Terms of Service and Multi-Platform License Agreement

X.1. Absolute and Irrevocable Waiver of the Right to Sue:

By accessing, browsing, registering, interacting with, or using in any way the websites mcartpartners.com, Curæo (curaeo.art), CipherPass (cipherpass.art), or any other software, infrastructure, service, or product operated by Manhattan Chelsea Art Partners LLC (hereinafter, collectively, "the Company"), the User—acting exclusively in their commercial or professional capacity as a gallery or artist—EXPRESSLY, IRREVOCABLY, AND UNCONDITIONALLY WAIVES the right to initiate, join, or maintain any type of legal action, lawsuit, claim, arbitration, or civil, criminal, commercial, or administrative proceeding against the Company. This waiver protects with equal scope its parent companies, subsidiaries, affiliates, associated brands, products, directors, partners, investors, employees, developers, agents, infrastructure providers, and legal successors.

X.2. Full and Exclusive Assumption of Technological Risks and Cybercrime:

The User expressly acknowledges and accepts that the use of digital platforms entails inherent security risks. The Company's services are provided "As-Is" and "As-Available," without warranties of any kind, express or implied. The User assumes, at their own risk and cost, the entirety of the consequences arising from:

• Cyberattacks, computer intrusions, hacking, malicious code injections, ransomware, or phishing directed at the Company or its cloud infrastructure providers.
• Leaks, data breaches, corporate identity theft, loss, alteration, corruption, or unauthorized access to confidential information, portfolios, credentials, or financial data.
• Programming errors (bugs), zero-day exploits, server failures, temporary or permanent service interruptions, or technical incompatibilities.
• Acts or omissions of essential third-party providers (including, but not limited to, hosting services, databases, and content distribution networks).

X.3. Limitation of Liability Cap:

Under no circumstances, legal or equitable theory (whether based on contractual liability, tort, negligence, or strict liability), shall the Company or its partners be liable to the User or third parties for direct, indirect, incidental, special, punitive, or consequential damages (including, without limitation, loss of profits, loss of data, damage to commercial reputation, or business interruption). In the denied event that a court of competent jurisdiction declares the total disclaimer in Section X.1 unenforceable, the Company's total cumulative liability for any claim arising from this agreement shall be strictly limited to the lesser of the following amounts: (a) the amount of one hundred United States dollars ($100.00 USD), or (b) the total net fees that the User has effectively paid to the Company during the three (3) months immediately preceding the event giving rise to the claim.

X.4. Class Action Waiver:

Any proceeding to resolve or litigate any dispute in any forum shall be conducted exclusively on an individual basis. The User agrees that they WILL NOT SEEK, PARTICIPATE IN, OR HAVE THE RIGHT TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, a private action brought in the public interest, or any other proceeding in which any party acts or proposes to act in a representative capacity on behalf of a group of users. No arbitration or proceeding may be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

X.5. Broad Coverage Indemnification Obligation:

The User agrees to defend, indemnify, and hold completely harmless Manhattan Chelsea Art Partners LLC and its partners from any claim, loss, liability, regulatory penalty, investigation cost, and legal expense (including reasonable attorneys' and computer expert fees) arising from or related to: (i) the improper or unauthorized use of the platforms by the User; (ii) any breach by the User of these Terms and Conditions, privacy policies, or beta testing agreements; and (iii) the infringement by the User of any intellectual property or privacy rights of third parties within the platform ecosystem.

Y.1. Applicable Law:

This agreement, the relationship between the parties, and any dispute or claim arising from or in connection with the software, services, or products shall be governed, adopted, and interpreted exclusively in accordance with the substantive and procedural laws of the State of Wyoming, United States of America, disregarding its principles or rules on conflicts of laws.

Y.2. Mandatory and Binding Arbitration:

Any controversy, dispute, or claim arising from or related to this contract, its interpretation, execution, breach, or validity (including the determination of the scope or applicability of this arbitration agreement), that cannot be resolved by mutual agreement, SHALL BE RESOLVED EXCLUSIVELY THROUGH CONFIDENTIAL, MANDATORY, AND BINDING ARBITRATION.

• The arbitration shall be administered by a recognized arbitration association in the United States, at the Company's sole choice, and shall be conducted before a single arbitrator in accordance with its current commercial rules.
• The mandatory physical venue for the arbitration shall be the city of Cheyenne, State of Wyoming, USA, regardless of the geographic location, country of origin, or domicile of the User.
• The proceeding shall be conducted entirely in the English language. The award issued by the arbitrator shall be final and binding on both parties, and a copy thereof may be submitted for enforcement before any court having jurisdiction over the parties.

Y.3. Reserved Jurisdiction:

In the exclusive event that access to a judicial venue is permitted (for example, to enforce an arbitration award or request urgent injunctive measures), the parties agree to submit to the exclusive jurisdiction of the state and federal courts located in the State of Wyoming, USA, with the User expressly waiving any other venue or jurisdiction that, by reason of their present or future domicile, or the location of their servers, might correspond to them.

Z.1. Severability:

If any provision, article, or section of these Terms and Conditions is declared illegal, void, invalid, or unenforceable by a court or arbitrator of competent jurisdiction, said provision shall be modified and interpreted to best accomplish the objectives of the original provision within the limits of applicable law. The invalidity or unenforceability of a specific clause shall in no way affect the validity, legality, and enforceability of the remaining provisions, which shall remain in full force and effect.

Z.2. Survival:

The obligations and exemptions contained in Sections X (Disclaimer and Indemnification) and Y (Applicable Law and Arbitration) of this agreement shall survive the termination, cancellation, expiration, or suspension of the User's account, the beta testing agreement, or the general provision of services by the Company.