Subscription Licence Agreement
PDF version available
1. Definition
In this agreement except where the context otherwise requires, the following expressions have the meanings specified below:
2. Term
This Agreement shall continue in force for a period of three months from the later of either the first subscription invoice date or the receipt date for all set up payments (the "Initial Term").
At the end of the Initial Term the Term shall continue subject to either party's right to terminate the provision of the service on giving not less than ninety (90) days written notice to the other party unless a different agreement is made in writing between the two parties.
3. Artlogic's Undertakings and Level of Service
Please see our main Terms & Conditions of Service
4. Clients' Undertakings to Artlogic
Legal indemnity
You agree to indemnify Artlogic Media Ltd. and its licensors, directors, officers, employees and subsidiaries against all legal costs, fines, damages and judgements resulting from legal action regarding any content on your solution or exports, downloads or printed material from your database or any mailings, or public / private web pages created using the solution or other Artlogic services.
Security
You agree to set up and maintain your administrative log-in and all your users' login accounts with relevant privileges. You agree to accept responsibility for keeping log in details safe and ensuring that the passwords are sufficiently 'strong'. You understand that Artlogic personnel are not at liberty to change the password or add or edit user records or change privileges without written authority on letterhead paper from the verified business owner or a verified director. Artlogic cannot at any time be liable to rectify any malicious or negligent damage by anyone using an authorised log-in ID and password.
Payment
Where no setup fee is payable, a fee equivalent to three months subscription will be payable before set up commences. When an initial licence fee is payable, the Client will be liable to pay for subscription licence fees whichever is the sooner of: (a) the date we consider the system is 'live' and the database ready for you to work with, or (b) 30 days after payment is received for our initial invoice. Unless by prior written agreement, subscription licence fees will always be payable at this point whether you are making full use of the system or not. This applies even if we are still awaiting material from you or are still importing / testing. Subscription licence fees are payable quarterly in advance. We request all UK clients to pay by Direct Debit otherwise Credit / Debit card from overseas if not by some form of automatic payment where possible.
All invoices must be settled within the due date of the invoice. If Artlogic has offered any credit facilities or payment plan, any failure to pay our invoice before it falls overdue will result in the entire agreed fees falling due.
The service is only available as long as we receive payment. If the Client is in breach of this agreement by not paying for the ongoing subscription licences, a warning will be issued and an opportunity given to make payment. Following this, the service will be suspended and the Client will not be able to connect to their data. Artlogic may apply a reconnection charge and decline to offer any further credit. If the Client remains in breach we will permanently stop the service.
No refund will be available from us if the Client changes its mind before the system goes live or if the agreement is terminated. Upon termination, Artlogic will be entitled to charge for any consultancy and programming time creating exports of your data.
User licences and record limits
a) Standard version for galleries, collections and artist studios with multi-user capabilities (Artlogic Pro)
We charge set up and ongoing fees in proportion to the size of the business and for the amount of likely use to which the solution is put, rather than the number of records, the number of devices employed or the amount of data transferred. The measurement of this is via the maximum number of people who are likely to be using the system on any working day, irrespective of the length of time it is used or any measurement of activity. Hence smaller galleries with few employees pay less than larger galleries with many employees. It is the Client’s obligation to ensure that they have enough user licences to cover the number of people who need to connect to the service. To us, it does not matter whether a user will add and edit material all day long or just to look up information now and again as we are not able to differentiate levels of use in our fee structure. Usage will be monitored and Artlogic may automatically disconnect older connections if the number users connecting exceeds the number of licences and Artlogic reserve the right to alter your subscription if you do not appear to have enough licences or, if you paid an initial licence fee, we will invoice the initial extra user fee plus the ongoing fee, backdated to the start of the quarter for each user.
b) Special Editions for Private dealers, Private collectors, Private Artists, and single-user Gallery (Artlogic One)
Special Editions are released to small businesses or private individuals who will only ever have one user and do not require the mailings and other advanced features. As such, only one device may connect at any time and only a single user name and password is available. There will be limits on the number of artwork or contacts records you are allowed which will be explained in the estimate you sign when you order the system. Additional fees are payable for extra records. If you require the features of the full system, clients can change their subscription or, if you paid an initial fee, pay the difference in the setup (plus set up cost of additional users required) and switch to the full version and pay the appropriate subscription fees.
Delivery of materials
To ensure that we are able to keep to an agreed schedule of works, clients should try and make sure that they keep to the agreed delivery schedule for information, instructions, images, database content and any other material that we require to do the agreed work. A delay in passing required material to Artlogic may result in the solution being set up without some information and additional charges being levied to add it subsequently. Artlogic further reserves the right to deliver the system and issue our invoice if material is not supplied following reminders sent in reasonable time.
System requirements
You can use Artlogic database on a wide variety of modern hardware devices and operating systems. There are only a few essential requirements you need.
- Access to Artlogic is via the internet, using a web browser. You must enable JavaScript (on by default), enable cookies and enable pop-ups for anything on these domains: Artlogic.net, PrivateView.net, PrivateViews.com.
- You may use any major modern browser popular in North America and Europe but we recommend Google Chrome.
- Many documents download as a PDF but in order to open all the documents correctly, you will need a recent working copy of Microsoft Word and Microsoft Excel.
- It would help you to use the system to make sure that 'mailto:' hyperlinks open in your preferred mail client. Normally this works on all computers but clients with browser-based mail (e.g. Outlook or Gmail) may need to install relevant plug-ins. The IT contractor who arranged your mail should be able to fix this up for you.
- To access the service on iOS and Android devices, make sure that you use an operating system released within the last year and keep the App up to date. This may mean that older devices cannot be used.
5. Terms Relating to Connected Services
I. PRIVATE VIEWS
Private View web pages
Private View presentations created inside Artlogic are intended as a free marketing aide, for showing a group of artworks on private web pages for a limited period of time. They should not be regarded as permanent pages or used to replace the normal functions of a website.
PrivateViews.com / iOS app (as distinct from the above)
Manually curated Private View pages and automatic presentations flow from Artlogic Database to an external service we have developed for iOS devices and a desktop presentation app. This service enables you to create Private View web pages and group them together for art fairs, etc. You can create, view and share presentation pages of works online at PrivateViews.com and store them offline on your iPads and iPhones using the PrivateViews App available free from the iTunes store. You are entitled to embed slideshow presentations made in PrivateViews onto public web pages.
Artlogic Pro Clients are allowed to use 5 devices associated with their account. Additional device licences are a billable extra. Artlogic One clients get a PrivateViews Portfolio account free which enables use by one iPad and one iPhone. Additional terms and conditions apply to this service and can be read at https://privateviews.com/legal/terms.
II. MAILINGS (some systems only)
This section refers to emails sent to multiple recipients using the emailing mechanisms incorporated into Artlogic Online. These terms relate to sending out ad hoc messages to groups of contacts which may include artworks and which may be a formal offer. It also refers to marketing messages (invitations, press releases, newsletters, etc.) which you would send to groups of people or your whole mailing list . Allowances and mailing plans are usually for both types and are indicated on our website and our quotations.
Artlogic Pro users will receive a monthly allowance of free emails included in your ongoing licence fee. If you do not exceed this number of messages per month, your mailings will be free. You will not be allowed to exceed your allowance or selected plan so you should choose the best plan to suit your needs – see our website. This will enable you to set budgets for your team to stay within. You can also decide to change your allowance from month to month and can even change your allowance part way through the month. It will be your responsibility to monitor your usage and change plans according to your future needs. If you do not change your allowance, you will be charged the same amount each month regardless of use. Billing will be calculated in retrospect for the three full months prior to the bill being prepared.
Artlogic One (Gallery) allows sales emails only up to a hard limit. No mailing list functionality is included.
Artlogic One (Artist) also enables sales emails (offers) up to a limit. This limit can be exceeded and mass mailings permitted by choosing one of our mailing plans.
Artlogic One (Collector) does not include mailings of any kind.
'Email' refers to one email sent to one recipient: for example if you send one email to 2,000 email addresses you will have used up 2,000 emails from your allowance. Your usage is calculated according to the number of emails sent, not the number of emails delivered. If for some reason your email is not accepted at first (e.g. because of a full mailbox) our RFC standards compliant mail servers will continue to try to deliver it for 72 hours to ensure your messages reach their intended recipients.
If you use our mailing system, you must not redeliver a message sent by our system to other lists of people by any mechanism other than the ‘forward to a friend’ feature. To do so would constitute an abuse of the system as the images contained in emails are delivered from our server in all cases and therefore use our bandwidth when viewed.
You must only use the mailing system to send emails directly related to the work of the organisation or individual who is the registered Client for Artlogic Online (e.g. your gallery or collection). You may not use the system to promote other companies, organisations or individuals.
Our support service is available to help you use our mailings system. Support is free in the event of operational problems with the email system. However, if you request us to spend time investigating the non-receipt of specific emails to specific mailboxes when this is not due to a problem with our systems, this time may be chargeable.
You can establish your own mass mailing templates and vary them each time. Designing or implementing mailings for clients may be chargeable at our standard hourly rate or at a quoted price.
III. STORAGE
To maximise the performance, the scale and the resilience of our serving operation and to enable you to share images via web pages, we use cloud infrastructure to store and serve images and uploaded documents. Information about the storage allowances and charges for the service for which you are paying will be on the quotation forms and shown on our website
Images
We have built Artlogic to be as future proof as we can with the images you upload. As a result, we allow you to upload large files and we offer massive storage allowances included in the fees. If you need to exceed the allowance, you will receive an increased bill for additional storage.
Any images you ask us to import or upload yourself can be large but must be below a maximum of 15Mb or max 6000 x 6000 pixels. The original we keep will not be downsized but we will make all the smaller images necessary for the user interface, reports, the PrivateView app and for feeds or web pages.
Documents
Every Artlogic service has a generous allowance for uploading documents relating to artworks, such as condition reports, purchase invoices, consignment agreements, etc. Should this be exceeded, additional charges will apply. Information about the allowances and charges for the service for which you are paying will be on the quotation forms and shown on our website
IV. WEBSITE FEEDS SERVICE FOR EXTERNAL WEBSITES
Terms and conditions are outlined on this page: https://feeds.artlogic.net/
V. HIGH RESOLUTION IMAGE / LARGE DOCUMENT STORAGE SERVICE
As a billable extra service, we offer a connection through Artlogic Online to a cloud-based storage service for large documents and high resolution images. The files themselves will be stored securely on Amazon's S3 infrastructure. This is an enterprise level, completely scalable resource which is globally available and secure. We have been using Amazon for many years and have found it to be +99.999% available and completely reliable. However, because the files will NOT be on our servers, we are 100% dependent on Amazon for the delivery of this service, which means that if for any reason they withdraw this service in the future, or if there is a catastrophic failure at their end, we may not be able to recover the files you stored with them. In addition if Amazon change the mechanism or cost structure, we may need to withdraw it or revise this service. For these reasons it is important that you do not use this service as the ONLY place you store files - and always archive a copy locally. Because of the high cost of storing very large files, we won't be keeping backup copies elsewhere unless you choose the option to pay us to store the files on a second cloud service. We have NEVER had a problem with Amazon's cloud infrastructure and we store huge amounts of data there, but we cannot offer any guarantees of a third party service of this nature. If you choose to make a file available to download to anyone who has the link, that would be possible. But if you make a link public, we cannot then prevent anyone having access to that file, without you removing the file or changing the status of the object to be private, which would then require it to be streamed via a link which would be visible only when logged into one of our systems.
6. Copyright
The copyright for the material on our clients' solutions rests with them, their artists, the writers and the photographers and any third parties from whom material may have been gathered.
The solution code copyright belongs to Artlogic Media Ltd. and its licensors. The solution is licenced, not sold, for deployment on our servers for the period of the subscription only. You may not copy, deploy, publish or transmit any HTML or JavaScript code without written permission from Artlogic. You may not transmit or publish any images of the user interface without Artlogic's written permission.
7. System Access
We reserve the right to withdraw access to the solution to protect the data integrity of our clients' files from any volatility in the hardware upstream of our servers, or of traffic on the internet which affects our servers, including router storms, viruses or actual (or suspected) denial of service attacks. We will suspend access if we suspect that there is any attempt to hack any files on our servers.
8. No Partnership
Nothing in this agreement shall be construed as constituting a partnership or agency relationship between Artlogic and its Client.
9. This Agreement
This Subscription Licence Agreement is subject to our main company Terms and Conditions (which also covers development work) and our Product Terms, both available from our website. It is also subject to our Data Processing Addendum. These documents are available at https://artlogic.net/terms/ Others services we operate may be subject to additional agreements, for example bespoke development.
We reserve the right to update or amend the Terms and Conditions under which our service is provided at any time without prior notice and your continued use of our Services following any changes shall be deemed to be your acceptance of such changes. We will attempt to contact all our clients about significant changes to our terms regarding changes to the law or our level of service. It is your obligation to ensure that you make sure that we have the updated contact details for at least one business owner or director and that they do not opt out of receiving mass communications from Artlogic.
10. LAW
This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties hereto agree to submit to the exclusive jurisdiction of the English Courts.
If any court or administrative body of competent jurisdiction finds any term of this Licence to be invalid, unenforceable or illegal, the other terms of this Agreement shall remain in force.
Artlogic Media Limited