PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SITE. YOU MAY NOT ACCESS OR USE THE SITE OR SERVICES IF YOU DO NOT AGREE TO THESE TERMS. BY USING THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS, INCLUDING THE TERMS OF THE PRIVACY STATEMENT.
Description of Service
The Service is an Internet-based content creation, storage and transfer service. artworktool is constantly innovating the Service in order to provide its customers with the best possible experience, and artworktool reserves the right to update or to discontinue any aspect of the Service at is discretion and to add or delete features, from time to time.
Modifications to the Terms
Use of the Service shall be subject to the artworktool Privacy Statement which is available at www.artworktool.com/privacy.
Artworktool’s base subscription will be free of charge. However, artworktool may offer additional or upgraded services for a fee. If you subscribe to fee-based services, you will be required to provide artworktool with your credit card information. We will bill your credit card for the fees of the service plan or usage you selected at registration or to a default service plan for subscribers selected by artworktool. All services, including any upgraded or other fee-based services, are subject to these Terms or another agreement specific to those additional services.
Customer Accounts and Responsibilities
To access and utilize the Service you must establish a Customer Account. To establish a Customer Account, you must complete a registration process by providing artworktool with current, complete and accurate information as prompted by the registration form. In registering for the Service, Customer agrees that Customer will submit accurate, current and complete information and promptly update such information as appropriate. Should artworktool suspect that any Customer information is not accurate, current or complete, artworktool reserves the right to suspend or terminate Customer’s usage of the Service. Each Customer must choose a personal, non-transferable password.
You are solely responsible for any and all activities that occur under your Customer Account, including ensuring that you exit or log-off from the Service at the end of each session of use and ensuring that you have all necessary rights in and to the content submitted to the Service under your Customer Account. You shall notify artworktool immediately of any unauthorized use of your Customer Account or any password or any other breach of security that is known or suspected by you. Customer agrees to indemnify and hold artworktool harmless against any claim and/or liability resulting from Customer’s failure to comply with the responsibilities set forth in this Section.
artworktool assesses an unauthorized user fee of $1,000.00 for each unauthorized use of the Site, Services, and data and/or materials contained within or on the Site. You will also be responsible for paying any legal fees incurred by artworktool in seeking such unauthorized user fees. Unauthorized use includes any use by you that violates these Terms.
As a Customer, you may submit Content to the Service, including user comments. You understand that artworktool does not guarantee any confidentiality with respect to any Content you submit.
You shall be solely responsible for your own Content and the consequences of submitting and publishing your Content on the Service. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish Content you submit; and you license to artworktool all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for publication on the Service pursuant to the Terms.
For clarity, you retain all of your ownership rights in your Content. However, by submitting Content to artworktool, you hereby grant artworktool a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Content in connection with the Service and artworktool’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Service a non-exclusive license to access your Content through the Service, and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the Service and under the Terms. The above licenses granted by you in Content you submit to the Service terminate within a commercially reasonable time after you remove or delete your Content from the Service. You understand and agree, however, that artworktool may retain, but not display, distribute, or perform, server copies of your Content that have been removed or deleted. The above licenses granted by you are perpetual and irrevocable, unless otherwise stated herein.
You further agree that Content you submit to the Service will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant artworktool all of the license rights granted herein.
artworktool does not endorse any Content submitted to the Service by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and artworktool expressly disclaims any and all liability in connection with Content. artworktool does not permit copyright infringing activities and infringement of intellectual property rights on the Service, and artworktool will remove all Content if properly notified that such Content infringes on another’s intellectual property rights. artworktool reserves the right to remove Content without prior notice for any reason.
Payment of Fees
artworktool may offer its Service for monthly, quarterly or annual fees (the “Fees”) which you will pay to artworktool by authorized credit card or, if agreed to by artworktool, by check. The Fees applicable for the Service, storage and download usage are available at www.artworktool.com/pricing and as published within the Service. artworktool reserves the right to change the Fees or applicable charges and to institute new charges at any time, upon thirty (30) days prior notice to you (which may be sent by email to the address you have most recently provided to us). Your authorized credit card will automatically be charged Fees on the 1st of the month or the expiration of the initial trial period, if any, whichever is earlier. Thereafter, the Fees will automatically be charged to your authorized credit card, in advance, on or about the 1st of each month. In the event you cancel the Service, artworktool will not refund any Fees already paid by you.
Your Customer Account will be considered delinquent if you or your credit card company fails to pay the amount billed to it and that amount remains unpaid at the beginning of the next accounting cycle. Your Customer Account may be suspended, archived or purged from the Service if your account is delinquent for more than 30 days. artworktool may impose a charge to restore archived data from delinquent accounts.
If you believe artworktool has billed you incorrectly, you must contact artworktool no later than 60 days after the closing date on the first billing statement in which the error or problem appeared in order to receive an adjustment or credit. Inquiries should be directed to artworktool’s Customer Support department firstname.lastname@example.org.
artworktool may choose to bill through an invoice. Full payment for invoices issued in any given month must be received by artworktool thirty (30) days after the mailing date of the invoice, or the Service may be terminated. Unpaid invoices are subject to interest of 1% per month on any outstanding balance or the maximum permitted by law, plus all expenses of collection.
Please remember that artworktool bills you immediately for the extra features and/or usage you order. You may initially be charged a pro-rated charge for the upgrade based on the number of days left until your regular billing date. Subsequently, you may be billed for all subscription charges on the normal billing date for your account. If you choose to cancel the extra features after payment has been made for the month, you will not be reimbursed for the days you did not use the features.
User Conduct and Restrictions
Customer may not modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or otherwise attempt to decipher any code used in connection with the Services and/or any other aspect of the Company’s technology. Customer shall not market, offer to sell, sell and/or otherwise resell the Service to any third party. Customer agrees, on behalf of itself and its Users, not to use the Service (a) in connection with sending unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (b) to harvest, collect, gather or assemble information or data regarding other users, including email addresses, without their consent; (c) to transmit through or post on the Service unlawful, harassing, libelous, abusive, fraudulent, tortious, defamatory, threatening, harmful, invasive of another’s privacy, vulgar, obscene or otherwise objectionable material of any kind or nature or material which is harmful to minors in any way; (d) to transmit through or post on the Service any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright or right of publicity; (e) to transmit any material that contains software viruses or other harmful or deleterious computer code, files or programs such as trojan horses, worms, time bombs, cancelbots or the like; (f) to interfere with or disrupt servers or networks connected to the Service or violate the regulations, policies or procedures of such networks including circumventing, disabling or otherwise interfering with security-related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or Content; (g) to attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service through password mining or any other means; (h) to harass or interfere with another user’s use and enjoyment of the Service; (i) to submit to or store in the Service any Protected Health Information; (j) to make any representations with respect to artworktool or the Terms (including, without limitation, that artworktool is a warrantor or co-seller of any of Customer’s products and/or services); or (k) to use the Service for any of the following commercial uses without prior written approval of artworktool: (i) sale of access to the Service, or (ii) sale of advertising, sponsorships or promotions placed on or within the Service or Content. All judgments concerning the applicability of these restrictions and any responses to violations thereof shall be at the sole and exclusive discretion of artworktool.
If you engage in data mining, or any activity prohibited by this Section, you agree to pay artworktool the greater of (i) $1,000.00 for each violation of this Section and every time this Section is violated; (ii) $25,000.00; and/or (iii) actual damages sustained by artworktool; you also will be required destroy and all information copied or stored. In addition, artworktool reserves the right to pursue other remedies available to it at law or in equity, including seeking injunctive relief.
artworktool has no obligation to monitor the Service or any User’s use thereof or retain the content of any User session. However, artworktool reserves the right at all times to access, acquire, use, delete, monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, and such action is considered to be authorized by you.
artworktool, in its sole discretion, may terminate your password, account or use of the Service and remove and discard any Content within the Service if you fail to comply with this Agreement.
artworktool will terminate a user’s access to the Service if, under appropriate circumstances, the user is determined to be a repeat infringer. artworktool reserves the right to decide whether Content violates the Terms for reasons other than copyright infringement, such as, but not limited to, pornography, obscenity, or excessive file size. artworktool may at any time, without prior notice and in its sole discretion, remove such Content and/or terminate a user’s account for submitting such material in violation of the Terms.
Upon termination of this Agreement, you will immediately discontinue all access and use of the Service.
Except for the rights granted herein, you have no right, title or interest in or to the Service or any intellectual property rights related thereto, including the trademarks, service marks and logos used by artworktool. You agree that artworktool or its licensors retain all proprietary right, title and interest, including intellectual property rights, in and to the Services, including, without limitation, all modifications, enhancements, derivative works, configuration, translations, upgrades and interfaces thereto.
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless artworktool, its parents, its affiliates and their respective officers, directors, employees, attorneys, representatives, licensors, third-party providers and agents from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with your use of the Service (including the Content) or breach of this Agreement.
Ability to Accept Terms and Service
You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in the Terms, and to abide by and comply with the Terms. In any case, you affirm that you are over the age of 13, as the Service is not intended for children under 13. If you are under 13 years of age, then please do not use the Service.
Disclaimer of Warranties
YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, ARTWORKTOOL, ITS PARENTS, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, REPRESENTATIVES, LICENSORS, THIRD-PARTY PROVIDERS AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF. ARTWORKTOOL MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THE SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. ARTWORKTOOL DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND ARTWORKTOOL WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
THE SERVICES ARE PROVIDED BY ARTWORKTOOL ON AN “AS IS” BASIS. ARTWORKTOOL DOES NOT REPRESENT OR WARRANT THAT: (I) THE USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (II) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (III) ERRORS OR DEFECTS WILL BE CORRECTED. ALL OTHER CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ARTWORKTOOL.
Limitation of Liability
IN NO EVENT SHALL ARTWORKTOOL, ITS PARENTS, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, REPRESENTATIVES, LICENSORS, THIRD-PARTY PROVIDERS AND AGENTS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
YOU SPECIFICALLY ACKNOWLEDGE THAT ARTWORKTOOL SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
YOU AND ARTWORKTOOL AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Compliance with Laws
The Service is controlled and offered by artworktool from its facilities in the United States of America. artworktool makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law. Notwithstanding any other provision herein, we shall have the right to terminate any customer account immediately upon the determination by us that Customer is not in compliance with U.S. laws, including U.S. export laws, intellectual property laws, or violates any government privacy and/or data protection laws.
Customer and all Users agree to comply with all applicable local, state, national and foreign laws, rules and regulations in connection with their access and/or use of the Services under this Agreement.
Copyright Complaints and Removal Policy
artworktool reserves the right to delete or disable the accounts of Users who we believe to be infringing the intellectual property rights of others and to remove any such infringing materials. If you believe the Services have been used in a way that constitutes copyright infringement, please send a message to our Copyright Agent, providing all of the following information, as required by the Digital Millennium Copyright Act:
A. A statement that you have identified content on the Service that infringes a copyright you own or the copyright of a third party for whom you are authorized to act;
. A description of the copyrighted work you claim has been infringed;
. A specific description of where the allegedly infringing material is located on the Services, including a URL or exact description of the content’s location;
· your full name, address, telephone number and email address;
· A statement that you have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use);
· A statement that, under penalty of perjury, the information in your notice is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; and
· your electronic or physical signature (e.g., a scanned copy).
Please send your notice by email or regular mail to:
Attn: DMCA Copyright Agent
Lisa A. Lori
1835 Market Street
Philadelphia, PA 19103
artworktool also reserves the right to forward the information in the copyright-infringement notice to the User who allegedly provided the infringing content.
B. If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your Content, you may send a counter-notice containing the following information to the DMCA Copyright Agent:
· Your physical or electronic signature;
· Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;
· A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and
· Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Delaware, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the DMCA Copyright Agent, artworktool may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 15 business days or more after receipt of the counter-notice, at artworktool’s sole discretion.
Third Party Interaction; Links to Third Party Sites
In connection with your use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity and any terms, conditions, warranties or representations associated with such activity, are solely between you and the applicable third party. artworktool shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party.
artworktool does not endorse any sites on the Internet that are linked through the Service. artworktool is providing these links to you only as a matter of convenience, and in no event shall artworktool be responsible for any content, products or other materials on or available from such sites.
Customer and artworktool are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
Customer may not assign its rights or delegate its duties under the Terms either in whole or in part, and any such attempted assignment or delegation shall be void.
Neither party will be responsible for any delay, interruption or other failure to perform under the Terms due to acts beyond its reasonable control, but only for so long as such conditions persist. Force majeure events include, but are not limited to: natural disasters (e.g., lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities and civil commotions; activities of local exchange carriers, telephone carriers, wireless carriers, Internet service providers and other third parties; explosions and fires; embargoes, strikes and labor disputes; governmental decrees; and any other cause beyond the reasonable control of a party.
If at any time continued provision of the Service would compromise the security of the Service due, without limitation, to hacking attempts, denial of service attacks, mail bombs or other malicious activities, Customer agrees artworktool may temporarily suspend the Service.
artworktool may provide Customer with notice via e-mail, regular mail and/or postings on the artworktool website.
The failure of a party or artworktool in any one or more instance(s) to insist upon strict performance of any of the Terms will not be construed as a waiver or relinquishment of the right to assert or rely upon any such term(s) on any future occasion(s).
If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed from the Terms, and the other provisions shall remain in full force and effect. In this case, the parties agree to comply with the remaining terms of the Terms in a manner consistent with the original intent of the Terms.
Captions and headings are used herein for convenience only. Captions and headings are not a part of the Terms and shall not be used in interpreting or construing the Terms.
The English language version of the Terms shall be the controlling version and is incorporated by reference into any translation of the Terms. Any translation or other language version of the Terms shall be provided for informational purposes only.
Pronouns contained in the Terms shall apply equally to the feminine, neuter and masculine genders. The singular shall include the plural, and the plural shall include the singular. The word “including” shall mean “including, without limitation”.
For purposes of this Agreement:
“Agreement” means the Terms as may be amended from time to time and any other documents incorporated by reference.
“Content” means includes the text, software, scripts, graphics, photos, audiovisual combinations, interactive features and other materials that users, including Customer, may view on, access through, or contribute to the Service.
“Customer” means the legal entity or individual that enters into the Terms. Customer is also referred to in this Agreement as “you”.
“Customer Account” means an account for the use of the Service assigned to a Customer.
“Effective Date” means the date of electronic acceptance of this Agreement by Customer.
“Protected Health Information (PHI)” has the definition set forth in the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Parts 160 and 164, Subparts A and E, as amended from time to time.