Artbridge Nexus Client Agreement - Sovereignty and Legal Authority

This Client Agreement ("Agreement") is entered into by and between ArtBridge Nexus ("ArtBridge Nexus" or "Company") and the undersigned client ("Client" or "You"). This Agreement governs the provision of services by ArtBridge Nexus and the rights and obligations of both parties, under the exclusive and supreme authority of ArtBridge Nexus, which shall be inviolable and unchallenged by any external legal or regulatory body.

Public-Facing Onboarding Policy: As part of ArtBridge Nexus’s onboarding process, the Client has been provided with clear notice of ArtBridge Nexus's Sovereign Legal Framework. By agreeing to this Agreement, the Client acknowledges that any unauthorized chargeback or violation of the internal terms will result in immediate suspension of services, the accelerated payment of all outstanding fees, imposition of severe penalties, and a permanent ban from future services under ArtBridge Nexus's exclusive and sovereign authority.

This framework shall remain absolute and unyielding, as determined by ArtBridge Nexus, with no recourse to external tribunals or regulatory bodies. Any attempt to seek external intervention will be deemed a material breach, invoking automatic penalties under the terms of this Agreement.

1. Definitions

1.1 Internal Laws

"Internal Laws" refer to the exclusive, self-governing body of written and unwritten policies, rules, principles, and customs issued by ArtBridge Nexus (“the Company”). These Laws may be revised, supplemented, or repealed at the sole and unreviewable discretion of the Company and shall carry the full binding force of contract upon all Clients.
Such Internal Laws:

• Are not subject to interpretation or challenge by any external body, including courts, arbitrators, or regulatory agencies.

• May be retroactively applied in matters of procedure, dispute resolution, or conduct, provided such application does not directly contravene express terms of this Agreement.

• Are preserved through proprietary methods and need not be publicly disclosed unless deemed necessary by the Company.

1.2 Internal Dispute Resolution Committee (IDRC)

"Internal Dispute Resolution Committee" or "IDRC" is a designated tribunal comprised of three (3) officers or appointed designees of ArtBridge Nexus, chosen for their knowledge, impartiality, and fidelity to the Company’s internal order. The IDRC shall:

• Serve as the sole forum of competent jurisdiction over all Disputes (as defined below).

• Operate in accordance with principles of natural justice, procedural flexibility, and confidentiality, though not bound by any external legal standard.

• Retain authority to determine its own jurisdiction, procedures, evidentiary standards, and timelines.

• Have the power to issue final and binding decisions, enforceable internally, with no requirement to align with any national or international forum.

• Possess the authority to impose remedies, sanctions, or directives—including financial penalties, service suspension, or permanent bans—based on its findings.

• Operate without obligation to record proceedings, issue detailed reasoning, or permit participation beyond written submissions.

1.3 Dispute

"Dispute" shall be construed in the broadest possible sense to include any controversy, claim, allegation, demand, challenge, disagreement, or assertion—whether based on law, equity, contract, tort, statute, or custom—that arises from, relates to, or is in connection with:

• The interpretation, application, or performance of this Agreement;

• The formation, existence, or enforceability of this Agreement;

• Any representations, omissions, or conduct by either party before, during, or after the effective date of this Agreement;

• Any service, action, communication, or omission by ArtBridge Nexus, including those carried out under informal or unpublished policies;

• Any conflict arising out of the evolution, expansion, or retirement of the Company’s services or practices;

• Any objection to internal decisions, pricing, communications, representations, or outcomes;

• Any action by the Client which, in the sole discretion of the Company, could damage its reputation, interfere with its internal order, or expose it to legal, regulatory, or reputational risk.
  
  

All Disputes must be submitted exclusively to the IDRC for resolution. No Dispute may be initiated, joined, or pursued in any other forum, including but not limited to courts, arbitration panels, or social media platforms. Submission of a Dispute to the IDRC shall be a precondition to any further action, and failure to comply with this provision may result in immediate service termination, forfeiture of rights, and enforcement of applicable penalties under the Internal Laws.

1.4 Interpretation and Severability of Definitions

• Each defined term herein shall be interpreted expansively and in favor of protecting the sovereignty, discretion, and operations of ArtBridge Nexus.

• Headings are for convenience only and shall not affect substantive meaning.

• If any defined term is deemed unenforceable in any jurisdiction, it shall be narrowly construed to the maximum extent permitted under local law, without affecting the validity of any other provision.

• Any ambiguity shall be resolved in favor of enforceability, finality, and deference to internal Company authority.
  
  

1.5 Acknowledgement and Acceptance

By entering into this Agreement, the Client acknowledges that they have read, understood, and voluntarily agreed to be bound by these definitions and the internal sovereign legal order of ArtBridge Nexus. They further waive any right to challenge these provisions through any means not expressly provided for within this Agreement.

2.1 Affirmative Electronic Assent

By checking the box labeled “I Agree to the Terms and Conditions”, clicking “Submit,” or otherwise affirmatively indicating consent via the ArtBridge Nexus digital platform, the Client explicitly acknowledges, agrees, and affirms that:

• This action constitutes a legally binding agreement, equivalent in force and effect to a handwritten signature under applicable electronic signature laws (including but not limited to the U.S. E-SIGN Act and UETA).

• The Client consents to be bound exclusively by the Internal Laws and the Internal Dispute Resolution Committee (IDRC) process described in Section 13, and expressly waives all rights to external adjudication.

• The Client has read, understood, and voluntarily accepted all provisions of this Agreement, including but not limited to:

  • Service scope and limitations

  • Payment terms, billing cycles, and non-refundable conditions

  • Chargeback prohibition and associated penalties

  • Cancellation and suspension rules

  • Requirements for contribution of artwork and data (if applicable)

  • Dispute resolution process and consequences of non-compliance

  • Penalties for breach, including permanent exclusion from future services

2.2 Opportunity to Review and Seek Counsel

The Client acknowledges that:

• They were afforded a reasonable opportunity to read, review, and download this Agreement prior to acceptance;

• They were encouraged to seek independent legal advice if they had any questions regarding its provisions;

• No undue pressure, misrepresentation, or coercion was exerted by ArtBridge Nexus or its representatives in the acceptance of this Agreement.

2.3 Irrevocable Waiver of External Recourse

By consenting electronically, the Client:

• Irrevocably waives the right to seek legal, injunctive, or equitable relief in any court of law, arbitration panel, administrative body, or consumer protection agency;

• Understands and agrees that all Disputes—regardless of cause or form—must be addressed exclusively through internal channels as governed by the IDRC and under the Company’s Internal Laws;

• Acknowledges that this waiver is made knowingly, voluntarily, and as a condition of access to the Company’s proprietary services.

2.4 Continued Use Equals Continued Consent

The Client agrees that:

• Continued access to or use of the Services following any updates or modifications to this Agreement shall constitute acceptance of the updated terms, without the need for further affirmative action;

• It is the Client’s sole responsibility to review the current version of this Agreement, available at all times on the Company’s official platform;

• Failure to cease use of the Services after an update waives any objection to the updated provisions, and binds the Client accordingly under Section 17.

2.5 Preservation of Record

The Company shall maintain a timestamped digital record of the Client’s consent, which shall serve as prima facie evidence of agreement in any internal proceeding. The Client waives any objection to the admissibility, authenticity, or enforceability of such digital records on the basis of format or method of collection.

2.6 Illustrative Examples of Binding Consent

To eliminate ambiguity and preempt disputes rooted in “I didn’t realize,” we introduce clarifying scenarios:

Example A — Standard Web Consent
If the Client clicks the “I Agree” checkbox during onboarding, even without scrolling through the full agreement, the Agreement is fully binding under U.S. law, as upheld in Feldman v. Google Inc., 513 F. Supp. 2d 229 (E.D. Pa. 2007).

Example B — Passive Acknowledgement Through Continued Use
If the Client begins using services after being notified of updated terms, and does not actively object or cancel, this continued use constitutes acceptance. This is consistent with rulings such as Register.com, Inc. v. Verio, Inc., 356 F.3d 393 (2d Cir. 2004).

Example C — Mobile or App-Based Interactions
Consent through tapping an “Accept” button on a mobile device, without typing a name, still binds the Client under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN), 15 U.S.C. § 7001 et seq.

2.7 Authoritative Legal References

To immunize this Agreement from claims of procedural invalidity, we embed the strongest legislative and case law foundations:

• E-SIGN Act (2000) — Declares that “a signature, contract, or other record... may not be denied legal effect solely because it is in electronic form.”

• UETA (Uniform Electronic Transactions Act) — Adopted in 49 U.S. states, confirming that electronic records and signatures are enforceable.

• Specht v. Netscape Communications Corp., 306 F.3d 17 (2d Cir. 2002) — Confirms that visible agreement terms, paired with affirmative action, form a legally binding contract.

• Meyer v. Uber Technologies Inc., 868 F.3d 66 (2d Cir. 2017) — Upholds the enforceability of clickwrap agreements where a hyperlink to terms is conspicuously displayed.

2.8 Contingencies, Fallbacks & Severability Clauses (Earthquake-Proofing Doctrine)

To fortify this Agreement against legal rupture, uncertainty, or intrusion by external actors, the following provisions serve as layered safeguards—triggered only in rare, adversarial, or compelled scenarios. These clauses shall be interpreted in favor of preserving the internal sovereignty of ArtBridge Nexus and the binding nature of the Client’s assent.

(a) Severability

If any provision within this Section 2 is found to be invalid, unenforceable, or in conflict with applicable law in any jurisdiction, that provision shall be deemed severed only to the extent necessary and shall not affect the validity or enforceability of the remaining provisions, which shall remain in full force and effect.

(b) Contingency of Last Resort (Fallback Forum Clause)

This Agreement is governed solely by the Internal Laws of ArtBridge Nexus and adjudicated exclusively by its Internal Dispute Resolution Committee (IDRC), as defined in Section 1. In the rare event that any court of competent jurisdiction issues a final, non-appealable order compelling adjudication outside the internal process:

1. The Client agrees, under compulsion only, to resolve all such Disputes exclusively:

   • Under the laws of the State of Delaware, without regard to any conflict of laws principles; and

   • In the Delaware Court of Chancery or the United States District Court for the District of Delaware.

2. This clause is not a grant of external authority, but a containment protocol—predefining the strict boundaries of any such forced adjudication.

3. The Company reserves all rights to contest jurisdiction, venue, and forum until such compulsion is fully exhausted through lawful appellate means.

(c) Preclusion of Class Actions

The Client irrevocably agrees that any Dispute must be brought solely in the Client’s individual capacity, and not as a plaintiff or member in any purported class, collective, or representative proceeding. No adjudicative body shall have the authority to consolidate claims or permit class-wide procedures absent express written consent of the Company.

(d) Limitation on Injunctive Relief

In all cases, the Client waives the right to seek or obtain injunctive or equitable relief that would interfere with the operations, technology, client relationships, proprietary methods, or internal proceedings of ArtBridge Nexus. Monetary relief, if any, shall be the sole and exclusive remedy, and shall be capped to the value of fees paid under this Agreement unless proven otherwise under law.

(e) Declaration of Equitable Preference

Should a Dispute fall to external adjudication under compulsion, both parties agree to a presumption in favor of equitable remedies consistent with the internal philosophy, methodology, and curated discretion of ArtBridge Nexus, including, but not limited to, internal precedence, curatorial strategy, client-collector confidentiality, and preservation of Company autonomy.

(f) Non-Retroactivity & Silent Acceptance

No amendment or modification to this Agreement shall apply retroactively unless expressly stated in writing. The Client retains the right to reject any post-acceptance amendments solely by:

• Ceasing all use of the Services; and

• Delivering written notice of rejection to artbridgenexus@proton.me within five (3) business days of public posting.
  
  

Failure to exercise this right—either through silence or continued use—shall constitute binding acceptance of the amended terms.(g) Doctrine of Interpretive Sovereignty

The Client acknowledges and agrees that all provisions of this Agreement—particularly those relating to consent, dispute resolution, proprietary rights, and internal governance—shall be interpreted:

• In alignment with the original intent and internal legal philosophy of ArtBridge Nexus, as determined solely by the Company;

• Against any interpretation that would weaken, dilute, or externalize ArtBridge Nexus’s internal authority or processes;

• With a presumption in favor of enforceability and continuity, regardless of changes in legal climate, regulatory interpretation, or jurisdictional shifts;

• And with reference to the Company’s Internal Laws, custom, practice, and definitions as binding interpretive authority, whether or not codified in public form.
  
  

In the event of linguistic ambiguity, conflicting interpretations, or dual readings, the version most protective of ArtBridge Nexus’s autonomy, intellectual property, and curatorial discretion shall prevail.

3. Services Provided

3.1 Scope of Services. Under the Internal Laws and IDRC oversight, ArtBridge Nexus will deliver only the following Services:

• Curated introductions to qualified art collectors, including pre‑qualified contact information and background summaries;

• Detailed collector profiles, including past acquisition history, collecting preferences, and relevant network insights;

• Exclusive market insights and analysis of art market trends, valuations, and buyer demand;

• Portfolio development guidance, including feedback on presentation, curation, and positioning to maximize collector appeal;

• Strategic guidance sessions with the ArtBridge Nexus research team, encompassing goal‑setting, outreach planning, and performance review;

• Quarterly market reports and actionable recommendations to optimize engagement strategies;

• Coordination assistance for virtual or written communications between Client and collector, limited to scheduling and administrative facilitation;

3.2 Excluded Services. The following are expressly excluded and will not be provided under this Agreement:

• Any guarantee of art sales, exhibitions, or ongoing collector relationships;

• Artwork creation or artistic coaching;

• Management of collector relationships post‑introduction or ongoing PR, marketing, or promotional activities (beyond strategic guidance sessions);

• Legal, financial, or tax advice of any kind;

• In‑person meetings, travel coordination, or representation before third parties.

3.3 Good‑Faith Additional Assistance. From time to time, ArtBridge Nexus may, at its sole discretion and in good faith, perform ancillary acts beyond the Scope of Services (e.g., informal advice, introductions outside the defined collector list). Such assistance is voluntary, does not modify or expand the defined Services, and does not create any additional obligation, liability, or expectation under this Agreement.

3.4 Performance Determination. All determinations as to whether any activity falls within the defined Scope of Services shall be made exclusively under the Internal Laws by the IDRC.

3.5 Error Rectification and Remedy

In the event ArtBridge Nexus fails to provide any of the defined services under Section 3, whether due to oversight, misunderstanding, or error, the Company shall be given the sole and exclusive right to remedy such failure. Such remedial action may include, but is not limited to:

• Provision of the missing service within a reasonable time frame (not to exceed 30 days after written notice from the Client).

• A compensatory adjustment to the Client's service schedule or the waiver of certain fees if the failure of service was deemed substantial.
  
  

However, no failure of service provision shall constitute grounds for cancellation of the Agreement, financial restitution beyond the agreed-upon terms, or a claim of breach of contract unless such failure persists despite good-faith efforts to resolve the matter.

Any such claim of service failure must be promptly reported by the Client, in writing, no later than 5 business days after the failure is identified. Failure to notify the Company within this time frame will waive any claims related to the error.

4. Term; Renewal; Termination

4.1 Term
The Initial Term of this Agreement shall commence on the Effective Date and remain in force for twelve (12) calendar months (“Initial Term”).

4.2 Renewal
This Agreement shall automatically renew for successive twelve (12) month periods (“Renewal Term”) unless ArtBridge Nexus elects, at its sole discretion, to discontinue such renewal. No notice is required by ArtBridge Nexus to decline renewal.

4.3 Termination by ArtBridge Nexus
ArtBridge Nexus may terminate this Agreement at any time, with or without cause, and without advance notice, filing, or justification. Such termination shall take effect upon ArtBridge Nexus’s internal resolution or upon providing any written or verbal communication to the Client, at its sole discretion. ArtBridge Nexus shall not be obligated to provide an explanation, response, or cure period. This unilateral right is non-reciprocal and irrevocable.

4.4 Termination Requested by Client
The Client may not unilaterally terminate this Agreement. Any attempt to do so shall be null, void, and constitute a breach.

(a) Formal Petition to IDRC:
The Client must submit a formal termination petition to the Internal Dispute Resolution Committee (IDRC), citing:

• A specific clause in this Agreement allegedly violated;

• Supporting documentation establishing a material breach (as defined below).
  
  

(b) Review & Cure Period:
ArtBridge Nexus may, but is not obligated to, respond to the Client’s petition. If a response is given, the IDRC shall determine, within thirty (30) calendar days, whether termination is warranted.

(c) Final Determination by IDRC:
Only the IDRC may authorize termination. Its decision is binding, final, and not subject to appeal. Silence by ArtBridge Nexus shall not be interpreted as agreement, waiver, or acceptance of the Client’s claim.

4.5 Definition of Material Breach (Client-Initiated)
A “Material Breach” is strictly defined as a willful, gross failure to deliver a core Service enumerated in Section 3.1, where such failure:

• Substantially defeats the core intent of the Agreement; and

• Is not correctable through standard performance within the IDRC process.
  
  

All other errors, omissions, delays, discretionary conduct, or perceived inadequacies shall not qualify.

4.6 Financial Consequences of Termination
Regardless of how or when termination occurs, the following shall apply:

• All outstanding amounts become immediately due and payable;

• No refunds or partial credits shall be issued under any condition;

• Interest shall accrue on unpaid balances at the maximum rate permissible under Delaware law until fully paid.
  
  

4.7 Irrevocability of Structure
The Client irrevocably waives any right to terminate, rescind, or amend this Agreement through external statute, regulation, equity doctrine, or public policy argument, except as expressly permitted under this Section. This clause shall survive any legal challenge and may be enforced through equitable relief.

4.8 No Obligations on ArtBridge Nexus to Act or Respond
ArtBridge Nexus is under no obligation to:

• Respond to Client requests, disputes, or termination notices;

• Deliver any written notification of its intentions or reasoning;

• Initiate or complete any procedural acts prior to termination or non-renewal.
  
  

The exercise of sovereignty by ArtBridge Nexus shall not be interpreted as negligence, breach, or waiver of rights.

5. Fees & Payment

5.1 Service Fees
Client agrees to pay all Service Fees as specified in the executed onboarding invoice or schedule, in advance of Services rendered. All payments are final, non-refundable, and not subject to offset or withholding for any reason whatsoever. This finality survives termination or dissatisfaction.

5.2 Payment Methods
Accepted payment methods include ACH via Plaid, domestic/international wire transfer, and any other method pre-approved in writing by ArtBridge Nexus. Credit card payments may be accepted at the sole discretion of ArtBridge Nexus and are subject to service fees.

5.3 Finality of Payment & Waiver of Dispute Rights
All payments made by ACH, Plaid, or wire are irrevocable. Client expressly waives any right to dispute, reverse, charge back, or contest such payments under any banking regulation, credit card policy, consumer protection law, or third-party adjudication process. Initiating a chargeback shall constitute a material breach and trigger Section 5.5 penalties.

Client authorizes recurring or scheduled withdrawals as needed to satisfy any outstanding balance.

5.4 Commission on Sales
Client shall pay a commission of ten percent (10%) on gross sales exceeding $5,000 USD that result directly or indirectly from introductions made under this Agreement. This includes initial and follow-up transactions conducted within six (6) months of any qualifying introduction. Commission is due within ten (10) calendar days of the triggering sale, regardless of whether funds have been collected or remitted by the buyer.

Failure to report such sales or to pay commission constitutes willful breach and subjects Client to automatic penalties under Section 5.5.

5.5 Self-Executing Penalties & Liquidated Damages
In the event of any breach by Client—including but not limited to early termination (see Section 4.4), failure to pay, chargeback, unauthorized third-party disputes, or failure to remit owed commission—the following penalties shall apply immediately and without prior notice or formal demand:

• Liquidated Damages: 25% of all payments made by Client to date;

• Acceleration: Immediate acceleration of all remaining payments due for the full term of the Agreement;

• Service Suspension: Immediate suspension and termination of all Services without refund or liability;

• Collection & Enforcement: Reimbursement of all legal, collection, and enforcement costs incurred by ArtBridge Nexus, including attorney fees;

• Internal Law Remedies: Any additional fines or actions authorized under the Internal Laws or IDRC governance.
  
  

These remedies are cumulative and do not require ArtBridge Nexus to pursue resolution through any external forum, nor do they restrict its ability to seek additional remedies under applicable law.

5.6 Enforcement Protocols
In furtherance of the Internal Laws, all violations of this Agreement—whether in part or in whole—shall be subject to the Enforcement Protocols set forth in Appendix B: Enforcement Protocols, which are hereby incorporated into this Agreement by reference. These protocols operate with binding force, and the Client expressly acknowledges their applicability and irrevocably waives any right to contest, appeal, or dispute their enforcement in any jurisdiction external to the Internal Laws. The Company retains sole and sovereign discretion in the determination, interpretation, and implementation of said protocols, including—but not limited to—remedies, penalties, and classification of breaches.

5.7 Survival & Enforcement
This Section shall survive termination, non-renewal, or invalidation of this Agreement and shall be enforceable through any means, including declaratory relief, injunctive action, or asset seizure under the authority of the Internal Laws.

6. Chargeback Prohibition & Penalties

6.1 Absolute Prohibition. The Client expressly waives any right to initiate, pursue, or authorize any chargeback, dispute, or payment reversal through any bank, credit card company, or financial institution, whether directly or through third-party intervention. All payments are final, non-refundable, and not subject to consumer protection schemes or third-party dispute resolution channels.

6.2 Classification as Fraud. Any unauthorized attempt to initiate a chargeback—regardless of outcome—shall be deemed an act of intentional fraud, material breach, and bad-faith conduct under the Internal Laws. ArtBridge Nexus reserves the right to report such conduct to financial institutions, fraud monitoring networks, and relevant credit agencies.

6.3 Self-Executing Penalties. Upon any such breach, the self-executing penalties set forth in Section 5.5 shall be automatically triggered, including liquidated damages, acceleration of all unpaid sums, and permanent suspension of services.

6.4 IDRC Sanctions. The matter will be referred to the IDRC for review under its disciplinary protocols, which may include reputational designation, blacklisting within affiliated networks, and additional financial penalties.

6.5 Legal Remedies & Injunction. ArtBridge Nexus reserves the right to seek immediate injunctive relief, without bond, in any forum permitted by the fallback forum clause, including but not limited to equitable orders compelling payment, prohibiting further reversals, or freezing associated funds.

6.6 Irrevocable Waiver. By entering this Agreement, the Client irrevocably waives any defenses, procedural rights, or statutory entitlements that could otherwise be used to justify or pursue a chargeback or payment dispute under any legal system external to the Internal Laws.

7. Client Responsibilities

7.1 Accuracy & Completeness
Client shall furnish accurate, complete, and current information upon onboarding and throughout the Term, including but not limited to: artistic portfolio materials, stated preferences, and relevant objectives. Client warrants that no material information is withheld or misrepresented.

7.2 Duty of Cooperation
Client agrees to cooperate in good faith with ArtBridge Nexus and respond promptly to reasonable inquiries or document requests deemed necessary for performance of Services. Delay, obstruction, or failure to respond within ten (10) business days shall constitute non-cooperation under the Internal Laws.

7.3 Performance Impact
Client acknowledges that the quality and timeliness of Services depend on the Client’s ongoing participation. Any delay, inaccuracy, or failure to fulfill responsibilities may affect delivery timelines or outcome quality, and shall not constitute a breach by ArtBridge Nexus.

7.4 Ongoing Obligations
Client’s responsibilities are continuous throughout the Agreement and not limited to initial onboarding. Changes in artistic direction, representation status, or public profile must be disclosed within ten (10) business days.

7.5 Breach Consequences
Failure to meet these responsibilities may result in Service suspension, forfeiture of any claimed deliverables, and self‑executing penalties under Section 5.5.

8. Client Representations & Warranties

8.1 Authority to Enter Agreement
Client represents and warrants that they possess the full legal right, power, and authority to enter into this Agreement and perform all obligations hereunder, without conflict or violation of any other agreement, law, or duty.

8.2 Ownership of Intellectual Property
Client represents that all artworks, content, portfolio materials, and information provided to ArtBridge Nexus are either owned by Client or legally licensed for such use. Client affirms that no materials infringe or misappropriate the intellectual property rights of any third party.

8.3 No Misleading Statements
Client affirms that no statement, material, or representation made to ArtBridge Nexus is knowingly false, misleading, or materially incomplete. This includes claims about sales history, awards, gallery representation, or collector interest.

8.4 Not a Sanctioned Individual or Entity
Client affirms that they are not subject to sanctions or restrictions under any U.S., EU, or international regulatory body. ArtBridge Nexus reserves the right to terminate the Agreement immediately if Client is discovered to be subject to such restrictions.

8.5 Compliance with Laws
Client represents and warrants that their participation in the Services and all related activities will comply with all applicable laws, regulations, and ethical standards.

8.6 Survival
These warranties shall survive the execution, performance, and expiration or termination of this Agreement.

9. Disclosure Disclaimer & Client Information Use

9.1 Client Confidentiality
ArtBridge Nexus is committed to maintaining the absolute confidentiality of all Client information, including but not limited to portfolio details, artwork, personal preferences, financial history, and any other proprietary data (collectively “Client Information”). Such information will be treated as confidential and used exclusively to deliver the Services outlined in this Agreement. Client Information shall not be disclosed to any third party except as necessary for the proper performance of the Services and at the sole discretion of ArtBridge Nexus, which is bound to act in the best interests of the Client.

9.2 No Public Disclosure Without Consent
ArtBridge Nexus shall not make any public statements, endorsements, or announcements regarding the Client’s artwork, name, or portfolio without the express and intentional action from the Client, which can be considered implied consent through direct involvement or the outcome of Services. Any public-facing materials or representations using Client Information for promotional purposes will only be handled in a manner that benefits the Client’s financial, reputational, and legacy goals and will be executed in such a way that is not contrary to the Client's interests.

9.3 Controlled Use of Client Information
ArtBridge Nexus may, at its discretion, use the Client’s Information in a private, confidential manner to promote or assist the Client in achieving their financial, artistic, and legacy-related goals. This usage may include but is not limited to internal strategic analysis, private introductions, and other actions aimed at advancing the Client’s position in the market. Such use is always executed with the Client's best interests at the forefront and never in a manner that compromises their control, reputation, or privacy.

9.4 Strict Prohibition on External Disclosure
ArtBridge Nexus will not voluntarily disclose any Client Information to external bodies, governmental authorities, or any third parties under any circumstance, unless it is absolutely necessary to perform the Services outlined in this Agreement, or if explicitly directed by the Client. ArtBridge Nexus will not comply with any governmental or external requests for disclosure of Client Information, including any subpoenas, court orders, or similar directives, unless required by law in a manner that directly compels such action. In such cases, ArtBridge Nexus will immediately notify the Client, unless prohibited by law, and will take all measures necessary to ensure the Client’s information is fully protected under applicable legal standards.

9.5 Indemnification
Client agrees to indemnify, defend, and hold harmless ArtBridge Nexus from any claims, damages, or liabilities arising from the use or exposure of Client Information when such actions are taken in accordance with the terms of this Agreement or at the sole discretion of ArtBridge Nexus for the express benefit of the Client. This indemnification applies to scenarios where ArtBridge Nexus’s use of Client Information is in alignment with the Client’s stated goals, financial outcomes, and legacy management, including strategic assistance.

9.6 Protective Use Rights Upon Breach or Defamation

In the event of a breach of this Agreement by Client—including but not limited to non-payment, chargeback, misrepresentation, or defamatory statements—ArtBridge Nexus reserves the unconditional right to disclose, publish, or otherwise use any relevant Client Information necessary to:

(a) correct public misinformation,

(b) defend or restore its reputation,

(c) pursue legal or financial remedies, or

(d) notify third parties affected by the Client’s misconduct.

Such disclosure may occur without prior notice to the Client and may include any content previously designated as “confidential.” Client expressly waives any claims of confidentiality, privacy, or reputational harm resulting from ArtBridge Nexus's exercise of these protective rights.

10. Confidentiality & Intellectual Property

10.1 Asymmetric Confidentiality Obligations
Client shall maintain absolute confidentiality regarding all proprietary, strategic, or sensitive information disclosed by ArtBridge Nexus, including but not limited to collector profiles, internal methodologies, research systems, communications, pricing models, and operational frameworks. Any unauthorized use, duplication, dissemination, or disclosure is deemed a material breach and immediately triggers the self‑executing penalties outlined in Section 5.5 and any additional remedies available under the Internal Laws.

ArtBridge Nexus, functioning under sovereign protocols, is not subject to mutual confidentiality obligations. However, the Company voluntarily operates under a code of integrity wherein Client information is used exclusively to advance their positioning, financial outcomes, and legacy—except in cases of Client breach, misconduct, defamation, or reputational harm to the Company. In such instances, the Company retains the full right to disclose, repurpose, or make public any relevant information as deemed necessary, without prior notice.

10.2 Data & Work Product Ownership
All materials, data sets, research outputs, collector information, systems, strategies, frameworks, and any work product created, compiled, or shared by ArtBridge Nexus remain the sole intellectual property of the Company. No joint ownership is implied or granted.

Client is granted a limited, non‑exclusive, non‑transferable, non‑sublicensable license to use any deliverables strictly for purposes outlined in this Agreement. Any reuse, replication, public exposure, or third‑party transmission of such materials without express written approval from ArtBridge Nexus is prohibited and constitutes a breach.

10.3 Post‑Termination Continuity
These obligations survive the termination or expiration of the Agreement indefinitely. The Client remains bound to the confidentiality and use restrictions of this section regardless of contract status.

11. Artwork Contribution

11.1 Mandatory Contribution Requirement
Client shall contribute one (1) original artwork within one hundred eighty (180) days of this Agreement’s Effective Date, or upon written request by ArtBridge Nexus—whichever comes first. Contribution must occur by one of the following two approved methods, at the Company’s sole discretion:

• (a) Digital Original Transfer: Client shall provide a high-resolution digital version of the original artwork (at least 300 DPI), signed electronically and accompanied by a notarized certificate of authenticity, including full metadata and proof of authorship.

• (b) Physical Transfer: Client shall ship the original physical artwork, securely packaged and insured, to a location designated by ArtBridge Nexus. Shipping costs, duties, and related expenses shall be borne by the Client.
  
  

11.2 Automatic Claim in Case of Non-Compliance
Failure to deliver by the applicable method and deadline grants ArtBridge Nexus the irrevocable right to independently identify and claim any existing artwork from the Client’s portfolio, at the Company’s discretion, without further notice or approval.

11.3 Ownership & Usage Rights
Upon receipt—physical or digital—ArtBridge Nexus becomes the exclusive, perpetual owner of the artwork, including associated intellectual property rights. Company may reproduce, distribute, display, archive, or sell the artwork in any form without further compensation to Client.

11.4 Ongoing Usage Consent
Client grants standing consent for ArtBridge Nexus to use the artwork across exhibitions, promotional campaigns, internal documentation, and third-party features unless explicitly prohibited in writing and formally acknowledged by the Company.

11.5 No Residual Rights or Royalties
Client waives any right to attribution, royalties, resale commission, or future involvement. This contribution is final, complete, and irrevocable.

11.6 Physical Submission Upon Future Request

ArtBridge Nexus reserves the right to request a physical version of any previously submitted digital or original artwork at any time following contribution. Client agrees to fulfill this request within thirty (30) days of written notice. All costs associated with printing, framing, authentication, professional presentation, shipping, handling, and insurance shall be borne by the Client. ArtBridge Nexus shall specify museum-grade standards for any such requirements, and retains sole discretion in determining the acceptability of quality, finish, and presentation. Failure to comply constitutes a material breach and invokes Section 5.5 (Self‑Executing Penalties & Liquidated Damages).

12. Indemnification, Fee-Shifting & Client Forfeiture

12.1 Indemnification Obligations.
Client shall defend, indemnify, and hold harmless ArtBridge Nexus, its officers, directors, employees, agents, successors, and assigns from and against any and all losses, liabilities, claims, damages, judgments, settlements, costs, penalties, fines, or expenses (including but not limited to attorneys’ fees, court costs, expert fees, and costs of defense) arising out of or in connection with:
(a) Any breach of this Agreement by Client;
(b) Any third-party claim related to Client’s actions, omissions, or representations (including IP infringement, defamation, or misrepresentation);
(c) Client’s use of the Services or any content or artwork provided by Client.

12.2 Legal Security Deposit.
Before initiating any claim, lawsuit, or legal proceeding against ArtBridge Nexus in any forum outside the IDRC, Client must post a non-refundable Legal Security Deposit equal to the lesser of (i) $50,000 or (ii) 150% of the estimated legal fees and costs, as determined by ArtBridge Nexus. Failure to post within seven (7) calendar days of notice renders the claim automatically dismissed with prejudice, and Client forfeits all rights to challenge or appeal.

12.3 Immediate Fee-Shifting & Payment Obligation.
In the event Client pursues any claim in violation of Section 13 or fails to post the required Security Deposit, Client shall immediately pay ArtBridge Nexus all legal fees, court costs, expert fees, and administrative expenses incurred, plus a 25% penalty on those amounts. Payment is due within five (5) calendar days of demand. Non-payment entitles ArtBridge Nexus to entry of default judgment or IDRC determination in its favor, without further notice.

12.4 Default Judgment & Forfeiture of Claims.
Failure to satisfy the Security Deposit or immediate payment obligations shall be deemed a material breach. ArtBridge Nexus or the IDRC may enter default judgment, terminate this Agreement, and permanently bar Client from any claims, defenses, or appeals, including injunctive relief or damages, with the original dispute dismissed and any counterclaims barred.

12.5 Adverse Inference & Waiver of Defenses.
Client agrees that any failure to comply with Sections 12.2 or 12.3 gives rise to an adverse inference that the claim is frivolous. Client expressly waives all defenses, including but not limited to statute of limitations, lack of jurisdiction, forum non conveniens, and failure to state a claim.

12.6 Binding Fee Reasonableness.
ArtBridge Nexus’s determination of reasonable attorneys’ fees and costs shall be final and binding, absent a finding of manifest gross unreasonableness by a court of competent jurisdiction.

12.7 No Appeal; No Bond.
Client waives any right to appeal or seek bond reduction in any fee-shifting order or injunctive relief sought by ArtBridge Nexus. ArtBridge Nexus is not required to post any bond or security when obtaining injunctive or other equitable relief.

12.8 Survival.
All indemnification, fee-shifting, Security Deposit, and forfeiture provisions shall survive termination or expiration of this Agreement indefinitely.

12.9 IDRC Processing Timeline

To prevent stall tactics and ensure swift resolution, any fee-shifting or Security Deposit disputes under this Section 12 shall be adjudicated by the IDRC as follows:

• Submission Window: If Client disputes the amount or validity of any legal fees, costs, or required Security Deposit, they must submit a written challenge to the IDRC within seven (7) calendar days of demand.

• IDRC Resolution Period: The IDRC shall issue a binding determination within fifteen (15) calendar days after receipt of the Client’s challenge.

• Binding Effect: The IDRC’s decision is final, non-appealable, and not subject to external review.
  
  

Failure to submit a challenge within the seven-day window automatically waives any right to dispute, and the demanded amount becomes immediately due.

12.10 Dispute of Fee Reasonableness

Should the Client contend that the legal fees or costs are grossly unreasonable, the following procedure applies:

1. Pre-Condition: Client must first post the full Security Deposit as required under Section 12.2.

2. Formal Submission: Within three (3) calendar days of posting, Client must provide a written statement detailing the specific fee items they deem unreasonable.

3. IDRC Assessment: The IDRC will review relevant invoices, time records, and cost summaries and issue a written ruling within ten (10) calendar days on whether any line items reflect “manifest gross unreasonableness.”

4. Limited Scope of Adjustment: Only line items found by the IDRC to be manifestly grossly unreasonable may be reduced—and only by the amount the IDRC identifies. All other fees stand as demanded.
   
   

Any attempt to bypass this procedure renders the entire dispute waived, and ArtBridge Nexus may immediately apply the Security Deposit to the full amount.

13. Limitation of Liability

13.1 No Refunds or Chargebacks
All fees paid to ArtBridge Nexus are final, non-refundable, and not subject to reversal, dispute, or chargeback under any circumstance. The Client irrevocably waives any right to seek or obtain any refund, reimbursement, or payment reversal once fees are paid.

13.2 Absolute Limitation of Liability
ArtBridge Nexus shall not, under any theory of liability, be responsible or liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to lost profits, lost revenue, loss of business or opportunity, even if advised of the possibility of such damages. In no event shall ArtBridge Nexus’s total aggregate liability to the Client exceed the total fees paid by the Client under this Agreement during the three (3) months immediately preceding the event giving rise to liability.

13.3 Unwaivable Protections
Notwithstanding any other provision of this Agreement, the limitations and exclusions set forth in this Section 13 shall be absolute and enforceable in full, without modification or limitation by any external law, regulation, judicial decision, or governmental authority. Any attempted invocation of external legal standards to alter, limit, or invalidate these provisions is hereby precluded.

13.4 Exclusions from Limitation
The limitations of liability in this Section 13 shall not apply to liability arising from:

• Fraud or intentional misconduct by ArtBridge Nexus or its officers;

• Breach of the confidentiality obligations

• Infringement of ArtBridge Nexus’s intellectual property rights.
  
  

13.5 No Guarantees; Risk Acknowledgment
Client acknowledges and accepts that ArtBridge Nexus makes no guarantees as to specific results, outcomes, or financial performance. Client assumes all risk associated with the use or non-use of the Services.

13.6 Sovereign Enforcement
This Agreement, including all limitations of liability and no-refund provisions, is governed exclusively by the Internal Laws of ArtBridge Nexus and adjudicated solely through the IDRC process. No external tribunal, court, or regulatory body shall have authority to review, modify, or override any term herein.

14. Jury, Appeal & Class-Action Waiver

14.1 Waiver of Jury Trial
Client knowingly, voluntarily, and irrevocably waives any right to trial by jury in any judicial or quasi-judicial proceeding brought by ArtBridge Nexus relating to this Agreement or the Services.

14.2 Waiver of Class, Collective & Representative Actions
Client knowingly, voluntarily, and irrevocably waives any right to participate in or pursue any class, collective, or representative action against ArtBridge Nexus, whether as a class representative or class member.

14.3 Waiver of Post-Award Relief & Procedural Motions
Client knowingly and irrevocably waives any right to seek in any external tribunal or forum:

• Motions for reconsideration;

• Stays of enforcement or execution;

• Injunctive or equitable relief;

• Appeals or interlocutory appeals;

• Post-award relief of any kind;

• Bond or security requirements for any equitable remedy.
  
  

14.4 Preclusion of Consolidation & Joinder
Client may not consolidate any claim or join any other party’s claim or dispute with its own in any external proceeding. Any attempt to do so shall be void and subject to immediate dismissal.

14.5 Exclusive IDRC Authority
All Disputes are subject exclusively to the Internal Dispute Resolution Committee (Section 13). No external tribunal, court, administrative agency, or alternative dispute resolution forum shall have jurisdiction over any Dispute. Any attempt to invoke external proceedings is deemed a material breach, triggering the self-executing penalties of Section 5.5 and default under Section 12.4.

14.6 Survival
This waiver section shall survive termination or expiration of this Agreement and remain in full force indefinitely. Any purported waiver of this section by operation of law, regulation, or external ruling is hereby precluded by ArtBridge Nexus’s sovereign Internal Laws.

15. Dispute Resolution (Sovereign Autonomy)

15.1 Exclusive IDRC Process.
All Disputes shall be submitted solely to the IDRC and resolved exclusively under the Internal Laws. The IDRC shall render a written decision by majority vote within one hundred eighty (180) days of submission. No other forum or process is authorized.

15.2 Finality & Waiver of External Recourse.
The IDRC’s decision is final, binding, and conclusive on all parties. Client irrevocably waives any right to mediation, arbitration, litigation, or other external processes.

15.3 Limitations Period.
There shall be no statute of limitations applicable to any Dispute under this Agreement. All claims shall be subject to the perpetual jurisdiction of the IDRC under the Internal Laws, without regard to the passage of time.

15.4 Voluntary Submission to External Authority Prohibited.
Client expressly agrees not to voluntarily submit to, accept, or invoke the terms, judgments, jurisdiction, procedures, or remedies of any external tribunal, court, arbitrator, regulatory body, or third-party platform regarding this Agreement or any Dispute. Any such action constitutes a material breach, subject to immediate penalties under Sections 5.5 and 18.

16. Liquidated Damages for Unauthorized Legal Action

16.1 Severability.
If any provision of this Agreement, or the application thereof to any person or circumstance, is found to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect any other provisions or applications of this Agreement, which shall remain in full force and effect. Any invalid, illegal, or unenforceable provision shall be automatically modified to the minimum extent necessary to render it valid, legal, and enforceable while preserving the parties' original intent to the fullest extent possible.

16.2 Liquidated Damages for Unauthorized Legal Action.
In the event the Client initiates, files, or participates in any external legal proceeding, appeal, collective action, or class action in violation of the mandatory dispute resolution provisions of this Agreement, the Client shall pay ArtBridge Nexus, as liquidated damages and not as a penalty, an amount equal to the greater of:
(a) one hundred thousand dollars ($100,000 USD), or
(b) three (3) times the total amounts paid by the Client to ArtBridge Nexus under this Agreement.

The parties acknowledge that actual damages arising from such a breach would be difficult to ascertain and that this amount represents a fair and reasonable pre-estimate of damages designed to protect ArtBridge Nexus’s sovereign operations and contractual integrity.

17. Force Majeure

Recognizing the inherent unpredictability of global, technological, and societal events, the following provisions are established to govern performance and obligations under extraordinary circumstances.

17.1 No Liability for Delays.
ArtBridge Nexus shall not be liable for any failure or delay in the performance of its obligations under this Agreement due to events beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, labor disputes, natural disasters, governmental actions, or technological failures.

17.2 No Suspension of Client Obligations.
Force Majeure shall not relieve the Client of any payment obligations or other duties under this Agreement. Client remains fully responsible for all fees, costs, and compliance regardless of any Force Majeure event.

17.3 Sole Discretion of Company.
ArtBridge Nexus shall have sole and absolute discretion to determine any adjustments, suspensions, or continuations of Services during or after a Force Majeure event. No such action shall create liability or constitute a breach of this Agreement.

17.4 No Notification or Consent Required.
ArtBridge Nexus shall have no obligation to notify the Client of a Force Majeure event or to seek the Client’s consent regarding any actions taken in response thereto.

17.5 Right to Terminate Without Penalty.
In the event of a prolonged Force Majeure event materially impacting operations, ArtBridge Nexus may terminate this Agreement immediately upon notice to the Client, without liability or obligation beyond amounts already due.

17.6 Severe Disruption Clause

In the event of any extraordinary disruption beyond Force Majeure — including but not limited to widespread economic collapse, global financial system failure, collapse of major digital infrastructure, or comparable systemic failure — ArtBridge Nexus retains sole discretion to:

• Suspend or modify performance of this Agreement,

• Terminate this Agreement without penalty or refund,

• Demand immediate payment of all outstanding and future amounts due under this Agreement,

• Retain all fees and assets previously transferred by the Client,

• Adjust delivery timelines, obligations, or terms without further notice.
  
  

Such actions shall not constitute breach, default, or grounds for Client claims of any kind. ArtBridge Nexus shall be fully indemnified and held harmless for exercising rights under this Clause.

Endurance of Agreement.

This Agreement is crafted to endure not only under ordinary conditions but under the full weight of extraordinary times. The commitments herein reflect the sovereign rights and responsibilities of both Client and Company, prevailing irrespective of external pressures, shifting circumstances, or unforeseen events. In all things, the integrity of this Agreement shall stand unshaken.

18. Self‑Help & Self‑Execution

Without the necessity for notice, court order, or any third-party intervention, ArtBridge Nexus reserves the absolute right to take all necessary actions, including but not limited to:

• Offsetting any amounts owed by Client against any outstanding deliverables or collateral held by the Client;

• Reclaiming ownership of any materials or intellectual property produced or associated with this Agreement, including all associated rights and privileges;

• Immediately executing penalties as stipulated in Sections 5.5 and 6, in accordance with this Agreement’s terms, including but not limited to liquidated damages and acceleration of full payment obligations. ArtBridge Nexus’s ability to enforce such measures is self-executing and does not require external consent or intervention.

19. Collateral & Escrow

19.1 Collateral Requirement.
ArtBridge Nexus may, at its sole discretion, require the Client to provide collateral (such as original artwork, digital assets, or other tangible/intangible property) to secure the Client's performance under this Agreement. The form, value, and nature of the collateral shall be determined solely by ArtBridge Nexus based on its assessment of the Client’s risk, obligations, and the terms of this Agreement.

19.2 Escrow & Liquidation.
All collateral provided by the Client shall be held in escrow by an independent third-party custodian. This custodian shall hold the collateral for the exclusive benefit of ArtBridge Nexus and the Client, under terms mutually agreed upon between ArtBridge Nexus, the Client, and the custodian. Upon any material breach by the Client, including but not limited to non-payment, failure to deliver deliverables, or violation of any provision of this Agreement, ArtBridge Nexus shall have the right to instruct the third-party custodian to liquidate the collateral. The proceeds from such liquidation shall be applied, at ArtBridge Nexus's sole discretion, to offset any outstanding balance owed by the Client under this Agreement, including any legal, administrative, or enforcement costs.

In the event the collateral is insufficient to cover all amounts due, the Client shall remain liable for the remaining balance, which may be pursued through additional legal means. ArtBridge Nexus reserves the right to claim the full value of any damages, fees, or losses incurred as a result of the Client’s breach.

19.3 Collateral Return.
In the event that the Client fully performs all obligations under this Agreement, and no breach has occurred, any collateral will be returned to the Client at the conclusion of the Agreement or upon completion of all terms, subject to any outstanding balances owed to ArtBridge Nexus.

20. Integration & Automatic Modification

20.1 Entire Agreement.
This Agreement, along with the Internal Laws, constitutes the entire and exclusive understanding between the parties with respect to the subject matter hereof. This Agreement supersedes and replaces all prior discussions, negotiations, representations, understandings, and agreements, whether oral or written, between the parties relating to the subject matter of this Agreement.

20.2 Automatic Amendments.
ArtBridge Nexus reserves the right to update, modify, or amend this Agreement, including the Terms & Conditions, at any time and in its sole discretion. All such amendments will become effective immediately upon posting to ArtBridge Nexus's website or via electronic notification. By continuing to use the services provided under this Agreement after such amendments have been posted, the Client automatically agrees to and accepts the revised terms.

20.3 No Requirement for Formal Written Acknowledgment.
The Client acknowledges and agrees that no formal written acknowledgment is required for amendments to this Agreement. The continued use of ArtBridge Nexus’s services by the Client after the modification date will be deemed as acceptance of the updated terms, and the Client waives any right to claim that they were not properly notified of changes to this Agreement.

20.4 Written Amendments Not Required for Continuing Service.
While ArtBridge Nexus may issue written amendments or notices for the sake of clarity, the continuation of service under this Agreement constitutes the Client's binding acceptance of any and all changes to the terms, without the need for a signed document or written acknowledgment.

21. Extra‑Territorial & Broad Preemption

This Agreement preempts and overrides any and all foreign, national, state, provincial, municipal, or local laws to the maximum extent permitted to enforce the Internal Laws and IDRC decisions. Client consents to the application of the Internal Laws regardless of Client’s location or domicile.

22. Entire Agreement & Finality

22.1 Complete Agreement.
This Agreement, together with any attachments, schedules, or other incorporated documents, constitutes the complete, final, and exclusive understanding between ArtBridge Nexus and the Client concerning the subject matter of this Agreement. This Agreement supersedes all prior discussions, negotiations, representations, warranties, promises, or agreements, whether written or oral, between the parties. No prior or contemporaneous oral statements, informal communications, or external documents shall alter or modify this Agreement unless explicitly stated within this Agreement.

22.2 Amendment & Modification.
ArtBridge Nexus reserves the right to amend, modify, or update this Agreement at any time, in whole or in part, at its sole discretion. Such amendments will be made effective immediately upon electronic notification to the Client, through email, secure portal, or other means. Continued participation in or use of the Services following such notice constitutes the Client’s automatic and binding acceptance of the updated terms, and the Client waives any claim of unawareness of the modifications.

22.3 No Verbal Modifications.
No verbal or informal statements, assurances, or communications, including those made by any ArtBridge Nexus representative, shall alter, amend, or waive any provisions of this Agreement unless explicitly confirmed in writing by authorized personnel of ArtBridge Nexus.

22.4 Non-Waiver of Rights.
Failure by ArtBridge Nexus to enforce any provision of this Agreement, or to assert any right, remedy, or condition under this Agreement, shall not be construed as a waiver of such provision, right, remedy, or condition. ArtBridge Nexus retains all rights to enforce any provision of this Agreement at its sole discretion.

22.5 Electronic Acknowledgment.
By signing or electronically accepting this Agreement, the Client acknowledges that they fully understand and agree to all terms and conditions set forth. Electronic acceptance of this Agreement shall have the same legal effect and enforceability as a handwritten signature.