Artedex User Agreement
Terms and Conditions

1. General Terms of Use

A. This document constitutes the agreement between Artedex (“Artedex”) and you as a user of the various services provided by Artedex, Inc. As a user you agree to abide by all of the provisions of this Agreement in order to remain an authorized user of the services. Your use of the services constitutes your agreement to abide by these provisions. You are solely responsible for all use of the services by yourself and by others using your user name and password, and for ensuring that such usage complies fully with the provisions of this Agreement.

B. Artedex reserves the right, at its sole discretion, to change any or all of the provisions of this Agreement at any time. Artedex will notify its users of any changes by posting them on the Artedex site or through other reasonable means of providing notice. Any changes to this Agreement will be effective immediately upon notice to you. Your use of the services after notice of changes to this Agreement have been made will be deemed your acceptance of the changes.

C. Artedex reserves the right, in its sole discretion, to change, limit, or discontinue any aspect, content, or feature of the services, as well as any aspect pertaining to the use of its services. Artedex further reserves the right, at its sole discretion, to restrict the use of the services as well as to suspend or revoke your rights to use the services based on its belief that your use of the services violates what is permitted by this Agreement or or by applicable law.

D. If you do not agree to the provisons of this agreement, or are not satisfied with the services provided by Artedex, your sole and exclusive remedy is to discontinue your use of Artedex services.

2. Fees and Payments: Individual Users

A. Individual Users will pay Artedex all fees, charges, and any applicable taxes associated with the services provided by Artedex in accordance with the current rates, payment terms, and policies specified by Artedex in the applicable services enrollment screens and on-line help. You acknowledge that you will pay Artedex all such fees, charges, and applicable taxes for these services where enrollment has been made using your credit card or other means, whether made by you personally or by someone else in your household or organization. If you enroll in Aritdex services using a credit card, you certify to Artedex that you are at least 18 years of age, and that you are the cardholder of the credit card or that you are authorized by the cardholder to enroll in these services.

You further acknowledge that your obligation to pay Artedex all such fees, charges, and applicable taxes for Artedex services does not depend on usage of these services, and that you remain obligated to pay Artedex for the services regardless of whether they are used or not. Your obligation to pay for the services begins on the date of your enrollment, not the date of your first use of the services. If made available, free trial or free access periods to use the services also begin on the date of your enrollment in Artedex, and not the date of your first use of Artedex services. You may cancel your monthly or annual account for Artedex services during any free trial or free access period without charge. You may also cancel your monthly or annual account for the services at any other time; however, Artedex does not prorate any fees, charges, or applicable taxes associated with the services upon any termination or cancellation and does not refund any such amounts. You may cancel your account for the services by completing and submitting a cancellation form, and instructions for cancellation may be found in the on-line help for the services.

3. Fees and Payments: Institutional and Organizational Users:

If you access or use the Artedex services through an institutional or organizational account, you agree to abide by all of the provisions in this Agreement in order to remain an authorized user of the Artedex services, and your use of these services constitutes your agreement to abide by these provisions. You may also be subject to the provisions of other agreements from your institution or organization. The individual payment and account management provisions of Section 2 of this Agreement do not apply to you as a user through an institutional or organizational account. However, those provisions do apply to you if you are an individual user whose account is paid for by an institution or organization.

4. Content Rights

A. All content and services provided by Artedex are protected by patents, copyrights, trademarks, and other applicable intellectual property and proprietary rights laws and is owned, controlled, and/or licensed by Artedex. Portions of the Artedex services are subject to Patents Pending. Artedex is a trademark of Artedex Corporation or its parent or subsidiaries. All other trademarks appearing on the services are the property of their respective owners.

B. You may download content from the services solely for your personal, internal use. but will make no other use of the content without the express written permission of Artedex and the copyright owner or its authorized agent. You will not modify, publish, distribute, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part, found on the services. You will not make any changes to any content that you are permitted to download under this Agreement, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You also will not "frame" any of the content on the services or the services itself without the express written permission of Artedex and the copyright owner or its authorized agent. You agree that you do not acquire any ownership rights in any downloaded content. Your further agree that all rights in the services and any of the content found on the services not granted to you under this Agreement are expressly reserved to Artedex and/or its licensors.

5. User Rights and Restrictions

A. You will use the services and any content, material, or information provided by the Artedex services solely for lawful purposes. You shall not upload to, distribute to, or otherwise disseminate via Artedex any material or information of any kind that is libelous, defamatory, obscene, pornographic, abusive, or otherwise violates any law or infringes or violates any rights of any other person or entity, or contains a solicitation of funds, advertising, or a solicitation for goods or services.

B. You warrant that any material or information that you make available through the Artedex services, including, for example, postings to chat areas and forums, is solely your original work, or that you have all necessary rights to make the material or information of any other person or entity available to Artedex. You will be solely responsible for the content of any material or information that you make available through the services. You will also be liable for any damage resulting from your making any material or information available through the services.

C. By making any material or information available through the Artedex services, for example, in posting an item for sell in s forum, you automatically grant to Artedex a worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, distribute and sublicense any such material or information (in whole or in part) and/or to incorporate it in other works regardless of form, media, or technology. By making any material or information available through the services, you also grant to users other than yourself the right and license to access, view, store, or reproduce your material and information for that user's personal, internal use.

D. Artedex has no obligation to, and does not and cannot, review every item of material or information that you and users other than yourself make available through the services, and Artedex is not responsible for any content of this material or information. However, Artedex reserves the right to delete, move, or edit any material or information that it deems, in its sole discretion, unacceptable, libelous, defamatory, obscene, pornographic, abusive, or otherwise in violation of any law or that infringes or violates any rights of any other person or entity. Further, Artedex reserves the right at all times to disclose any material or information as necessary to satisfy any law, regulation, or governmental request.

E. Artedex reserves the right to collect and use data about you and your use of the services for purposes such as, for example, performing statistical analyses to assist us in improving the services. Artedex further reserves the right to distribute such data in forms that do not identify you individually or reveal your identity. Artedex may also distribute such data in forms that identify you individually or reveal your identity, but only if you expressly give your consent to such distribution in response to a request made bv Artedex.

6. Disclaimer of Warranties & Limitation of Liability

A. You expressly agree that use of the Artedex services and the Artedex Software (as defined below) is at your sole risk. Neither Artedex nor any of its parents, subsidiaries, affiliates, employees, agents, distributors, third party content providers, or licensors (and their respective directors, officers, employees, and agents) warrant that the services or the Artedex Software will be uninterupted or error free or that they will be free of viruses or other harmful components. nor do they make any warranty as to the results that may be obtained from the use of the services or the Artedex Software, or as to the accuracy, reliability, completeness, or contents of any content, information, material, postings, or posting responses found on the services or the Artedex Software, any merchandise or services provided through the services or the Artedex Software, or any links to other sites or services made available on the services or the Artedex Software.

B. The Artedex services, and all content, material, informaiton, positions, and posting responses found on the Artedex services and the Artedex software are provided on an “as is” basis, without warranties of any kind, either expressed or implied, including, but not limited to warranties of title or implied warranties of merchantability or fitness for a particular purpose.

C. Under no circumstances, including, but not limited to, negligence, shall Artedex (or any of its parents, subsidiaries, affiliates, employees, agents, distributors, third party content providers, or licensors (and their respective directors, officers, employees, and agents), be liable for any indirect, incidental, special or consequential damages that may result from the use of, or the inability to use, any content, information, material, postings, or posting responses on the services, the services itself, or the Artedex Software. These limitations apply regardless of whether the party liable or allegedly liable was advised, had other reason to know, or in fact knew of the possibility of such damages. You specifically acknowledge and agree that Artedex (and any of its parents, subsidiaries, affiliates, employees, agents, distributors, third party content providers, or licensors (and their respective directors, officers, employees, and agents)), is not liable for any defamatory, offensive or illegal conduct of any user, including you. In no event shall the total liability of Artedex (or any of its parents, subsidiaries, affiliates, employees, agents, distributors, third party content providers, or licensors (and their respective directors, officers, employees, and agents)) to you exceed the amount paid by you to Artedex during the twelve (12) months prior to any claim of injury or damage.

7. Indemnification

To the maximum extent permitted by applicable law, you will defend, indemnify and hold harmless Artedex (and any of its parents, subsidiaries, affiliates, employees, agents, distributors, third party content providers, or licensors and their respective directors, officers, employees, and agents) from and against all claims, liability, and expenses, including attorneys' fees and legal fees and costs, arising out of your use of the services or your breach of any provision of this Agreement. Artedex reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You will cooperate as fully as reasonably required in the defense of any claim.

8. Forms of Notice

For individual users, you will contact us by sending electronic mail to Artedex @Artedex.com (or to billing@ Artedex.com for billing and account-related matters). For institutional and organizational users, you will contact us by sending electronic mail to organization@Artedex.com. We will contact you by sending electronic mail to the address you provide to us, or by posting a notice on the services.

9. Termination

Artedex may terminate this Agreement and your use of the services, or discontinue the services, at any time. Artedex shall have the right immediately upon notice to you to terminate your use of the services in the event of any conduct by you which Artedex, in its sole discretion, considers to be unacceptable, or in the event of any breach by you of this Agreement or violation of applicable law.

10. Legal Jurisdiction Governing Performance and Disputes

This Agreement, your performance under it, and any disputes arising under it shall be governed exclusively by the laws of the United States of America and the State of Michigan, without giving effect to their conflict of laws principles. You expressly consent to the exclusive forum, jurisdiction, and venue of the Courts of the State of Michigan and the United States District Court for the State of Michigan in any and all actions, disputes or controversies relat o this Agreement.

11. Software License

A. If you download any Artedex-provided software from the services (the "Artedex Software"), Artedex grants you a non-exclusive, non-transferable, revocable, personal license to use the Artedex Software solely to establish a connection and access the services in accordance with the provisions of this Agreement. The Artedex Software and all proprietary rights within the software are the sole and exclusive property of Artedex and/or licensors. This license to use the Artedex Software terminates automatically upon the termination of this Agreement. You may not modify the Artedex Software in any manner, nor may you reverse engineer, decompile, translate, disassemble or make any derivative works from the Artedex Software. Artedex' entire liability to you and your sole and exclusive remedy regarding the use of the Artedex Software shall be the replacement of the Artedex Software program.

B. RESTRICTED RIGHTS LEGEND. Any software or documentation that is either downloaded from the services or otherwise provided under an agreement for or on behalf of the United States of America, its agencies and/or instrumentalities ("U.S. Government"), including the Artedex Software, is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Artedex, Inc., 300 Park Avenue South, New York, NY. 10010.

12. General Terms

This Agreement and any rules posted on the services by Artedex constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by either Artedex or you of any breach or default under this Agreement shall be deemed to be a waiver of any preceding or subsequent breach or default. This Agreement shall be binding upon and inure to the benefit of Artedex and its successors, trustees, and permitted assigns. Artedex may assign this Agreement, or any of its rights or obligations under this Agreement, with or without notice to you. Any such assignment by Artedex does not relieve you of your obligations under this Agreement.