Terms of Use

ALMA Terms of Use- last revised [ ] August 2021.

Introduction And Important Information

ALMA Art Limited. (“ALMA,” “we,” “us,” “our”), operates a platform at www.alma.art (the “Platform” or “Services”), through which it provides an e-marketplace and related services to you (“you” or “User”). Your use of the Platform is subject to these terms and conditions (as amended from time to time, the “Terms of Use”). These Terms of Use, together with any documents incorporated by reference, including but not limited to the Privacy Policy, govern your use of and access to the Platform. By accessing or using the Platform, whether as an account holder or visitor, you acknowledge that you have read, accepted and agreed to the Terms of Use, including the Privacy Policy and any other terms, rules or policies incorporated by reference into these Terms of Use.

Please note that the Terms of Use include an arbitration agreement pursuant to which you agree to resolve any dispute with us with respect to the use or access of the Platform by individual binding arbitration. The agreement to arbitrate requires (with limited exceptions) that you submit claims you have against us to binding and final arbitration (and waive any right you may have to bring court proceedings against ALMA) and further requires you to bring any such claimon an individual basis (such that you waive any right to participate in any class or representative action or proceeding against ALMA).

We reserve the rightto change or modify portions of these Terms of Use (or any part of them) at any timeat our sole discretion.You agree and understand that your continued use of the Platform after modification of the Terms of Use comes into effect constitutes your acceptance of and agreement to the new Terms of Use. Changes to the Terms of Use which involve new functionalities for the Platform will be effective immediately and other changes will become effective no earlier than fourteen (14) days after they are posted, as shown by the inclusion at the start of the Terms of Use of the last date the Terms of Use were revised. We recommend that you regularly check the Terms of Use when you access or use the Platform.

The Alma Platform

ALMA is a platform for the listing, sale and purchase (a “Transaction”) of digital art (“Digital Artwork”) and/or ticketsfor social events (“Event Ticket”) represented in each case on a non-fungible Ethereum-based token.

A Transaction on the ALMA Platform involving a Digital Artwork is consummated directly between the creator/owner of the Digital Artwork (“Owner”) and the buyer/collector (“Purchaser”). A Transaction may also include the resale on the Platform of a Digital Artwork by the Owner to a new Purchaser.

A Transaction on the ALMA Platform involving an Event Ticket is consummated directly between the third-party organizer of the event (“Promoter” and together with the Owner, each a “Seller”) and thePurchaser. A Transaction may also include the resale on the Platform of an Event Ticket by the Purchaser to a new Purchaser provided that the resale is approved in advance by the Promoter of the Event Ticket.

The Platform offers an e- marketplace for Digital Art and Event Tickets and the facilitation of Transactions between Sellers and Purchasersand does not involve ALMA (nor any third party appointed by ALMA) taking possession, custody or title to any Digital Art or Event Tickets, which are the subject of a Transactionnor of any cryptocurrency or fiat currency to which a Transaction relates.

ALMA does not make any representation or guarantee that Sellerswill be able to sell the Digital Art or Event Tickets nor the price that may be achievable for any Digital Art and Event Tickets nor the achievement of any other objective as a result of using the Platform or listing any Digital Art or Event Tickets on the Platform.

The Digital Art or Event Tickets listed on ALMA are represented on smart contracts on the Ethereum blockchain that provides an immutable ledger of all transactions that occur on ALMA. You understand that your Ethereum public address will be publicly visible whenever you engage in a Transaction on the Platform.

ALMA reserves the right to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice. ALMA will not have any liability whatsoever to you or to any third party for any modification, suspension, or discontinuance of the Platformor the Services.

Your ALMA Account

While you can visit and browse the Platform, you need to create an account with ALMA to conduct Transactions. When you create an account, we will ask for some information about yourself. We may require you, in our sole discretion, to provide additional information and/or documents. You represent that any information or documents which you provide will be and will remain, true, accurate, current, and complete. If you do not provide complete and accurate information and/or documents we may suspend or terminate your account or refuseor restrict your ability to conduct Transactions.

In order to conduct Transactions as an Owner, Promoter or Purchaser, you must own an electronic wallet which allows you to purchase, store, and engage in transactions using the native Ethereum cryptocurrency, ETH.

You must be of legal ageto register for an account and conduct Transactions. By registering for an account you confirm that you are at least 18 years of age. You are responsible for anything that occurs when anyone is signed in to your account, as well as the security of the account.

ALMA retains complete discretion to decide who may list Digital Art or Event Tickets on the Platformas well as which Digital Art or Event Tickets may be listed on the Platform. The right for an artist/creator or owner of a Digital Artwork to list the Digital Artwork on the Platform is at the invitation of ALMA, provided that any Digital Artwork which is purchased on the Platform may be resold on the Platform.  The right for the Promoter of an Event Ticket to list the Event Ticket on the Platform is at the invitation of ALMA, provided that Event Tickets purchased on the Platform can only resold on the Platformsubject to the prior approval of the Promoter of the Event Ticket.

Your ALMA account is subject to the following rules and conditions:

  • Access: you understand and agree that access to your ALMA account is limited solely to you. You agree that you will not grant access to your ALMA account to any person without our prior written permission. You are responsible for anything that occurs when anyone is signed in to your account, as well as the security of the account.
  • One Account: ALMA will only allow one account per User. You agree not to create a different account if your existing account has been blocked or disabled by ALMA unless you have our prior written approval.
  • Security: you understand and agree that you are solely responsible for maintaining the security of your account and control over any user names, passwords, or any other codes that you use to conduct Transactions. Any unauthorized access to your account by third parties could result in the loss or theft of Digital Art or Event Tickets and/or funds held in your account and any associated accounts, including your linked bank account(s) and credit card(s). You understand and agree that you will not hold us responsible for managing and maintaining the security of your account. You further understand and agree that we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your account. You are responsible for monitoring your account. If you notice any unauthorized or suspicious activity in your account, please notify us immediately.
  • Market manipulation: You will not engage in any conduct to manipulate the price of Digital Art or Event Tickets in any way, including bidding on your own items, preventing bidding, or using ALMA to conceal economic activity.
  • Disruption: You will not engage in any conduct to interfere with or disrupt the Platform or servers or networks connected to the Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Platform. You will not upload or communicate any content which contains any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
  • Offensive content: you will not upload or communicate any content or engage in any conduct which is unlawful, threatening, abusive, harassing, excessively violent, defamatory, pornographic, invasive of another’s privacy, hateful racially, ethnically or in the sole judgment of ALMA, is objectionable or which restricts or inhibits any other person from using or enjoying the Platform, or which may expose ALMA or its users to any harm or liability.
  • Breach of Rights: You will not upload any content or engage in any conduct which infringes any intellectual property, privacy, confidentiality or other proprietary rights of any person;or to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;or which otherwise violates any applicable laws or regulations or to further or promote any criminal activity.
  • Non Authorised Use: You will not use your account or access the Platform to advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized or to further or promote any business competitive with ALMA.
  • Communication: you agree and understand that we will communicate with you via electronic means. To ensure that you receive all of our communications, you agree to keep your email address and telephone number current and notify us if there are any changes. You agree that any notices, agreements, disclosures, or other communications delivered to your email address on record is considered valid.

Payment

In order to make any purchase via the Platform, you agree to supply and maintain valid and up-to-date payment details as part of your account. You represent and warrant that you are authorized to use the payment method you use via the Platform to make any purchase. Acceptable payment methods are cryptocurrency and fiat currency; provided, however, that a ALMA reserves the right to restrict the available payment methods for any Digital Art or Event Tickets at its discretion. You authorize ALMA to charge your selected payment method for the entirety of the purchase price. ALMA reserves the right to suspend or cancel your order for any reason, including in the event that the selected payment method is invalid, cannot be verified, or is otherwise not acceptable in ALMA’s sole and absolute discretion.

Any purchase of Digital Artwork that you might make on or through the Platform is non-refundable and irrevocable.

A purchase of an Event Ticket may be refundable subject to the terms and conditions applicable to such event and available at the Promoter’s website which is linked to the event’s page on the Platform. In the event that a User purchased an Event Ticket with ETH and is eligible for a refund, ALMA will refund the amount of ETH which represents the fiat price of the Event Ticket at the exchange rate applicable at the time of the refund e.g. if the Event Ticket fiat price is €30 then the User shall receive a refund of €30 of ETH at the exchange rate applicable on the date of refund, which may be more or less ETH than what the User paid for the Event Ticket depending upon fluctuations in the exchange rate of ETH to fiat. Therefore any change in the exchange rate of ETH vis a vis fiat between the date of purchase of the Event Ticket and the date of the refund will be for the risk of the User.

Listing &Sale of Digital Artwork

By listing the Digital Artwork for sale on the Platform, the Owner agrees that:

  • it is making an offer to sell the Digital Artwork which offer remains open for acceptance as long as the Digital Artwork remains listed on the Platform;
  • upon acceptance and confirmation of a purchase order from a Purchaser (as evidenced by the display of the purchase confirmation page) the sale of the Digital Artwork is complete and the supply of the Digital Artwork to the Purchaser shall take place immediately.

By listing the Digital Artwork for sale on the Platform, an Owner who is the creator of the Digital Artwork:

  • represents and warrants that it owns all legal right, title, and interest in the Digital Artwork and all intellectual property rights underlying the Digital Artwork listed on the Platform and that the Digital Artwork does not contain any unauthorized content or unauthorized third party rights;
  • undertakes and covenants that the Owner has not, will not, and will not cause any third party to sell, tokenize, or create another cryptographic token for the same Digital Artwork;
  • grants ALMA, its affiliates and successors a non-exclusive, world-wide, assignable, sublicensable, perpetual, and royalty-free license to make copies of, display, perform, reproduce, and distribute the Digital Artwork on any media whether now known or later discovered for the broad purpose of operating, promoting, sharing, developing, marketing, and advertising the Platform, or any other purpose related to ALMA, including without limitation, the express right to: (i) display or perform the Digital Artwork on the Platform, a third party platform, social media posts, blogs, editorials, advertising, market reports, virtual galleries, museums, virtual environments, editorials, or to the public; (ii) create and distribute digital or physical derivative Digital Artwork based on the Digital Artwork; (iii) indexing the Digital Artwork in electronic databases, indexes, catalogues; and (iv) hosting, storing, distributing, and reproducing one or more copies of the Digital Artwork within a distributed file keeping system, node cluster, or other database or causing, directing, or soliciting others to do so; and
  • grants a Purchaser of the Digital Artwork (and where there is a resale of the Digital Artwork any subsequent Purchaser) a non-exclusive, worldwide, royalty free license to display the Digital Artwork privately or publicly including but not limited to on any physical or digital marketplace or gallery or equivalent, for non-commercial purposes (excluding the purpose of resale or promotion of the resale of the Digital Artwork which is permitted). The license is only transferable to a subsequent Purchaser of the Digital Artwork and will be deemed to transfer automatically with any subsequent resale by the Purchaser.  The Owner agrees not to bring any claims against ALMA for any breach of these terms by the Purchaser or any subsequent Purchase of the Digital Artwork including any claim for commercial use of the Digital Artwork in breach of these Terms of Use.

By making an order for a Digital Artwork listed on the Platform the Purchaser agrees that upon acceptance and confirmation of the purchase order from a Purchaser (as evidenced by the display of the purchase confirmation page) the sale of the Digital Artwork is complete and the supply of the Digital Artwork to the Purchaser shall take place immediately and is non-refundable and irrevocable (other than as permitted by applicable law or for breach of the representations set out above).

In completing the sale and purchase of the Digital Artwork, the Purchaser is purchasing a cryptographic token representing the Digital Artwork as a piece of property, from the Owner, but is not acquiring the intellectual property rights with respect to the Digital Artwork which remain the property of Owner (where the Owner is the creator of the Digital Artwork) orthe creator of the Digital Artwork (where the Owner is a reseller of the Digital Artwork) which intellectual property rights expressly include but are not limited to, all creative and moral rights, and the right to reproduce, prepare derivative works of the Digital Artwork, perform or display, promote, market or distribute the Digital Artwork.

The Purchaser shall have the right to sell, transfer, trade, gift the Digital Artwork and to use the Digital Artwork provided such use is not a commercial use of the Digital Artwork(for example commercializing the Digital Artwork to promote any third party product or service or incorporating it within any merchandising).

The Purchaser agrees that it may not, directly or indirectly; modify the Digital Artwork in any way or create any derivative work or tokenise the Digital Artwork or register any trademark or copyright with respect to the Digital Artwork or otherwise take any action inconsistent with the retention of the intellectual property rights in the Digital Artwork by the creator, including the moral rights of the creator to be attributed as the author of the Digital Artwork.

Listing and Sale of Event Tickets.

ALMA enables Promotersto list their events on the Platform and sell Event Tickets to Users. ALMA retains sole and absolute discretion to decide which Promoters may list Event Tickets on the Platform as well as which Event Tickets may be listed on the Platform. ALMA is not the owner, creator or the organizer of the events listed by the Promoters on the Platform but allows Promoters to promote and manage ticketing for their events.

It is the Promoter’s responsibility to ensure that any page which displaysinformation pertaining to an event on the Platform meets all applicable laws, rules and regulations, and that the descriptions provided on the event page are accurate and not misleading.

By buying an Event Ticket on the Platform, the User confirms to have read the terms and conditions applicable to such event and available at the Promoter’s website which is linked to the event’s page on the Platform.

Transaction Fees and Sales Tax

ALMA charges the Seller such listing fee and sales commission (in each case plus VAT) as may be agreed between the Seller and ALMA with respect to the Digital Art or Event Tickets.

The ALMA fees are charged to the Seller upon the completion of the sale of the Digital Art or Event Tickets and the Seller agrees that the fees shall be deducted directly from the sale proceeds payable to the Seller and paid to ALMA Art Ltd.

The Seller is responsible for any value added tax (“VAT”) or goods and services tax (“GST”) or applicable sales taxes (“Sales Tax”) which may be applicable to the Seller with respect to the sale of the Digital Art or Event Tickets via the Platform and the sale price of the Digital Art or Event Tickets listed on the Platform shall be deemed to include any applicable VAT, GST or Sales Tax.

All Transactions on the Platform, including without limitation minting, tokenizing, bidding, listing, offering, purchasing, or confirming, are facilitated by smart contracts existing on the Ethereum network. The Ethereum network requires the payment of a transaction fee (a “Gas fee”) for every transaction that occurs on the Ethereum network, including every transaction which occurs on the Platform. The value of the Gas Fee is not within the control of ALMA and is subject to change which changes can be volatile. You agree that a Transaction on ALMA will not be revocable or invalidated by reason of the amount of, or any change to, any Gas Fee.

 

Intellectual Property

Excluding the Digital Art or Event Tickets or any User published content, ALMA is the owner of all intellectual property rights with respect to the Platform, including, but not limited to, all copyrights, all rights with respect to any concepts, ideas, artwork, animations, sounds, methods of function, coding related to computer, moral and legal rights, documented archives, musical work, audio effects, profiles, Users Accounts and any non-User published content. You agree that you shall not do anything which is inconsistent with the rights of ALMA as owner of these intellectual property rights and in particular you agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Platform. ALMA expressly reserves all its rights in these respects.

ALMA is the owner of all rights, including trademarks and all other intellectual property rights with respect to the “ALMA” tradename or business names as used on the Platform. All other trademarks, product names, and logos on the Platform are the property of their respective owners. No license or right to use any of the trademarks or business names or tradenames displayed on the Platform, is granted or implied in your use of the Platform and such trademarks may not be copied or imitated, or used, in whole or in part, without the permission of the applicable trademark holder. Any goodwill generated from the use of trademarks will inure to our exclusive benefit.

If you believe that third-party material hosted by ALMA infringes your copyright or trademark rights, please file a notice of infringement by contacting: intellectualproperty@alma.art and providing: (i) a description of the rights that you claim have been infringed; (ii) a description of the location on the Platform of the material that you claim is infringing; (iii) your contact details; (iv) a written statement that you have a good faith belief that the use which you claim is infringing is not authorized by the copyright owner, its agent or the law; and such information is, to the best of your knowledge and belief, true and that you are the copyright or trademark owner or authorized to act on the copyright or trademark owner’s behalf.

User Content

ALMA has no liability whatsoever for any content or materials of any third parties (including Users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. ALMA does not pre-screen content, but has the right (but not the obligation) in its sole discretion to refuse or remove any content that is available on the Platform. ALMA has the right to remove any content that violates these Terms of Use or is deemed by Platform, in its sole discretion, to be otherwise objectionable. You are solely responsible for your use of any third party or User content and the purchase of any Digital Art or Event Tickets, including any reliance on the accuracy, completeness, or usefulness of any third party or User content.

You represent and warrant that you own all right, title and interest in and to User content which you publish on the Platform. By uploading content onto the Platform you hereby grant ALMA and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your content in connection with the operation of the Platform or the promotion, advertising or marketing of the Platform in any form, medium or technology now known or later developed.

Cooperation regarding Infringement

Sellers and Users agree to use best endeavours to cooperate with ALMA with respect to any enquiry regarding any infringement of any intellectual property rights and provide any information requested by ALMA.

In the event that any Digital Art or Event Tickets is found to infringe the intellectual property rights of any third party then the Seller (if the Seller is the creator of the Digital Art or Event Tickets) shall refund the Purchaser or any subsequent Purchaser the purchase price and shall upon the first request of ALMA permanently remove the Digital Art or Event Tickets.

Privacy Policy

Our privacy policy is incorporated into these Terms of Use and governs your use of the Platform, our collection of data and information in Users. We encourage you to review our Privacy Policy.

Other Legal Terms

Governing Law

These Terms of Use shall be construed in accordance with and governed by the laws of Malta, without reference to their rules regarding conflicts of law.

Arbitration

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN THE LCIA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR ALMA WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

 

You agree to resolve any disputes between us through binding and final arbitration instead of through court proceedings. You waive your right to any jury trial of any claim. All controversies, claims, counterclaims, or other disputes arising between you and ALMA relating to these Terms of Use, your use or access of the Platform, or any Transaction shall be submitted for binding arbitration under the Rules of the London Court of International Arbitration (the “LCIA Rules”) which are deemed to be incorporated by reference herein. The number of arbitrators shall be one and the seat, or legal place of arbitration, shall be London. The arbitrator’s decision will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities, regulatory authorities, or other governmental agencies.Nothing contained in these Terms of Use shall prevent any party from seeking interim measures of protection in the form of pre-award attachment of assets, or from seeking injunctive relief to enforce in courts of competent jurisdiction rights covered by these Terms of Use.

 

Platform transactions, including but not limited to primary sales, secondary market sales, listings, offers, bids, acceptances, and other operations utilize experimental smart contract and blockchain technology, including non-fungible tokens, cryptocurrencies, consensus algorithms, and decentralized or peer-to-peer networks and systems. Users acknowledge and agree that such technologies are experimental, speculative, and inherently risky and may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the Ethereum blockchain which can adversely affect the smart contracts and may expose you to a risk of total loss, forfeiture of your digital currency or Digital Art or Event Tickets, or lost opportunities to buy or sell Digital Art or Event Tickets.

No Warranties.

 

ALMA HEREBY DISCLAIMS ALL WARRANTIES. ALMA IS MAKING THE PLATFORM AVAILABLE “AS IS” WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE PLATFORM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALMA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE PLATFORM, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. ALMA MAKES NO WARRANTY THAT (I) THE PLATFORM WILL MEET YOUR REQUIREMENTS, (II) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, PLATFORMS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS.

 

Limitation of Liability.

Whether you are a consumer or a business user, we do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

 

If you are a business user:

 

  • We exclude all implied conditions, warranties, representations or other terms that may apply to the Platform or any content on it.

 

  • We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

 

    • use of, or inability to use, the Platform; or
    • use of or reliance on any content displayed on the Platform.

 

  • In particular, we will not be liable for:

 

    • loss of profits, sales, business, or revenue;
    • business interruption;
    • loss of anticipated savings;
    • loss of business opportunity, goodwill or reputation; or
    • any indirect or consequential loss or damage.

 

If you are a consumer user:

 

  • Please note that we only provide the Platform for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

 

  • If defective digital content that we have supplied, damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

 

Indemnity.

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless ALMA and its affiliates and their respective officers, directors, employees, consultants, agents, and representatives from any and all loss, damage (whether direct, indirect, incidental, consequential or otherwise), liability, cost and expense (including, without limitation, reasonable attorneys’ fees and costs) resulting from any demand, suit, claim, proceeding or investigation made by any third party (each a “Claim”) arising out ofor relating to (i) your access to or use or misuse of the Platform or any User content, (ii) your violation of these Terms of Use (including any terms or policies incorporated by reference into these Terms of Use), (iii) your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity, or (iv) your breach of any applicable rules, regulations, directives, laws or the rights of any third party. ALMA will notify you of any such Claim and provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost; provided, however, that the failure or delay by ALMA in providing such notice will not relieve you of your obligations hereunder except to the extent the defence of the Claim is materially prejudiced by such failure. You also agree that ALMA may choose to handle the Claim ourselves, in which case you agree to cooperate with ALMA to the fullest extent.

Termination or Suspension of use Accounts. 

You agree that ALMA, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Platform and remove and discard any content within the Platform, for any reason, including, without limitation, for lack of use or if ALMA believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Use. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Platform, may be referred to appropriate law enforcement authorities. ALMA may also in its sole discretion and at any time discontinue providing the Platform, or any part thereof, with or without notice. You agree that any termination of your access to the Platform under any provision of this Terms of Use may be effected without prior notice, and acknowledge and agree that ALMA may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Platform. Further, you agree that ALMA will not be liable to you or any third party for any termination of your access to the Platform.

Waiver; Severability and Assignment.

Our delay or failure to enforce any provision of these Terms of Use will not constitute a waiver of our right to later enforce that or any other provision of these Terms of Use. No waiver of any breach of any provision of these Terms of Use shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

 

If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms of Use to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect.

 

We may, without your consent or approval, delegate, transfer or assign these Terms of Use or some or all of our rights and obligations hereunder to any of our subsidiaries or affiliates or to any other entity in connection with a corporate transaction or otherwise involving the Platform.

 

 

Entire Agreement

These Terms of Use along with any other terms, rules or policies incorporated herein by reference and made a part hereof constitute the entire agreement between you and ALMA and govern your use of the Platform.

Questions and Contact Us

 

If you have questions or concerns regarding our Terms of Use or the handling of your personal information, please email us at: [insert email address]