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BY TICKING THE “YES I HAVE READ AND AGREED TO THE MASTER SUBSCRIPTION AGREEMENT” DISPLAYED ON THE FREE TRIAL OR SALES ORDER FORM YOU AGREEE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF ARTESIAN SOLUTIONS LIMITED'S ONLINE SERVICE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE.
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Welcome |
As part of the Service, Artesian Solutions Limited will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Artesian Solutions Limited website incorporated by reference herein, including but not limited to Artesian Solutions Limited's privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.
The
Service is offered in several editions:
FREE TRIAL If you are undertaking a free trial of the software these standard terms and conditions will prevail. The trial period will be 30 days unless otherwise agreed after which you will have 15 days to indicate you do not wish to accept these terms and conditions. Acceptance of these terms and conditions will automatically initiate the production of an invoice for the first year service fee. The free trial is limited to a surveillance service for up to 200 companies.
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1. Privacy & Security; Disclosure |
Artesian Solutions Limited's privacy and security policies may be viewed at http://www.artesiansolutions.com. Artesian Solutions Limited reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Individual users, when they initially log in, may be asked whether or not they wish to receive marketing and other non-critical Service-related communications from Artesian Solutions Limited from time to time. They may opt out of receiving such communications at that time or at any subsequent time. Note that because the Service is a hosted, online application, Artesian Solutions Limited occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service. If you become a paying customer of the Service, you agree that Artesian Solutions Limited can disclose the fact that you are a paying customer and the edition of the Service that you are using.
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2. License Grant & Restrictions |
Artesian Solutions Limited hereby grants you a non-exclusive, non-transferable, right to use the Service, solely for your own internal business purposes of the department or business community defined on the front page of this agreement, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Artesian Solutions Limited and its licensors. You may not access the Service if you are a direct competitor of Artesian Solutions Limited, except with Artesian Solutions Limited's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party outside of your business community, the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service. The standard service shall be limited to a maximum of 2,000 companies under surveillance per subscribing customer, unless by prior agreement. You may use the Service only for your internal business purposes and shall not: (i) send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (ii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (iv) attempt to gain unauthorized access to the Service or its related systems or networks.
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3. Your Responsibilities |
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Artesian Solutions Limited immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Artesian Solutions Limited immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Artesian Solutions Limited user or provide false identity information to gain access to or use the Service.
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4. Account Information and Data |
Artesian Solutions Limited does not own any data, information or material that you create via the Service in the course of using the Service ("Customer Data"). You, not Artesian Solutions Limited, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all customer generated and derived Data, and Artesian Solutions Limited shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), Artesian Solutions Limited will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. Artesian Solutions Limited reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Artesian Solutions Limited shall have no obligation to maintain or forward any Customer Data.
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5. Intellectual Property Ownership |
Artesian Solutions Limited alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Artesian Solutions Limited Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Artesian Solutions Limited Technology or the Intellectual Property Rights owned by Artesian Solutions Limited. The Artesian Solutions Limited name, the Artesian Solutions Limited logo, and the product names associated with the Service are trademarks of Artesian Solutions Limited or third parties, and no right or license is granted to use them. |
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6. Charges and Payment of Fees |
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current Community based license band. Payments must be made 12 months in advance 25 days from date of invoice, unless otherwise mutually agreed upon in the front sheet order form for this agreement. All payment obligations are none-cancellable and all amounts paid are none refundable. You are responsible for paying for all User licenses ordered for the entire License term, whether or not such User licenses are actively used. You must provide Artesian Solutions Limited with valid credit card or approved purchase order information as a condition to signing up for the Service. An authorized License Administrator may add Community users through the administrator portal – additional sources and community groups may be added by executing an additional written Order Form. Added communities and sources will be subject to the following: (i) added licenses will be coterminous with the pre-existing License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. All pricing terms are confidential, and you agree not to disclose them to any third party.
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7. Excess Data Storage Fees |
The maximum disk storage space provided to you at no additional charge is limited by the number of sources and unless by prior agreement is limited to the disk space limitation by source. A source is defined as a unique source for internet content such as a URL, Domain or RSS Feed. If the number of sources required or used exceeds these limits, you will be charged the then-current fees. Artesian Solutions Limited will use reasonable efforts to notify you when the average sources used per license reaches approximately 90% of the maximum; however, any failure by Artesian Solutions Limited to so notify you shall not affect your responsibility for such source charges. Artesian Solutions Limited reserves the right to establish or modify its general practices and limits relating to limits on source.
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8. Invoicing and Renewal |
Artesian
Solutions Limited charges and collects in advance for use of
the Service. Artesian Solutions Limited will automatically
renew and bill your credit card or issue an invoice to you
each year on the subsequent anniversary or as otherwise mutually
agreed upon. . The renewal charge will be equal to the then-current
number of Communities times the license fee in effect during
the prior term. Artesian Solutions Limited has the right to
make an automatic inflationary fee increase which will be equivalent
to the UK RPI or 3% whichever is the lower and which shall
be effective upon renewal and thereafter. Fees for other services
will be charged on an as-quoted basis. Artesian Solutions Limited's
fees are exclusive of all taxes, levies, or duties imposed
by taxing authorities, and you shall be responsible for payment
of all such taxes, levies, or duties, excluding only UK taxes
based solely on Artesian Solutions Limited's income. |
9. Non-Payment and Suspension |
In addition to any other rights granted to Artesian Solutions Limited herein, Artesian Solutions Limited reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears).. You will continue to be charged for User licenses during any period of suspension. If you or Artesian Solutions Limited initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Artesian Solutions Limited may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. Payment terms are 25 days from date of invoice, continued non payment will constitute grounds for breach of this agreement.
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10. Termination upon Expiration/Reduction in Number of Community Licenses |
This Agreement commences on the Effective Date and is for 36 months with the option to terminate on each 12 month anniversary given 30 days written notice prior to the anniversary date. Upon the expiration of the Initial Term, customer will have the option to extend the Initial Term in increments of one year at Artesian Solutions Limited's then current fees. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least 30(30) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), Artesian Solutions Limited will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that Artesian Solutions Limited has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.
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11. Termination for Cause |
Any breach of your payment obligations or unauthorized use of the Artesian Solutions Limited Technology or Service will be deemed a material breach of this Agreement. Artesian Solutions Limited, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, Artesian Solutions Limited may terminate a free account at any time in its sole discretion. You agree and acknowledge that Artesian Solutions Limited has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
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12. Representations & Warranties |
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Artesian Solutions Limited represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Artesian Solutions Limited help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
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13. Mutual Indemnification |
You shall indemnify and hold Artesian Solutions Limited, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, lawyers and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including lawyers fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Artesian Solutions Limited (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Artesian Solutions Limited of all liability and such settlement does not affect Artesian Solutions Limited's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
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14. Disclaimer of Warranties |
ARTESIAN SOLUTIONS LIMITED AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. ARTESIAN SOLUTIONS LIMITED AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL 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 ARTESIAN SOLUTIONS LIMITED AND ITS LICENSORS.
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15. Internet Delays |
ARTESIAN SOLUTIONS LIMITED'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ARTESIAN SOLUTIONS LIMITED IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS . |
16. Limitation of Liability |
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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17. Additional Rights |
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
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18. Local Laws and Export Control |
Artesian Solutions Limited and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United Kingdom, United States of America, Swiss and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to UK, United States, Swiss or European Union (including European Union Member States) law is prohibited.
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19. Notice |
Artesian Solutions Limited may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Artesian Solutions Limited's account information, or by written communication sent by first class mail or pre-paid post to your address on record in Artesian Solutions Limited's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Artesian Solutions Limited (such notice shall be deemed given when received by Artesian Solutions Limited) at any time by any of the following: letter sent by confirmed facsimile to Artesian Solutions Limited at the following fax number 0118 979 8072 ; letter delivered by nationally recognized overnight delivery service or first class postage prepaid post to Artesian Solutions Limited at the following address: Artesian Solutions Limited, Unit 2, Winnersh Fields, Gazelle Close, Winnersh, Berks RG41 5HE and in either case, addressed to the attention of: Chief Executive Officer.
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20. Modification to Terms |
Artesian Solutions Limited reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, subject to 30 days written notice to customer Continued use of the Service after any such changes shall constitute your consent to such changes.
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21. Assignment; Change in Control |
This Agreement may not be assigned by you without the prior written approval of Artesian Solutions Limited but may be assigned without your consent by Artesian Solutions Limited to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Artesian Solutions Limited directly or indirectly owning or controlling 50% or more of you shall entitle Artesian Solutions Limited to terminate this Agreement for cause immediately upon written notice.
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22. General |
These General Terms and Conditions and any agreement between Supplier and Customer and each constituent agreement forming part thereof shall be governed by and construed in accordance with the laws of England and Wales whose courts shall have exclusive jurisdiction over any and all disputes arising out of or in connection therewith
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23. Definitions As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means these online terms of use, any Order Forms, whether written or submitted online, and any materials available on the Artesian Solutions Limited website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Artesian Solutions Limited from time to time in its sole discretion; "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; Sources means unique URL, domain or RSS Feed, "Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service; "Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service; "Initial Term" means the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter); "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "License Administrator(s)" means those Users designated by you who are authorized to create User accounts and otherwise administer your use of the Service; "License Term(s)" means the period(s) during which a specified number of Communities are licensed to use the Service pursuant to the Order Form(s); "Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); "Artesian Solutions Limited" means collectively Artesian Solutions Limited, a UK registered limited company, having its principal place of business at Unit 2, Winnersh Fields, Gazelle Close, Winnersh, Berkshire RG41 5HE; "Artesian Solutions Limited Technology" means all of Artesian Solutions Limited's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Artesian Solutions Limited in providing the Service; "Service(s)" means the specific edition of Artesian Solutions Limited's online market surveillance, metrics management and social collaboration software, developed, operated, and maintained by Artesian Solutions Limited, accessible via http://www.Artesian Solutions Limited or another designated web site or IP address, or ancillary online or offline products and services provided to you by Artesian Solutions Limited, to which you are being granted access under this Agreement; "Community(s)" means the specified group of your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by Artesian Solutions Limited at your request).
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Questions or Additional Information:If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@artesiansolutions.com. |
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