Effective starting: December 1st, 2021
This Artura Software License Agreement is a legal agreement(the “Agreement”) between you and the Artura entity that owns the Software(“Artura”) that you are accessing or using. If you are agreeing to this Agreement not as an individual but on behalf of your company, government, or other entity for which you are acting (for example, as an employee or governmental official), then “you” means your entity and you are binding your entity to this Agreement. Artura may modify this Agreement from time to time, subject to the terms in Section 19 (Changes to this Agreement) below. The Software is not intended for and should not be used by anyone under the age of 18. You must ensure that all Authorized Users are at least 18 years old.
The “Effective Date” of this Agreement is the date which is the earlier of (a) your initial access to or use of the Software (as defined below) or (b) the effective date of the first Order referencing this Agreement.
By using the Artura software (together with its accompanying documentation and support material, collectively “Software”), you indicate that you read and accept the provisions of this Agreement and that you agree to be bound by all terms and conditions set forth herein. Artura is only willing to enter with you in this Agreement and grant you a Software license (“License”)if you obtained the Software from Artura or are invited to join a project by an Organization that has obtained a License from Artura. If you do not agree to this Agreement or obtained access through another source, do not use or access the Software.
1.1 The terms of this Agreement apply to the Software provided with this Agreement, all updates or upgrades to the Software that may be provided later by Artura as part of any maintenance, technical support, or any other additional Services for the Software, unless such update or upgrade comes with separate Software License terms.
2.1 Account Registration. You must register for an account with us in order to access or receive the Software. Your registration information must be accurate, current, and complete. You must keep your registration current so that we may send notices, statements, and other information to you by email or through your account. You are responsible for all actions taken through your account.
2.2 Authorized Users. Only Authorized Users may access and use the Software. The Software allow you to designate different types of Authorized users, in which case functionality may vary according to the type of Authorized User. You are responsible for compliance with this Agreement by all Authorized Users, including what Authorized Users do with your data. All use of Software must be solely for the benefit of you or your Affiliates (except as expressly permitted in Section 2.3 below) and must be within the Scope of Use.
2.3 Project Stakeholders. The Software allows you to share your own documentation with your users. Subject to the terms and conditions of this Agreement, you may grant your own customers’ end users rights to use the Software. You are responsible under Section 2.2 (Authorized Users) for all Project Stakeholders as “Authorized Users” and are otherwise solely responsible for your own products, support offerings and Secondary relationships. Notwithstanding anything to the contrary in this Agreement, Artura has no direct or indirect warranty, indemnity or other liability or obligations of any kind to Project Stakeholders.
2.3 Tertiary Users. The Software does not allow Project Stakeholders to grant any rights to any User and or invite any new Users (“Tertiary Users”).
3.1 Your License Rights. Subject to the terms and conditions of this Agreement, Artura grants you a non-exclusive, non-sublicensable, and non-transferable license to install and use the Software during the applicable License Term for your own business purposes, in accordance with this Agreement, your applicable Scope of Use, the Documentation and all Laws.
3.2 Restrictions. You will not: (a) reproduce, modify, adapt or create derivative works of any part of the Software; (b) rent, lease, distribute, sell, sublicense, transfer, or provide access to the Software to a third party; (c) incorporate the Software into a product or service you provide to a third party; (d) interfere with any license key mechanism in the Software or otherwise circumvent mechanism in the Software intended to limit your use; (e) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Software, except to the extent expressly permitted by applicable law (and then only upon advance notice to Artura); (f) remove or obscure any proprietary or other notices contained in the Software; (g) use the Software for competitive analyses or to build competitive products; (h) publicly disseminate information regarding the performance of the Software; or (i) encourage or assist any third party to do any of the foregoing.
3.3 Number of Instances. Unless otherwise specified in your Order, for each Software license that you purchase, you may install one (1) production instance of the Software on systems owned or operated by you or one of your Authorized Users. To erase doubt, one Software license represents one (1) Authorized User or one (1) Project Stakeholder per project. Artura may also make available “demo” licenses free of charge for the Software to allow you to deploy non-production instances, such as for staging or QA purposes. Contact our Sales team to request demo licenses.
3.4 System Requirements. You are solely responsible for ensuring that your systems meet the hardware, software, and any other applicable system requirements for the Software as specified in the Documentation. Artura will have no obligations or responsibility under this Agreement for issues caused by your use of any third-party hardware or software not provided by Artura.
3.5 Indemnification by You. You will defend, indemnify, and hold harmless Artura from and against any loss, cost, liability or damage (including attorney’s fees) arising from or relating to any claim brought against Artura (a) arising from or related to your breach of Section 2.3(Project Stakeholders) or any claims or disputes brought by Project Stakeholders arising out of their use of the Software; (b) by a third party related to your Customer Materials, as defined in Section 5.2(b); or (c) by a third party relating to any non-Artura content or data used by you or your Project Stakeholders in connection with the Software. This indemnification obligation is subject to your receiving (i)prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (ii) the exclusive right to control, and direct the investigation, defense, or settlement of such claim; and (iii) all reasonably necessary cooperation of Artura at your expense.
4.1 Artura may collect certain data and information from you and Project Stakeholders in connection with your and Project Stakeholders use of the Software and otherwise in connection with this Agreement. All such data and information will be collected and used by Artura in accordance with Artura’s Privacy Policy, which you acknowledge. You may disable non-essential data collection by the software through the settings in the Software.
5.1 Support and Maintenance. During the period for which you have paid the applicable Support and Maintenance fee, Artura will provide Support and Maintenance for the Software in accordance with the applicable Order. Support and Maintenance for the Software includes access to New Releases, if and when available, and any references to “Software” in this Agreement include New Releases.
5.2 Additional Services Subject to this Agreement, you may purchase Additional Services from Artura, which Artura will provide to you pursuant to the applicable Order. Additional Services may be subject to additional policies and terms as specified by Artura. (a) Artura Deliverables. Artura will retain all right, title, and interest in and to any materials, deliverables, modifications, derivative works or developments that Artura provides in connection with any Additional Services (“Artura Deliverables”). You may use any Artura Deliverables provided to you only in connection with the Software, subject to the same usage rights and restrictions as for the Software. For clarity, Artura Deliverables are not considered Software, and any Software (including any New Release) is not considered an Artura Deliverable. (b) Customer Materials. You agree to provide Artura with reasonable access to your materials, systems, personnel or other resources (including your instances of the Software) as reasonably necessary for Artura’s provision of Additional Services (“Customer Materials”). If you do not provide Artura with timely access to Customer Materials, Artura’s performance of Additional Services will be excused until you do so. You retain your rights in your Customers Materials, subject to Artura’s ownership of any underlying Software, Artura Deliverables or other Artura Technology. Artura will use Customer Materials solely for purposes of performing the Additional Services. You represent and warrant that you have all necessary rights in Customer Materials to provide them to Artura for such purposes. (c) Training as described in your Order.
5.3 Global Values. Artura provides Global Values (“Standards”) for the Software, allowing users to use the software quickly. As the Global Values can not be modified by the Authorized Users, Artura commits to update the Global Values to the Industry Standards. Artura holds the rights to modify, update or add Global Values as Artura sees fit.
5.4 Scope of Work of Authorized Users as Artura sees fit. Any missing, or limited information maybe shared with support@artura.io so that Artura can add or improve the Global Values.
6.1 License Term and Renewals. The License Term, Support and Maintenance period will be indicated in the Order (as applicable). The License Term and any applicable service periods will commence on the Order date (unless a different start date is designated in the Order) and expire on the expiration date indicated in your account. Unless earlier terminated in accordance with this Agreement, each right to use Software will expire at the end of the applicable License Term. Any renewals must be mutually agreed upon by the parties in writing. All renewals are subject to the applicable Software or Support and Maintenance continuing to be offered and will be charged at the then-current rates.
6.2 Delivery. Artura will deliver the applicable license to your account no later than when we have received payment of the applicable fees. You are responsible to determine that Artura has received payment and your Order has been processed. All deliveries under this Agreement will be electronic. For the avoidance of doubt, you are responsible for the installation of the Software, and you acknowledge that Artura has no further delivery obligation with respect to the Software after delivery of the license.
6.3 Return Policy. You may terminate your initial Order of the Software under this Agreement, for no reason or any reason, by providing notice of termination and returning the Software to Artura no later than thirty (30) days after the Order date for the Software. In the event you terminate our initial Order under this section 6.3, Artura may disable the license that allowed the Software to operate and, at your request, Artura will refund you the amount paid under such Order. This termination and refund rights applies only to your initial Order and only if you exercise your termination right within the period specified above, and does not apply to Additional Services.
6.4 Increased Scope of Use. During your License Term, you may increase your Scope of Use (e.g. adding Authorized Users). Artura holds the right to subject any increase to your Scope of Use to additional fees, as set forth in the applicable Order.
6.5 Payment. You will pay all fees in accordance with each Order, by the due dates and in the currency specified in the Order. If a purchase order number is required to an invoice to be paid, then you must provide such purchase order number to Artura by emailing the purchase order number to sales@artura.io. For Additional Services provided at any non-Artura location, unless otherwise specified in your Order, you will reimburse Artura for its pre-approved travel, lodging and meal expenses, which Artura ma charge as incurred. Other than as expressly set forth in Section 6.3 (Return Policy) and Section 15 (IP Indemnification by Artura), all amounts are non-refundable, non-cancelable and non-creditable. You agree that we may bill your credit card or other payment method for renewals, additional users, expenses and unpaid fees, as applicable.
6.6 Taxes. Your fees under this Agreement exclude any taxes or duties payable in respect of the Software in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Artura, you must pay to Artura the amount of such taxes or duties in addition to any fees owed under this Agreement. Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, you will have the right to provide to Artura any such exemption information, and Artura will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.
6.7 Withholding Taxes. You will pay all fees net of any applicable withholding taxes. You and Artura will work together to avoid any withholding tax if exemptions, or a reduced treaty withholding rate, are available. If Artura qualifies for a tax exemption, or a reduced treaty withholding rate, Artura will provide you with reasonable documentary proof. You will provide Artura reasonable evidence that you have paid the relevant authority for the sum withheld or deducted.
6.8 Future Functionality; Separate Purchases. You acknowledge that the Software and Additional Services referenced in an Order are being purchased separately from any of our other products or services. You agree that your purchases are not contingent on the delivery of any future functionality or features (including future availability of any Software beyond the current License Term or any New Releases), or dependent on any oral or written public comments made by Artura regarding future functionality or features.
We may offer the Software to you at no charge, including free accounts, trial use, and Beta Versions as defined below (collectively, “No-Charge Software”). Your use of No-Charge Software is subject to any additional terms that we specify and is only permitted during the License Term we designate (or, if not designated, until terminated in accordance with this Agreement). Except as otherwise set forth in this Section, the terms and conditions of this Agreement governing Software, including Section 3.2(Restrictions), fully apply to No-Charge Software. We may terminate your right to use No-Charge Software at any time and for any reason in our sole discretion, without liability to you. You understand that any pre-release and beta versions of Software, and any pre-release, and beta features within generally available Software, that we make available (collectively, “Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Software. We make no promises that any Beta Versions will ever be made generally available. All information regarding the characteristics, features or performance of any No-Charge Software (including Beta Versions) constitutes Artura’s Confidential Information. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Software, including any Support and Maintenance, warranty, and indemnity obligations.
At our request, you agree to provide a signed certification that you are using all Software pursuant to the terms of this Agreement, including the Scope of Use. Artura may ask You to audit your use of the Software (including that of your Authorized users) We will provide you with at least ten (10) days advance notice prior to the audit, and the audit will be conducted during business hours.
The Software is made available on a limited license or access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. Artura and its licensors have and retain all right, title and interest, including all intellectual property rights, in and to Artura Technology (including the Software). From time to time, you may choose to submit Feedback to us. Artura may in connection with any of its products or services freely use, copy, disclose, license, distribute, and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in this Agreement limits Artura’s right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise.
Except as otherwise set forth in this Agreement, each party agrees that all code, inventions, know-how, and business, technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party (“Disclosing Party”), constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Artura Technology and any performance information relating to the Software will be deemed Confidential Information of Artura without any marking or further designations. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 10 and that the Receiving Party remains responsible for compliance by them with the terms of this Section 10. The Receiving Party's confidentiality obligations will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.
11.1 Term. This Agreement is effective as of the Effective Date and continues until expiration of all License Terms, unless earlier terminated as set forth herein.
11.2 Termination for Cause. Either party may terminate this Agreement (including all related Orders) if the other party (a)fails to cure any material breach of this Agreement within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
11.3 Termination for Convenience. You may choose to stop using the Software and terminate this Agreement (including all Orders) at any time for any reason upon written notice to Artura, but, unless you are exercising your right to terminate early pursuant to Section 6.3 (Return Policy), upon any such termination (i) you will not be entitled to a refund of any pre-paid fees and (ii) if you have not already paid all applicable fees for the then-current License Term or related services period (as applicable), any such fees that are outstanding will become immediately due and payable.
11.4 Effects of Termination. Upon any expiration or termination of this Agreement, your license to the Software terminates (even if the License Term is identified as “perpetual” or if no expiration date is specified in your Order) and you must cease using and delete (or at our request, return) all Software and Confidential Information or other materials of Artura in your possession, including on any third-party systems operated on your behalf. You will certify such deletion upon our request. If this Agreement is terminated by you in accordance with Section 11.2(Termination for Cause), Artura will refund you any prepaid Software fees covering the remainder of the then-current License Term after the effective date of termination. If this Agreement is terminated by Artura in accordance with Section 11.2 (Termination for Cause), you will pay any unpaid fees covering the remainder of the then-current License Term after the effective date of termination. In no event will termination relieve you of its obligation to pay any fees payable to Artura for the period prior to the effective date of termination. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.
11.5 Survival. The following Sections will survive any termination or expiration of this Agreement: 3.2 (Restrictions), 3.8 (Indemnification by You), 6.5 (Payment), 6.6(Taxes), 7 (No-Charge Software) (disclaimers and use restrictions only), 8(License Certifications and Audits), 9 (Ownership and Feedback), 10(Confidentiality), 11 (Term and Termination), 12.3 (Warranty Disclaimer), 13(Limitations of Liability), 14 (Intellectual Property Indemnification by Artura) (but solely with respect to claims arising from your use of the Software during the License Term), 16(Dispute Resolution), 17 (Export Restrictions), and 20 (General Provisions).
12.1 General Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. If you are an entity, you represent and warrant that this Agreement and each Order is entered into by an employee or agent of such entity with all necessary authority to bind such entity to the terms and conditions of this Agreement.
12.2 Virus Warranty. Artura further represents and warrants that it will take reasonable commercial efforts to ensure that the Software, in the form and when provided to you, will be free of any viruses, malware, or other harmful code. For any breach of the foregoing warranty, your sole and exclusive remedy, and Artura’s sole obligation, is to provide a replacement copy of the Software promptly upon notice.
12.3 Warranty Disclaimer. EXCEPT AS EXPRESSLY SETFORTH IN SECTION 12.1 (GENERAL WARRANTIES) AND 12.2 (VIRUS WARRANTY), ALL SOFTWARE, SUPPORT, MAINTENANCE, AND ANY ADDITIONAL SERVICES ARE PROVIDED “ASIS,” AND ARTURA AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNES FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MECHANTABILITY, WHETER EXPRESS, IMPLIED, OR STATUTORY, ARTURA WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE RESONABLE CONTROL OF ARTURA. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER ARTURA NOR ANY OF ITS THIRD PARTY SUPPLIERS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY SOFTWARE OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF ANY SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE SOFTWARE WILL OPERATE INCOMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (C) THE SOFTWARE (OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SOFTWARE) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS); (D) ERRORS OR DEFECTS WILL BE CORRECTED; OR (E) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 12.2 (VIRUS WARRANTY), THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
13.1 Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
13.2 Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S AND ITS SUPPLIERS’ AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY YOU TO US UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
13.3 Excluded Claims. “Excluded Claims” means (1) amounts owed by you under any Orders, (2) either party’s express indemnification obligations in this Agreement, and (3) your breach of Section 3.2 (Restrictions).
13.4 Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 13 (Limitations of Liability) apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
We will defend you against any claim brought against you by a third party alleging that the Software, when used as authorized under this Agreement, infringes any third-party patent, copyright or trademark, or misappropriates any third-party trade secret enforceable in any jurisdiction that is a signatory to the Berne Convention (a “Claim”), and we will indemnify you and hold you harmless against any damages and costs finally awarded on the Claim by a court of competent jurisdiction or agreed to via settlement executed by Artura (including reasonable attorneys’ fees), provided that we have received from you: (a) prompt written notice of the Claim (but in any event notice in sufficient time for us to respond without prejudice); (b) reasonable assistance in the defense and investigation of the Claim, including providing us a copy of the Claim, all relevant evidence in your possession, custody, or control, and cooperation with evidentiary discovery, litigation, and trial, including making witnesses within your employ or control available for testimony; and (c) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the Claim. If your use of the Software is (or in our opinion is likely to be) enjoined, whether by court order or by settlement, or if we determine such actions are reasonably necessary to avoid material liability, we may, at our option and in our discretion: (i) procure the right or license for your continued use of the Software in accordance with this Agreement; (ii) substitute substantially functionally similar Software; or (iii) terminate your right to continue using the Software and refund any license fees pre-paid by you for use of the Software for the terminated portion of the applicable License Term or, in the case of any “perpetual” licenses, the license fee paid by you as reduced to reflect a three (3) year straight-line depreciation from the license purchase date. Artura’s indemnification obligations above do not apply: (1) if the total aggregate fees received by Artura with respect to your license to Software in the twelve (12) month period immediately preceding the Claim is less than EUR 15.000,-; (2) if the Software is modified by any party other than Artura, but solely to the extent the alleged infringement is caused by such modification;(3) if the Software is used in combination with any non-Artura product, software, service or equipment, but solely to the extent the alleged infringement is caused by such combination; (4) to unauthorized use of Software; (5) to any Claim arising as a result of (y) circumstances covered by your indemnification obligations in Section 3.5 (Indemnification by You) or (z)any third-party deliverables or components contained with the Software; (6) to any unsupported release of the Software; or (7) if you settle or make any admissions with respect to a Claim without Artura’s prior written consent.
THISSECTION 14 STATES OUR SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY SOFTWARE OR OTHER ITEMS PROVIDED BY ARTURA UNDER THIS AGREEMENT.
We may identify you as an potential Artura customer for our promotional materials. We will contact you and discuss the promotional materials. We will promptly stop doing so upon your request sent to sales@artura.io.
16.1 Informal Resolution. In the event of any controversy or claim arising out of or relating to this Agreement, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days, either party may pursue relief as may be available under this Agreement pursuant to Section 16.2 (Governing Law; Jurisdiction). All negotiations pursuant to this Section 16.1 will be confidential and treated as compromise and settlement negotiations for purposes of all rules and codes of evidence of applicable legislation and jurisdictions.
16.2 Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the applicable laws of The Netherlands, without reference to conflict of laws principles. Each party irrevocably agrees that any legal action, suit or proceeding arising out of or related to this Agreement must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the State or Federal court in Amsterdam, The Netherlands, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in Amsterdam, The Netherlands, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. In any action or proceeding to enforce a party’s rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.
16.3 Injunctive Relief; Enforcement. Notwithstanding the provisions of Section 16.1 (Informal Resolution) and Section 16.2 (Governing Law; Jurisdiction), nothing in this Agreement will prevent Artura from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
The Software is subject to export restrictions by The Netherlands government underlying of the European Union (hereinafter EU) and may be subject to import restrictions by certain foreign governments, and you agree to comply with all applicable export and import laws and regulations in your download of, access to, and use of the Software. You shall not (and shall not allow any third-party to) remove or export from The Netherlands or allow the export or re-export of any part of the Software: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone blacklisted by the Dutch or EU authority and Consolidated Sanction list (collectively, “Prohibited Persons”); (c) to any country to which such export or re-export is restricted or prohibited, or as to which The Netherlands government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any Dutch or foreign agency or authority. You represent and warrant that you are not located in, under the control of, or a national or resident of any such prohibited country. You also certify that you are not a Prohibited Person nor owned, controlled by, or acting on behalf of a Prohibited Person. You agree not to use or provide the Software for any prohibited end use, including to support any nuclear, chemical, or biological weapons proliferation, or missile technology, without the prior permission of the government of The Netherlands.
The Software includes code and libraries licensed to us by third parties, including open source software. See Third Party Code in the Artura for additional provisions regarding our use of third party code.
Modifications Generally. We may modify the terms and conditions of this Agreement (including Artura’s Policies) from time to time, with notice given to you by email, through the Software or through our website. Together with notice, we will specify the effective date of the modifications. No-Charge Software: You must accept the modifications to continue using the No-Charge Software. If you object to the modifications, your exclusive remedy is to cease using the No-Charge Software. Paid Licenses: Typically, when we make modifications to the main body of this Agreement (excluding the Artura Policies), the modifications will take effect at the next renewal of your License Term and will automatically apply as of the renewal date unless you elect not to renew pursuant to Section 6.1 (License Term and Renewals). In some cases – e.g., to address compliance with Laws, or as necessary for new features – we may specify that such modifications become effective during your then-current License Term. If the effective date of such modifications is during your then-current License Term and you object to the modifications, then (as your exclusive remedy) you may terminate your affected Orders upon notice to us, and we will refund to you any fees you have pre-paid for use of the affected Software for the terminated portion of the applicable License Term. To exercise this right, you must provide us with notice of your objection and termination within thirty (30)days of us providing notice of the modifications. For the avoidance of doubt, any Order is subject to the version of this Agreement in effect at the time of the Order. Artura Policies: Our products and business are constantly evolving, and we may modify the Artura Policies from time to time, including during your then-current License Term in order to respond to changes in our products, our business, or Laws. In this case, unless required by Laws, we agree not to make modifications to the Artura Policies that, considered as a whole, would substantially diminish our obligations during your then-current License Term. Modifications to the Artura Policies will take effect automatically as of the effective date specified for the updated policies.
20.1 Notices. Any notice under this Agreement must begiven in writing. We may provide notice to you via email or through your account. You agree that any such electronic communication will satisfy any applicable legal communication requirements, including that such communications be in writing. Our notices to you will be deemed given upon the first business day after we send it. You will provide notice to us by email to sales@artura.io. Your notices to us will be deemed given upon the first business day after you send it.
20.2 Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
20.3 Assignment. You may not assign or transfer this Agreement without our prior written consent. As an exception to the foregoing, you may assign this Agreement in its entirety (including all Orders) to your successor resulting from your merger, acquisition, or sale of all or substantially all of your assets or voting securities, provided that you provide us with prompt written notice of the assignment and the assignee agrees in writing to assume all of your obligations under this Agreement. Any attempt by you to transfer or assign this Agreement except as expressly authorized above will be null and void. We may assign our rights and obligations under this Agreement (in whole or in part) without your consent. We may also permit our Affiliates, agents, and contractors to exercise our rights or perform our obligations under this Agreement, in which case we will remain responsible for their compliance with this Agreement. Subject to the foregoing, this Agreement will inure to the parties’ permitted successors and assigns.
20.4 Entire Agreement. This Agreement is the entire agreement between you and Artura relating to the Software and supersedes all prior or contemporaneous oral or written communications, proposals and representations between you and Artura with respect to the Software or any other subject matter covered by this Agreement. No provision of any purchase order or other business form employed by you will supersede or supplement the terms and conditions of this Agreement, and any such document relating to this Agreement will be for administrative purposes only and will have no legal effect.
20.5 Waivers; Modifications. No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. Except as set forth in Section 19 (Changes to this Agreement), any amendments or modifications to this Agreement must be executed in writing by the authorized representatives of Artura and you.
20.6 Interpretation. As used herein, “including” (and its variants) means “including without limitation” (and its variants). Headings are for convenience only. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions will continue in full force and effect.
20.7 Independent Contractors. The parties are independent contractors. This Agreement will not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give either party the express or implied right, power or authority to create any duty or obligation of the other party.
Certain capitalized terms are defined in this Section 21, and others are defined contextually in this Agreement.
“Additional Services” means Support and Maintenance or other services related to the Software provided to you by Artura, as identified in an Order.
“Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of greater than 50% of the voting equity securities or other equivalent voting interests of the entity.
“Artura Policies” means
“Artura Technology” means the Software(including all No-Charge Software), Artura Deliverables, their “look and feel”, any and all related or underlying technology and any modifications or derivative works of the foregoing, including as they may incorporate Feedback.
“Authorized Users” means the specific individuals whom you designate to use the applicable Software and for whom you have paid the required fees. Authorized Users may be your or your Affiliates’ employees, representatives, consultants, contractors, agents, or other third parties who are acting for your or your Affiliates’ benefit or on your or your Affiliates’ behalf. Authorized Users also include any Project Stakeholder that you permit to use the Software, subject to Section 2.3 (Project Stakeholders).
“Documentation” means our standard published documentation for the Software, currently located here.
“Feedback” means comments, questions, ideas, suggestions or other feedback relating to the Software, Support and Maintenance or Additional Services.
“Laws” means all applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications and the exportation of technical or personal data.
“License Term” means your permitted license term for the Software, as set forth in an Order.
“New Releases” means any bug fixes, patches, major or minor releases, or any other changes, enhancements, or modifications to the Software that Artura makes available to you as part of Support and Maintenance.
“Order” means Artura’s applicable ordering documentation or other purchase flow referencing this Agreement. Orders may include purchases of Software licenses, Support and Maintenance, Additional Services, increased or upgraded Scope of Use or renewals.
“Scope of Use” means your authorized scope of use for the Software as specified in the applicable Order, which may include: (a) number and type of Authorized Users, (b) numbers of licenses, copies or instances, or (c) entity, division, business unit, website, field of use or other restrictions or billable units.
“Software” means Artura’s commercially available downloadable software product (currently designated as “Data Center” deployments).
“Support and Maintenance” means Artura’s support and maintenance services for the Software, as further described in the Artura Support Policy. Your level of Support and Maintenance will be specified in your Order.
“Training” means Artura-provided training and certification services.
“Global Values” means the data offered and maintained by Artura free of use in the Software.
“Standards” means data and visual information that allows users to instantly recognize the purpose of a specific piece of information or object.