Below are the Terms and Conditions of Service for Artsystem5 (‘A5’), a software service provided by ARTSYSTEMS, INC. (‘Artsystems’, ‘we’, ‘us’, ‘our’, ‘the Company’). Please read the Terms and Conditions of Service (‘Terms’) carefully. By using the Artsystem5 software service, as well as any and all integrated software and services provided by Artsystems, Inc., such as the Artsystems ProFile mobile application, Artsystems Pro Template and Custom Websites, and the Artsystems CMS (together as ‘Services’), you (‘the User’, ‘the Client’) agree to be bound by these Terms.

1. OWNERSHIP OF APPLICATION

The Company owns title to and all rights of its software and proprietary services, including any and all associated copyrights, trademarks, patents, trade secrets, or other intellectual property. The Company grants Client a limited, non-exclusive, non-transferable and non-sub-licensable right and license to access and utilize the Software Services during the paid subscription term.

2. USER SUBSCRIPTIONS

Artsystem5 subscription quantity is determined by the quantity of individual users who access the client database. The Client is obligated to insure (and may be called upon to attest) that they have sufficient quantity of paid user subscriptions to cover all individual users, regardless if a user utilizes the system often, occasionally, or rarely. Artsystems monitors usage and may, at the Company’s discretion and at any time, disconnect and/or remove any number of users above and beyond the subscribed number, and/or invoice and charge the client for the excess usage, retrospective to the start of the current billing period.

3. FEES AND PAYMENT

Client agrees to pay a monthly or discounted annual subscription fee. Monthly subscription fees are automatically charged to a credit card on file or a replacement credit card in advance of the next three months’ fees and automatically renewed on a quarterly basis, unless cancelled in writing via email at least ten days in advance of renewal date (the day of the month of the initial online account setup), in order not to be charged for the following quarterly period’s service. Annual subscription fee invoices will be emailed at least one month in advance of renewal and are payable by the due date on the invoice via check or e-check from a US bank, or bank wire transfer. Initial subscriptions begin on the date the database site is set up for the Client. Artsystems reserves the right to refuse service if payment is not current (until such payment is made), with no credit to the Client and with no forfeit of amount due. Software and/or support will not be available and the Client will not be able to connect to or otherwise access their data if subscription is unpaid. If Client’s access is disconnected, a re-connection fee may be charged in addition to any past-due subscription fees. An active uninterrupted subscription is required for the Company’s provision of any service, including data extraction, at the time of scheduled execution. All quoted fees are exclusive of all taxes, levies or duties applicable under any applicable law. New York State Sales tax will be collected by the Company and added to invoices and charges for New York and Florida-based clients. Client is responsible for the payment of any taxes, levies, or duties not collected by the Company. Client agrees that the Company may change fees at any time after any such changes are posted on the website.

4. NO REFUNDS

There are no refunds or credits for ‘unused’ time during a billing period or for cancellations made fewer than 21 days before scheduled implementation of a paid order or fewer than 10 days before quarterly or annual renewal of a subscription. There are no refunds for services ordered and commenced. Any refunds provided for valid cancellations are allocated after charges at prevailing hourly rates for any services provided prior to cancellation and relating to the initial order, including consultation, are deducted. Refunds on orders paid via credit card are subject to a 5% cancellation fee.

5. PRIVACY AND CONFIDENTIALITY

See www.support.artsystems.com/privacy

6. SYSTEM REQUIREMENTS

See www.support.artsystems.com/requirements

7. HOSTING AND CONNECTION

The Artsystem5 database, associated files, and application are hosted on a highly secure regionally hosted AWS (Amazon Web Services) server behind a host of cryptographic protocols. 128-bit SSL Browser encryption is enforced using automated HTTPS-only connections. SSL certificate protection using the ACME challenge protocol is used to validate the Web server as a trusted connection. Certificates are renewed every 90 days. Access to the Amazon server is limited to our in-house Artsystems server administrators and only accessible via a Secure Shell (SSH) password-less connection. Internet speed and availability may depend on hardware and connections beyond our control.

8. TECHNICAL SUPPORT

We provide email, web-based, or telephone technical support for our software to the Client at their reasonable request during active support hours posted on our website, with a goal of but not guarantee of a two-business-hour response to inquiries received at the [email protected] email or Support line voicemail. We are not responsible for supporting Clients’ networks or computer hardware or for technical support for software other than that provided by Artsystems.

9. USER LOGIN AND PASSWORD

Client is responsible for maintaining the confidentiality of their login password and user credentials, and is fully responsible for all activities that occur under their passwords or account.

10. TRAINING

One complementary online training session is provided to subscribed users simultaneously upon initial software implementation, or at the Client’s request up to 30 days after implementation. Additional training for subscribed users may be contracted at the standard hourly service rate, charged in advance.

11. BACKUPS

Artsystem5 backups are performed automatically on a daily basis and retained for 30 days. Desktop software Clients are responsible for performing and maintaining their own backups.

12. TERMINATION

Upon written request of termination, you may schedule a data extraction, which includes all documents, images, and table data, for an hourly fee. An active subscription is required for Company to perform this extraction. A robust amount of Works and Contacts data may be exported by Client via tools provided with the application. Company may terminate your access to and use of the Application, with or without notice, for any reason, including failure to pay subscription fees or invoices for other software or services, at any time.

13. LIMITATION OF LIABILITY

Client agrees that use of the Company’s software and services is at their own risk. The Company warrants that its software and services will conform substantially to the listed specifications. The Company’s entire liability and the Client’s sole and exclusive remedy will be, at the Company’s option, partial refund of the subscription fee or repair to the defective software or service.

14. DISCLAIMER OF WARRANTIES

ARTSYSTEMS, INC. AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTIBLITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE SOFTWARE PRODUCT.

IN NO EVENT SHALL ARTSYSTEMS, INC. OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, EVEN IF ARTSYSTEMS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ANY CONTENT, INCLUDING NEWS, QUOTES, DATA AND OTHER INFORMATION, PROVIDED BY ARTSYSTEMS, INC. AND ITS THIRD PARTY CONTENT PROVIDERS IS FOR CLIENT’S PERSONAL INFORMATION ONLY, AND IS NOT INTENDED FOR TRADING PURPOSES. CONTENT PROVIDED BY OR VIA ARTSYSTEMS, INC. PRODUCTS OR SERVICES IS NOT APPROPRIATE FOR THE PURPOSES OF MAKING A DECISION TO CARRY OUT A TRANSACTION OR TRADE.

NEITHER ARTSYSTEMS, INC. NOR ITS THIRD PARTY CONTENT PROVIDERS SHALL BE LIABLE FOR ANY ERRORS, INACCURACIES OR DELAYS IN CONTENT, OR FOR ANY ACTIONS TAKEN IN RELIANCE THEREON. ARTSYSTEMS, INC. EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, AS TO THE ACCURACY OF ANY THE CONTENT PROVIDED, OR AS TO THE FITNESS OF THE INFORMATION FOR ANY PURPOSE. ALTHOUGH ARTSYSTEMS, INC. MAKES REASONABLE EFFORTS TO OBTAIN RELIABLE CONTENT FROM THIRD PARTIES, ARTSYSTEMS, INC. DOES NOT GUARANTEE THE ACCURACY OF OR ENDORSE THE VIEWS OR OPINIONS GIVEN BY ANY THIRD PARTY CONTENT PROVIDER.

ARTSYSTEMS, INC. PRODUCTS OR SERVICES MAY POINT TO INTERNET SITES THAT MAY BE OF INTEREST TO YOU, HOWEVER ARTSYSTEMS, INC. DOES NOT ENDORSE OR TAKE RESPONSIBILITY FOR THE CONTENT ON SUCH OTHER SITES.

15. INDEMNIFICATION

Client agrees to defend, indemnify, and hold harmless the Company and its employees, contractors, providers, agents, and affiliates from and against all liabilities, claims, or other proceedings, including attorneys’ fees, that arise out of or relate to use of the Company’s software or services via Client’s account.

16. GOVERNING LAW

These Terms and Conditions of Service and any dispute that may arise between the Client and the Company shall be governed by and construed in accordance with the laws of the State of New York.

17. SEVERABILITY

If any part of this agreement is unenforceable or invalid, it should be removed from the agreement without affecting the validity of the remaining terms.

18. MODIFICATIONS TO AGREEMENT

The Company reserves the right to add, edit, or remove portions of this agreement at any time. Please check the agreement periodically for changes. The earlier of your use of the Software or 30 days after such changes have been posted constitutes your acceptance of such changes.

19. ENTIRE AGREEMENT

These Terms and Conditions constitute the entire agreement between the Client and the Company and govern the Client’s use of the Company’s applications and services.