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You agree to these Terms by clicking to accept these Terms, executing a document that references them, or using the Services.
Articence Inc will treat your Content as confidential information and only use and disclose it in accordance with these Terms (including the Articence Inc privacy notices). However, your Content is not regarded as confidential information if such Content: (a) is or becomes public (other than through breach of these Terms by Articence Inc); (b) was lawfully known to Articence Inc before receiving it from you; (c) is received by Articence Inc from a third party without knowledge of breach of any obligation owed to you; (d) is shared in the context of your account being identified by you as a business owned account or migrated to an organization’s Enterprise account, if your account is registered using a work email address within that organization; or (e) was independently developed by Articence Inc without reference to your Content. Articence Inc may disclose your Content when required by law or legal process, but only after Articence Inc, if permitted by law, uses commercially reasonable efforts to notify you to give you the opportunity to challenge the requirement to disclose.
Articence Inc will store and process your Content in a manner consistent with industry security standards. Articence Inc has implemented appropriate technical, organizational, and administrative systems, policies, and procedures.
If Articence Inc becomes aware of any unauthorized or unlawful access to, or acquisition, alteration, use, disclosure, or destruction of, personal data related to your account (“Security Incident”), Articence Inc will take reasonable steps to notify you without undue delay, but in any event within 72 hours of becoming aware of the Security Incident impacting your account. Articence Inc will also reasonably cooperate with you with respect to any investigations relating to a Security Incident, any required notices, and providing information reasonably requested by you and available to us in relation to any Security Incident, where such information is not already available to you in your account or online through updates provided by Articence Inc.
3. Your Content
3.1 You Retain Ownership of Your Content.
You retain ownership of all of your intellectual property rights in your Content. Articence Inc does not claim ownership over any of your Content. These Terms do not grant us any licenses or rights to your Content except for the limited license described in these Terms.
3.2 Limited License to Your Content.
You grant Articence Inc a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit your Content, but only for the limited purposes of providing and improving the Services and as permitted by the Articence Inc privacy notices. This license for such limited purposes continues even after you stop using our Services, with respect to aggregate and de-identified data derived from your Content and any residual backup copies of your Content made in the ordinary course of Articence Inc's business (subject to our retention policies). This license also extends to any trusted third parties we work with to the extent necessary to provide and improve the Services.
3.3 Representations and Warranties.
You represent and warrant that: (a) you own or control the appropriate rights in and to your Content, including any intellectual property owned by third parties; and (b) you will not submit, upload, or otherwise make available via the Services, any Content or materials that are in breach of our Acceptable Uses Policy.
3.4 Responsibility for Your Content.
The Services may display content not owned by Articence Inc but by others. The entity that makes such content available is responsible for it. You are responsible for your Content, and you must ensure that you have all the rights and permissions needed to use that Content in connection with the Services. Articence Inc is not responsible for any actions you take with respect to your Content, including sharing it publicly. Subject to applicable law, Articence Inc is not liable for your Content, any other third-party content or materials, or any loss or damage resulting from your use of, or reliance on, such Content or other third-party content or materials.
You acknowledge that, to ensure compliance with legal obligations, Articence Inc may be required to review certain of your Content submitted to the Services to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). We may also modify, prevent access to, delete, or refuse to display your Content that we believe violates the law or these Terms. In the event your Content includes third-party brands, logos or other source identifiers, we may require you to submit a statement of non-affiliation before you may use such Content in connection with the Services. However, Articence Inc otherwise has no obligation to monitor or review any content submitted to the Services.
ocess available under local law.
4. Articence Inc IP
Neither these Terms nor your use of the Services grants you ownership in the Services or the content you access through the Services (other than your Content). Except as permitted by our Brand and Trademark Use Policy, these Terms do not grant you any right to use Articence Inc’s trademarks or other brand elements.
If you submit any feedback or suggestions to us regarding our Services, we may use and share them for any purpose without any compensation or obligation to you.
6. Third Party Resources
Articence Inc may publish links in its Services to internet websites maintained by third parties. Articence Inc does not represent that it has reviewed such third party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with the Services are the property of their respective owners.
7. Account Management
7.1 Keep Your Password Secure.
If you have been issued an account by Articence Inc in connection with your use of the Services, you are responsible for safeguarding your password and any other credentials used to access that account. Accounts may not be shared and may only be used by one individual per account.
7.2 Keep Your Email and Account Details Accurate.
7.3 Remember to Backup.
You are responsible for maintaining, protecting, and making backups of your Content. To the extent permitted by applicable law, Articence Inc will not be liable for any failure to store, or for loss or corruption of, your Content.
7.4 Account Inactivity.
Articence Inc may terminate your account and delete any Content contained in it if there is no account activity (such as a log in event ) for over 12 months. However, where appropriate, we will attempt to warn you by email before terminating your account to provide you with an opportunity to log in to your account so that it remains active.
Articence Inc may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality. The most current version will always be posted on the Articence Inc website. If
8. Changes to Services.
Articence Inc constantly changes and improves the Services. Articence Inc may add, alter, or remove functionality from a Service it provides to you at any time without prior notice. Articence Inc may also limit, suspend, or discontinue a Service provided to you at its discretion. If Articence Inc discontinues a Service, we will give you reasonable advance notice to provide you with an opportunity to obtain a copy of your Content from that Service.
9. Disclaimers, Limitations of Liability and Indemnification
While it is in Articence Inc’s interest to provide you with a great experience when using the Services, there are certain things we do not promise about them. We try to keep our online Services up, but they may be unavailable from time to time for various reasons. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ANY GUIDANCE OR RECOMMENDATIONS THEREIN ARE PROVIDED “AS IS” AND Articence Inc DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES.
9.2 Exclusion of Certain Liability.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, Articence Inc (INCLUDING ITS AFFILIATES AND ITS AND THEIR OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS) WILL NOT BE LIABLE FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF Articence Inc HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
9.2 Limitation of Liability.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF Articence Inc (INCLUDING ITS AFFILIATES AND ITS AND THEIR OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS WILL NOT EXCEED THE LESSER OF: (A) THE AMOUNTS PAID BY YOU TO Articence Inc FOR USE OF THE SERVICES AT ISSUE DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; AND (B) US$100.00.
IN COUNTRIES WHERE THE ABOVE TYPES OF EXCLUSIONS (SECTION 13.2) AND/OR LIMITATIONS (SECTION 13.3) ARE NOT PERMITTED BY LAW, WE ARE RESPONSIBLE TO YOU ONLY FOR YOUR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE ALL REASONABLE SKILL AND CARE OR THAT DIRECTLY RESULT FROM A MATERIAL BREACH OF THESE TERMS.
While our Services are most often used for business, we acknowledge that the laws of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you are such a consumer using our Services for non-business reasons, nothing in these Terms limits any of those consumer rights.
If you are a business, you will indemnify and hold harmless Articence Inc (including its affiliates and its and their officers, agents, and employees) from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding or in connection with your or your end users’ use of the Services or breach of these Terms, to the extent that such liabilities, damages and costs were caused by you or your end users.