ArtBinder is a software application provided by ArtBinder Inc. (“Company”, “we” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of my.artbinder.com, including any content, functionality and services (including but not limited to the Company “Application,” or “app”) offered on or through my.artbinder.com and any successor website (the “Website”), whether as a guest or a registered user.
Please read the Terms of Use carefully before you start to use the Website. By using the Website and/or Company software (as applicable), you accept and agree to be bound and abide by these Terms of Use, our Privacy Policy (“Privacy Policy”), our Copyright Policy (“Copyright Policy”), and our License Agreement (if applicable) (“License Agreement”) incorporated herein by reference. If you do not agree to these Terms of Use, the Privacy Policy, the Copyright Policy, and the License Agreement, you must not access or use the Website.

This Website is offered and available to users who are 18 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

Changes to the Terms of Use and other Agreements
We reserve the right to modify the Terms of Use, the Privacy Policy, the Copyright Policy and the License Agreement at any time by posting the revised relevant agreement on our Website. Such change will be effective ten (10) days following the foregoing notification thereof, and your continued use of the Website thereafter means that you accept those changes. You are therefore advised to check this page frequently so you are aware of any changes, as they are binding on you.

However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice prior to the date the change is posted on the Website.

Accessing the Website and Account Security
We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, at any time and for any reason in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for:
• Making all arrangements necessary for you to have access to the Website.
• Ensuring that all persons who access the Website through your Internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights
The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for your personal, non-commercial use only unless you are an authorized user and have agreed separately to the terms of our License Agreement with regard to your use of the Website and any other terms and conditions as an authorized user. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:

• You may exercise any rights granted to you as an authorized user and in accordance with the License Agreement.
• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution.
• If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

You must not:
• Modify copies of any materials from this Website.
• Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this Website.

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website unless otherwise permitted as an authorized user and in accordance with the terms of the License Agreement.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Trademarks
The Company name, the terms ArtBinder, the Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.

Prohibited Uses
You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:
• In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
• To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms.
• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability.

Additionally, you agree not to:
• Use the Website in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
• Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
• Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.
• Use any device, software or routine that interferes with the proper working of the Website.
• Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Website.

User Contributions
The Website contains software applications (collectively, “Interactive Services”) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Website.

All User Contributions must comply with the Content Standards set out in these Terms of Use and the License Agreement.

Any User Contribution you post to the Website will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our respective licensees, successors and assigns the perpetual right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material according to your account settings.

You represent and warrant that:
• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and our respective licensees, successors and assigns.
• Your use of, and license grant to us regarding, any User Contributions do not, and shall not, infringe on the intellectual property rights or other rights of any other party.
• All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.

We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Website.
Monitoring and Enforcement; Termination

We have the right to:
• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public or could create liability for the Company.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
• Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these

Terms of Use
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website.

YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY/ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted.
Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards
These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:
• Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
• Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use, our Privacy Policy or the License Agreement.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote or assist any unlawful act.
• Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
• Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
• Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Website for any reconstruction of any lost data.

WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability
IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification
You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website’s content, applications, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website.

Governing Law and Jurisdiction
All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the City of New York and County of New York although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability
No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement
The Terms of Use, the Copyright Policy, the Privacy Policy, the License Agreement and any terms of sale set forth on our Website constitute the sole and entire agreement between you and ArtBinder Inc. with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

ArtBinder License Agreement

The ArtBinder software application (“ArtBinder Application” and any other subscription based software application offered by ArtBinder, the “Applications”) are licensed, not sold, to you (“You” or “Your”) on a subscription basis and under the terms of this software application license agreement (this “Agreement”), made between You and ArtBinder Inc (“Company”), as set forth below. By installing, clicking “Accept”, paying the subscription fee, or using either or both of the Applications, You shall be deemed to have agreed to all terms and conditions of this Agreement. In addition, Your use of an Application may be governed by a separate user agreement with the Company (a “User Agreement”). To the extent any of the terms or conditions of a User Agreement conflict with this Agreement, the terms and conditions of the User Agreement shall control.

1 Ownership of Application.
1.1 The Company owns title to and all rights, including any and all copyrights, trademarks, trade secrets, patents, or other intellectual property, of the Applications.
1.2 You acknowledge and agree that the Applications are comprised of the Company’s trade secrets and other proprietary or confidential information.

2 License.
2.1 The Company hereby grants You a non-exclusive, non-transferable license to use the Applications limited by the terms and conditions of this Agreement and your applicable subscription pricing plan.
2.2 You agree not to:
2.2.1 assign, delegate, or transfer the rights or obligations under this Agreement to any other third party;
2.2.2 modify, translate, reverse engineer, or disassemble the Applications or any portion thereof;
2.2.3 sell, rent, transfer, lease, or sub-license the Applications or any portion thereof, or the rights, obligations, and license granted hereunder to any third party;
2.2.4 copy and create derivative works from the Applications or any portion thereof, including but not limited to its source code, images, text, or design;
2.2.5 distribute the Applications or any portion thereof in violation of this Agreement;
2.2.6 use the Applications to engage in or further any illegal activity;
2.2.7 use the Applications to violate any legal right of any third party, including but not limited to copyright, trademark, right of publicity, privacy, or other intellectual property right;
2.2.8 use the Applications to harass, intimidate, or defame any third party; and
2.2.9 otherwise use the Applications in violation of any provision in this Agreement.

3 Ownership of Imported Content; Your Warranties.
3.1 The Applications allow You to import and use images, text, and other data (“Imported Content”) on the Applications. Imported Content is encrypted using an SSL connection and stored on third party servers.
3.2 You represent and warrant that You own, control, have legal access to and/or right to use any and all Imported Content. In the event, the title, ownership rights and/or intellectual property rights to Imported Content is the property of any third party, You represent and warrant You have the right to use and to license such Imported Content in connection with Your use of the Applications.
3.3 Whether You are the owner of the Imported Content or the Imported Content is owned by a third party, You hereby grant the Company a non-exclusive license to use, store, copy, modify, distribute, publicly perform, publicly display, and make derivative works from Imported Content, in perpetuity and worldwide solely for the purpose of operating, developing, providing and using the Applications and the Company website. Nothing in this Agreement shall restrict other legal rights the Company may have to Imported Content, for example under other licenses.
3.4 You agree that You will not modify, display, distribute, or otherwise use Imported Content in any way that infringes on any third party rights, including intellectual property rights.
3.5 The Company reserves the right to remove or modify Imported Content for any reason, including Imported Content that Company believes violates this Agreement or our policies.
3.6 Following termination or deactivation of your subscription, or if you remove any Imported Content from the Applications, the Company may retain Your Imported Content for a commercially reasonable period of time for backup, archival, or audit purposes. Furthermore, the Company and its users may retain and continue to use, store, display, reproduce, re-pin, modify, create derivative works, perform, and distribute any of Your Imported Content that other users have stored or shared through the Applications.

4 Subscription Fee.
4.1 You agree to pay a subscription fee as further described on our website, www.gallerysystems.com, and/or pursuant to a User Agreement, and in conjunction with the terms and conditions therein.
4.2 You agree that the Company may change the subscription fees for any Application at any time and for any reason, unless provided for otherwise in a User Agreement. Any such change shall be posted on the Company’s website. You agree that your continued use of any Application following such posted changes shall be deemed to be your consent to such changes for use of any Application thereafter.

5 Payment.
5.1 The Company accepts the following forms of payment: Visa, American Express, and MasterCard credit cards, and Braintree.
5.2 You agree that you will pay for Your subscription and any applicable taxes or duties in full, and that you allow the Company to charge any additional fees accrued by Your account to the credit card, debit card, or Braintree account on file with Your account. You are responsible for providing a valid form of payment and making timely payments. If your subscription is for a premium version of an Application, you acknowledge and agree that you will be obligated to pay for a full year of fees for such premium version following the date of subscription, and that the Company may charge all such fees to the credit card, debit card, or Braintree account on file with your account according to the payment schedule as further described on our website, www.gallerysystems.com. Your obligation to pay any such fees shall survive any termination of this Agreement.

6 No Refunds.
6.1 All subscriptions are non-refundable.

7 Company’s Disclaimer of Warranties.
7.1 You agree that the use of the Applications and its services is solely at your own risk.
7.2 The Company offers the Applications “as is.” The Company, and its affiliates, employees or agents, disclaim all warranties and conditions with respect to the Applications, express, implied or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, and non-infringement of third party rights. The Company does not warrant against and will not be held liable for, regardless of the cause or duration, any errors, inaccuracies, incompatibilities, failures, system crashes or omissions in the running of the Applications on one or more of Your iPads or other applicable electronic device.

8 Limitation of Liability.
8.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY AND ITS SUBSIDIARIES, AFFILIATES, MEMBERS, MANAGERS, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, AND DATA, BUSINESS INTERRUPTION OR OTHER COMMERCIAL LOSSES RESULTING FROM USE OF OR INABILITY TO USE THE APPLICATIONS OR ANY RELATED SERVICES.

9 Term and Termination.
9.1 This Agreement shall commence upon Your assent and continue until terminated by either You or the Company. You may terminate this Agreement at any time by deleting and/or destroying the Applications and any copies thereof. The Company may terminate this Agreement at any time and all rights or licenses granted hereunder at its sole discretion and without notice to You.
9.2 Termination of this Agreement may result in deactivation of Your account. You understand that if Your account is deactivated, You may not be able to access or remove any content You imported or stored in the Applications.
9.3 If the Company withdraws or terminates this Website, it shall give You at least thirty (30) days advice notice of such withdrawal or termination to allow You to retrieve your Imported Content.

10 Indemnification.
You agree to indemnify and hold ArtBinder Inc, its members, managers, agents, subsidiaries, joint ventures and employees, harmless from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of your breach of this Agreement or your violation of any law or the rights of a third party.

11 Governing Law.
This Agreement, the entire relationship between You and the Company, and any dispute arising between You and the Company (whether based in contract, tort, law or equity) shall be governed by and construed in accordance with the substantive laws of the State of New York, without regard to its conflicts of law principles.

12 Severability.
If a provision of this Agreement is held unenforceable or invalid, such provision shall be struck and not affect the validity of any other provision in the Agreement.

13 Arbitration.
13.1 You and the Company (“Parties”) shall first attempt to resolve any and all disputes arising out of or in connection with this Agreement by amicable negotiations.
13.2 If either Party gives written notice (the “Written Notice”) to the other Party that a dispute has arisen, and the Parties are unable within sixty (60) days of the Written Notice to resolve the dispute, then, upon notice by either Party to the other, any disputes shall be finally resolved by arbitration in accordance with the rules of the American Arbitration Association.
13.2.1 The number of arbitrators shall be one (1).
13.2.2 The place of arbitration shall be New York, NY.
13.2.3 The language of the arbitration shall be in English.
13.3 If You have a dispute with a third party regarding the Applications, You hereby release the Company, its members, managers, agents, subsidiaries, joint ventures and employees, from claims, demands and damages arising out of or in any way connected with such disputes.

14 Severability.
If a provision of this Agreement is held unenforceable or invalid, such provision shall be struck and not affect the validity of any other provision in the Agreement.

15 Modifications to this Agreement.
15.1 The terms of this Agreement will govern any upgrades provided by the Company that replace and/or supplement the Application, unless such upgrade is accompanied by a separate license agreement in which case the terms of that agreement will govern.
15.2 You agree that the Company may modify this Agreement at its sole discretion.