Terms Of Use For Locarto Services

1. GENERAL

Locarto AS, with organization number 920 884 407, with the registered business address at Nedre Vollgate 9, 0158 Oslo, (hereinafter referred to as "we") has developed an online platform for artists, collectors, curators and others with interest in art. These terms govern our customers' use of our Services to visitors as well as paying customers (collectively referred to as "Customers" or "you" unless the context indicate a difference between visitors and paying Customers). These terms of use ("Terms") constitute the agreement between us and our registered Customers when they have registered as a user and/or subscribed to our Services. Registered/subscribing Customers will receive a confirmation of the registration and/or the subscription. The Terms apply to visitors to the extent they are applicable and visitors agree to be bound by these Terms when visiting our website. Please read the Terms carefully.

2. OUR SERVICES

The online platform includes service which are made available free of charge for visitors and services against payment (the "Services"). The Services include use of our LocartoArtsoft-2B software and database and any and all integrated software provided by us, such as the Locarto SaaS web administration system, Locarto mobile application, Locarto templates and Locarto Websites, and the Locarto CMS. All software are made available as software as a service and is not intended to be distributed as copies. The Services also comprise storing/hosting of Customer Data, processing, displaying and making information about artwork available to users of our Services. Such information include, but is not limited to electronic images of artwork, name of artist and creator of artwork, title of artworks, other details relating to the artwork (collectively referred to as "Artwork Information"). In addition to the Artwork Information, we host other types of Customer Data and collect, process and distribute information about corporations and persons, such as current and previous owners of artwork, potential prospective buyers who have shown interest in the work, professional contacts and suppliers, or their employees, agents or freelancers that are solely used to provide our Services or for the Customers own use. We reserve the right to restrict access to the information due to legal or practical limitations and in some situations any use of this information outside the Services may be restricted. From time to time, we may direct you to additional services from third parties on separate web sites linked from our website. Your use of any such third party services will be governed by the relevant terms of use with the relevant third parties.

3. CUSTOMER ACCOUNTS

All Customers must create a Customer account. The Customer account is linked to the e-mail address or the user name you provide when registering. Usernames and passwords must not be shared with unauthorized persons and the Customer is responsible for maintaining the confidentiality of their login password and user credentials. The Customer is fully responsible for all activities and transactions related to the use of their passwords or account. You can manage you Customer account at www.Locarto.com. The Customer account will, among other things, contain information about purchase history and other information that is necessary for using the Service. We reserve the right to delete Customer accounts that are inactive. We do not verify whether the person who establishes the Customer account for the company is authorized to enter into an agreement on behalf of the company, and the person who establishes the Customer account is responsible for paying for the Services. The representative of corporate Customers are responsible for ensuring that they have the necessary authority to enter into agreements on behalf of the corporate Customer.

4. SUBSCRIPTION FEES AND PAYMENT

The Services are available to all Customers with a valid subscriptions. Subscriptions must be paid in advance before the Service is used, except from free trial periods which may be offered at our discretion. The monthly or annual subscription fees are updated from time to time (Link to Locarto prices). Customers will be notified about the applicable current fee in advance of any renewal of a subscription. All quoted fees will be exclusive of all taxes, levies or duties applicable under any applicable law. Customers are responsible for the payment of any taxes, levies, or duties not collected by us which apply to the Service. Customers who are corporations must ensure that they have sufficient quantity of paid user licenses to cover all individual users covered by a corporate subscription, regardless if a user utilizes the system often, occasionally, or rarely. Locarto monitors usage and may, at our discretion and at any time, disable access for and/or restrict the number of users above and beyond the number of users covered by the subscription, and/or invoice and charge the Customer for the excess usage, retrospective to the start of the current billing period. We do not offer refunds or credits for subscriptions ordered and commenced, or cancellations made fewer than 21 days before scheduled implementation of a paid order or fewer than 10 days before quarterly or annual renewal of a subscription. Any refunds provided for valid cancellations are allocated after charges at prevailing hourly rates for any services provided prior to cancellation and relating to the initial order, including consultation, are deducted. Refunds on orders paid via credit card are subject to a 5% cancellation fee.

5. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

Locarto is the owner of all software used to provide the Services, save from third party software included as part of the Service. We invest resources and money into creating a database which is used as part of the Service, and although we do not hold rights in and to the individual artwork and information included in the database, we own rights in and to the database. In addition to the title we hold any and all associated intellectual property rights in and to the software, the database and other elements included in our Services. For the purpose of this agreement, intellectual property rights means all past, present, and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, software and databases, including exclusive rights to make copies available to any person and the economic interest, copyrights, moral rights and other rights (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patent and industrial property rights; (e) other proprietary rights of every kind and nature; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (a) through (f) of this sentence.

6. LICENSE FOR CUSTOMERS WITH ACTIVE SUBSCRIPTIONS

We grant the Customers a limited, non-exclusive, non-transferable and non-sub-licensable right and license to access and utilize the Services, including the right to access and use the LocartoArtsoft-2B database with Artwork Information and to download copies of information we explicitly indicate as downloadable information (i.e. documentation and training). The license is valid for the users with a valid subscription who access our Services. The license is subject to these Terms and any instructions we make available on our website.

7. LIMITATIONS OF USE AND RESTRICTIONS

The license does not include the right to (a) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of the Services are compiled or interpreted, and Customer acknowledges that nothing in these Terms will be construed to grant Customer any right to obtain or use such code; (b) allow unauthorised third parties to gain access to the Services and/or parts of the Services; (c) use the Services to (i) send any form of duplicative and unsolicited messages; (ii) harvest, collect, gather or assemble the information in our database without our explicit consent; (iii) transmit through or post on the Services unlawful, immoral, libellous, tortuous, infringing, defamatory, threatening, vulgar, or obscene material or material harmful to minors; or (iv) transmit material containing software viruses or other harmful computer code, files, scripts, agents, or programs; (d) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (e) attempt to gain unauthorised access to the Services, computer systems or networks related to the Services; or (f) interfere with another user's use of the Services. Customer shall comply, and shall require each user affiliated with the Customer, comply, with the provisions in these Terms as well as all applicable laws, statutes, regulations or rules in connection with access and use of the Service. Customer acknowledges and agrees that the Services will not be used, and are not licensed for use, in connection with any of Customer’s commercial or any other time-critical purpose. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Services or any part thereof, including any right to obtain possession of any source code, data or other technical material. Certain items of software may be provided to Customer which is subject to open source or free software licenses (“OSS”) and OSS may be subject to certain user licenses that accompanies such OSS ("OSS license") and not these Terms. Nothing in this these Terms limits Customer’s rights under, or grants Customer rights that supersedes the OSS license.

8. CUSTOMER DATA

During the normal course of business, our Customers upload Artwork Information and other data which we incorporate in our Services, collectively referred to as "Customer Data". The Customer are responsible to ensure that any rights in and to the artwork held by third parties are obtained before uploading the Artwork Information to the Service, including but not limited to display a electronic image of the artwork in our Services and to use and distribute the information about the artist, the artwork and any related information. The Customers do not transfer any ownership or title to the Customer Data they upload to our Services. The Customer grants us a perpetual, irrevocable and transferrable right to include the Customer Data in our database and store, use and distribute the Artwork Information through our Services, including but not limited to changing the digital format of images, making Artwork Information and other Customer Data available in our database and our Services. Customer Data which is not considered Artwork Information will be used in our personalized Services and not made available to others unless this follows from the nature of the Service (i.e. displaying information about you or your business)

9. PRIVACY AND DATA PROTECTION

We will treat all personal data in accordance with current data protection laws and in accordance with our privacy policy, which is available at www.locarto.com/privacypolicy. Our corporate Customers must obtain and document that necessary consents to process user specific data (to the extent necessary) relating to other individuals affiliated with the corporate Customer, including but not limited to storing and transferring the data to us for processing and presenting the Customer Data and other data provided by the Customer and/or the users as part of the Services.

10. CONFIDENTIALITY

The information made available in our Services are normally not deemed confidential. Any other information about our business, technology, software, database or products that may be disclosed in connection with the Services is of a confidential nature and shall not be disclosed without our permission, unless such information is already publicly know.

11. CONSENT TO THE USE OF ELECTRONIC COMMUNICATION

The agreement is entered into and/or amended by electronic communication and the Customer accepts that the conclusion of the agreement and information related to the implementation of the agreement and service information takes place in electronic form.

12. CUSTOMER'S SYSTEM AND TRANSMISSION

Our Customers must ensure that their own equipment and transmission capacity is in accordance with the technical specifications and system requirements described at www.Locarto.com/requirements.

13. HOSTING AND CONNECTION

The LocartoArtsoft-2B database, associated files, and application are hosted on a highly secure regionally hosted Amazon Web Services server behind a host of cryptographic protocols. 128-bit SSL Browser encryption is enforced using automated HTTPS-only connections. SSL certificate protection using the ACME challenge protocol is used to validate the Web server as a trusted connection. Certificates are renewed every 90 days. Access to the Amazon server is limited to our in-house Locarto server administrators and only accessible via a Secure Shell (SSH) password-less connection. Internet speed and availability may depend on hardware and connections beyond our control.

14. BACKUP

LocartoArtsoft-2B backups are performed automatically on a daily basis.

15. TECHNICAL SUPPORT

Our Customers may request technical support via e-mail or telephone available on our web-site. We normally respond to request for support as soon as we can and within a 24 hours. Our technical support relate to our Services and we are not responsible for supporting Customers’ networks or computer hardware or for technical support for software other than that provided by Locarto.

16. TRAINING

Each subscription include one online training session. The online training session will be available upon initial software implementation, or at the Customer’s request up to 30 days after implementation. Additional training for subscribed users may be ordered as a chargeable service at our current standard rates, which will be charged in advance.

17. DATA EXTRACTION

You have the right to request a copy of the Customer Data that relate to your user account which we have stored in our database. An active subscription is required for the Customer to perform this extraction. The Customer Data may be exported by using the tools provided in the application.

18. COPYRIGHT AND INFRINGEMENT

Customer represents and warrants that any Customer Data or other data uploaded by Customers to our Service shall not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic or unlawful; (d) otherwise violate the rights of a third party; or (e) contain any personally identifiable information of any individual without such individuals consent. Customer agrees that any use of the Services contrary to or in violation of the representations and warranties of Customer in this section constitutes unauthorised and improper use of the Services. We reserve the right to suspend the access to and use of the Services at any time in the event of infringement of third party copyright rights, upon receipt of notification by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if we or Customer believes that a copyrighted work has been copied and posted via the Services in a way that constitutes copyright infringement, Customer shall provide us with the following information: (a) an electronic or physical signature of the person authorised to act on behalf of the owner of the copyrighted work; (b) an identification and location in connection with the Services of the copyrighted work that Customer claims has been infringed; (c) a written statement by Customer that Customer has a good faith belief that the disputed use is not authorised by the owner, its agent, or the law; (d) the name and contact information, such as telephone number or email address, of Customer; and (e) a statement by Customer that the above information in Customer’s notice is accurate and, under penalty of perjury, that Customer is the copyright owner or authorised to act on the copyright owner’s behalf. Such notice of claims of copyright infringement shall be promptly sent to legal@locarto.com. The Customer is responsible for any use of the information made available through our Services, including without limitation any liability for copyright fees. If you request a data extraction, we will send you electronic copies of your Customer Data in the format currently used by us.

19. SUSPENSION OF SERVICE AND TERMINATION

19.1. Suspension

We may temporarily suspend and/or terminate the Services you have ordered in the event of a breach of these Terms or any use of our Services which is not in accordance with these Terms and instructions published on our website.

19.2. Termination

The agreement is effective as long as the Customer has an active subscription and/or an active account with us. Customer's may not terminate prepaid subscriptions for convenience before the end of the subscription period, unless the confirmation you have received when the subscription was paid explicitly states that the Service may be cancelled. In the event of non-payment, breach of the guidelines for using the Service or any material breach of these Terms, we have the right to terminate the agreement and permanently disable access to the Service. The following clauses shall survive the termination of this agreement; 5 (Ownership and intellectual property rights), 7 (Limitations of use and restrictions), 8 (Customer Data) 10 (Confidentiality), 18 (Copyright and infringement), 20 (Our liability and limitation of liability), 21 (Customer liability - indemnification), and 24 (Governing law and Dispute resolution).

20. OUR LIABILITY AND LIMITATION OF LIABILITY

The use of our Services is at the Customer's own risk. Our Services and the software used to provide the Services are intended to conform substantially to the descriptions and specification on our website available. We do not warrant that the software will function without errors, that the Services are available, in whole or in part at all times. The Services may be unavailable for shorter periods of time due to normal maintenance and support. The Customer's sole and exclusive remedies in the event our Services are unavailable are a refund of the subscription fee. Such refund will be proportionate to the period the Service is unavailable. In the event our Services have errors, we will attempt to correct such Services as soon as practically possible. Locarto and its suppliers have no other liability than the remedies described above and we expressly exclude liability for all other damages, including but not limited to the following circumstances related to the use of the Service;

Any information made available through our Service, including news, quotes, data and other information, provided by us, other Customers or third parties is for information only and is not intended for commercial use. Although we make reasonable efforts to curate and verify the information we obtain from Customer's or third parties, we do not guarantee the accuracy of or endorse the views or opinions given by any Customer's and/or third party content provider. Our website and information presented in relation to our Services may point to third party information (i.e. internet sites) that may be of interest to you. We do not endorse or take responsibility for the content on such other sites.

21. CUSTOMER LIABILITY - INDEMNIFICATION

The Customer agrees to defend, indemnify, and hold us harmless from and against all liabilities, claims, or other proceedings, including reasonable attorneys’ fees, that third parties hold us responsible for and which arise out of or relate to the Customer's use of the Services. This particularly applies in situation where a Customer is using our Services for fraud or other malicious purposes or any use of the Service that does not comply with these Terms or other user guidelines. This applies to any third party suit, claim or other legal action (including but not limited to any governmental investigations, complaints and actions), any action for infringement of any trademark, copyright, trade secret, right of publicity or privacy (including defamation), patent or other proprietary right with respect to Customer Data. This indemnification also applies to our employees, contractors, providers, agents, and affiliates and other Customers. Customer will defend at its expense any suit brought against us, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to Customer’s breach or alleged breach of these Terms.

22. ASSIGNMENT

Locarto may assign and transfer any claims for payment to third parties without restrictions. The Customer shall not purport to assign, transfer, charge or otherwise deal with any of its rights or obligations under this Agreement or grant, declare, create or dispose of any right or interest in it, without our consent.

23. CHANGES TO THESE TERMS

From time to time we may change these Terms and we will keep you updated about changes and from which time the take effect. The changes will be effective with immediate effect from the date we announce. In the event you find the changes to have an adverse effect for you, you will have the possibility to cancel any ongoing subscriptions. In the event you choose to cancel your subscription, the cancellation will take effect from the first date in the second month after you sent the cancellation notice.

24. GOVERNING LAW AND DISPUTE RESOLUTION

The agreement is subject to and shall be interpreted in accordance with Norwegian law. Any dispute that may arise as a result of the agreement shall be resolved amicably through negotiations. Disputes not resolved through negotiations may be brought before the Oslo District Court.