END USER LICENSE AGREEMENT

 

This End User License Agreement ("EULA") between you and Arti D2 Ltd. ("Arti", "us", "our", or "we") specifies the terms and conditions governing your use of the software developed by Arti to create real-time augmented reality content ("Software") as well as the application through which the Software can be used ("App", and together with the Software and related services, "Services"). Please read this EULA carefully. In order to use the Software, you will be required to indicate your acceptance to this EULA. Our Privacy Notice, available at https://www.arti.tv/privacy-policy ("Privacy Notice") governs our collection, processing and transfer of any Personal Data (as such term is defined therein).

 

If you do not agree to (or cannot comply with) all of the terms and conditions of this EULA, please do not indicate your assent to this EULA in order to access or otherwise use the Software, App, or Services. "You" means any customer who entered into an agreement with us ("Customer" and "Agreement", respectively) and any of Customer's personnel designated to access the Services.

 

If you are registering on behalf of a Customer that is an entity or company, you represent that you are authorized to enter into, and bind the Customer to this EULA. You are solely responsible for ensuring that this EULA is in compliance with all laws, rules, and regulations applicable to you and the Customer and the right to access the Services is revoked where this EULA or use of the Services is prohibited.

 

This EULA supplements and shall not derogate from any specific provision of the Agreement and the Agreement shall prevail in every instance in which it conflicts with this EULA with respect to Customer only.

 

  1. LICENSE GRANT

 

  1. Subject to your compliance with the terms and conditions of this EULA, Arti hereby grants you, during the Term (as defined below) a non-exclusive, non-sublicensable, non-transferable, revocable and limited right and license to use the Software and App ("License").

 

  1. You are solely responsible for ensuring that your use of the App and/or Software is in compliance with all laws, rules, and regulations applicable to you.

 

  1. Arti may, at its sole discretion and at any time, modify or discontinue providing the License and any Services without notice and shall not be liable to you or any third party for any such modification or discontinuance.

 

  1. The License and your use of and access to the Services is void where prohibited by law. You represent and warrant that (a) you will maintain the accuracy of any registration information; (b) you are 18 years of age or older and have the ability to form a binding contract; (c) your use of the Services does not violate any applicable law, regulation, or obligation you may have to a third party; and (d) you shall comply with applicable laws, regulations, guidelines, and this EULA throughout your use of the Software, App and/or Services.

 

  1. ACCOUNT REGISTRATION

 

  1. In order to use the Services, the Customer will be required to register an account for you and provide us with your name and email address. Arti may refuse to open an account for any individual at its sole discretion.

 

  1. You agree to notify us immediately of any unauthorized use of your account or password. You are fully and solely responsible for the security of your computer system and/or mobile device and all activity on your account, even if such activities were not committed by you. To the fullest extent permitted by applicable law, Arti will not be liable for any losses or damage arising from unauthorized use of your account or password, and you agree to indemnify and hold Arti harmless for any unauthorized, improper or illegal use of your account, unless you have notified us via e-mail at legal@arti.tv that your account has been compromised and have requested that we block access to it, which we will do as soon as reasonably practicable. We do not police for and cannot guarantee that we will learn of or prevent any inappropriate use of the Services.

 

 

 

  1. TERM AND TERMINATION

 

  1. The term of the License shall commence on the date on which you have accepted this EULA and shall continue until terminated in accordance with the terms hereof or until the Agreement is terminated ("Term"). Arti reserves the right to terminate this EULA at any time and cancel or suspend the License at any time, at its sole discretion and remove any Content (as defined below) associated with your account and take any other corrective action it deems appropriate. Grounds for such termination or suspension may include (i) termination, suspension or expiration of the Agreement between us and the Customer for any reason (ii) extended periods of inactivity, (iii) violation of the letter or spirit of this EULA, (iii) fraudulent, harassing or abusive behavior, or (iv) behavior that is illegal or harmful to other users, third parties, or the business interests of Arti. Upon such termination, you shall not have any further access to any Content that may be available through your account and must immediately cease all use of the App and Software and delete and destroy all copies of the Software in your possession. If your account is terminated, you may not rejoin Arti again without express permission.

 

  1. We reserve the right to investigate suspected violations of this EULA or illegal and inappropriate behavior through the Services. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity, behavior, or Content of anyone believed to have violated this EULA or to have engaged in illegal behavior in connection with the Services.

 

  1. You may request termination of your Arti account at any time and for any reason by sending an email to legal@arti.tv Following such request, Arti shall close your account as soon as reasonably practicable. Any suspension or termination of your account shall not affect your obligations under this EULA (including but not limited to ownership, indemnification, any representations and warranties made by you, limitation of liability), which by their sense and context are intended to survive such suspension or termination.

 

  1. CONTENT

 

  1. Certain types of content may be made available through the Services. "Content" as used in this EULA means, collectively, all content on or made available through the Services, including any images, photos, pictures, videos, or AR elements, and any modifications or derivatives of the foregoing. Arti allows you to upload, modify, and create certain content including but not limited to images, pictures and/or AR elements on or through the Services, referred to herein as "User Content".

 

  1. ARTI DOES NOT ENDORSE ANY CONTENT (INCLUDING WITHOUT LIMITATION ANY USER CONTENT) OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED IN ANY CONTENT AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH THE CONTENT AND/OR USER CONTENT. ARTI DISCLAIMS ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF ANY AND ALL USERS (INCLUDING UNAUTHORIZED USERS), WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE SERVICE OR OTHERWISE.

 

  1. USER CONTENT RESTRICTIONS

 

  1. Arti has no obligation to accept, display, or maintain any User Content. Moreover, Arti reserves the right to remove and permanently delete any User Content uploaded by you, without notice and for any reason. You are and shall remain at all times fully and solely responsible for any User Content you upload to the Services. You represent and warrant that any User Content you upload (i) complies with applicable law; (ii) does not infringe or violate any third-party intellectual property rights, privacy or publicity rights, or moral rights; and (iii) that you have all necessary rights and authorities to submit such User Content.

 

  1. Without limiting the foregoing, you agree that you will not transmit, submit or upload any User Content or act in any way that: (1) restricts of inhibits use of the Services; (2) violates the legal rights of others, including defaming, abuse, stalking or threatening users; (3) infringes (or results in the infringement of) the intellectual property rights, moral rights, publicity, privacy, or other rights of any third party; (4) is (or you reasonably believe or should reasonably believe to be) stolen, illegal, counterfeit, fraudulent, pirated, violent or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; (5) does not comply with all applicable laws, rules and regulations; (6) imposes an unreasonably or disproportionately large load on our infrastructure; or (7) posts, stores, transmits, offers, or solicits anything that contains the following, or that you know contains links to the following or to locations that in turn contain links to the following: (a) material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity), (b) material that is racially or ethnically insensitive, material that is defamatory, harassing or threatening, (c) pornography or obscene material, (d) any virus, worm, trojan horse, or other harmful or disruptive component, or (e) anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate or offensive.

 

  1. Arti may, at its sole discretion, choose to monitor User Content for inappropriate or illegal behavior, including through automatic means, provided however, that Arti reserves the right to treat User Content as content stored at the direction of users for which Arti will not exercise editorial control except when violations are directly brought to Arti attention.

 

  1. Content on the Platform comes from a variety of sources. You understand that Arti is not responsible for the accuracy, usefulness, safety, appropriateness of, or infringement of any intellectual property rights of or relating to this Content (including but not limited to the User Content). Although users must agree to this EULA, it is possible that other users (including unauthorized users) may transmit offensive or obscene materials and that you may be involuntarily exposed to such offensive or obscene materials. You hereby waive any legal or equitable rights or remedies you have or may have against us with respect thereto.

 

  1. USE RESTRICTIONS

You may not do or attempt to do or facilitate a third party in doing any of the following: (1) decipher, decompile, disassemble, or reverse-engineer any of the Software and/or code, if and as applicable, used to provide the Software, App, or Services without our prior written authorization, including framing or mirroring any part of the Software, App, or Services; (2) circumvent, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content; (3) use the Software, App, or Services or Content in connection with any commercial endeavors in any manner, except for the purposes specifically set forth in this EULA; (4) use any robot, spider, site search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Software, App, or Services; (5) use or access another user’s account or password without permission; (6) provide, lease, lend, use for timesharing or service bureau purposes or otherwise use or allow others to use the Software for the benefit of third parties; (7) modify, incorporate into or with other software or create a derivative work of any part of the Software; (8) use the Software, App, or Services or content thereon in any manner not permitted by this EULA, including after the termination of this EULA or the Agreement.

 

  1. INTELLECTUAL PROPERTY

 

  1. Arti or its licensors, as the case may be, have all right, title and interest in the Software, App, Services, and any Content, including overall appearance, text, graphics, graphics design, videos, demos, interfaces, and underlying source files, and all worldwide intellectual property rights, the trademarks, service marks, and logos contained therein, whether registered or unregistered. Except as expressly permitted herein, you may not copy, further develop, reproduce, republish, modify, alter download, post, broadcast, transmit or otherwise use the Content of the Software, App, or Service for any purpose. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Services, if any. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in this EULA should be construed as granting you any right to use any trademark, service mark, logo, or trade name of Arti or any third party. If you provide the Arti with any feedback regarding any Content on the Software and/or Services, Arti may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback.

 

  1. You have all right, title and interest in the User Content you submit or create using the Services. By submitting, posting, or creating any User Content, you (i) grant Arti and its successors and assignees a worldwide, non-exclusive, royalty-free, perpetual, sub-licensable and transferable license under any of your intellectual property, moral or privacy rights to use, copy, distribute, transmit, modify, prepare derivative works of, publicly display, alter, decompile, publicly perform such User Content on or through the Services.

 

  1. COPYRIGHT

 

  1. The policy of Arti is not to infringe upon or violate the intellectual property rights or other rights of any third party, and Arti will refuse to use and remove any User Content in connection with the Services that infringes the rights of any third party. Under the Digital Millennium Copyright Act of 1998 (the "DMCA"), Arti will remove any Content (including without limitation any User Content) if properly notified of that such material infringes third party rights, and may do so at its sole discretion, without prior notice to users at any time. The policy of Arti is to terminate the accounts of repeat infringers in appropriate circumstances.

 

  1. You are in the best position to judge whether User Content is in violation of intellectual property or personal rights of any third-party. You accept full responsibility for avoiding infringement of the intellectual property or personal rights of others in connection with User Content.

 

  1. If you believe that something appearing on the Services infringes your copyright, you may send us a notice requesting that it be removed, or access to it blocked. If you believe that such a notice has been wrongly filed against you, the DMCA lets you send us a counter-notice. Notices and counter-notices must meet the DMCA’s requirements. We suggest that you consult your legal advisor before filing a notice or counter-notice. Be aware that there can be substantial penalties for false claims. Send notices and counter-notices to us by contacting us at legal@arti.tv.

 

  1. DISCLAIMERS AND DISCLAIMER OF WARRANTY

 

  1. All information and content posted on the App is for informational purposes only and Company provides no guarantees with respect thereto. Your use of the Software, App, and/or Services is at your sole discretion and risk. The Software, App, Services, and Content are provided on an AS IS and AS AVAILABLE basis without warranties of any kind. We do not represent or warrant that Services will be of good quality or useful for your needs.

 

  1. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SOFTWARE, APP AND/OR SERVICES OR ANY CONTENT THEREON, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE. WE DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE APP AND/OR SERVICES; OR (II) THAT THE APP OR SERVICES WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; OR (III) REGARDING THE PERFORMANCE OF OR ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED ON THE APP AND/OR SERVICES.

 

  1. No advice or information, whether oral or written, obtained by you from us, shall create any warranty not expressly stated in this EULA. If you choose to rely on such information, you do so solely at your own risk. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.

 

  1. You acknowledge and agree that Arti is not a data retention service. You therefore must create backups of your data, and Arti shall have no responsibility or liability in respect of any loss of, damage to, or corruption of any such data.

 

  1. LIMITATION OF LIABILITY

 

  1. In addition to the foregoing, we assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any Content or Services. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems or equipment, servers or providers, software, failure due to technical problems or traffic congestion on the Internet or on the Services. Under no circumstances shall we be responsible for any loss or damage, including personal injury or death and any injury or damage to any person's mobile device or computer, resulting from use of the Software, Services, from any Content, or from the conduct of any users of the Services, whether online or offline. In addition, we assume no responsibility for any incorrect data, including Personal Data provided by you or on your behalf and you hereby represent and warrant that you are solely responsible for any and all data provided to Arti, including any incorrect data and you shall assume any and all liability for any consequences of provision of such incorrect data to us.

 

  1. IN NO EVENT SHALL ARTI, ITS OFFICERS, DIRECTORS, EMPLOYEES, ASSIGNEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SOFTWARE, APP, AND/OR SERVICES, INCLUDING BUT NOT LIMITED TO THE QUALITY, ACCURACY, OR UTILITY OF THE INFORMATION PROVIDED AS PART OF OR THROUGH THE SERVICES, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT ARTI HAS BEEN 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 AND IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU EXCEED THE AMOUNT YOU HAVE PAID US IN THE SIX MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM OR CAUSE OF ACTION AROSE, IF APPLICABLE. IF YOU HAVE NOT MADE ANY PAYMENTS TO ARTI FOR THE USE OF THE SERVICES, THEN ARTI SHALL NOT HAVE ANY LIABILITY TOWARD YOU.

 

  1. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Arti and its employees, directors, officers, subcontractors and agents, against any and all claims, damages, or costs, losses, liabilities or expenses (including reasonable court costs and attorneys’ fees) that arise directly or indirectly from: (a) breach of this EULA by you or anyone using your computer and/or mobile device, password (whether authorized or unauthorized); (b) any claim, loss or damage experienced from your use or attempted use of (or inability to use) Software, App, or Services; (c) your violation of any law or regulation or any of your obligations, representations, or warranties hereunder including but not limited to breach of any privacy and/or data protection laws and regulations to which you are subject; (d) your infringement of any right of any third party; and (e) any other matter for which you are responsible hereunder or under applicable law.

 

  1. MISCELLANEOUS

This EULA shall be governed by the laws of the State of Israel exclusive of its choice of law rules, and without regard to the United Nations Convention on the International Sales of Goods and the competent courts in Tel Aviv-Jaffa shall have exclusive jurisdiction to hear any disputes arising hereunder. In any action to enforce this EULA, the prevailing party will be entitled to costs and attorneys’ fees. Any cause of action against Arti must be brought within one (1) year of the date such cause of action arose. In the event that any provision of this EULA is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of this EULA shall remain in full force and effect. Nothing in this EULA creates any agency, employment, joint venture, or partnership relationship between you and Arti or enables you to act on behalf of Arti. Except as may be expressly stated in this EULA, this EULA constitute the entire agreement between us and you pertaining to the subject matter hereof, and any and all other agreements existing between us relating thereto are hereby canceled. We may assign and/or transfer our rights and obligations hereunder to any third party without prior notice. You shall not assign and/or transfer the License or any of your rights or obligations hereunder, and any assignment in violation of the foregoing shall be void. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If we are required to provide notice to you hereunder, we may provide such notice to the contact details you provided upon registration.

 

Last update: November 2019

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