Terms of Service

You should read these Terms carefully as they contain provisions that govern how claims you and we have against each other are resolved (see the "Limitation of Liability" and "Arbitration and Disputes" sections below). They include an Agreement to Arbitrate which will, with limited exception, require you to submit claims you have against us or related third parties to binding and final arbitration, unless you opt out of the Agreement to Arbitrate as provided in such Agreement to Arbitrate. If you do not opt out: (1) you will only be permitted to pursue claims against us and related third parties on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis; and (3) you are waiving your right to pursue disputes or claims and seek relief in a court of law and to have a jury trial.

These Terms of Service (these "Terms") govern your access to and use of services provided by American Dream Network, LLC ("ADN", "American Dream Network", "we", "us", or "our") and our website located at americandreamnetwork.us and related applications (collectively, the "Site"), including any related content, features, services, or tools (collectively, the "Services"). These Terms are a legally binding contract between you ("User", "you", or "your") and ADN and apply to your use of all Services. By creating an account or by using our Site and/or Services in any manner, you agree to these Terms and our Privacy Policy. In addition, when using certain Services you may be subject to additional applicable terms, policies, or guidelines that may be posted on the Services from time to time. All such terms, policies, and guidelines are incorporated by reference into these Terms. If you do not agree, you may not use the Site or Services.

You must be a resident of the United States who is at least 18 years old to use the Site. By using the Site, you represent that you meet these requirements and are legally capable of entering into binding contracts.

ADN operates an online directory and marketplace platform that enables artists ("Artists") to list and sell their original artwork and other permitted products ("Products") to collectors ("Buyers"), and that enables clients to engage American producers for manufacturing services. Unless expressly stated otherwise in a specific listing created by ADN, ADN is not a party to, nor responsible for, any contracts for sale or other agreements between Buyers and Artists or between clients and producers, and ADN does not represent either party in any transaction. All transactions occur directly between the parties. We provide listing, communication, and payment facilitation tools and may act as a limited payment collection agent and/or merchant of record as described below.

For transactions processed through the Services, you authorize ADN to act as Artist's (or producer's) limited payment collection agent for the purpose of accepting, holding, processing, and settling payments from Buyers (or clients) on behalf of Artists (or producers). In certain jurisdictions or transactions, ADN may act as the merchant of record for card network and payment processor purposes. Buyer's obligation to pay an Artist is satisfied upon ADN's receipt of funds from Buyer. ADN will hold funds, deduct applicable fees, and, subject to these Terms, transfer net amounts to the applicable Artist's connected account or designated payout method. ADN may decline, delay, suspend, reverse, or place holds or reserves on any payment or payout for risk, fraud, compliance, legal, or operational reasons in our sole discretion.

You may need to register for an account on our Site to access our Services. You must ensure that all required account information, including your full legal name, address, and email address, is at all times complete and accurate, including by updating such information if it changes. You must maintain the security of your account and notify us if you discover or suspect that someone has accessed your account without your permission. We may at any time enable (or disable) required or optional security measures, including two-factor authentication, that we deem appropriate. By providing us with your phone number and/or email address, you agree that we may, at our election, send you security codes by text message, audio call, email and/or other methods for purposes of verifying your identity. You may not permit others to use your account credentials. If a third party uses your account credentials, you are responsible for the activities of such third party. We may suspend or terminate your account, freeze or delay payouts, and remove content or listings for any reason, including breach of these Terms, failure to provide requested information (including tax or "Know Your Customer" or "KYC" information), failure to verify your identity, or if any information proves inaccurate, not current, or incomplete. We reserve the right to at any time reclaim, reassign, or ban the usage of any username.

By providing your phone number and opting in to SMS notifications through your account settings or during registration, you agree to receive transactional text messages from ADN related to your account activity. These messages may include purchase confirmations, sale alerts, shipping updates, and event reminders. Message and data rates may apply. Message frequency varies based on your account activity. You may opt out of SMS notifications at any time by replying STOP to any message from us, or by updating your notification preferences in your account settings. After opting out, you will receive a single confirmation message and no further SMS messages will be sent. For assistance, reply HELP to any message or contact us at hello@americandreamnetwork.com. SMS notifications are supplementary to email; opting out of SMS means you will only receive notifications via email. We do not sell, share, or rent your phone number or any other personal information to third parties for their own marketing purposes. We are not responsible for delays or failures in SMS delivery due to factors outside our control, including carrier issues or incorrect phone numbers on file.

Subject to your compliance with these Terms, you may access and use the Site and Services for your own lawful purposes related to buying or selling Products or engaging manufacturing services. You may not copy, distribute, or modify the Site or its content except as reasonably necessary for listing Products; reverse-engineer or attempt to extract source code from our Site; or use the Services for fraudulent, misleading, or unlawful activity. You assume certain risks in using the Site and Services. ADN does not provide any warranty for any transaction between Buyers and Artists or between clients and producers; does not have or take title to Products; and does not warrant that a Buyer, Artist, client, or producer will complete a transaction or accept a return. Off-Site communications or transactions are discouraged and done at your own risk. ADN may suspend or terminate your access for any reason, including actual or attempted off-Site solicitation or fee-circumvention methods.

To sell a Product, Artists must publish pictures and information about the Product via a listing on the Site (each, a "Listing"). Listings must be accurate, complete, and lawful in all respects. We reserve the right to remove or freeze one or more Listings at any time, and we may display and advertise Listings in any manner we deem appropriate (including with respect to order of appearance and categorization on the Site). By creating a Listing, you represent and warrant that: (a) the Listing accurately depicts and describes the Product in all respects, including size, medium, whether the item is part of an edition (e.g., prints, multiples), year developed, and related transaction details (including shipping timing and price); (b) the required Certificate of Authenticity provided to Buyers is accurate in all respects; (c) you have all rights necessary to create the Listing and to sell the Product on the Site under the terms you provide; (d) the Product is an original artwork of Artist and does not infringe on any third-party rights; (e) the Product is available for timely shipment; and (f) you will comply with all applicable laws, including any required disclosures (such as country of origin). We may, in our discretion, format, host, syndicate, feature, modify, or remove Listings; no particular placement or visibility is guaranteed.

As an Artist creating a Listing, you represent that you are the original creator (or one of the original creators) and that you hold all rights necessary to sell the applicable Product. When delivering a Product to a Buyer, Artist shall provide to Buyer a completed and signed Certificate of Authenticity ("CoA"). The CoA must identify the Artist, the Product (title, year, medium, dimensions, and any edition or series details), and bear the Artist's signature.

Artists must complete all verification as required by us and/or our payment processor(s), including providing legal name, address, tax forms, identity documents, and any other information we request for any purpose, including compliance, fraud prevention, sanctions screening, and risk management. Failure to do so may result in, among other things, suspension of your account and/or withheld payouts.

Upon sale of a Product on the SHOP, ADN charges a platform commission of 12% of the sale price of the Product before shipping and taxes (the "Standard Commission"), assessed at the time of purchase. ADN's "Founding Artist" program offers a reduced commission of 9% to a limited cohort of early-program Artists; the reduced rate is locked in for the duration of each Founding Artist's participation, subject to these Terms. ADN and/or its payment processor(s) may also charge payment processing fees on the total transaction amount (which may include taxes). Commission and fees are deducted from funds we receive before any payout to Artists. For clarity, we may modify our commission and fees at any time in accordance with the section titled "Changes to These Terms" below, and unless otherwise specified such modified commissions and fees will apply with respect to all Products sold after such change(s) take effect, regardless of whether the Product Listings were posted prior thereto. Founding Artist rates already locked in for participating Artists will not be modified retroactively without notice.

Buyer acknowledges the terms and conditions applicable to Artists hereunder (including those described in the sections titled "Artists — Listings" through "Artist Verification (KYC)" above) and agrees to such terms to the extent they apply to or have any impact on Buyer's rights or obligations hereunder. The sale of any Product conveys to Buyer only the physical work and none of the intellectual property or other rights therein, including copyrights, moral rights, reproduction rights, publication rights, digital rights, merchandising rights, or rights to create derivative works. Unless expressly stated otherwise in the Listing, all such rights are retained by the artist and/or other applicable rights holder, who may continue to reproduce, publish, distribute, or create editioned works, prints, multiples, or other derivative works based on the Product or its underlying composition. Buyer acknowledges that the continued exercise of these rights by the artist or applicable rights holder is customary in the art market and does not diminish or otherwise affect the validity of the sale or the Buyer's title to the physical Product. Buyer acquires no right to control or restrict any such activity.

Artists are solely responsible for (1) packaging the Product in a reasonable manner for shipment, (2) securing a shipping contract that complies with the terms in the Listing or as otherwise agreed with the Buyer, and (3) unless Local Pickup is agreed to by the Buyer, (a) delivering the Product to the applicable carrier for shipping, (b) providing accurate shipment tracking information (if applicable), and (c) complying with applicable shipping laws, rules, and restrictions. Artists must initiate shipment within ten (10) calendar days of sale, unless otherwise agreed with the Buyer. ADN sends reminder notifications to Artists on Day 3, Day 6, and Day 9 after sale (with a final 24-hour warning) prior to refund. If an Artist fails to initiate shipment within ten (10) days, we may cancel the transaction and refund the Buyer in full.

Upon carrier confirmation of delivery to the shipping address provided at purchase, the transaction will be deemed delivered. Buyers will have a 24-hour window after delivery confirmation to report that an item is not as described or is counterfeit. Absent a timely report, funds may be released to the Artist. We, the Artist, or our shipping provider may provide Buyers with the option to purchase shipping or other insurance through a third-party provider. Any claims for loss or damage in transit must be made directly with the carrier or insurer, and ADN is not responsible for any failure or error by Artist (e.g., a failure to purchase insurance on behalf of Buyer, an error in the coverage amount), carrier performance, or insurance claims. When the Artist delivers the Product to the carrier in accordance with the terms described in the Listing or, if applicable, the terms otherwise agreed by the Buyer, the risk of loss passes to the Buyer. To the extent a Product is damaged during shipping and the shipment is insured, Artist agrees to reasonably cooperate with the Buyer to make an insurance claim.

Buyer and Artist may agree to a local pickup or alternate delivery method (e.g., local Artist delivery) of the physical Product (each, a "Local Pickup"). For Local Pickups, we may seek confirmation of delivery from Buyers and/or Artists. WE HAVE NO CONTROL OVER (AND DO NOT IN ANY WAY GUARANTEE) ARTIST AND BUYER SAFETY DURING LOCAL PICKUPS. Because of that, we strongly recommend that all Local Pickups be done in public spaces and that all safety precautions be taken by both Artists and Buyers. Artists are solely responsible for verifying that the person picking up a Product is the Buyer or the Buyer's designee for Local Pickup. We also recommend that Artists obtain receipts confirming the Local Pickup has occurred.

By using the payment features, you agree to all applicable terms and conditions imposed by our then-current payment processor(s) (our "Payment Processor"). You authorize us to share with our Payment Processor(s), and our Payment Processor(s) to share with us, any information and transaction data you provide or that we collect in connection with payment features. We may add or change available Payment Processors, require certain Payment Processors, or require Artists to onboard with our Payment Processor(s) at any time. If you do not agree to the applicable Payment Processor's terms, you may not use payment features or any Service that may result in a payment obligation to you. Our current Payment Processor is Stripe, Inc. and/or its affiliates ("Stripe"), and we currently utilize Stripe Connect's "separate charges & transfers" model. Buyer payments are collected into ADN's Stripe account. ADN may deduct its commission and fees and then transfer the net amount to the Artist's connected account once release conditions are met. ADN will hold funds received from Buyers and will initiate transfers to Artists' connected accounts generally after: (a) carrier delivery confirmation; and (b) lapse of the 24-hour Buyer review window without a timely, substantiated report, in each case subject to our right to extend the holding period in our discretion for risk, fraud, compliance, chargeback exposure, or dispute investigation. We may also delay or withhold payouts where an Artist has not provided required tax or identity documentation, where there are failed or outdated payout details, or where we reasonably suspect policy violations. We may maintain a reserve for an Artist to cover expected chargebacks or other liabilities. ADN may establish holds, reserves, delayed payouts, or other risk controls, and may debit or credit your designated payment methods and accounts to process payments, refunds, fees, chargebacks, adjustments, or other amounts arising from your use of the Services. You remain responsible for any amounts owed due to chargebacks, reversals, or disputes. We are not responsible for delays caused by payment processors, banks, carriers, or third parties. Force majeure or events outside our reasonable control may result in delays.

Where a Buyer initiates a chargeback or dispute, Stripe or the relevant Payment Processor may debit ADN's account. Artists must cooperate with evidence requests. If we determine (in our sole and absolute discretion) that a chargeback results from Artist misconduct, non-delivery to the carrier, or material misdescription, we may refund the Buyer and withhold amounts from the Artist, reverse or claw back payouts, and/or charge the Artist's payment method or connected account. Following a refund, Artist may elect to have Buyer return the Product to Artist by providing Buyer with a fully-paid shipping label for the return of the Product by the same carrier that delivered the Product to Buyer (or a reasonable alternative carrier). Upon receiving such a request, Buyer agrees to (1) package the Product in a reasonable manner for shipment, (2) promptly deliver the Product to the applicable carrier for shipping, and (3) comply with all applicable shipping laws, rules, and restrictions. Within 24 hours of delivery confirmation, a Buyer may report items that are materially not as described. We may, as a discretionary matter to mitigate card chargebacks, assist with limited tools or issue a refund; however, we have no obligation to resolve disputes and may decline to do so. Outside this window, Buyers must resolve issues directly with Artists. Refunds, returns, and cancellations are otherwise between Buyer and Artist. ADN does not issue refunds on behalf of Artists except in our discretion or where required by law or our payment processors. If a transaction is canceled due to Artist's failure to ship, we may refund the Buyer.

Artists are solely responsible for determining, collecting, withholding, reporting, and remitting all taxes, duties, levies, imposts, fees, surcharges, and other governmental assessments associated with their sales via the Services, including without limitation sales, use, value-added, goods and services, excise, import/export, and income taxes. Buyers are responsible for any taxes due on their purchases. Except to the extent ADN is required by law to calculate, collect, or remit taxes, we assume no responsibility to determine whether taxes apply, to calculate taxes, or to collect or remit taxes in connection with any transactions. ADN or its Payment Processor(s) may be required to issue Forms 1099-K or other tax forms and report transaction amounts to tax authorities. You agree to provide all tax-related information reasonably requested by us or Payment Processor(s) (e.g., W-9/W-8). We may withhold payouts or suspend accounts until you provide required tax information. Tax thresholds and reporting requirements are subject to change by law, and we may update our practices accordingly without amending these Terms. You agree to indemnify and hold harmless the ADN Parties (as defined below) from and against any liability, penalties, interest, or costs arising out of or related to taxes for your transactions.

Users may upload or post content to the Site, including images, descriptions, and profile information ("User Content"). You represent and warrant that you own or have all rights necessary for your Listings, images, descriptions, and other User Content, and that such content does not infringe or violate any third-party rights or applicable law. You will promptly comply with our requests in connection with alleged infringement, including removing or modifying listings or content and providing information regarding rights and provenance. You grant ADN and its affiliates, agents, successors, and assigns a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable license to use, reproduce, modify, adapt, publish, translate, distribute, publicly perform, and display your User Content and any name, username, or likeness provided with your User Content in all media formats and channels, and for all purposes, including advertising, without attribution or compensation, and to perform automated scanning to improve search. All content on the Site (excluding User Content) is owned or licensed by ADN and protected by intellectual property laws. You may not use, copy, or distribute such content without our prior written consent.

You will not violate any applicable law, contract, intellectual property, or other rights, or commit a tort; engage in harassment, impersonation, or unauthorized account access; commercially use the Services beyond permitted scope; copy, reproduce, or publicly display the Services except as allowed; modify or make derivative works; interfere with or burden the Services; reverse engineer; scrape or data mine; develop integrations without consent; send spam; bypass robots.txt; or use the Services for any illegal or unauthorized purposes. We may investigate suspected violations and take any actions we deem appropriate, including suspending your account, freezing balances, reversing payouts, or charging amounts you owe.

We may modify, suspend, or stop providing all or portions of our Services at any time, including by terminating these Terms as to you. If we discontinue all or portions of the Services, we will, where reasonably possible, give you advance notice and a chance to access and move your content and data. You may stop using the Services at any time and may cancel your account through your account settings. On termination, you remain responsible for performing obligations for transactions entered into before termination (including payment and shipment) and for liabilities that accrued before or as a result of termination. Provisions that by their nature should survive termination will survive, including licenses of User Content, ownership, disclaimers, indemnities, and limitations of liability.

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ADN DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ADN DOES NOT WARRANT THAT YOU WILL BE ABLE TO SELL OR PURCHASE ANY PRODUCTS THROUGH THE SERVICES; THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR THAT ANY PRODUCTS OR INFORMATION OBTAINED THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS. ADN DOES NOT WARRANT THE QUALITY, AUTHENTICITY, OR DELIVERY OF ANY PRODUCT.

TO THE FULLEST EXTENT PERMITTED BY LAW, ADN AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE SITE OR SERVICES (INCLUDING IN CONNECTION WITH TRANSACTIONS BETWEEN USERS). OUR TOTAL LIABILITY FOR ANY CLAIM SHALL NOT EXCEED THE HIGHER OF (A) $200 AND (B) THE AMOUNT YOU PAID TO US, IF ANY, IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

To the fullest extent permitted by law, you will indemnify, defend, and hold harmless ADN, its corporate affiliates and sublicensees, and their respective officers, directors, agents, attorneys, partners, and employees (the "ADN Parties") from and against any third-party losses, liabilities, claims, demands, damages, expenses, or costs (including attorneys' fees) arising out of or related to: (a) your access to or use of the Services; (b) your User Content or feedback; (c) your violation of these Terms; (d) your violation, misappropriation, or infringement of any rights of another (including IP or privacy rights); (e) your failure to provide accurate information; (f) any Product you list, sell, ship, or represent; or (g) your conduct in connection with the Services. The ADN Parties may control the defense or settlement, at ADN's option.

Except for individual claims that may be brought in small claims court in New York, New York, you and ADN agree that any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Services that is not resolved informally will be resolved exclusively by binding arbitration. Arbitration will be administered by JAMS under its Streamlined Arbitration Rules then in effect, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration will be conducted by a single neutral arbitrator, in New York, New York, or by video, phone, and/or document submission where appropriate as determined by the arbitrator. THIS ARBITRATION AGREEMENT INCLUDES A WAIVER OF THE RIGHT TO A JURY TRIAL AND, TO THE FULLEST EXTENT PERMITTED BY LAW, A WAIVER OF THE RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. UNLESS YOU AND ADN AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. This arbitration agreement will be governed by the Federal Arbitration Act and federal arbitration law. It will remain in effect after the termination of these Terms. If a court of competent jurisdiction finds that any part of this arbitration agreement is unenforceable, the remaining parts will remain in effect, except that if the class action waiver is found unenforceable, the entirety of this arbitration agreement will be null and void. Nothing in this section prevents either party from seeking temporary or preliminary injunctive relief in a court of competent jurisdiction to preserve the status quo or prevent irreparable harm pending arbitration. You may opt out of this arbitration agreement within 30 days of accepting these Terms by sending written notice of your decision to opt out to hello@americandreamnetwork.com. Your opt-out will not affect your other rights or obligations under these Terms. For claims that are not subject to arbitration (including individual small claims actions and requests for temporary or preliminary injunctive relief), you and ADN consent to the exclusive jurisdiction and venue of the state and federal courts located in New York, New York, and agree that these Terms are governed by the laws of the State of New York, without regard to its conflict of laws rules.

We may change or update these Terms from time to time. We will attempt to notify you of material changes in accordance with the notice provisions below. Changes will be effective upon posting unless otherwise specified. Your continued use of the Site or any Services after such a change constitutes your acceptance of the updated Terms.

Notices permitted or required hereunder, including modifications to these Terms, will be in writing and given by ADN (in its sole discretion): (a) via email to the address you provide; or (b) by posting such notice on the Services. For notices by email, the date of receipt is the date of transmission. For notices by post, the date of receipt is the date it is initially posted.

If any provision of these Terms is unlawful, void, or unenforceable, that provision will be deemed severable and will not affect the validity of the remaining provisions. Our failure to exercise or enforce any right or provision will not operate as a waiver. These Terms reflect the entire agreement between the parties and supersede all prior agreements or understandings on the subject. Section titles are for convenience and have no legal effect. References to "including" mean "including without limitation" and references to "current" or "currently" mean "as of the 'Last Updated' date set forth at the top of these Terms". Except as expressly stated, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent; any attempted assignment without consent is void. We may assign or transfer these Terms at our sole discretion and without restriction. Subject to the foregoing, these Terms will bind and benefit the parties and their permitted successors and assigns.

For questions about these Terms, contact us at hello@americandreamnetwork.com.