Terms & Conditions

These Terms & Conditions (“Terms”) govern your access to and use of the ArtWMS website, software, and services (collectively, the “Services”). The Services are provided by ArtWMS, a product of NY Data Security, Inc. (“ArtWMS,” “we,” “us,” or “our”). By accessing or using the Services, you agree to these Terms.

1. Eligibility

You must be at least 18 years old and able to form a legally binding contract to use the Services. If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

2. Accounts

Some Services require an account. You agree to provide accurate and complete information, keep your credentials confidential, and promptly notify us of any unauthorized use. You are responsible for all activity under your account.

3. Software License

Subject to these Terms and your timely payment of applicable fees, ArtWMS grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the ArtWMS software during your subscription term and solely for your internal business purposes. We reserve all rights not expressly granted.

4. Services and Availability

We work to provide reliable Services, but we do not guarantee uninterrupted or error-free operation. We may modify, suspend, or discontinue any feature of the Services at our discretion, and we may schedule maintenance windows.

5. Fees and Payment

Paid Services are billed in accordance with the order or subscription you accept. Fees are due as specified, are non-refundable except as expressly stated, and exclude taxes, which are your responsibility. We may suspend or terminate your access for non-payment.

6. Acceptable Use

You agree not to:

• Use the Services to violate any law, regulation, or third-party right.
• Attempt to gain unauthorized access to the Services, other accounts, or our systems.
• Interfere with or disrupt the Services, including by introducing malware or excessive load.
• Reverse engineer, decompile, or attempt to extract source code, except as permitted by law.
• Resell, sublicense, or use the Services to build a competing product.
• Submit content that is infringing, defamatory, harmful, or unlawful.

7. Customer Data

You retain all rights to the data you submit to the Services (“Customer Data”). You grant ArtWMS a limited license to host, copy, transmit, and process Customer Data solely to provide and improve the Services. You are responsible for the lawfulness of Customer Data and for obtaining any necessary consents.

8. Intellectual Property

ArtWMS and our licensors own all right, title, and interest in and to the Services, including all software, content, branding, and trademarks. Except for the limited rights expressly granted in these Terms, no license or right is granted to you, by implication or otherwise.

9. Third-Party Services

The Services may integrate with or link to third-party services. ArtWMS is not responsible for third-party services and your use of them is subject to their terms and privacy practices.

10. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, ARTWMS AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THE SERVICES. OUR AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO ARTWMS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Indemnification

You agree to defend, indemnify, and hold harmless ArtWMS and its affiliates from any claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of your use of the Services, your Customer Data, or your breach of these Terms.

13. Termination

You may stop using the Services at any time. We may suspend or terminate your access if you breach these Terms or to protect the Services or other users. Upon termination, your right to use the Services ends, and provisions that by their nature should survive will survive (including ownership, disclaimers, limitations of liability, and dispute terms).

14. Governing Law and Disputes

These Terms are governed by the laws of the State of New York, without regard to conflict-of-laws principles. Any dispute arising out of or relating to these Terms or the Services will be brought exclusively in the state or federal courts located in New York County, New York, and you consent to the personal jurisdiction of those courts.

15. Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will update the “Last updated” date and, where appropriate, provide additional notice. Continued use of the Services after changes take effect constitutes acceptance of the updated Terms.

16. Miscellaneous

These Terms, together with any order forms and policies referenced herein, constitute the entire agreement between you and ArtWMS regarding the Services. If any provision is held unenforceable, the remaining provisions will remain in effect. Our failure to enforce any provision is not a waiver of that provision. You may not assign these Terms without our prior written consent.

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