Arti D2 Ltd. (“Arti“, “us“, “our“, or “we“) has developed software that allows users to create real-time augmented reality content (“Software“) and an application through which the Software can be used (“App“). These Terms of Service (“Terms“) govern your access to and use of the App and services available thereon (“Services“). Our Privacy Notice, available at https://www.arti.tv/privacy-policy (“Privacy Notice“) governs our collection, processing, and transfer of any Personal Data (as such term is defined in the Privacy Notice). “You” means an individual using the Software, App, and/or Services.
Please read these Terms carefully. By clicking on the button marked “I agree” you signify your assent to these Terms. Changes may be made to these Terms from time to time. If you do not agree to any of these Terms, please do not click the button marked “I agree” and do not use the Services.
If you are registering on behalf of any entity or company (“Company“), you represent that you are authorized to enter into, and bind the Company to these Terms and register for the Services. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules, and regulations applicable to you and the Company, and the right to access the Services is revoked where these Terms or use of the Services is prohibited.
1. Use of Services
1.1. Subject to these Terms, Arti allows you to access the App and use the Software and Services on a limited, non-exclusive, non-transferrable basis. Other than with respect to any outstanding subscriptions, Arti may, at its sole discretion and at any time, modify or discontinue providing the Services or any part thereof without notice and shall not be liable to you or any third party for any modification or discontinuance of the Services.
1.2. Use of and access to the Services is void where prohibited by law. You represent and warrant that (a) any and all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older and have the ability to form a binding contract; (d) your use of the Services does not violate any applicable law, regulation, or obligation you may have to a third party; and (e) you shall comply with applicable laws, regulations, guidelines, and these Terms throughout your use of the Software, App and/or Services. To the extent you are registering on behalf of a Company, you further represent and warrant on behalf of such Company that with respect to Personal Data of Users (as defined below), (i) each of the Company and Arti shall be considered a separate, independent controller of such Personal Data; (ii) the Company has provided adequate notice and obtained all necessary consents required under applicable law to provide such Personal Data to Arti and to allow Arti to process and share such data for the provision of the Services and for Arti’s internal business purposes, including improvement of the Services, all as detailed in Arti’s privacy notice available at https://www.arti.tv/privacy-policy (“Privacy Notice“); and (iii) Company shall ensure that a record of such consents is maintained, all as required under applicable law.
1.3. Arti offers different plans to suit your needs (“Plans“). Different Plans include different features, scopes, fees, and payment terms all as listed on Arti’s website. Upon registration on behalf of a Company, you can indicate your choice of Plan.
1.4. Through the Services, you will be able to record/create real-time augmented reality elements in videos (each such video, a “Video“) and stream Videos in real-time. Company and Users on its behalf are granted the right to record and/or create and/or broadcast a maximum number of Videos concurrently as permitted in the Plan for which the Company has registered. It is clarified that once the Video is created, Company may continue to stream, broadcast, or otherwise use the Video at its discretion and without limitations.
2. Account Registration
2.1. In order to access the App and Services, Company’s designated personnel (“Users“) will be required to have registered accounts. The individual who opens the Company’s account will be considered an “Administrator“. An Administrator may register additional Users that will have access to the Company’s account. Each additional User will be required to complete the registration process and accept these Terms. Users may change their passwords after their initial login. If you are an Administrator, you represent and warrant that you have lawfully received any necessary consent and have the full right and power to provide Arti with any Personal Data of a third party that you provide for registration purposes and that you will only provide Personal Data of individuals associated with the Company. We may indicate that the provision of some information is optional, but your agreement to provide such information may assist us in providing you with improved Services.
2.2. The maximum number of Users will be in accordance with the Plan for which the Company has registered.
2.3. Arti may refuse to open an account for any individual at its sole discretion, subject to applicable law.
2.4. You agree to notify us immediately of any unauthorized use of your account or password. You are fully and solely responsible for the security of your computer system and/or mobile device and all activity on your account, even if such activities were not committed by you. To the fullest extent permitted by applicable law, Arti will not be liable for any losses or damage arising from unauthorized use of your account or password and you agree to indemnify and hold Arti harmless for any unauthorized, improper or illegal use of your account and any charges and taxes incurred unless you have notified us via e-mail at email@example.com that your account has been compromised and have requested that we block access to it, which we will do as soon as reasonably practicable. We do not police for and cannot guarantee that we will learn of or prevent any inappropriate use of the Services.
3. Terms and Termination of Account
3.1. These Terms will be in effect for the term of the applicable Plan for which the Company has registered unless terminated earlier by either party in accordance with the provisions hereof. To the extent the Company has registered for a Plan that includes a pilot period, the Company may terminate these Terms during such pilot period.
3.2. To the extent you are entering these Terms on behalf of a Company, these Terms may be terminated by either Arti or the Company upon breach of these Terms by the other party by providing seven (7) days’ prior written notice. Breach of these Terms by any of Company’s Users shall be considered grounds for termination by Arti.
3.3. To the extent you are entering these Terms as a User, these Terms may be terminated by Arti in the event that the Terms or any other agreement entered between the Company and Arti is terminated, suspended, or expired or in the event of any behavior of the User that is illegal or harmful to other Users or third parties.
3.4. If your Company or User account is terminated, Arti may remove any Content (as defined below) associated with such account and take any other corrective action it deems appropriate. In such event, you shall not have any further access to any Content that may be available through your account and you shall delete the Software and App from any devices on which they have been installed. You may not rejoin Arti again without express permission. Any suspension or termination of an account shall not affect the applicable Company’s or User’s obligations under these Terms (including but not limited to ownership, indemnification, any representations and warranties, and limitation of liability), which by their sense and context are intended to survive such suspension or termination.
3.5. We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior through the App. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity, behavior or Content of anyone believed to have violated these Terms or to have engaged in illegal behavior in connection with the App.
4. Fees and Payment
4.2. Fees paid in advance are not refundable, provided, however, that in the event that the Company terminates these Terms in accordance with Section 3.2 above, due to breach by Arti, the Company shall be entitled to receive a pro-rated refund of any amounts paid in respect of the period following termination.
4.3. All amounts payable hereunder are exclusive of all applicable VAT, taxes, and government charges and Company shall make payment to Arti without deduction for and free and clear of any such amounts.
5.1. Certain types of content may be made available through the Services. “Content” as used in these Terms means, collectively, all content on or made available through the Services, including any images, photos, pictures, Videos, augmented reality elements, and any modifications or derivatives of the foregoing. Arti allows you to upload, modify, and create certain content including but not limited to images, pictures, Videos, and/or augmented reality elements on or through the Services, referred to herein as “User Content“.
5.2. Content comes from a variety of sources. You understand that Arti is not responsible for the accuracy, usefulness, safety, appropriateness of, or infringement of any intellectual property rights of or relating to this Content (including but not limited to the User Content). Although Users must agree to these Terms, it is possible that other users (including unauthorized users) may transmit offensive or obscene materials and that you may be involuntarily exposed to such offensive or obscene materials. You hereby waive any legal or equitable rights or remedies you have or may have against us with respect.
5.3. ARTI DOES NOT ENDORSE ANY CONTENT (INCLUDING WITHOUT LIMITATION ANY USER CONTENT) OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED IN ANY CONTENT AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH THE CONTENT AND/OR USER CONTENT. ARTI DISCLAIMS ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF ANY AND ALL USERS (INCLUDING EMPLOYEES AND UNAUTHORIZED USERS), WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE APP OR OTHERWISE.
6. User Content Restrictions
6.1. Arti has no obligation to accept, display, or maintain any User Content. Moreover, Arti reserves the right to remove and permanently delete any User Content uploaded by you, without notice and for any reason. You are and shall remain at all times fully and solely responsible for any User Content that you upload to the Services. You represent and warrant that any User Content that you upload (i) complies with applicable law; (ii) does not infringe or violate any third-party intellectual property rights, privacy or publicity rights, or moral rights; and (iii) that you have all necessary rights and authorities to submit such User Content.
6.2. Arti may, at its sole discretion, choose to monitor User Content for inappropriate or illegal behavior, including through automatic means, provided, however, that Arti reserves the right to treat User Content as content stored at the direction of users for which Arti will not exercise editorial control except when violations are directly brought to Arti attention. In addition, Arti may access and modify any User Content for the purposes of debugging without the need for your advanced approval. Any such access and debugging shall be considered part of the Services.
6.3. It is possible for others to obtain Personal Data about you due to your use of the App, including through any User Content that you make available through your account. Anyone receiving or viewing User Content may use information you provided through such User Content (such as your contact details or location) for purposes other than what you intended. By making any information available through the App you acknowledge that you understand and have agreed to such risks.
7. Use Restrictions. You may not do or attempt to do or facilitate a third party in doing any of the following: (1) decipher, decompile, disassemble, or reverse-engineer any of the software and/or code, if and as applicable, used to provide the Software, App, or Services without our prior written authorization, including framing or mirroring any part of the Software, App, or Services; (2) circumvent, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content; (3) use the Software, App, or Services or content thereon in connection with any commercial endeavors in any manner, except for the purposes specifically set forth in these Terms; (4) use any robot, spider, Software search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Software, App, or Services; (5) use or access another user’s account or password without permission; (6) use the Software, App, or Services or content thereon in any manner not permitted by these Terms.
8. Intellectual Property
8.1. Arti IP. Arti and its licensors, as the case may be, own all rights, title, and interest in the Software, App, and Services and all technical innovations that provide them, as well as in all modifications, enhancements, and updates thereto and all worldwide intellectual property rights, and the trademarks, service marks, and logos contained therein. Except as expressly permitted herein, you may not copy, further develop, reproduce, republish, modify, alter download, post, broadcast, transmit, or otherwise use the Content of the App or Services for any purpose. You may not remove, alter or conceal any copyright, trademark, service mark, or other proprietary rights notices incorporated in the App or other materials if any. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these Terms or on the App grants you any right to use any trademark, service mark, logo, or trade name of Arti or any third party. Nothing in these Terms shall be interpreted to provide Customer with any rights in the Software, App, or Services except the limited right to use the Software through the App and to receive the Services subject to the terms and conditions hereof. If you provide Arti with any feedback regarding any content on the Software, App, and/or Services, Arti may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback.
8.2. The Company and/or the User, as applicable, shall have all right, title, and interest in User Content submitted or created through the App, including, without limitation, any Videos. By submitting any User Content, you grant Arti and its successors and assignees a worldwide, non-exclusive, royalty-free, sub-licensable, and transferable license under any of your intellectual property, moral or privacy rights to use, copy, distribute, transmit, modify, prepare derivative works of, alter, and/or decompile such User Content on, through or in connection with the Services, including, without limitation for the purpose of debugging User Content as provided above.
9. Confidentiality. Either party (“Disclosing Party“) may disclose to the other party (“Receiving Party”) certain confidential information regarding the technology and business of the Disclosing Party (“Confidential Information“). The terms of these Terms and any feedback provided by you shall be considered the Confidential Information of Arti. User Content shall be considered the Confidential Information of the Company. The Receiving Party agrees to keep confidential and not disclose or use any Confidential Information except for purposes of providing or receiving the Services or in furtherance of the relationship of the parties hereunder. Confidential Information shall not include information that the Receiving Party can show (a) was already lawfully known to or independently developed by the Receiving Party without access to or use of Confidential Information; (b) was received from any third party without restrictions; (c) is publicly and generally available, free of confidentiality restrictions; or (d) is required to be disclosed by law, provided that the Receiving Party provides the Disclosing Party with prompt notice of such requirement and cooperates in order to minimize such requirement. The Receiving Party shall restrict disclosure of Confidential Information of the Disclosing Party to those of its employees and independent contractors with a reasonable need to know such information for the purposes of these Terms and which are bound by non-disclosure and non-use obligations no less restrictive than those set out herein.
10.1. The policy of Arti is not to infringe upon or violate the intellectual property rights or other rights of any third party, and Arti will refuse to use and remove any User Content in connection with the Services that infringe the rights of any third party. Under the Digital Millennium Copyright Act of 1998 (the “DMCA”), Arti will remove any Content (including without limitation any User Content) if properly notified that such material infringes third party rights, and may do so at its sole discretion, without prior notice to users at any time. The policy of Arti is to terminate the accounts of repeat infringers in appropriate circumstances.
10.2. You are in the best position to judge whether User Content is in violation of intellectual property or personal rights of any third-party. You accept full responsibility for avoiding infringement of the intellectual property or personal rights of others in connection with User Content.
10.3. If you believe that something appearing on the Services infringes your copyright, you may send us a notice requesting that it be removed, or that access to it blocked. If you believe that such a notice has been wrongly filed against you, the DMCA allows you to send us a counter-notice. Notices and counter-notices must meet the DMCA’s requirements. We suggest that you consult with your legal advisor before filing a notice or counter-notice. Be aware that there can be substantial penalties for false claims. Send notices and counter-notices to us by contacting us at firstname.lastname@example.org.
11. Disclaimers and Disclaimer of Warranty
11.1. Your use of the Software, App, and/or Services is at your sole discretion and risk. The Software, App, and Services, along with all Content thereon, are provided on an AS IS and AS AVAILABLE basis without warranties of any kind. We do not represent or warrant that Services will be useful for your needs.
11.2. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SOFTWARE, APP, AND/OR SERVICES OR ANY CONTENT THEREON, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE. WE DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SOFTWARE, APP, AND/OR SERVICES; OR (II) THAT THE SOFTWARE, APP, OR SERVICES WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; OR (III) REGARDING THE PERFORMANCE OF OR ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED ON THE APP AND/OR SERVICES.
11.3. No advice or information, whether oral or written, obtained by you from us, shall create any warranty that is not expressly stated in these Terms. If you choose to rely on such information, you do so solely at your own risk. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.
11.4. You acknowledge and agree that Arti is not a data retention service. You therefore must create backups of your data, and Arti shall have no responsibility or liability in respect of any loss of, damage to, or corruption of any such data.
12. Limitation of Liability
12.1. In addition to the foregoing, we assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any Content or Services. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems or equipment, servers or providers, software, failure due to technical problems or traffic congestion on the Internet or on the Services. Under no circumstances shall we be responsible for any loss or damage, including personal injury or death and any injury or damage to any person’s mobile device or computer, resulting from use of the Software, App, Services, from any Content, or from the conduct of any Users of the App, whether online or offline. In addition, we assume no responsibility for any incorrect data, including Personal Data provided by you or on your behalf and you hereby represent and warrant that you are solely responsible for any and all data provided to Arti, including any incorrect data and you shall assume any and all liability for any consequences of the provision of such incorrect data to us.
12.2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT, SHALL EITHER PARTY, ITS OFFICERS, DIRECTORS, EMPLOYEES, ASSIGNEES, OR AGENTS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH USE OF OR ACCESS TO THE SOFTWARE, APP AND/OR SERVICES, INCLUDING BUT NOT LIMITED TO THE QUALITY, ACCURACY, OR UTILITY OF ANY CONTENT, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ARTI’S CUMULATIVE LIABILITY TO YOU EXCEED AMOUNTS PAID TO ARTI BY THE COMPANY IN RESPECT OF THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE APPLICABLE CLAIM OR CAUSE OF ACTION.
13.1. You agree to defend, indemnify, and hold harmless Arti and its officers, directors, and employees from and against any and all damages, costs, losses, liabilities, or expenses (including court costs and reasonable attorneys’ legal fees) that Arti may suffer or incur in connection with any actual or threatened claim, demand, action or other proceedings by any third party arising from or relating to (i) any breach of this Agreement by your or anyone on your behalf, including, without limitation, breach of any representations and warranties; (ii) use or misuse of the Software, App, and/or Services; or (iii) infringement of a third party’s intellectual property or other rights, including but not limited to relating to materials included in the User Content. You may not settle or compromise such a suit without the written consent of Arti. Arti may be represented in any such suit by counsel of its own choosing at its own expense.
13.2. Arti shall defend, indemnify and hold harmless you (and your officers, directors, and employees, to the extent applicable) from and against any and all damages, costs, losses, liabilities or expenses (including court costs and reasonable attorneys’ legal fees) that you may suffer or incur in connection with any actual or threatened claim, demand, action or other proceeding by any third party arising from or relating to a claim that the Software, App, or Services, as delivered, infringe any patent or copyright or misappropriate any trade secret, provided however, that Arti shall have no responsibility or liability for any claim to the extent resulting from or arising out of (a) the use of the Software, App, or Services not in compliance with these Terms or applicable law; (b) the combination of the Software, App, or Services with any services not provided by Arti; (c) the modification of the Software, App, or Services by any party other than Arti; or (d) the use of any version of the Software, App, or Services that is not the most up-to-date version. You may not settle or compromise such a suit without Arti’s written consent. Arti may be represented in any such suit by counsel of its own choosing at its own expense.
14. Miscellaneous. These Terms shall be governed solely by the laws of the State of Israel, and without regard to the United Nations Convention on the International Sales of Goods and the competent courts in the State of Israel shall have exclusive jurisdiction to hear any disputes arising hereunder. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. Nothing in these Terms creates any agency, employment, joint venture, or partnership relationship between you and Arti or enables you to act on behalf of Arti. Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between us and you pertaining to the subject matter hereof, and any and all other agreements existing between us relating thereto are hereby canceled. We may assign and/or transfer our rights and obligations hereunder to any third party without prior notice. You shall not assign and/or transfer any of your rights or obligations hereunder, and any assignment in violation of the foregoing shall be void. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If we are required to provide notice to you hereunder, we may provide such notice to the contact details you provided upon registration.
Last updated: January 2021