TERMS OF SERVICE
Date Last Updated: April 1st, 2022
1. TERMS OF SERVICE AND SERVICES
1.1 Introduction
Artfull Enrichment Inc. (“Artfull”, “we”, “us”, “our”) is an Ontario, Canada-based corporation that has developed and provides proprietary art-based programs, including digital materials and other content for use in residential communities and institutions, all subject to the following Terms of Service (the “Terms of Service”)
Artfull provides its members with access to, and a non-exclusive license to use, Artfull’s website, mobile applications, software, hard copy and digital materials, and other related services (collectively, the “Services”).
1.2 Membership Form.
By completing an Artfull membership application form (the “Membership Form”) on Artfull’s website, the individual/company/organization named as the Licensee (the “Licensee”, “you” or “your”) on the Membership Form has expressly agreed to be bound by these Terms of Service. The completed and approved Membership Form shall form a part of these Terms of Service.
The Membership Form sets out the following items, which are incorporated into these Terms of Service and are defined/explained further below: “Licensee”, “Licensee Representative”, “Authorized Residence(s)”, “Membership Details”.
Licensee Representative is responsible for providing Artfull with the information necessary for Artfull to provide the Services. Licensee Representative is solely responsible for the accuracy, quality and legality of such information.
1.3 Terms and Definitions.
In these Terms of Service, the following words/phrases have the following meanings:
| “Authorized Residence(s)” | The Authorized Residence(s) listed on the Membership Form, which are the communities/buildings/institutions that are authorized to use the Services under the Membership. |
| “Authorized Users” | The recreational and programming staff employed by the Licensee to provide Services to residents of the Authorized Residence(s). |
| “Licensee” | The Licensee named on the Membership Form, which must be the company that owns or operates the Authorized Residence(s). |
| “Licensee Representative” | The Licensee Representative named on the Membership Form under staff contact name. |
| “Membership” | The Licensee’s limited, non-exclusive, non-assignable/non-transferable license to use the Services in accordance with the Terms of Service during the Term. |
| “Membership Details” | The type and scope of Services and products included in the Membership, and the fees associated with the selected Membership type. |
| “Membership Fees” | The fees applicable to the Membership type selected on the Membership Form, and the number of Authorized Residences included with the Membership. |
| “Term” | The Membership Term applicable to the Membership type selected, commencing on the date that Membership is activated, as may be renewed or amended from time to time by agreement between Artfull and the Licensee. |
1.4 Persons Bound by Terms of Service:
Sections 1.6 [Privacy Policy], 2.2 [Limited Use], 5 [Intellectual Property Rights], 6 [Confidentiality], 7.1 [Limitation of Liability] and 8 [General] of these Terms of Service are binding on all users of the Services, including the Licensee, Authorized Users, staff members and resident users, and all other persons given access to the Services by the Licensee and Authorized Users.
The Licensee shall be responsible for providing notice to all potential users of the Services of the existence and content of these Terms of Service, and the Licensee shall be responsible and liable to Artfull for any breach of the Terms of Service by the Licensee, the Authorized Users, or other persons that are provided access to the Services by the Authorized Users.
1.5 Modifications to Terms of Service.
Artfull may, at its discretion, modify these Terms of Service at any time. By accessing the Services at any time after such modifications, you are agreeing to such modifications. These Terms of Service were last modified as of the date indicated at the top of this page.
1.6 Privacy
By obtaining a Membership or using the Services, you agree to our Privacy Policy, which can be accessed at the following link: Privacy Policy. By using the Services, all users consent to the collection and use of data and information, as set out in the Privacy Policy.
2. ACCESS TO AND USE OF THE SERVICES
2.1 Activation
Following the submission of a Membership Form and payment of the associated Membership Fees, we will review and verify the Licensee’s information and payment. When your Membership has been approved, you will be provided with full use and access to the Services specified in the selected Membership Details. The Licensee and Authorized Users will have access to creative programs and resources in printable, PDF, slideshow, video and other formats via Artfull’s online client portal.
2.2 Limited Use – Authorized Residences
The Licensee shall have a limited, non-exclusive, non-assignable/non-transferable license to access and use the Services. The Services may only be accessed and used in relation to the Authorized Residences specifically listed on the Membership Form, and their residents, and may not be used in relation to other residences or institutions.
If the Licensee shares the Services or any Artfull program content with a residence or institution that is not an Authorized Residence, without the prior authorization by Artfull, then the Licensee shall become automatically liable to Artfull for payment on a per residence basis for the full fee under the Membership Details for each such additional residence.
2.3 Additional Authorized Residences
If Licensee wishes to use the Services in relation to a residence or institution other than an Authorized Residence, then the Licensee may make a written request to Artfull to add an additional Authorized Residence to the Membership, for an additional Fee.
3. TERM, RENEWAL & TERMINATION
3.1 Term
The Licensee shall have a limited, non-exclusive, non-assignable/non-transferable license to use the Services in accordance with the Terms of Service during the Term.
3.2 Automatic Renewal
Unless the Licensee Representative provides written notice of non-renewal to Artfull by email to ask@artfullenrichment.com by the date that is 10 days prior to the expiry of the Term or next billing date, then the Membership shall automatically renew, provided that the Terms of Service in place on the Artfull Website at the time of renewal shall govern such renewal Term. The Membership Fee for the renewal Term shall be the then current rate (on the date that is 10 days prior to the expiry of the Term) set out on Artfull’s website for the same or most similar Membership type. Artfully Empowered Monthly Licensees can not terminate their Membership prior to three monthly Membership payments. After three monthly Membership payments, Artfully Empowered Monthly Licensee Representatives can provide written notice to ask@artfullenrichment.com 10 days prior to the next billing date to avoid future charges and terminate their existing Membership.
You authorize Artfull to confidentially maintain your payment information and charge all renewal Membership Fees at the time of renewal with no further action or authorization on your part. In the event that Artfull is unable to automatically charge you for renewal Membership Fees, you shall be required to make payment of the renewal Membership Fees immediately upon written request from Artfull.
3.3 Termination by Licensee
In the event that the Licensee terminates its use of the Services prior to the end of the Membership Term, the Licensee shall not be entitled to any refund or discount of Membership Fees.
3.4 Termination by Artfull
Artfull may terminate the Services at any time if the Licensee is in material breach of these Terms of Service and fails to cure such breach within thirty (30) days after receiving written notice from Artfull. Material breach includes (i) non-payment of Membership Fees, (ii) any breach of the confidentiality or intellectual property related provisions of these Terms of Service, and (iii) any unauthorized use of the Services.
3.5 Effect of Termination
Upon termination of the Services, whether by expiry of the Term or earlier termination in accordance with these Terms of Service, neither Artfull nor the Licensee will have any further obligations to each other, except that:
a) All outstanding or unpaid Fees shall be and remain immediately due and payable in full by the Licensee; and
b) The Licensee shall destroy or otherwise dispose of all physical copies of the Services and its content in its possession, including all copies of printable step-by-step programs (although disposal shall not be required for any art used or created by residents of the Authorized Residence).
4. FEES AND TAXES
Membership Fees are due and payable in full on Membership sign-up (or renewal, if applicable), in the amount and on the terms set out in the Membership Details.
Artfull reserves the right to limit or terminate the Licensee’s access to the Services in the event of non-payment.
Licensee will pay or reimburse Artfull for all federal, provincial, state, national and local taxes, including sales, use, gross receipts, VAT, levy, GST, HST or similar transaction taxes imposed on Licensee’s purchase of Services, unless Licensee provides Artfull with a valid tax exemption certificate. All taxes payable by Licensee will be separately stated and exclusive of the Membership Fees.
All Membership Fees are non-refundable, and there shall be no partial refunds or credits for partial Membership periods or as a result of early termination.
Artfull collects all Fees through third party payment service providers, and Artfull disclaims any responsibility or liability for any actions, errors or omissions by any such third parties. Artfull disclaims any responsibility or liability related to any third-party refund policy (such as a credit card provider) or the third party’s compliance or noncompliance with such policy.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 Ownership of Rights
Artfull is and shall be and remain the sole owner of all intellectual property rights (which include without limitation all copyright, trademarks, domain names, design rights, patents and all other intellectual property rights of any kind) relating to the Services and its related materials and content, and Artfull’s name and logo, whether registered or unregistered anywhere in the world (“Artfull’s IP Rights”). Except for the limited non-exclusive license set out in these Terms of Service, the Licensee shall have no rights, title or interest to any of Artfull’s IP Rights.
5.2 Non-Exclusivity
Artfull maintains the full and unrestricted right to distribute and license the use of the Services and all related content to other clients, members and third parties.
5.3 Licensee Restrictions
The Licensee agrees not to reverse engineer, decompile, copy, modify, distribute, transmit, license, sublicense, display, revise, perform, transfer, sell or otherwise make available to any third party or otherwise publish, create derivative works from or exploit in any way the Services or its content, or Artfull’s IP Rights, except as permitted by Artfull. You may print and download portions of material from the different areas of the Services solely for your own non-commercial use, provided that you agree not to change or delete any copyright or proprietary notices from the materials, and provided that you do not share any material outside of the Authorized Residence(s).
6 CONFIDENTIALITY
6.1 Scope
“Confidential Information” means all confidential or proprietary information or content disclosed by one party to the other (whether verbal, electronic or written), and shall include, but not be limited to:
(a) Artfull’s IP Rights, marketing materials, client portal details, training videos, program packages, patent applications, printable materials, and other forms of information considered by Artfull and its affiliates to be confidential and in the nature of trade secrets; and
(b) Licensee’s business information, including its business policies and operating practices, and other forms of information considered by the Licensee and its affiliates to be confidential and in the nature of trade secrets.
6.2 Period of Confidentiality.
Artfull and the Licensee, including their affiliates, employees, agents and consultants, shall not disclose any Confidential Information received from the other party to any third party and shall not use the Confidential Information for purposes other than those contemplated by these Terms of Service for a period of ten (10) years from the date of the expiry or earlier termination of the Membership. Notwithstanding the foregoing, (a) the Licensee may use the Services and all of its content and materials freely with its own residents as contemplated by these Terms of Service and the Services materials, and (b) Artfull shall be permitted to disclose to third parties the fact that the Licensee is using, or has in the past used, the Services.
6.3 Standard of Care
The Licensee and Artfull shall use, as a minimum, the same degree of care to avoid disclosure or use of Confidential Information as they employ with respect to their own confidential, proprietary and trade secret information. The Licensee and Artfull shall each ensure that its affiliates, employees, officers, directors, owners, agents, consultants, and representatives who are given access to the Confidential Information shall be bound by and shall comply with these Terms of Service.
6.4 Restrictions on Use
The Licensee shall not be permitted to use the Services or any related materials or content or Confidential Information of Artfull except as specifically authorized under these Terms of Service, and any attempt by the Licensee to develop, sell, license, or otherwise use the Services or the same or similar content or Confidential Information of Arftull for its own profit or the profit of its affiliates, employees, officers, directors, owners, agents consultants, or representatives is strictly prohibited.
6.5 Notice of Unauthorized Use or Disclosure
Upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of these Terms of Service by the Licensee, the Licensee shall notify Artfull immediately and will cooperate in every reasonable way to help regain possession and control of the Confidential Information and prevent its further unauthorized use or disclosure.
7 LIMITATION OF LIABILITY AND INDEMNIFICATION
7.1 Limitation of Liability
To the fullest extent permitted by law, the Licensee agrees that Artfull shall not be liable to the Licensee for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Licensee arising from or in any way connected with the Licensee’s use of the Services. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising.
7.2 Indemnity and Release
Notwithstanding Section 7.1, Artfull shall defend, indemnify and hold harmless the Licensee from any and all losses arising from the infringement of a third party’s patent or patents, copyrights, trademarks or any other intellectual property right in relation to Licensee’s use of the Services.
8 GENERAL
8.1 Entire Agreement.
These Terms of Service and the Membership Form constitute the entire agreement between Artfull and the Licensee in relation to the Membership and the Services, and all prior agreements between the parties in relation to the Services, whether oral or written, are superseded.
8.2 Waiver.
No indulgence or forbearance by Artfull in enforcing its rights hereunder shall be deemed to constitute a waiver of rights to insist on full and timely performance of all covenants herein contained. A waiver of any rights must be expressed in writing in order to be effective.
8.3 Severability.
If any of the provisions of these Terms of Service shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining provisions, which shall continue to be valid to the fullest extent permitted by applicable laws.
8.4 Governing Law.
These Terms of Service shall be governed by and construed and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein without reference to conflicts of laws provisions, and both Artfull and the Licensee agree to submit any disputes arising out of or relating to these Terms of Service to the exclusive jurisdiction of the courts of the Province of Ontario, Canada.
8.5 Currency.
Unless otherwise indicated, all references to dollar amounts in these Terms of Service are expressed in US dollars, and all transactions to be completed and payments to be made pursuant to these Terms of Service shall be completed and made in US dollars.
8.6 Disclaimer of Warranties.
All Services provided under these Terms of Service are provided “AS IS”, without warranty of any kind. Artfull hereby disclaims all warranties including all warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Without limiting the foregoing, Artfull makes no representation or warranty that the Licensee’s access to or use of the Services will be uninterrupted, timely, secure, or error-free.
8.7 Logo Use.
Licensee hereby grants Artfull the right to use Licensee’s name, logo, and marks on its website or other marketing materials solely to identify the Licensee as currently or previously having an Artfull Membership.
Questions or Concerns
If you have any questions or concerns about our Terms of Service, please contact us at ask@artfullenrichment.com