This end-user licence agreement (Licence Agreement) is a legal agreement between you (you, your) and Vitrine London Limited of 71 Highfield Gardens, NW11 9HA (registered number 08936818) (ArtNote, us, we, our) in relation to the ArtNote mobile application software (App). The App provides a means for recording and sharing art images and for private art collectors to manage and share their art.
We licence use of the App to you on the basis of this Licence Agreement and subject to any rules or policies applied by the appstore provider or operator from whose site (Appstore), you downloaded the App (Appstore Rules).
By downloading the App you agree to the terms of this Licence Agreement which will bind you. If you do not agree to the terms of this Licence Agreement, we will not license the App to you.
You should print a copy of this Licence Agreement for future reference.
1.1 The terms of this Licence Agreement apply to the App or any of the services accessible through the App (Services), including any updates or supplements to the App or any Service (unless they come with separate terms, in which case those terms apply). If any open-source software is included in the App or any Service, the terms of an open-source licence may override some of the terms of this Licence Agreement.
1.2 If you have downloaded the App onto a device that does not belong to you, you will be assumed to have obtained permission from the owner of the device to have done so. You accept responsibility in accordance with the terms of this Licence Agreement for the use of the App or any Service on or in relation to any device, whether or not it is owned by you.
2. Privacy and marketing
2.2 Additionally, by using the App or any Service, you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any information you send using the App or any Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
We provide the basic App free of charge. Charges may apply for future enhancements and usage. However, you (or the owner of the device onto which the App has been downloaded) may be charged by your or their service providers for internet access on the device.
4. Grant and scope of licence
4.1 In return for you agreeing to abide by the terms of this Licence Agreement, we grant to you a non-exclusive, worldwide licence to use the App on the device onto which you have downloaded it, subject to these terms and the Appstore Rules. You may view, use and display the App on the device for your personal purposes only.
4.2 You have no rights in the App other than those set out in paragraph 4.1 and you may not transfer this licence to any other person.
5. Licence restrictions
Except as expressly set out in this Licence Agreement or as permitted by any local law, you agree:
(a) not to copy or reproduce the App in whole or in part in any way;
(b) not to rent, lease, loan, translate, merge, adapt, vary or modify the App or license it to any other person;
(c) not to make alterations to, or modifications of, the whole or any part of the App, or permit the App or any part of it to be combined with, or become incorporated in, any other programs;
(d) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App or attempt to do any such thing; and
(e) not to provide or otherwise make available the App in whole or in part (including object and source code), in any form to any person.
together (Licence Restrictions).
6. Acceptable use restrictions
(a) not use the App or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Licence Agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the App, any Service or any operating system;
(b) not infringe our intellectual property rights or those of any third party in relation to your use of the App or any Service (to the extent that such use is not licensed by this Licence Agreement);
(c) not use the App or any Service in a way that could damage, disable, overburden, impair or compromise our or another party’s systems or security or interfere with other users; and
7. Intellectual property rights
7.1 You acknowledge that all intellectual property rights in and to the App and the technology used or supported by the App (Technology) or any Service anywhere in the world belong to us or our licensors, that rights in the App are licensed (not sold) to you, and that you have no rights in, or to, the App or the Technology other than the right to use each of them in accordance with the terms of this Licence Agreement.
8.1 If you become aware of any loss or theft or unauthorised use of your security details for the App or of your Device, you must notify us immediately by contacting us at email@example.com.
9.1 We do not guarantee that the App or any Service will always be available or be uninterrupted. We will not be liable to you if the App is unavailable at any time, including for any period due to maintenance and upgrades to our system or for any reason outside our reasonable control (such as unplanned disruptions to our system, upgrades, maintenance or other disruptions to our licensors’ or another party’s system, failure of public or private telecommunications networks or if you are outside an area of mobile phone coverage).
10. WARRANTIES AND INDEMNITY
10.1 You warrant and represent that your use of the App and any Service, including any content or materials you display, does not breach the intellectual property or other proprietary rights of any third party.
10.2 You acknowledge and agree that any content and materials obtained, or products and services purchased or licensed, through the use of the App or any Service is done so at your sole risk, and you will be solely responsible for the use of any such content and material, or the purchase or license of any such products and services.
10.3 You acknowledge and agree that you are responsible for your use of the App and any Service. Accordingly, you indemnify us against any loss, liability, claim, or demand made by any third party due to or arising out of or in connection with your use of the App or any Service, and any breach by you of your representations and warranties set out in this Licence Agreement.
11. Limitation of liability
11.1 To the maximum extent permitted by law, we will not be liable for any direct, indirect, incidental, special, consequential, exemplary or punitive damages, or any other damages whatsoever (including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses), arising out of, or resulting from;
(a) your use or inability to use the App or any Service;
(b) your use of any content or materials within the App or any Service, including the content of another user;
(c) any purchase or license by you of any goods (including works of art) or services, or other transactions entered into through the use of the App; and
(d) unauthorised access to or alteration of your or another user’s content on the App.
11.2 Subject to paragraph 11.1, our total liability for all damage, loss, costs and expenses will not exceed the amount paid by you to us (if any) for using the App, or GBP 30, whichever is the greater.
12.1 You may terminate this Licence Agreement at any time by uninstalling the App from your device.
12.2 We may terminate this Licence Agreement by giving you 30 days’ written notice, or we may do so immediately by written notice to you:
(a) in exceptional circumstances such as reasons of fraud;
(b) if you commit a material or persistent breach of this Licence Agreement which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so; and
(c) if you breach any of the Licence Restrictions or the Acceptable Use Restrictions.
12.3 On termination for any reason:
(a) all rights granted to you under this Licence Agreement will cease;
(b) we will block you from accessing the App; and
(c) you must delete or remove the App from all your devices.
13. Communication between us
13.1 If you wish to contact us in writing, or if any condition in this Licence Agreement requires you to give us notice in writing, you can send this to us at firstname.lastname@example.org. We will confirm receipt of this by contacting you in writing, normally by SMS or email.
13.2 If we have to contact you we will do so by SMS, email or by post to the address we hold for you although we will only send formal notices by email or post and not by SMS.
14. Changes to this Licence Agreement
14.1 We may change these terms at any time, including for the following reasons:
(a) if the change is in your favour;
(b) to amend an error;
(c) to make them easier for you to understand;
(d) if the App changes, or we introduce new services or features to it;
(e) to reflect changes in market conditions such as system capabilities, methods of operation, changes in technology, fraud prevention requirements and/or payment methods;
(f) if the law or a code of practice changes or is likely to change.
14.2 We will give you notice of any changes before they take place but, if the change is in your benefit, we may make it and tell you about it afterwards. Notice of changes will be given by sending you an email with details of the changes or notifying you of them when you next start the App. The new terms may be displayed on-screen and you may be required to read and accept them to continue your use of the App.
14.3 From time to time updates to the App may be issued through the Appstore. Depending on the update, you may not be able to use the Services until you have downloaded or streamed the latest version of the App and accepted any new terms.
15. Acknowledgments and terms required by Appstore operators
This paragraph only applies if you have downloaded the App from the Apple Appstore. References to the Appstore Operator in this paragraph are to the operator of the Apple Appstore.
15.1 We and you acknowledge that:
(a) this Licence Agreement is between you and us only and not between you and the Appstore Operator;
(b) the Appstore Operator has no obligation whatsoever to provide any maintenance and support services with respect to the App;
(c) to the maximum extent permitted by law, the Appstore Operator will have no warranty obligation whatsoever with respect to the App and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to comply with any warranties will be our responsibility subject to the terms of this Licence Agreement;
(d) without affecting any of the other terms of this Licence Agreement, we and not the Appstore Operator are responsible for addressing any claims by you or another party relating to the App or your licence or use of it including (i) product liability claims; (ii) any claims that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy or similar legislation;
(e) in the event of another party claiming that the App or your licence or use of the App infringes that party’s intellectual property rights, we and our licensors, and not the Appstore Operator, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim; and
(f) the Appstore Operator and its subsidiaries are third party beneficiaries of this Licence Agreement and, upon acceptance of the terms of this Licence Agreement, the Appstore Operator will have the right (and will be deemed to have accepted the right) to enforce the Licence Agreement against you as a third party beneficiary to it.
15.2 We acknowledge that we and not the Appstore Operator are responsible for the App and the Services and any content included within them.
15.3 You must comply with any applicable agreements with another party when using the App.
15.4 You agree that the following are true:
(a) You are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and
(b) You are not listed on an U.S. Government list of prohibited or restricted parties.
16. NOTICE AND TAKEDOWN PROCEDURE
16.1 We act in good faith when we make content available via the App. However, despite this, we recognise that from time to time certain published content may breach copyright laws, contain personal data, or may be regarded as obscene or defamatory. If you are concerned that you have found content on the App for which you have not given permission to publish, which contravenes privacy laws, is obscene or defamatory or infringes copyright laws, then please notify us in writing at email@example.com providing your contact details, full details of the content, where you found the content, the reason for your request and, in the case of a copyright issue, provide appropriate proof that you are the rights holder or an authorised rights holder.
16.2 We will then acknowledge receipt of your complaint and will have the right to remove the relevant content from the App pending our investigation and resolution of your complaint.
17. Other important terms
17.1 We have the right to remove your content from the App at any time and without notice.
17.2 We may transfer our rights and obligations under this Licence Agreement to another organisation, but this will not affect your rights or our obligations under this Licence Agreement.
17.3 You may only transfer your rights or obligations under this Licence Agreement to another person if we agree in writing.
17.4 If we fail to insist that you perform any of your obligations under this Licence Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
17.5 Each of the conditions of this Licence Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
17.6 This Licence Agreement, its subject matter and its formation, are governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction.