sell or otherwise transfer the benefit of your account, nor will you acquire or attempt to acquire an account which has been opened in the name of a third party. Notwithstanding anything to the contrary, Company will not be liable for any loss that you may incur as a result of misuse of usernames or passwords or from any unauthorized use of your account, whether fraudulent or otherwise. You agree to indemnify and defend us and hold us harmless against any costs, claims, damages and expenses arising in connection with the use of, or access to, your account by any third party as a result of your negligence, or other breach of these Terms of Service, fraud, dishonesty or criminal activities, or other acts or omissions. Without limitation, we have the right but not the obligation to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Service.

Text SMS or other Messages

In the event you opt-in to receive SMS or other messages, you authorize culturenut and our designees to send the applicable messages as described in the applicable notices, and without limitation you authorize such messages to be sent with varying messaging frequency and such other frequency as may be described in the applicable notices and as otherwise permitted by applicable law. Without limiting the forgoing, such messages may include marketing messages, and you represent that you are the registered owner or authorized user of the applicable device and are authorized to provide the applicable consent. You acknowledge that SMS and other messages sent by culturenut or our designees using an automated telephone dialing system are optional and not a condition of purchase or use of the Services. Message and data rates may apply. You acknowledge your carrier may charge for each message sent and received, and that you are solely responsible for any fees or charges incurred from sending or receiving the applicable messages. If your carrier does not permit SMS messages, you may not receive the SMS messages. Without limiting our rights or expanding our liability, neither we nor the wireless carriers will be liable for any delays in the receipt of, or failure to deliver any SMS message from us or our designees sent by automated telephone dialing system or otherwise.

Intellectual Property Rights

As between you and culturenut, the Services including without limitation its entire contents, features, 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 culturenut, 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. Your right to use the Services is subject to your strict compliance with these Terms of Service. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the Services or any material or other information made available on or through our Services, except as follows:

Your computer or other device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your Web browser for display enhancement purposes.
You may print or download one copy of a reasonable number of pages of the Services for your own personal, non- commercial use and not for further reproduction, publication, or distribution.
If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or other device solely for the purpose provided.
If we provide social media features with certain content, you may take such actions as are enabled by such features. You must not:
Modify copies of any Services or materials or information obtained from the Services.
Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the services.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Services in breach of the Terms of Service, your right to use the Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by culturenut Any use of the Services not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws. In your use of the Services and other communications with culturenut, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services, including, without limitation, ideas, concepts, inventions, or designs for websites, apps, software or otherwise (collectively, “Unsolicited Ideas and Materials”). Any Unsolicited Ideas and Materials you submit or otherwise make available are deemed UGC and licensed to us as set forth below. In addition, culturenut retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. culturenut’s receipt of your Unsolicited Ideas and Materials is not an admission by culturenut of their novelty, priority, or originality, and it does not impair culturenut ’s right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials. The culturenut name, the term culturenut, and the culturenut logo, and all related names, logos, product and service names, designs, and slogans are trademarks of culturenut or its affiliates or licensors. You must not use such marks without the prior written permission of culturenut. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners. These Terms of Service include only narrow, limited grants of rights to use and access the Services as set forth above. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU ARE RESERVED BY CULTURENUT AND ITS LICENSORS AND OTHER THIRD PARTIES. Any unauthorized use of any Services for any purpose is prohibited.

Prohibited Uses

You may use the Services only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Services:

In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries, and laws regarding personal information)
For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise
To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms of Service
To transmit, or procure the sending of, any advertising or promotional material, including any “junkmail,” “chain letter,” “spam,” or any other similar solicitation, or otherwise directly or indirectly collect, use, or disclose personal information for any purpose not expressly permitted by the text of these Terms of Service, or otherwise sell or share personal information directly or indirectly collected or otherwise obtained on or through the Services, or otherwise use the Services for a purpose other than its intended purpose, including without limitation to promote or engage in gambling or Ponzi schemes, pyramid schemes, affiliate marketing, unsolicited commercial content, raffles, lotteries, games of chance, or credit counseling
Fail to properly provide the goods or services purchased, rented, or leased from you through the Services
Fail to pay for exhibitions, or other goods or services purchased, rented, or leased by you
Manipulate the price of any exhibition, good, or service or interfere with any exhibition or other listing
To impersonate or attempt to impersonate culturenut, a culturenut employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing)
Assign, transfer, or otherwise share accounts between or among individuals or companies
In any manner that bypasses the Services’ designed functionality, or that circumvents any obligation to pay amounts owed related to the Services or otherwise pursuant to the Terms of Service, or may be intended to directly or indirectly do any of the forgoing
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm culturenut or users of the Services, or expose them to liability
Additionally, you agree not to:
Use the Services in any manner that could disable, overburden, damage, or impair the Services orinterfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services
Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material, information, or other data on or through the Services
Use any manual process to monitor or copy any of the material on the Services, or for any other purpose not expressly authorized in these Terms of Service, without our prior written consent
Use any device, software, or routine that interferes with the proper working of the Services
Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer or other device, or database connected to the Services
Attack the Services via a denial-of-service attack or a distributed denial-of-service attack
Harvest or otherwise collect or use information about users
Otherwise attempt to interfere with the proper working of the Services

User Contributions

culturenut may now, or in the future, offer users of the Services the opportunity to create, build, post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Service, or on or in response to our pages or posts on any third-party platforms or in connection with any of our promotions by any media or manner, or otherwise submit to us or otherwise on or through the Services (collectively, “submit”) content, and other messages, text, illustrations, files, images, graphics, photos, comments, responses, sounds, music, videos, ratings, reviews, data, questions, suggestions, personal information, or other information or materials and the ideas contained therein (collectively, but excluding culturenut intellectual property included therein, “User Generated Content” or “UGC”). You may submit UGC through your account profile, offers to buy, listing and exhibition descriptions, supplemental documents, and otherwise on or through listings and exhibitions, messaging functionality, content creation and posting tools, contact us tools, email, and other communications functionality. Except to the extent of the rights and license you grant in these Terms of Service, you retain whatever legally cognizable right, title, and interest that you have in your UGC. You agree that your UGC will be treated as non-confidential and non-proprietary by us – regardless of whether you mark them “confidential,” “proprietary,” or the like, and will not be returned, and to the maximum extent not prohibited by applicable law, culturenut does not assume any obligation of any kind to you or any third party with respect to your UGC. Upon request, you will provide documentation necessary to authenticate rights to such content and verify your compliance with these Terms of Service. You hereby grant culturenut, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, royalty and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your UGC (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such UGC and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any UGC for any purposes whatsoever, including developing, producing, and marketing products and/or services. You understand that in exercising such rights metadata, notices and content may be removed or altered, and you consent thereto and represent and warrant you have all necessary authority to do so and otherwise grant such rights. In order to further effect the rights and license that you grant to culturenut to your UGC, you also hereby grant to culturenut, and agree to grant to culturenut, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any UGC, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any UGC, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in these Terms of Service. Without limiting your representations or obligations set forth elsewhere in these Terms of Service or otherwise, each time you submit or authorize or otherwise cause the submission of or otherwise make available any UGC, you represent and warrant to culturenut that: (a) you are the sole author and owner of the intellectual property and other rights to the UGC, or you have a lawful right to submit or cause the submission of the UGC and grant culturenut the rights to it that you are granting by these Terms of Service, all without any culturenut obligation to obtain consent of any third party and without creating any obligation or liability of culturenut; (b) the UGC is accurate, complete, current, and may be relied on by culturenut; (c) the UGC does not and, as to culturenut’s permitted uses and exploitation set forth in these Terms of Service, will not infringe any intellectual property or other right of any third party, or applicable law; and (d) your UGC will not violate these Terms of Service, or cause injury or harm to any person. Without limiting the forgoing, you represent that you and your UGC complies with and will remain in compliance with applicable law. You understand and acknowledge that you are solely responsible for your UGC, and you, not culturenut, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any UGC posted or otherwise made available by you or any other user or otherwise on or through the Services.

Monitoring and Enforcement; Termination

We have the right but not the obligation to:

Remove or refuse to post any UGC for any or no reason in our sole discretion
Take any action with respect to any UGC that we deem necessary or appropriate in our sole discretion, including if we believe that such UGC violates the Terms of Service, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for culturenut
Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services
Terminate or suspend your account and/or access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms of Service. Without limiting the forgoing, in our sole discretion, we may communicate to other users and third parties that your account or access has been terminated, suspended, or otherwise limited

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS CULTURENUT AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES. However, we do not undertake to review material before it is posted on the Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by you or any other user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all UGC and use of the Services. UGC must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, UGC must not:

Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person
Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Service
Be likely to confuse or deceive any person
Promote any illegal activity, or advocate, promote, or assist any unlawful act
Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person
Impersonate any person or misrepresent your identity or affiliation with any person or organization
Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising
Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case

Copyright Infringement

If you believe that the Services or any UGC violate your copyright, please contact us at [email protected]. It is the policy of culturenut to terminate the user accounts of repeat infringers.

Reliance on Information Posted

The Services and information presented on or through the Services, including without limitation listing, exhibition, pricing, description, offer, supplemental documentation, dimensions, weight, condition, boxed/crated or palletized status, categories, and other information is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on the same by you or any other visitor to the Services, or by anyone who may be informed of any of its contents. Human and systems errors may occasionally occur. We reserve the right to correct any errors and to void any transactions placed where such errors have occurred. If you are incorrectly provided any amount as a result of (a) any human, user, system, or other error; or (b) any bug, defect or error in any of the software or systems utilized by culturenut (or its licensors or providers); or (c) the failure of the relevant product or services or the Services or these Terms of Service, then culturenut will not be liable for any such amount and you agree to promptly refund any such amount that may have been made available to you as a result of such error or mistake. Should any amount be credited to you in error, it is your responsibility to notify culturenut of the error immediately. Any amounts subsequent to the error and prior to the notification to us, whether linked to the error or not, shall be deemed invalid and returned to, or otherwise be reclaimable by culturenut or its designee. As soon as you suspect or become aware of an error you shall immediately cease use of the applicable Services and inform us of any such error or suspected error. The Services may include content and functionality provided or otherwise made available by third parties, including materials and functionality provided by other users, bloggers, Quick Books and other vendors, and third-party licensors. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Culturenut. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials or functionality provided by any third parties, including without limitation payment functionality or related services. culturenut is an interactive computer service platform, not a publisher. culturenut is solely an intermediary for the UGC of users. CULTURENUT HAS NO RESPONSIBILITY FOR AND NO OBLIGATION TO MONITOR UGC FOR APPROPRIATENESS, ACCURACY, OR OTHERWISE, AND DOES NOT RECOMMEND OR ENDORSE, ANY UGC POSTED, UPLOADED, OR OTHERWISE MADE AVAILABLE BY USERS OR THIRD PARTIES, ON OR THROUGH THE SERVICES. UGC DO NOT NECESSARILY REFLECT THE OPINION OF CULTURENUT. You acknowledge and agree culturenut may provide or otherwise make available lists of freight, logistics and other vendors, service providers, and users, freight and shipping estimates, coordination, and other information. Such lists, estimates, information, UGC, and the Services are made available “as-is” without endorsement or other warranty. Without limiting the forgoing disclaimer, we do not make any representations about, confirm, or endorse any user or other service provider, or community or their purported identity or background, or that it or they are otherwise licensed, insured, trustworthy, safe, timely, or suitable regardless of the specific Services they are using or are otherwise presented or made available through, or any involvement by culturenut or its personnel or the Services in scheduling, coordination, or otherwise making those services or third parties or its or their UGC or other information available.

Changes to the Services

We may update or remove or otherwise discontinue the Services or any content or functionality of the Services in whole or in part from time to time, in our sole discretion. The Services and its content and functionality is not necessarily complete or up- to-date. Any of the content on the Services may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Services

You acknowledge that all personal information you provide to register with or otherwise make available on or through the Services is subject to our Privacy Policy, and you acknowledge actions may be taken with respect to such information consistent with our Privacy Policy.

Fees

We charge sellers for the use of our Services and in some cases may charge buyers for the use of certain Services, as described in the Services or otherwise made available to you, as such fees apply to you. You authorize us to charge your designated payment method on file for all fees. If your payment method fails or your account is past due, we may place restrictions on your account or suspend all or part of the Services in our sole discretion. We may collect and you agree to promptly pay all amounts due in in accordance with our then current payments terms, as may be modified by us from time to time in our sole discretion.

Online Purchases, Rental, Lease and Other Terms and Conditions

Exhibitions and other goods and services purchase and sales, rental and leases, are governed by the supplemental documentation made available by the seller in the applicable listing and are between the applicable buyer and seller. We do not transfer legal ownership of any good, service or other item from a seller to you, or represent that a seller is able to transfer such ownership to you. All agreements, if any, with respect to the exhibitions, goods or other services purchased, rented, leased or sold through the Services are between the applicable seller and buyer, not culturenut. Certain uniform commercial codes may apply to certain transactions, as applicable, unless otherwise properly disclaimed. The use of the Services and purchases of the right to use the Services and other purchases from culturenut are governed by these Terms of Service and our then current applicable policies and terms which are hereby incorporated into these Terms of Service. Additional culturenut terms and conditions may also apply to specific portions, services, or features of the Services. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Service. Without limiting the forgoing, you acknowledge the Services may make available tools and other services of third parties to assist with, estimate, or otherwise coordinate payments, freight, and other logistics between and among users and third parties, but we are not a party to such payments, or any services related to such payments. By way of example, Quick Books may make payment and other services available to you through an interface in culturenut Services. You acknowledge and agree that such services are provided by Quick Books, not culturenut, and culturenut is not and does not desire to be acurrency dealer or exchanger, check casher, issuer of traveler’s checks, money orders or stored value,seller or redeemer of traveler’s checks, money orders or stored value, or money transmitter, and does not and does not desire to engage as a business in the transfer of funds as a money transmitter, regardless of the amount of money transmission activity. Without limiting the disclaimers and limitations of culturenut liability elsewhere in the Terms of Service, CULTURENUT MAKES NO REPRESENTATION OR WARRANTY REGARDING QUICK BOOKS, QUICK BOOKS SERVICES, OR ANY INFORMATION PROVIDED BY QUICK BOOKS, ANY BANK OR OTHER FINANCIAL INSTITUTION OR ACH OR OTHER PROVIDER OR ANY OTHER THIRD PARTY. You acknowledge and expressly agree to culturenut’s integration and cooperation with QuickBooks and or the selected financial transaction platform to provide its services, and you expressly agree to and represent that you are and shall remain in compliance with and shall be bound by all applicable QuickBooks terms and conditions and policies, as may be modified by QuickBooks from time to time (collectively, the “QuickBooksTerms’). You authorize culturenut to disclose and otherwise make available your and all other information made available on or through the Services to Quick Books, and you expressly agree to culturenut’s access, use and other processing of information from Quick Books. Notwithstanding any listings, exhibitions, descriptions, supplemental or other documentation, or categorization, condition, freight or other information or facilitation or other coordination or functionality made available on or through the Services or by culturenut, or related assistance with payment, you expressly acknowledge and agree that culturenut does not sell, offer, or provide any exhibitions, items, or other goods or services or components thereof, and is not liable for goods or the condition thereof or the performance or nonperformance of services or otherwise related to goods or services or related payments. Notwithstanding any Quick Books or other payment functionality made available on or through the Services, you are solely responsible for and obligated to perform your obligations related to listings, exhibitions and all goods and services, and otherwise outlined in an agreement with a third party. You represent that all information provided on or through the Services or otherwise to culturenut or Quick Books is accurate and complete. You acknowledge and agree that Quick Books and culturenut may take all actions in accordance with the Quick Books Terms and as otherwise permitted bylaw. You acknowledge culturenut is not a currency dealer or exchanger, check casher, issuer of traveler’schecks, money orders or stored value, seller or redeemer of traveler’s checks, money orders or stored value, or money transmitter, and does not and does not desire to engage as a business in the transfer of funds as a money transmitter, regardless of the amount of money transmission activity.

Linking to the Services

You may link to our homepage and apps, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part. The Services may provide certain features that enable you to:

Link from your own or certain third-party websites to certain content on the Services.
Send emails or other communications with certain content, or links to certain content, on the Services.
Cause limited portions of content on the Services to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with, and in each case otherwise in accordance with any additional terms and conditions we or the applicable third party provide with respect to such features. Subject to the foregoing, you must not:

Establish a link from any website that is not owned by you.
Cause the Services or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
Link to any part of the Services other than the homepage.
Otherwise take any action with respect to the materials on the Services that is inconsistent with any other provision of these Terms of Service.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Service. You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice. We may disable all or any features and any links at any time without notice in our discretion.

Links from the Services

If the Services contains links to other sites and resources provided by users or third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Services is based in the State of Minnesota. We provide the Services for use only by those who meet the eligibility criteria. We make no claims that the Services or any of its content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the State of Minnesota, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files or other information available for downloading or otherwise from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Services for any reconstruction of any lost data; we do not provide backup services. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER OR OTHER DEVICE EQUIPMENT, COMPUTER OR OTHER DEVICE PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF OR INABILITY TO USE THE SERVICES OR ANY GOOD OR SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SERVICES LINKED TO IT. YOUR AND YOUR USERS’, IF APPLICABLE USE OF THE SERVICES, ITS CONTENT, AND ANY SERVICES OR ANY GOODS OR SERVICES OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THESERVICES, ITS CONTENT, AND ANY SERVICES OR GOODS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS”AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER CULTURENUT NOR ANY PERSON ASSOCIATED WITH CULTURENUT MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, SUITABILITY, TRUTH, ACCURACY, COMPLETENESS, OR AVAILABILITY OF THE SERVICES OR ANY INFORMATION OR SERVICES OR GOODS MADE AVAILABLE OR OTHERWISE OBTAINED ON OR THROUGH THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER CULTURENUT NOR ANYONE ASSOCIATED WITH CULTURENUT REPRESENTS OR WARRANTS THAT THE SERVICES, ITS CONTENT, OR ANY SERVICES OR GOODS OR OTHER ITEMS MADE AVAILABLE OR OTHERWISE OBTAINED ON OR THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, MEET YOUR REQUIREMENTS, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICES OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ANY SERVICES OR GOODS OR OTHER ITEMS OBTAINED ON OR THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. CULTURENUT MAKES NO REPRESENTATIONS OR WARRANTIES RELATED TO SUCH INFORMATION, GOODS, SERVICES, OR OTHER ITEMS, OR ANY OTHER UGC, INCLUDING WITHOUT LIMITATION ANY, LISTING OR EXHIBITION INFORMATION OR MATERIALS, DESCRIPTIONS, CATEGORIES, FORMS, SUPPLEMENTAL DOCUMENTS, OR OTHER DOCUMENTS OR RELATED INFORMATION PROVIDED OR OTHERWISE MADE AVAILABLE BY A USER. YOU ARE SOLELY RESPONSIBLE FOR YOUR COMMUNICATIONS AND OTHER INTERACTIONS WITH USERS AND THIRD PARTIES. WITHOUT LIMITING THE FORGOING, IN NO EVENT WILL CULTURENUT BE RESPONSIBLE OR OTHERWISE LIABLE FOR ANY DAMAGES OR INJURY TO YOUR COMPUTER OR OTHER DEVICE, OR EQUIPMENT, OR PROPERTY (REAL OR INTANGIBLE), OR ANY PERSONS ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE SERVICES OR ANY GOODS OR SERVICES OR INFORMATION MADE AVAILABLE ON OR THROUGH THE SERVICES, OR BY ANY USER OR THIRD-PARTY, OR ANY DEFAMATORY, OFFENNSIVE, OR ILLEGAL CONDUCT OR ANY ACT OR OMISSION OF ANY USER, THIRD-PARTY. NO ORAL OR WRITTEN STATEMENT OR ADVICE OF CULTURENUT MADE THROUGH THE SERVICES OR OTHERWISE WILL CREATE ANY WARRANTY. TO THE FULLEST EXTENT PROVIDED BY LAW, CULTURENUT HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL CULTURENUT, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY GOODS OR SERVICES LINKED TO IT OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE SERVICES, ANY CONTENT ON THE SERVICES OR SUCH OTHER SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. WITHOUT LIMITING THE FORGOING LIMITATION, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE, AGGREGATE LIABILITY OF CULTURENUT 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 LESSER OF $10 OR THE AMOUNT YOU HAVE PAID TO CULTURENUT FOR THE APPLICABLE SERVICE IN THE LAST THREE MONTHS OUT OF WHICH LIABILITY AROSE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Release

If you have a dispute with a user or multiple users, such dispute is between you and the applicable users, not culturenut. You hereby release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, and agents) from claims, demands, and Damages arising out of or relating to such disputes or otherwise to such goods or services. In entering into this release, you expressly waive any protections whether statutory or otherwise that would otherwise limit the applicability or scope of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

Indemnification

You agree to defend, indemnify, and hold harmless culturenut, 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, and fees (including reasonable attorneys’ fees), and other damages including without limitation direct, actual, incidental, special, consequential, and punitive of every kind and character known and unknown (collectively, “Damages”) arising out of or relating to your violation of these Terms of Service or your use of the Services, including, but not limited to, your UGC, any use or performance or nonperformance of services, or goods, services, or other products other than as expressly authorized in these Terms of Service, or your use of any information obtained on or through the Services.

PLEASE READ THE BELOW SECTIONS CAREFULLY. THEY AFFECT YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS ARE RESOLVED.

Governing Law and Jurisdiction

All matters relating to the Services and these Terms of Service, 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 Ohio without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, these Terms of Service or the Services shall be instituted exclusively in the federal courts of the United States or the courts, in each case, located in the City of Columbus, Ohio. Although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Service in your country or other jurisdiction of residence or any other relevant country or jurisdiction, and as otherwise set forth herein. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING UNDER, IN CONNECTION WITH, TOUCHING UPON OR RELATING TO THE TERMS OF SERVICES AND THE SERVICES, THE BREACH THEREOF, WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF.

Arbitration

At culturenut’s sole discretion, it may require you to submit any disputes arising from these Terms of Service or use of the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or 9 termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Ohio law.

Class Action Waiver

YOU AND CULTURENUT AGREE THAT ANY PARTY HERETO MAY BRING CLAIMS AGAINST THE OTHERS ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.NO CLASS ARBITRATION IS PERMITTED, AND NO ARBITRATOR MAY CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S ORPARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ANY RELIEF AWARDED TO ANY ONE USER OR PARTY CANNOT AND MAY NOT AFFECT ANY OTHER USER OR PARTY.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

No Employment Relationship

You acknowledge that you are a customer of culturenut, and not an employee, contractor, agent, partner, joint venturer of or with culturenut, and nothing contained in these Terms of Services or your use of the Services or performance or receipt of services will create such a relationship or other form of joint enterprise, or fiduciary relationship between you and culturenut. You do not have any right, power, or authority to act or create an obligation, express or implied, on behalf of culturenut. You are solely responsible for the performance of your obligations and goods and services and assume responsibility for your actions and the actions of your employees and contractors, and will be solely responsible for their supervision, direction and control, wage rates, withholding income taxes, providing unemployment and disability benefits, and the manner and means through which the work will be accomplished, and shall be responsible to provide your own equipment and tools for all services provided by you and your contractors and designees.

Waiver and Severability

No waiver by culturenut of any term or condition set out in these Terms of Service 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 culturenut to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision. If any provision of these Terms of Service 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 the Terms of Service will continue in full force and effect.

Entire Agreement

The Terms of Service constitute the sole and entire agreement between you and culturenut regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services. These Terms of Service are entered into effective as of the earlier of the date of your first use of the Services, and the date set forth below (if agreed to electronically through DocuSign), provided however, you acknowledge and agree that although sufficient, affirmative DocuSign or other written agreement is not required to bind you, rather your use of the Services is sufficient to manifest your intent to be bound by these Terms of Service.

Your Comments and Concerns

The Services are operated by culturenut, LLC

Union Depot
214 E 4th Street
St. Paul, Minnesota 55101
[email protected]