This statement of terms of use and limited warranty constitutes a legal agreement ("Terms of Use") ("Licence") between you (either as an individual or a single corporate entity) ("Licensee") and Artlook Software Ltd ("Artlook") for the online software product ("Artlook Online 4") ("the Service") and any accompanying modules, including any software, media, and accompanying on-line or printed documentation, any future upgrades ("Upgrades") which may be made available to you during the period of the Licence Agreement, and any customisations ("Customisations") made at your request, either to the core product or as a special edition of the product. This "Licence" defines the rights to use the Software granted to you as Licensee. In this document "Upgrades" means improvements or amendments to the software.
These Terms are binding on any use of the Service and apply to You from the time that Artlook provides You with access to the Service. These Terms are not intended to answer every question or address every issue raised by the use of the Service. Artlook reserves the right to change these terms at any time and will make every effort to communicate these changes to You via email or notification via the Websites. It is likely the terms of use will change over time. It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on the Websites.
By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.
These Terms were last updated on 1st August 2021.
Artlook grants you the right to use the Service in the manner provided below.
"Agreement" means these Terms of Use.
"Subscription Fee" means the monthly or annual fees payable by You in accordance with Artlook's published fee structure, which may change from time to time on notice to You.
"Confidential Information" includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
"Data" means any data inputted by You or with Your authority using the Service.
"Intellectual Property Right" means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
"Service" means the online art inventory management and related services made available (as may be changed or updated from time to time by Artlook) via the internet.
"Websites" means any of the Internet sites within the domain "artlookonline.com" or any other site operated by Artlook for the purpose of delivering the Service.
"Artlook" means Artlook Software Limited which is a UK based private limited company.
"Invited User" means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time.
"Subscriber" means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
"You" means the Subscriber, and where the context permits, an Invited User. "Your" has a corresponding meaning.
"Period" means the length of time You have opted to subscribe between renewal points, which can be one month or one year.
Artlook grants You the right to access and use the Service via the Websites with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:
You will choose to subscribe in Periods of one month or one year. On payment of your subscription fee, an invoice for the subscription fee will be made available to you.
It is your responsibility to ensure that your subscription is up-to-date. If it is not, access to the Service will be denied to you until the next payment is made.
You must only use the Service and Websites for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Artlook or condition posted on the Websites. You may use the Service and Websites on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Artlook of any unauthorised use of Your passwords or any other breach of security. You must take all other actions that Artlook reasonably deems necessary to maintain or enhance the security of Artlook's computing systems and networks and Your access to the Services.
As a condition of these Terms, when accessing and using the Services, You must:
You indemnify Artlook against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Artlook, including (but not limited to) any costs relating to the recovery of any Subscription Fees that are due but have not been paid by You.
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
Each party's obligations under this clause will survive termination of these Terms.
The provisions of the entire clause 4 shall not apply to any information which:
Artlook maintains a privacy policy that sets out the parties' obligations in respect of personal information. You should read that policy at www.artlooksoftware.com/privacy/ and You will be taken to have accepted that policy when You accept these Terms.
Title to, and all Intellectual Property Rights in the Services, the Websites and any documentation relating to the Services remain the property of Artlook (or its licensors).
Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Subscription Fee when due. You grant Artlook a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.
You must maintain copies of all Data inputted into the Service. Artlook adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Artlook expressly excludes liability for any loss of Data no matter how caused.
You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
You acknowledge that:
You are authorised to use the Services and the Websites and to access the information and Data that You input into the Websites, including any information or Data input into the Websites by any person you have authorised to use the Service. You are also authorised to access the processed information and Data that is made available to You through Your use of the Websites and the Services (whether that information and Data is Your own or that of anyone else).
Artlook has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Websites on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
You are responsible for ensuring that You have the right to do so;
You are responsible for authorising any person who is given access to information or Data, and you agree that Artlook has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and
You will indemnify Artlook against any claims or loss relating to:
The provision of, access to, and use of, the Services is on an "as is" basis and at Your own risk.
Artlook does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Artlook is not in any way responsible for any such interference or prevention of Your access or use of the Services.
It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
It is Your responsibility to check that storage of and access to your Data via the Software and the Websites will comply with laws applicable to you (including any laws requiring you to retain records).
Artlook gives no warranty about the Services. Without limiting the foregoing, Artlook does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Websites or these Terms.
To the maximum extent permitted by law, Artlook excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Websites.
If You suffer loss or damage as a result of Artlook's negligence or failure to comply with these Terms, any claim by You against Artlook arising from Artlook's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Subscription Fees paid by You in the previous 12 months.
If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.
When You first sign up for access to the Service You may be offered free access to evaluate the Service for a limited period, with no obligation to continue to use the Services. These Terms of Use apply in the same manner during this free access period in all respects except Subscription Fees which are waived.
Artlook will not provide any refund for any remaining prepaid period for a Subscription Fee.
If You:
Artlook may take any or all of the following actions, at its sole discretion:
For the avoidance of doubt, if payment of any Subscription Fees is not made in full Artlook will suspend or terminate Your use of the Service, the authority for all or any of Your Organisations to use the Service, or Your rights of access to all or any Data.
Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will immediately cease to use the Services and the Websites.
Clauses 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.
In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Artlook. If You still need technical help, please use the inbuilt support ticketing system to report your issues.
Artlook intends that the Service should be available 24 hours a day, seven days a week. However, it is inevitable that on occasions the Services or Websites will be unavailable, so as to permit maintenance or other development activity to take place.
If for any reason Artlook has to interrupt the Services for longer periods than Artlook would normally expect, Artlook will use reasonable endeavours to publish in advance details of such activity on the Websites.
These Terms, together with the Artlook Privacy Policy and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Artlook relating to the Services and the other matters dealt with in these Terms.
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
You may not assign or transfer any rights to any other person without Artlook's prior written consent.
This Agreement shall be governed and construed in accordance with the laws of England.
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Artlook must be sent to support@artlooksoftware.com or to any other email address notified by email to You by Artlook. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.