1. Order Form

1.1 Pursuant to the terms of the Agreement, and from time to time during the term of the Agreement, Creadits will provide Customer with access to Artstash as specified in an order form (each, an “Order Form”). Each Order Form is incorporated into the Agreement by reference and will include a description of the services or a description of Artstash to be provided by Creadits and the fees payable to Creadits.

2. Artstash Access Terms

2.1 Subscription Benefits: When you subscribe to Artstash, you get access to a specific number of users, storage space, and data usage as mentioned in your order.

2.2 Who Can Use Artstash: This agreement covers your use of Artstash and anyone who uses it through your account (we call them "Users"). Each User has their own login, and it's important that you don't share these logins with others. Each User account should belong to one person.

2.3 Rules to Follow: You and your Users must follow the rules in this agreement, including the usage policies.

2.4 Providing User Accounts: You can give User accounts to different people, like your employees, freelancers, or clients. However, you're responsible for how you and your Users use Artstash and your data.

2.5 Payment Requirement: Your Users can use Artstash only if you've paid the subscription fee.

2.6 Purpose of Artstash: Artstash is meant for storing your game assets and materials for your business.

2.7 Using Artstash Content: You can access and use the content in Artstash for your business as long as you follow this agreement.

2.8 Consequences of Violation: If you break the rules mentioned in this section, we might suspend or terminate your access to Artstash, depending on how serious the violation is.

2.9 Application of Agreement: These terms apply to all agreements between you and Creadits. When you make purchases through a User, we consider them valid orders, and we'll send you invoices from the date the purchase is available to you.

3. Ownership of Intellectual Property Rights

3.1 Customer's Data Rights: You own all the rights to any data you upload or share on Artstash. It's your responsibility to protect these rights. However, you give Creadits permission to access, use, or make changes to your data only as needed to provide Artstash and fulfill the Agreement.

3.2 Creadits' Ownership: Creadits owns Artstash, including all the documentation and source code. They give you the rights necessary to use Artstash as described in the Agreement.

3.3 No Additional Rights: Apart from what's explicitly mentioned in the Agreement, neither you nor Creadits grant any additional rights regarding intellectual property. The Agreement doesn't give either party any extra ownership or control over each other's intellectual property, and there are no hidden rights.

4. Customer Data

4.1 Customer Data: This means any electronic data, text, documents, pictures, videos, or other stuff that you and your users upload or store in Artstash.

4.2 Your Responsibility: You are entirely responsible for all your Customer Data. Any use or reliance on this data, whether by you or others, is at your own risk. Creadits doesn't take responsibility or liability for any Customer Data, whether you or someone else uploads it to Artstash.

4.3 Using Customer Data: When you use Customer Data in Artstash, you promise that you either own it or have the right to use it. You also promise that using it doesn't break any laws, violate anyone's rights, or promote illegal activities. Your use of this data shouldn't be harmful, abusive, deceptive, or fraudulent.

4.4 Infringement: If someone tells Creadits that your Customer Data violates their intellectual property rights, Creadits can suspend your account and take appropriate action.

4.5 Access to Customer Data: Creadits can access your Customer Data only in these situations: (a) with your clear permission or request, (b) if the law or a court order requires it, (c) if Creadits believes it's necessary to protect its rights or someone else's, or (d) to provide Artstash and fulfill the Agreement.

5. Acceptable Use Policy

5.1 What You Can't Do: While using Artstash, you must not do any of the following:

(a) Try to figure out how Artstash works or create something similar from it.

(b) Test the security of Artstash, try to hack it, or bypass its security measures. This includes things like scanning, penetration testing, or trying to find bugs for rewards.

(c) Access or search Artstash in any way that's not provided by Creadits, unless you have a separate written agreement allowing you to do so.

(d) Use Artstash to send false information that hides your identity.

(e) Disrupt or overload Artstash, like sending viruses, spam, or using scripts to make it work too hard.

6. Creadits Responsibilities

6.1 Creadits shall provide support and maintenance services in accordance with the Service Level Agreement.

7. Customer Responsibilities

7.1 Using Artstash Properly: You need to make sure that when you use Artstash, you follow the rules mentioned in Section 2 of the Artstash Access Terms.

7.2 Document Copying: You can't make copies of the documentation on Artstash for anyone who isn't a user.

7.3 Working Together: You should work with Creadits to set up and keep Artstash running smoothly.

8. Third Party Products & API

8.1 Requirements for Artstash: To use Artstash, you'll need a web browser and an internet connection. Artstash might have an interface (API) for connecting with third-party products, but you don't have to use them.

8.2 Third-Party Integrations: If you decide to connect Artstash with a third-party product, understand that Creadits doesn't guarantee or support these connections, even if they say a third-party product is "certified" or "recommended." Creadits won't be responsible for any problems or losses that come from these integrations.

8.3 Using Third-Party Products: If you use third-party products with Artstash, you'll need to follow the terms and policies of those third-party providers.

8.4 Creadits' Stance on Third-Party Products: Creadits doesn't endorse, take responsibility for, or guarantee the availability of third-party products. They won't be liable for any issues or losses caused by your use of these third-party products.

8.5 Support for Integrations: Creadits offers support for integrations in these ways: (i) keeping their API in line with what's described in the API documentation, (ii) checking if an integration reported as not working is due to a problem on their end, and (iii) fixing API problems caused by their deviation from the API documentation, as mentioned in Section 8.3.

9. Embedded Components

9.1 What Are Embedded Components: "Embedded Components" are things like third-party products, apps, services, software, networks, and information that come from outside Creadits but are available to you in Artstash.

9.2 Changes to Embedded Components: Creadits can change these Embedded Components as long as it doesn't harm the functioning of Artstash. Unless the Agreement says otherwise, Creadits is responsible for these Embedded Components used in Artstash.

10. Data Protection and Processing of Personal Data

10.1 Privacy Policy: Creadits will follow its Privacy Policy, which you can find at www.creadits.com/privacy-policy, while providing Artstash. Creadits processes users' personal data based on legitimate interests, aiming to provide Artstash's necessary functions and improve it.

10.2 Data Processing Roles: If Artstash is used to process personal data, both parties understand that Creadits acts as the Processor and you act as the Controller. Each party will follow their respective data protection obligations required by laws and regulations.

11. Service Analyses

11.1 Improving Artstash: Creadits is always working to make Artstash better. To do this, they might gather data about how you and your users use Artstash, like what features are used the most ("Usage Data"). They use this data to create new features and make the ones you have even better. This data is collected because Creadits has a legitimate interest in understanding how Artstash is used, and they do it in line with data protection laws.

12. Pricing, Payment Terms, and Refunds

12.1 Currency: Unless stated otherwise, all prices are in US dollars (USD).

12.2 Taxes and Fees: Prices don't include taxes, government fees, banking fees, or other charges. Each party has to pay any taxes imposed by the government. Even if there are taxes to be deducted or withheld, you need to pay the full amount to Creadits.

12.3 Payment Timing: You have to make payments within 30 calendar days after you receive an invoice. An invoice is considered received if it's sent to the email address on the Order Form.

12.4 Purchase Orders: If you use a purchase order system, you need to issue a purchase order when you start the Agreement, renew it, or make additional purchases. Not issuing a purchase order won't excuse you from paying.

12.5 Late Payment: If you don't pay on time, you'll owe an interest of two percent per month or the highest rate allowed by law, whichever is lower, on the unpaid amount.

12.6 Collection: Creadits can send your overdue invoices (or part of them) to collections after giving you five business days' notice. If you don't pay on time, Creadits can also suspend your access to Artstash.

12.7 Non-Refundable Payments: Unless stated otherwise in the Agreement or Order Form, all payments are final, and you can't cancel or get a refund for them.

13. Payment Disputes

13.1 Disputing an Invoice: If you have a problem with an invoice, you need to send a written notice to Creadits explaining why you're disputing it within 20 calendar days of getting the invoice. But, you still have to pay the undisputed part of the invoice on time.

13.2 Handling Disputes: If there's a dispute about whether the charges are correct or if Artstash, deliverables, or services were provided correctly, the relevant sections here will come into play.

14. Confidentiality

14.1 What's Confidential: "Confidential Information" includes (a) non-public information related to the Agreement or trade secrets, (b) each party's own data, business plans, customer info, software, technical stuff, designs, ideas, inventions, and more, (c) Creadits' software, and (d) other info that's clearly private.

14.2 Handling Confidential Info: If one party shares Confidential Information with the other while performing their Agreement duties, the receiving party must (a) use it only for the Agreement's purpose, (b) keep it secret and take steps to protect it like they do with their own confidential stuff, (c) not share it with anyone else, and (d) only share it with their employees, representatives, and affiliates who really need to know and who also have confidentiality rules like these.

14.3 Exceptions: These rules don't apply to Confidential Information that (a) becomes public through no fault of the receiving party, (b) the receiving party already knew, (c) was shared without a confidentiality requirement, or (d) was created by the receiving party without using the Confidential Information. Also, if the law or a court order forces the disclosure, the receiving party should try to limit it, let the disclosing party join the legal action, and cooperate with their efforts to protect the info.

15. Publicity

15.1 Permission for Marketing: Both parties agree to let the other use their name and logo for marketing purposes.

16. Warranties

16.1 Creadits' Warranties: Creadits guarantees to Customer that, as of the Effective Date, (a) it has the right and authority to enter into and fulfill its obligations in the Agreement, (b) it will follow all relevant laws and regulations while fulfilling its duties in the Agreement, and (c) it hasn't violated the intellectual property rights of third parties by giving Customer access to Artstash as per the Agreement.

16.2 Customer's Warranties: Customer assures Creadits that, as of the Effective Date, (a) it has the necessary rights and authority to enter into and carry out its duties in the Agreement, (b) it will comply with all applicable laws and regulations throughout the Agreement, and (c) it and its users will use Artstash as outlined in the Agreement.

16.3 Warranty Disclaimer: Unless the Agreement specifically states otherwise, Artstash is provided "as-is" by Creadits. All other warranties, whether spoken, written, express, implied, contractual, or statutory, are not given. Creadits doesn't guarantee that (a) Artstash will always work without interruptions or errors, (b) it will work perfectly in every situation, (c) all problems in Artstash can be fixed, or (d) Artstash will meet all of Customer's expectations or needs. Creadits specifically disclaims implied warranties of merchantability and fitness for a particular purpose.

17. Indemnifications

17.1 Creadits' Indemnity: Creadits promises to protect and defend Customer, its affiliates, and their officers, directors, employees, agents, and representatives against any costs or damages resulting from third-party claims that Artstash, as provided by Creadits and used as allowed by the Agreement, violates a third party's intellectual property rights. This includes paying for reasonable attorney fees.

17.2 Customer's Indemnity: Customer agrees to protect and defend Creadits, its affiliates, and their officers, directors, employees, agents, and representatives (collectively called "Creadits Entities") against any costs or damages resulting from third-party claims related to (a) Customer not following the Agreement or the Usage Policies or any laws and regulations, and (b) the use of Artstash by Customer and its users that infringes on the intellectual property or data privacy rights of any third party.

17.3 Conditions for Indemnity: To qualify for indemnity, the party being protected (indemnified Party) must (a) quickly inform the protecting party (indemnifying Party) in writing, within 30 days of learning about the claim, (b) let the indemnifying Party take control of defending or settling the claim, (c) provide all necessary information and help to deal with the claim, and (d) take reasonable steps to limit any losses.

This section is the only way for the parties to resolve claims for indemnity.

18. Limitations of Liability

18.1 Exceptions to Liability: The Agreement doesn't limit a party's liability, warranty obligations, or indemnity obligations for (a) bodily injury and death, or gross negligence or willful misconduct, and (b) the promises made above.

18.2 Limit on Liability Amount: In any other situation, the most either party will have to pay in total is the Subscription Fee paid by Customer to Creadits in the 12 months before the issue leading to the claim.

18.3 No Indirect Liability: Neither party can be held responsible for things like indirect, incidental, special, consequential, exemplary, or punitive damages, including lost revenues or profits, or costs of getting replacement goods or services, even if they were warned that such damages could happen.

18.4 Handling Infringement Claims: If a third party claims that Artstash infringes their intellectual property rights, Creadits has the choice to (a) get the right for Customer to keep using Artstash, (b) modify Artstash to avoid infringement and still let Customer use it, or (c) refund Customer any prepaid fees related to the infringing part of Artstash.

18.5 No Liability for Certain Situations: Creadits won't be responsible for any expenses, damages, or costs related to Artstash not working due to the internet being down or changes in laws or technical restrictions. If laws change in a way that affects Artstash, Creadits might limit its availability, and Customer releases Creadits from any liability for such limitations. Creadits doesn't provide any guarantees about Artstash's availability in China, and the Service Level Agreement or other service agreements won't apply to its use by Users in China.

19. Term and Termination

19.1 Order Form Duration: An Order Form in the Agreement starts on the Effective Date and lasts for the period specified in it.

19.2 Automatic Renewal: After the Initial Term (defined in the Order Form), the Agreement will automatically renew for another 12 months with the same terms unless one party gives written notice not to renew at least 90 days before the current term ends. If Customer and its users keep using Artstash after the Agreement ends, the same terms, including payment, will still apply.

19.3 Termination: Either party can immediately end the Agreement if (a) the other party goes bankrupt or insolvent, (b) there's a major breach of the Agreement that isn't fixed within 30 days of notice, or (c) there's a violation of the Usage Policies. Major breaches include not paying on time, breaking confidentiality rules, infringing on third-party intellectual property rights, failing to follow the law, repeated minor breaches adding up to a major one, or not keeping billing info current if it affects invoicing.

19.4 Refund for Customer: If Customer ends the Agreement for cause (as described in Section 19.3), Creadits will refund the prepaid fees from the date of the cause event.

19.5 No Refund for Creadits: If Creadits ends the Agreement for cause, Customer won't get a refund for prepaid amounts.

19.6 Immediate Termination: When the Agreement ends, Creadits will immediately cut off Customer's access to Artstash. Any unpaid amounts will become due right away. Payment obligations still apply even after the Agreement ends.

19.7 Data Return: Within 90 days of the Agreement ending, Customer can ask Creadits to return its Customer Data in a common format. Creadits will charge for this unless Customer terminated the Agreement for cause, in which case Creadits pays for the return.

19.8 Data Deletion: If Customer doesn't ask for their data back, Creadits will destroy it after 180 days, unless the law or backups require keeping it. Creadits can provide a certificate confirming data destruction if requested.

19.9 Surviving Terms: Some parts of the Agreement will continue even after it ends, as both parties would expect.

20. Governing Law and Jurisdiction

Governing Law: This Agreement will follow the laws of Singapore, without considering any conflicts of law.

Dispute Resolution: If there's a dispute related to this Agreement, both parties agree to try to resolve it through at least one negotiation session, making a good-faith effort. If the dispute isn't resolved within 60 days after the first negotiation, it can then go to arbitration.

Arbitration Process: Any disputes about this Agreement will be settled through arbitration under the rules of the Singapore International Arbitration Centre (SIAC). The arbitration costs will be shared, except for attorney fees. The arbitration will happen in Singapore, and English will be the language used. The arbitrator(s) can't award punitive damages, and the parties agree not to ask for them. The arbitration award can be enforced in a Singapore court, and both parties accept the jurisdiction. Neither party can object to this based on inconvenience.

Injunctions: Each party acknowledges that the other party can seek injunctions and equitable relief without needing to prove special damages. This can happen in a court with the right jurisdiction or under SIAC rules for quick arbitration.

Both parties agree not to request the merging of separate arbitration cases, except for any related counterclaims. They acknowledge that consolidating cases would go against the agreed arbitration process.

21. General Provisions

Notices between the Parties must be sent to the contact information provided in the Order Form and are considered received upon delivery, the next day for overnight delivery, or within one business day for email. Each Party must keep their contact information up to date.

The Agreement, including the Privacy Policy, Usage Policies and each Order Form, is the complete agreement between the Parties and replaces all prior discussions and documents. No Party can use the drafting of the Agreement against the other Party.

Changes to the Agreement must be agreed upon in writing by both Parties. Not enforcing a term doesn't mean it can't be enforced later.

If any part of the Agreement is found to be unenforceable, the Parties will try to agree on a replacement. If they can't agree, the unenforceable part will be removed, and the rest of the Agreement remains valid.

Neither Party can transfer their rights and obligations under the Agreement without the other Party's written consent, except in certain cases involving subsidiaries or affiliates. Creadits can assign its right to receive payments without Customer's consent.

Neither Party is responsible for things beyond their control, like government actions, natural disasters, or war. If one Party can't fulfill their obligations for more than 30 days due to such reasons, the other Party can terminate the Agreement.

The Agreement doesn't create a partnership, joint venture, or agency relationship between the Parties. They can't make commitments on behalf of each other.

Creadits can update these Terms, and if it's a significant change, they'll notify Customer. If Customer doesn't agree with the changes, they can object within 30 days, but they'll be bound by the old Terms until the Agreement ends.

In case of conflicts between different Agreement documents, the Order Form takes precedence, followed by the Terms, Usage Policies, and any other applicable terms.

The Agreement is for the benefit of the Parties and not for third parties. Only the Parties can terminate or change it.