ArtAML Beta Tester and Confidentiality Agreement

Thank you for your interest in being a Beta tester for ArtAML.

As with any Beta test program, you’re being asked to agree to several conditions before you begin testing materials. Don’t worry, we’re not asking for much and present this as a mutually beneficial opportunity in making use of the ArtAML CDD platform.

Here’s a summary of the main terms to which you’re agreeing:

• You acknowledge that you are participating in an ArtAML Beta program and the info you learn as a tester is confidential and cannot be shared.
• You confirm that information you provided in the ArtAML Beta ‘Expression of Interest’ form is accurate.
• You confirm that you are not a member of the press, nor an employee or representative of any competitor.
• You agree not to disclose your role or work as a Beta tester to any member of the press, public news group, or third party.
• You agree to reasonably respond in a timely manner to ArtAML’s requests for feedback (noting that in addition to requests for written feedback, we anticipate conducting two Zoom / equivalent conversations with you during the Beta program to provide input to ArtAML).
• You license ArtAML to freely use the feedback and suggestions you provide.

IF YOU AGREE TO THESE CONDITIONS, PLEASE READ THE TERMS OF THIS BETA TESTER AND CONFIDENTIALITY AGREEMENT (“AGREEMENT”) GOVERNING THE USE OF THE SOFTWARE, RELATED FIRMWARE AND HARDWARE PROVIDED TO YOU BY ARTAML LTD. (“ARTAML”).

BY INDICATING YOUR ACCEPTANCE OF THESE TERMS AND SELECTING THE “ACCEPT” BUTTON AS IT APPEARS ON THE ARTAML REGISTRATION PAGE, YOU ARE (1) REPRESENTING THAT YOU ARE OVER THE AGE OF 18, (2) REPRESENTING THAT YOU HAVE THE RIGHT AND AUTHORITY TO LEGALLY BIND YOURSELF TO THESE TERMS (FOR YOURSELF OR ON BEHALF OF THE ENTITY YOU’RE REPRESENTING), AND (3) CONSENTING TO BE LEGALLY BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. THIS WILL CREATE A BINDING AGREEMENT. IF YOU DO NOT AGREE TO ALL THESE TERMS OR CANNOT MAKE SUCH REPRESENTATIONS, DO NOT SELECT THE “ACCEPT” BUTTON AS IT APPEARS ON THE REGISTRATION PAGE AND DO NOT USE THE PRODUCT OR MATERIALS.

Background

A) ArtAML is developing a technology solution to support the anti-money laundering compliance needs of the art market As a tester you will receive from ArtAML: access to the CDD platform (the “Product”) and related documentation, (the “ArtAML Materials”).

B) The Product is currently in development and in experimental form. You have agreed to test and evaluate the Product in accordance with the terms of this Agreement in order to assist ArtAML in the completion of the Product.

In consideration of the mutual covenants set forth herein, the parties hereby agree as follows:

1) Confidentiality.
You agree to keep confidential and not disclose or discuss to any third party:
a. The Product,
b. Materials,
c. ArtAML development or marketing plans that you learn about as part of your participation as tester,
d. your participation in the Beta program, and
e. verbal or written communications from ArtAML employees, agents, contractors or other representatives regarding ArtAML Materials and the Product. The confidentiality requirements continue until all of the above become publicly known.

2) No Conflicting Loyalty.
You represent that neither you nor any household member is: a) a member of the press or any public newsgroup, or b) an employee or representative of any competitor of ArtAML. You represent that the information provided in your ArtAML Beta Expression of Interest form is accurate.

3) Feedback.
You will provide prompt feedback to ArtAML regarding the operation or use of ArtAML Product and Materials when it is requested. This may include filing online reports, participating in telephone interviews, maintaining a record of problems or errors, providing suggestions and ideas, and responding to written surveys or email homework that may be provided by ArtAML. You acknowledge and agree that ArtAML may use, disclose, reproduce, license, distribute and otherwise commercialise such feedback. You hereby grant to ArtAML all required licenses in your feedback and the associated intellectual property rights to allow ArtAML to carry out these rights.

4) Grant of License to Test.
Subject to the terms and conditions of this Agreement, ArtAML hereby grants you a personal, non-exclusive, non-transferable and revocable license to use the Product. Your license will be valid only during the time that you are an active participant in any ArtAML Beta Program solely for the purposes of testing and evaluating the Product to assist ArtAML in the completion of its development, and not for any commercial purpose or use. You agree not to reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which are provided to you hereunder.

5) DISCLAIMER OF WARRANTIES.
You acknowledge and agree that:
a. the Product is not complete in development and has not been commercially released for sale by ArtAML;
b. the Product may not be fully functional, and it is expected that it will contain errors, design flaws or other problems;
c. the Product may not be reliable during the time you are participating as a tester in the ArtAML Beta Program;
d. the Product and its use may result in unexpected results, loss of data, electrical failures or other unpredictable damage or loss to you;
e. ArtAML is under no obligation to release a commercial version of the Product;
f. you have received the necessary consents and approvals from the owner(s) of any premises where the Product will be used/tested in the manner requested by ArtAML; and
g. ArtAML has the right to unilaterally abandon development of the Product at any time and without any obligation or liability to you or any third party. You further acknowledge that you have paid no consideration to ArtAML for the Product hereunder, and that THE PRODUCT IS BEING SUPPLIED TO YOU “AS IS”. ArtAML MAKES NO WARRANTIES REGARDING THE PRODUCT, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

6) Ownership.
You acknowledge and agree that ArtAML and/or its suppliers own all right, title and interest in and to the Product and in any and all intellectual property rights therein, including but not limited to any and all copyrights, patents, patent applications, trade secrets, trademarks and other intangible rights therein. You agree not to use ArtAML’s trademarks or other business names for any purpose. You will not earn or acquire any rights or licenses under any copyrights, patents, trade secrets, trademarks or other intellectual property rights on account of this Agreement or your performance under this Agreement. To the extent that ArtAML provides access to Materials and/or the Product, you agree that the Product and Materials are and remain the sole and exclusive property of ArtAML. You agree to promptly disclose and hereby assign to ArtAML any suggestions for change and/or improvement to the Product and any related rights thereto and to assist ArtAML, as reasonably requested by ArtAML and at ArtAML’s expense, in obtaining intellectual property protection relating to such suggestions as ArtAML may reasonably direct.

7) Limitation of Liability.
IN NO EVENT SHALL ARTAML BE LIABLE TO YOU OR ANY OTHER PARTY FOR DAMAGES OF ANY KIND ARISING FROM USE OF THE PRODUCT, WHETHER RESULTING FROM A TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, WARRANTY OR OTHER FORM OF ACTION, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL AND CONSEQUENTIAL DAMAGES, OF ANY KIND ARISING IN ANY WAY OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS MATERIAL TO THIS AGREEMENT.

8) Privacy.
For purposes of this Beta test program, you agree to allow ArtAML, its employees or agents to contact you using the personal contact information you have provided, such as your name, email, address, and telephone number. ArtAML may store or share this personal contact information with ArtAML employees, agents or authorised contractors in order to communicate with you. ArtAML may use, collect, or store information generated from your testing and use of the Product and Materials being provided to you under this Agreement. You acknowledge and agree that personal data will be stored on servers in Amsterdam, subject to the General Data Protection Regulation (“GDPR”).

9) General Provisions

a. Termination.
This Agreement will automatically expire at the end of your participation as a ArtAML Beta Program tester unless terminated sooner in accordance with this Agreement, and in any case shall expire not more than five (5) years after the date of this Agreement. Either party may terminate this Agreement before the end of your participation in the ArtAML Beta Program for any reason or no reason upon written notice to the other party. This Agreement will automatically terminate upon any breach by you of any of your obligations hereunder including breach of confidentiality obligations. Your breach of any of your obligations under the Agreement may result in your immediate removal from the ArtAML Beta program(s).

b. Miscellaneous.
This Agreement shall be governed by the laws of England and Wales. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

c. This Agreement constitutes the entire agreement between you and ArtAML with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein.

d. If any provision of this Agreement is found to be invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms. You acknowledge that any breach of your obligations under this Agreement with respect to the proprietary rights of ArtAML will cause ArtAML irreparable injury for which there are inadequate remedies at law, and, therefore, ArtAML will be entitled to equitable relief in addition to all other remedies provided by this Agreement or available at law or in equity.

For enquiries or questions regarding this Agreement, the Product or Materials, please see https://artaml.com/contact/ for current contact information.