This User Agreement (the "Agreement" or these "Terms") is a binding contract between you and the operator of Artemis Group Tools ("Artemis," "we," "us," or "our"). It governs your access to and use of the Artemis Group Tools desktop software, the Artemis account system and license services, our websites, the optional Artemis Audit Bot for Discord, and every related service we operate (together, the "Software" and "Services," as defined below). Please read this Agreement carefully before creating an account, purchasing a plan, installing the Software, or using any of the Services.
IMPORTANT NOTICES. THIS AGREEMENT CONTAINS: (i) A BINDING INDIVIDUAL ARBITRATION PROVISION AND A CLASS ACTION WAIVER (SECTION 24), WITH A 30-DAY RIGHT TO OPT OUT; (ii) A NO-REFUND POLICY — ALL SALES ARE FINAL (SECTION 11 AND THE REFUND POLICY); (iii) AUTOMATIC-RENEWAL AND RECURRING-BILLING TERMS (SECTIONS 8 AND 12); (iv) A MUTUAL JURY-TRIAL WAIVER (SECTION 24.9); AND (v) DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY (SECTIONS 21 AND 22). THESE PROVISIONS AFFECT YOUR LEGAL RIGHTS.
1.1 How you accept. You accept this Agreement by doing any of the following: clicking or checking a box, button, or control presented with a link to these Terms (for example, "I agree" or "Create Account"); creating an Artemis account; purchasing, activating, or redeeming any plan, license, or key; installing, launching, or using the Software; or otherwise accessing or using the Software or the account-based features of the Services. Your acceptance is an affirmative act, and we keep records of the date, time, account, and version of the Terms you accepted. If you do not agree to this Agreement in its entirety, you must not create an account, purchase, install, or use the Software or Services.
1.2 Eligibility; age. The Software and Services are intended solely for adults. You represent and warrant that: (a) you are at least eighteen (18) years of age; (b) you have the legal capacity to enter into a binding contract; (c) you are not barred from using the Software or Services under any applicable law, including the export-control and sanctions laws described in Section 18; and (d) all registration information you provide is accurate and will be kept current. The Services are open to the public to browse and evaluate, but an account, trial, or purchase is available to adults only: creating an account, redeeming a trial or license key, or completing a purchase each constitutes your affirmation that you meet all of the requirements of this Section 1.2, including that you are at least eighteen (18) years of age — this is stated at the applicable sign-up or purchase surface, no separate step is required, and we keep a record of each such affirmation (see the Privacy Policy). We may terminate any account that does not meet these requirements, immediately and without notice, with nothing owed except as applicable law requires. Where a purchaser lacked the capacity to contract, any restitution required by law will be net of the value of the Services accessed, to the fullest extent applicable law permits.
1.3 Related policies. The Privacy Policy and the Refund Policy are incorporated into and form part of this Agreement. Where this Agreement and the Refund Policy address the same subject, they are intended to be read consistently; where an irreconcilable conflict exists as to refunds, Section 11 of this Agreement controls.
1.4 Personal, non-commercial contracting. You enter into this Agreement personally. The Software and Services are offered for personal, non-commercial use (see Sections 4.1 and 5.1). If you use the Services on behalf of a community, group, or organization, you represent that you are authorized to bind yourself individually, and you remain personally responsible for all activity under your account.
For purposes of this Agreement:
3.1 Independent and unofficial. Artemis Group Tools is an independent, unofficial, third-party tool. Artemis is not affiliated with, endorsed by, sponsored by, approved by, supported by, or in any way connected to VRChat Inc. or to any of its parents, subsidiaries, or affiliates. No partnership, agency, joint venture, franchise, or employment relationship exists, or shall be implied, between us and VRChat Inc. Nothing in the Software, the Services, or our marketing states or implies otherwise, and you agree not to represent otherwise to any person.
3.2 Trademarks. "VRChat" and all related names, marks, and logos are trademarks of their respective owner. "Discord" and all related names, marks, and logos are trademarks of their respective owner. We use those marks solely nominatively — to identify the platforms with which the Software is designed to interoperate — and such use does not indicate any affiliation, endorsement, or sponsorship.
3.3 The same applies to Discord and every other platform. The disclaimers in this Section 3 apply equally to Discord Inc. and to every other Third-Party Platform the Software or Services interoperate with, now or in the future. Artemis is not affiliated with, endorsed by, sponsored by, approved by, supported by, or in any way connected to Discord Inc. or any other Third-Party Platform operator.
3.4 Platforms can break or block Artemis at any time. Each Third-Party Platform controls its own systems, interfaces, rules, and enforcement. VRChat, Discord, or any other Third-Party Platform may at any time and without notice change, limit, degrade, break, disable, or block, in whole or in part, functionality on which the Software or Services depend. We have no control over, and no liability for, any such change or action, and no such change or action constitutes a defect in the Software, a failure of the Services, or grounds for any refund, credit, or compensation. Section 14 (Third-Party Platforms; Assumption of Risk) allocates the associated risks in more detail.
4.1 Grant. Subject to this Agreement, and conditioned on your continued compliance with it and on an active, valid entitlement (a Subscription in good standing, an honored Founder Plan, or current Evaluation Access), we grant you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable license to install and run the Software on a device you own or control, and to access and use the Services, in each case solely for your own personal, non-commercial management of VRChat groups that you own or that you personally administer for yourself, and solely for the term of your entitlement. This license is expressly conditioned on your compliance with the restrictions in Sections 5.1(a) through 5.1(c). Use of the Software in violation of those conditions is unauthorized use outside the scope of this license and infringes our intellectual property rights, in addition to being a breach of this Agreement.
4.2 Licensed, not sold. The Software is licensed to you, not sold. You acquire no ownership interest in the Software, the Services, or any License Key, and we and our licensors retain all right, title, and interest in and to them, including all intellectual property rights. All rights not expressly granted in this Agreement are reserved.
4.3 Supported platform — Microsoft Windows only. The Software currently supports Microsoft Windows only. No other operating system is currently supported. We do not warrant that the Software will be compatible with any particular device, hardware, operating-system version, driver, security software, or configuration. We may add, change, limit, or discontinue support for any platform, operating system, or operating-system version at any time, at our sole discretion, without notice. Incompatibility between the Software and your system does not constitute a defect and does not create any refund, credit, or compensation right; free Evaluation Access exists precisely so that you can verify compatibility on your own system before purchasing (see Section 10 and the "try before you buy" section of the Refund Policy).
4.4 Updates. We may develop and provide updates to the Software, which may include bug fixes, feature changes, feature removals, and security measures. Updates may install automatically or may be required as a condition of continued use of the Software or Services, and continued use after an update constitutes acceptance of it. We have no obligation to provide any particular update or to continue supporting any prior version. Section 19.1 governs changes that would remove or materially degrade a paid feature mid-period.
5.1 Restrictions. Except as expressly permitted by this Agreement or by applicable law notwithstanding this limitation, you may not, and you may not permit, assist, or direct any other person to:
5.2 Technological protection measures. The license-validation, activation, integrity-verification, anti-tamper, device-identification, and update mechanisms of the Software and Services are technological measures that effectively control access to a copyrighted work. Circumventing them, or trafficking in tools or services for circumventing them, may violate 17 U.S.C. § 1201 and analogous laws, in addition to breaching this Agreement.
5.3 Cumulative remedies. Our remedies for violations of this Section 5 are cumulative: we may pursue termination and enforcement under Section 20, contract remedies, intellectual-property remedies (including under copyright and anti-circumvention law), equitable relief under Section 24.12, and any other remedy available at law or in equity, and pursuing one remedy does not waive any other.
6.1 One account; accurate information. You may register one Account, for yourself only, using accurate information, and you must keep your account email address current, since it is how we send you account, billing, and legal notices. You may not register an Account for someone else, register using another person's identity or email, or register a new Account to evade an enforcement action (see Section 20.4).
6.2 Credential security; responsibility. You are responsible for maintaining the confidentiality of your Account credentials and for all activity that occurs under your Account, whether or not authorized by you. Notify us promptly at dre@artemisvrc.com if you believe your Account has been compromised. We are not liable for any loss arising from unauthorized use of your Account that results from your failure to safeguard your credentials.
6.3 No sharing, sale, or transfer. Your Account and your entitlements are personal to you. You may not share your Account credentials or License Key with any other person, permit any other person to use your entitlement, sell, buy, trade, or transfer any Account, or access another person's Account. We may treat concurrent or multi-party use of one entitlement as a material breach of this Agreement.
7.1 One device at a time. Each Account and each license is limited to use on one (1) device at a time, unless a different limit is expressly displayed for your Plan. This limit is enforced through the hashed Device Identifier described in the Privacy Policy: the identifier is computed on your device as a one-way cryptographic hash of a hardware-derived value, and only the hash is transmitted to us. This one-device limit is a technical maximum, not a grant of sequential multi-person use: any use of one Account or entitlement by more than one natural person, whether concurrent or sequential, is a material breach of this Agreement regardless of whether the device limit is technically exceeded.
7.2 Changing devices. Signing in to, activating, or using the Software on another device may end or supersede the session or license binding on the previous device. The in-app flow displayed to you at the time controls how any device change, re-activation, or session transition is handled, and we do not promise any particular rebinding, deactivation, or transfer mechanic beyond what the Software displays. If your device fails, is replaced, or is reset, you may move your entitlement to a replacement device through the in-app flow or, if that flow is unavailable, by contacting dre@artemisvrc.com; we will not unreasonably prevent a paid entitlement from continuing on a replacement device, subject to the one-device limit and our fraud and abuse controls.
7.3 We may change the limits. We may change the number of permitted devices, sessions, or activations for any Plan at any time, at our sole discretion. Where a change reduces the limit applicable to an active paid Subscription, it takes effect no earlier than that Subscription's next renewal unless the change is required for security or fraud-prevention reasons.
7.4 Circumvention is a material breach. Sharing an Account across devices or persons, using one entitlement concurrently on multiple devices, or attempting to circumvent, spoof, falsify, or defeat the device limit, the Device Identifier, or session binding is a material breach of this Agreement, subject to the suspension, termination, and blocklist provisions of Section 20. No enforcement of the device limit — including a superseded session, a declined activation, or a blocklist entry — creates any refund, credit, or compensation right.
8.1 Plans generally; the Checkout Flow controls. We offer paid access to the Software and Services through Plans that may include preset plans, Configurable Plans (a base plan plus optional add-on feature modules you select), one-time offerings, and Evaluation Access. Plans may be billed monthly, yearly (which may be offered at a discount), or on such other intervals as we display. For every Order and every plan change, the price, plan composition (including any base plan and add-on modules), Billing Period, and renewal terms displayed to you in the Checkout Flow at the time of the transaction are the terms that control, and this Agreement incorporates them for your transaction. Nothing in this Agreement states or guarantees any particular price, tier, module, discount, or plan availability, and we may introduce, modify, rename, repackage, or retire any Plan, tier, module, or configuration at any time, subject to Sections 8.4, 8.5, and 19.1 for active paid Subscriptions.
8.2 Payments through PayPal. All payments are processed by PayPal. We do not receive or store your full payment-instrument details. By purchasing, you authorize us, through PayPal, to charge your PayPal account (and any payment method backing it) for the amounts displayed in the Checkout Flow, including recurring renewal charges as described in Section 8.3, until you cancel. Your agreement with PayPal governs your use of PayPal.
8.3 Automatic renewal. Recurring Plans are subscriptions that renew automatically and continue to renew until cancelled. At the end of each Billing Period, your Subscription will renew for a further period of the same length, at the then-current price for your then-current plan configuration (whether a preset plan or a Configurable Plan you composed). By selecting a recurring Plan, you authorize us, through PayPal, to charge your PayPal account (and any payment method backing it) for each renewal at the then-current price for your then-current configuration, on or about the renewal date, without further action by you. Section 12 contains additional automatic-renewal disclosures, your consent, and the cancellation-parity commitment.
8.4 Plan changes. You may be able to change your plan configuration — for example, adding or removing add-on modules, switching between preset plans and Configurable Plans, or changing the Billing Period — where the Services offer that option. Plan changes take effect as displayed in the plan-change flow. Unless the flow states otherwise: upgrades and module additions take effect immediately, with a prorated or flow-displayed charge for the remainder of the current Billing Period, and access to an added module or upgraded tier begins only when its charge is applied; downgrades and module removals take effect at the next renewal, with no credit for the current period. After a plan change takes effect, the recurring price for your new configuration, as displayed in the plan-change flow, becomes the renewal price under Section 8.3. If a component of your plan configuration is discontinued or materially changed before a renewal, we will notify you before that renewal and give you the opportunity to accept a modified configuration or to cancel; we will not renew you into a materially different configuration or a higher effective price without that notice, and your continuation past that renewal after notice constitutes acceptance. A plan change does not create any refund or credit right for the current or any prior Billing Period except as the flow expressly states or applicable law requires.
8.5 Price changes. We may change the price of any Plan, base plan, add-on module, configuration, Billing Period, or one-time offering at any time, at our sole discretion, without advance notice. New prices apply immediately to new purchases, new Subscriptions, plan changes, and newly composed plan configurations. For an existing recurring Subscription: a price change does not affect the Billing Period you have already paid for; the new price takes effect only at a subsequent renewal occurring after we have provided reasonable advance notice of the new price — far enough before the renewal that you can cancel before it takes effect; continuing your Subscription past a renewal that follows such notice constitutes your acceptance of the new price; and you may always cancel under Section 8.6 before the renewal to avoid the new price. No price change entitles you or anyone else to a refund of amounts already paid. We do not silently reprice an active Subscription mid-period.
8.6 Cancellation. You may cancel a recurring Plan at any time: (a) online, through the self-service cancellation function available at all times in your Account, which lets you cancel immediately, in a single step, without contacting us, speaking to anyone, or passing through any retention offer; (b) additionally, through your own PayPal account, by managing or cancelling the corresponding subscription or automatic-payment authorization; or (c) additionally, by written request to dre@artemisvrc.com. Cancellation stops all future renewals and takes effect at the end of the current paid Billing Period; you retain access for the remainder of that period, and you will not be charged for any period beginning after the cancellation takes effect. Cancellation does not entitle you to a refund of the current period or any prior period, except as provided in Section 11. Section 12.3 (cancellation parity) applies to every cancellation method.
8.7 Taxes. Displayed prices may exclude taxes, duties, or levies. You are responsible for any taxes shown or applied at checkout or otherwise lawfully imposed on your purchase, other than taxes on our income.
8.8 Failed or reversed payments. If a renewal or other charge fails, is declined, is reversed, is refunded, or is charged back, we may suspend or revoke the corresponding entitlement immediately, as described in Sections 11 and 20. We may retry failed charges where permitted by PayPal and applicable law.
9.1 Limited, discretionary availability. The one-time Founder Plan is not continuously offered. We may offer it only occasionally, in quantities we set at our sole discretion for each offering — which we may increase, decrease, or close at any time — at times and on terms chosen at our sole discretion, on a first-come, first-served basis while we keep the offering open. We have no obligation to offer the Founder Plan at any time, to re-offer it, to announce any offering in advance, or to make any particular number of spots available, and we may modify, suspend, or withdraw any Founder offering at any time, including while an offering is in progress. No statement about availability, scarcity, or timing in any marketing or informal communication modifies this Section. A Founder purchase is complete only when confirmed through the Checkout Flow.
9.2 What "lifetime" means — operational lifetime. The Founder Plan grants access to Artemis for the operational lifetime of the Artemis service — that is, for so long as we continue to operate the Artemis service — not for the lifetime of the purchaser, and not in perpetuity. It is a one-time purchase: it is not a subscription, does not renew, and does not carry recurring charges. The Founder Plan does not constitute an unconditional or perpetual guarantee that the Artemis service, or any feature of it, will remain available indefinitely. We offer the Founder Plan only with the good-faith intent to continue operating the Artemis service. If we permanently discontinue the Artemis service, we will provide advance notice as described in Section 19.3; and if that permanent discontinuation occurs within twenty-four (24) months after your Founder purchase, we will provide you a pro-rata or other good-faith accommodation calculated against a reasonable assumed service life. Consistent with Section 11, the Founder Plan is otherwise sold on a non-refundable basis, and discontinuation of the Artemis service does not otherwise entitle you to a refund, except as provided in Section 11 and this Section.
9.3 Existing purchases honored. Founder entitlements already purchased remain honored in accordance with this Section 9 and this Agreement, including through periods when the Founder Plan is not being offered for sale.
9.4 This definition controls. The meaning and limits of the Founder Plan are defined solely in this Section 9, and this definition governs and controls over any contrary or additional statement in any marketing material, advertisement, store or product listing, website copy, social media post, Discord message, screenshot, video, or other promotional or informal communication, whether made by us or on our behalf. To the extent any such statement conflicts with this Section 9, this Section 9 prevails. See also Section 26 (Entire Agreement; No Reliance).
9.5 Subject to this Agreement. A Founder entitlement is personal and non-transferable and remains subject to every provision of this Agreement, including the license restrictions (Section 5), the device limit (Section 7), acceptable use (Section 13), and for-cause suspension and termination (Section 20.2). We will not terminate a Founder entitlement without cause on an individual basis; a without-cause end of Founder access occurs only upon permanent discontinuation of the Artemis service in its entirety under Sections 9.2 and 19.3 (see Section 20.3(b)).
10.1 Discretionary courtesies. Free trials, trial keys (including keys distributed through our community Discord), and access to alpha, beta, preview, or experimental features or builds — together, "Evaluation Access" — are discretionary courtesies provided free of charge. Where available, they are how you evaluate the Software, including its compatibility with your system, before paying (see Section 4.3 and the Refund Policy).
10.2 Revocable at any time. We may revoke, suspend, expire, limit, or decline to honor any trial, trial key, or Evaluation Access at any time, for any reason or no reason, without notice. Evaluation Access conveys no entitlement to continued access, to any future trial, to any feature, to the general availability of any beta feature, or to any particular paid-plan price. Revocation or expiry of Evaluation Access never creates any refund, credit, or compensation right.
10.3 Trial-key rules. Trial keys are one per person, single-use, non-transferable, may be device-bound through the Device Identifier, and may not be sold, traded, gifted, shared, or redistributed, with or without payment. Obtaining or attempting to obtain multiple trials — including through multiple Accounts, alternate identities, or manipulation of the Device Identifier — is a material breach of this Agreement.
10.4 No auto-conversion without consent. A free trial does not automatically convert into a paid Subscription unless the enrollment flow clearly discloses the conversion, the price, and the first charge date and you affirmatively consent through that flow.
10.5 Beta quality; data. Evaluation Access is provided AS IS, is excluded from any support or availability commitment, may contain defects, may change or be discontinued at any time, and data created in it may be modified or deleted without notice. Section 20.3(c) governs termination of Evaluation Access.
11.1 ALL SALES ARE FINAL — NO REFUNDS. Except as set out in this Section 11 or as expressly stated in the applicable Checkout Flow or plan-change flow (Section 8.4), all fees and payments for Artemis are final and non-refundable. This applies equally to the one-time Founder Plan, to every recurring Subscription of every kind and configuration (preset or Configurable Plan, and every base plan and add-on module within one), and to every renewal charge. You acknowledge that you are not entitled to a refund, credit, or compensation for any unused portion of a Billing Period, change of mind, dissatisfaction, discontinued use, plan change, feature change, incompatibility with your system (see Section 4.3), enforcement of the device limit, price change, revocation of Evaluation Access, or loss of access to — or enforcement action by — any Third-Party Platform (see Sections 3 and 14). The Refund Policy states this policy in full and forms part of this Agreement. The unauthorized-charge and billing-error processes stated in the Refund Policy (its Sections 12 and 13) are payment-integrity processes that form part of this Section 11 and do not conflict with it.
11.2 The sole savings clause. This no-refund policy does not apply where a refund is required by applicable law, and nothing in this Agreement waives, limits, or purports to override any non-waivable right or remedy you have under the mandatory consumer-protection laws of your jurisdiction. Where such a law requires a refund, we provide it as the law requires — and only as the law requires. Section 12.5 describes factors that may be taken into account where any refund consideration applies at all. If you are a consumer in the European Union, European Economic Area, or United Kingdom, you may have a fourteen (14) day right of withdrawal from a purchase. Where you expressly requested that service begin during that period, we may retain a proportionate amount for the service already provided and will refund the remainder; where you expressly consented to immediate delivery of digital content and acknowledged that you thereby lose the right of withdrawal, that right is lost as the law provides. Renewals of an existing Subscription do not start a new withdrawal period where you were informed of the renewal terms at signup.
11.3 Unauthorized or fraudulent charges — a fraud-resolution process, not a refund exception. If you believe a charge on your account was unauthorized or fraudulent, we operate a fraud-resolution process. This process is a verification and good-faith resolution path for suspected payment fraud; it is not an exception to, or a discretionary extension of, the no-refund policy, and it creates no refund right for authorized purchases. To use it: contact us at dre@artemisvrc.com promptly after the charge appears; identify the specific transaction by date and amount; and provide reasonable supporting information, which may include correspondence with your bank or other financial institution. Upon our good-faith verification, we will work with you in good faith to resolve the matter, which may include issuing a refund or reversal of the affected charge, securing the affected Account, and taking enforcement action against the fraudulent actor. This process is a voluntary good-faith resolution path and is not your exclusive remedy.
11.4 Your payment-provider rights are unaffected. This no-refund policy governs our own refund practices only. It does not purport to override, waive, or limit the dispute and buyer-protection processes offered by PayPal, or any chargeback or dispute rights provided by your bank or other financial institution. Those payment-provider processes operate independently of this Agreement, are not waived or limited by this Section, and remain available to you. Nothing in this Section limits any right you may have to dispute a charge directly with your payment provider, your bank, or other financial institution, or under applicable law.
11.5 Consequence of reversals. If a payment is refunded, reversed, or charged back — by us, by PayPal, or by a bank or other financial institution — the corresponding license, Subscription, or entitlement ends immediately, as described in Section 20. This is the stated consequence of the payment ceasing to exist, not a penalty, and it does not limit any remedy you are entitled to under applicable law. Where applicable law entitles you to a partial refund by way of price reduction or a similar remedy that does not rescind your purchase, Section 19 of the Refund Policy governs: such a partial refund does not end your entitlement.
11.6 No refunds from enforcement or changes. No suspension, termination, blocklisting, device-limit enforcement, feature change, price change, plan retirement, modification of this Agreement, or discontinuation of any Evaluation Access creates a refund right. Refunds on discontinuation of the entire service are governed by Sections 9.2, 19.3, and 11.2.
12.1 Disclosure and consent at purchase. The automatic-renewal terms set out in Section 8 are presented to you for your review at the point of purchase, before any recurring charge is made, and your enrollment in a recurring Plan is conditioned on your affirmative agreement to them. By selecting and completing the purchase of a recurring Plan — including a Configurable Plan whose recurring price you composed by selecting a base plan, add-on modules, and a Billing Period — you acknowledge that you have been presented with those renewal terms, including (a) that the Plan renews automatically for successive periods of the same length until you cancel, (b) the recurring amount and billing interval applicable to the Plan and configuration you selected, as displayed in the Checkout Flow, and (c) how to cancel, and you consent to the Plan renewing automatically and to the corresponding recurring charges — at the then-current price for your then-current configuration — continuing until you cancel in accordance with Section 8.6 and the parity provision below. At checkout, before any charge and immediately adjacent to the payment control, we present clearly and conspicuously the recurring price, the billing interval, the fact that the Plan renews automatically until you cancel, the method of cancellation, and the no-refund policy; we obtain your affirmative consent to the automatic-renewal terms through a separate affirmative step in the Checkout Flow (such as a distinct checkbox presented with the renewal terms), apart from your acceptance of this Agreement; and we send you an acknowledgment of the transaction, including the renewal terms and how to cancel, in a durable medium (email). We keep records of that consent, including the terms version displayed and the time of consent.
12.2 Statutory savings; renewal reminders. Where automatic-renewal, negative-option, or other consumer-protection laws apply to you, those laws govern your enrollment notwithstanding the governing-law provision in Section 24, and nothing in this Agreement waives, limits, or disclaims any right, disclosure, reminder, notice, or cancellation requirement those laws afford you or impose on us. This includes, without limitation and to the extent applicable to you, Florida's automatic-renewal statute (Fla. Stat. § 501.165), the California Automatic Renewal Law (Cal. Bus. & Prof. Code §§ 17600 et seq.), the federal Restore Online Shoppers' Confidence Act (15 U.S.C. §§ 8401–8405), Section 5 of the Federal Trade Commission Act, and the automatic-renewal and subscription laws of other U.S. states and of your country of residence. To the extent any such law imposes a mandatory disclosure, affirmative-consent, acknowledgment, reminder, renewal-notice, or cancellation-parity requirement that is more protective of you than this Agreement, that requirement controls and this Agreement is deemed modified to comply with it for your benefit. Where applicable law requires pre-renewal or periodic reminder notices, we will provide them as that law requires; and for Subscriptions with an initial or renewal term of one year or longer, we send a pre-renewal reminder, including how to cancel, before each renewal.
12.3 Cancellation parity. You may cancel a recurring Plan by a means at least as easy to use as the means by which you enrolled. Without limiting the cancellation methods described in Section 8.6, you may cancel (a) online, through the self-service cancellation function available at all times in your Account, in a single step, without contacting anyone, (b) additionally, on a self-service basis through your own PayPal account, by managing or cancelling the corresponding subscription or automatic-payment authorization, or (c) additionally, by written request to dre@artemisvrc.com. We will give effect to a cancellation request received by any of these methods, and you are not required to use any method more burdensome than enrollment, to take any additional step not required to enroll, to speak with a representative, or to pass through any retention process in order to cancel.
12.4 Trials and conversions. Section 10 governs trials. Any free trial or promotional period that converts to a paid Subscription will be disclosed as described in Section 10.4 before you are charged, together with the amount and timing of the first charge and how to cancel before it.
12.5 Elapsed-period and usage qualification. This Section limits — and does not enlarge — the carve-outs in Section 11. This Section never applies to, and never reduces, a refund whose amount or method of computation is fixed by mandatory law (including any statutory time-based pro-rata withdrawal refund): where mandatory law prescribes the amount or method of computing a refund that law requires, that law controls over this Section, and such a refund is computed solely as that law prescribes, which may itself account for service already supplied. In every other case where any refund consideration applies at all — a law-required case in which the applicable law itself permits such factors, or any discretionary goodwill review we choose, in our sole discretion, to undertake — eligibility and the amount of any refund may take into account how much of the current Billing Period has elapsed and your usage of the Software and Services during it, and a request made after a substantial portion of the Billing Period has elapsed, or after substantial use of the Software or Services during that period, may not qualify, or may qualify only in part, in each case to the extent applicable law permits. Nothing in this Section 12.5 creates, implies, or extends any refund right.
13.1 Lawful, responsible use. You agree to use the Software and Services only lawfully and not to use them to harass, stalk, threaten, defame, abuse, or harm any person, to infringe any person's rights, to distribute unlawful or malicious content, or to interfere with any person's use of any platform or service.
13.2 You are the operator of your own use. You are solely responsible for how you operate the Software, including the volume, frequency, timing, and manner of all actions you perform through it. The Software performs actions on Third-Party Platforms using your own accounts and at your direction; you — not we — are the party interacting with those platforms.
13.3 Over-abuse. You acknowledge that excessive, automated, bulk, or otherwise abusive use ("over-abuse") may violate the rules, rate limits, automation policies, or terms of service of VRChat or any other platform you use the Software with. Over-abuse means use that exceeds a platform's published rate limits, automation policies, or terms of service, or any usage limit we display or impose in-app — for example, running automated or scripted actions, sending bulk or mass invitations, or performing rapid or high-volume group, member, or messaging operations in excess of those limits or policies. Using the Software's features as designed, within any limits displayed or imposed in-app and within the applicable platform's published rules, is not by itself over-abuse. You are solely responsible for complying with the terms of service of any Third-Party Platform you use the Software with, including VRChat and Discord, and for ensuring that your use stays within those platforms' rules and limits. Your use of the Software is entirely at your own risk. Over-abuse is also a breach of this Agreement and grounds for action under Section 20.
13.4 Prohibited conduct toward our Services. You may not use the Services to transmit malware; attempt to gain unauthorized access to any account, system, or data; interfere with or disrupt the integrity or performance of the Services; harvest or scrape data about other users; send spam or unsolicited communications through the Services; or misrepresent your identity or affiliation.
13.5 Content standards. Content you submit through the Services (see Section 16) must not be unlawful, infringing, hateful, harassing, sexually exploitative, or deceptive, and must not contain other people's personal information without authority. We may remove any content that we reasonably believe violates this Agreement, without notice and without liability.
14.1 Dependence on platforms we do not control. The Software and Services interoperate with Third-Party Platforms — including VRChat and Discord — that we do not control and are not affiliated with (Section 3). Those platforms' terms of service, community guidelines, developer terms, and usage policies govern your accounts and conduct on them, and you are solely responsible for your compliance with them, including when the Software acts using your account and at your direction, and including your use of the Artemis Audit Bot within Discord's terms.
14.2 ASSUMPTION OF RISK. YOU ACKNOWLEDGE THAT USE OF THIRD-PARTY AUTOMATION OR MANAGEMENT TOOLS MAY VIOLATE VRCHAT'S TERMS OR THE TERMS OF OTHER PLATFORMS, AND MAY RESULT IN WARNINGS, RATE LIMITING, RESTRICTION, SUSPENSION, PERMANENT BANNING, OR DELETION OF YOUR VRCHAT OR OTHER PLATFORM ACCOUNT(S), OR OF ANY GROUP(S) YOU OWN OR MANAGE, INCLUDING AS A RESULT OF EXCESSIVE OR AUTOMATED USE. YOU ASSUME ALL RISK OF PLATFORM ENFORCEMENT, INCLUDING ANY LOSS OF ACCOUNTS, GROUPS, MEMBERS, DATA, OR STATUS. TO THE FULLEST EXTENT PERMITTED BY LAW, AND SUBJECT TO SECTION 22, WE BEAR NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR, AND PROVIDE NO REFUNDS, CREDITS, OR COMPENSATION ON ACCOUNT OF, ANY ACTION TAKEN BY VRCHAT, DISCORD, OR ANY OTHER PLATFORM AGAINST YOU, WHETHER ARISING FROM YOUR OVER-ABUSE (SECTION 13.3), YOUR MANNER OR VOLUME OF USE, YOUR VIOLATION OF A PLATFORM'S TERMS, RULES, OR RATE LIMITS, OR ANY DECISION BY A PLATFORM FOR ANY REASON OR NO REASON.
14.3 Platform changes are not defects. Features of the Software or Services may break, degrade, or be removed if a Third-Party Platform changes, limits, or blocks its interfaces or otherwise acts against third-party tools. Such changes and their consequences are not a defect in the Software, are not a failure of the Services, do not constitute a discontinuation of the Services under Section 19.3 (unless we elect to wind down entirely), and do not entitle you to any refund, credit, or compensation.
14.4 No warranty of platform compliance. We do not represent or warrant that use of the Software complies with the terms of any Third-Party Platform, that any platform approves of or tolerates the Software, or that use of the Software is or will remain undetectable or unactionable by any platform.
15.1 Privacy Policy. Our Privacy Policy describes the information we collect and how we use it, including the hashed Device Identifier used for license enforcement and anti-abuse, IP addresses collected server-side on requests to our Services, telemetry, and the data handling of the in-app friends messaging feature and the Artemis Audit Bot. By using the Software and Services you acknowledge the processing described there.
15.2 Your VRChat credentials stay on your device. As described in the Privacy Policy, your VRChat username, password, and session cookies are stored only locally on your own computer, encrypted, and are never transmitted to or stored on our servers.
16.1 Your content. "Your Content" means material you submit through the Services, including messages sent through the in-app friends feature, support-ticket content, clan-application answers, and any other text or material you provide. You retain any ownership rights you have in Your Content.
16.2 License to us. So that we can operate the Services, you grant us a worldwide, non-exclusive, royalty-free license to host, store, relay, transmit, reproduce, display, and process Your Content as necessary to provide, maintain, secure, and improve the Services consistent with the Privacy Policy (including relaying and storing friends messages for delivery, including offline delivery, and making ticket and application content available to the relevant server's staff), to enforce this Agreement, and to comply with law. This license ends when Your Content is deleted from the Services, except to the extent retention is required for legal, security, or anti-fraud purposes as described in the Privacy Policy.
16.3 Responsibility; no monitoring duty. You are solely responsible for Your Content and represent that you have all rights needed to submit it. We do not undertake any obligation to monitor Your Content, but we may review, restrict, or remove it as described in Section 13.5.
16.4 Feedback. If you give us feedback, suggestions, or ideas about the Software or Services, you grant us a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use them for any purpose, without obligation, attribution, or compensation. Feedback is voluntary, and no feedback creates any confidentiality obligation on our part or modifies this Agreement (Section 25.6).
17.1 Ownership. The Software, the Services, our websites, and all content, marks, and materials we provide (excluding Your Content and third-party marks) are owned by us or our licensors and are protected by United States and international copyright, trademark, and other intellectual-property laws. All rights not expressly granted are reserved. Third-party names and marks — including VRChat, Discord, PayPal, and Google — belong to their respective owners.
17.2 Copyright complaints. We respond to notices of alleged copyright infringement consistent with the Digital Millennium Copyright Act (17 U.S.C. § 512). If you believe material available through the Services infringes your copyright, send a notice to dre@artemisvrc.com containing: (a) identification of the copyrighted work claimed to be infringed; (b) identification of the material claimed to be infringing and information reasonably sufficient to locate it; (c) your contact information (name, address, telephone number, and email); (d) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; (e) a statement, under penalty of perjury, that the information in the notice is accurate and that you are the owner or authorized to act for the owner; and (f) your physical or electronic signature.
17.3 Counter-notification. If material you posted was removed and you believe the removal was mistaken or the material was misidentified, you may submit a counter-notification meeting the requirements of 17 U.S.C. § 512(g)(3) to the same address, and we will process it as that statute provides.
17.4 Repeat infringers. We will terminate the Accounts of repeat infringers in appropriate circumstances.
18.1 Representations. The Software may be subject to U.S. export-control and sanctions laws, including the Export Administration Regulations and regulations administered by the Office of Foreign Assets Control. You represent and warrant that you are not: (a) located in, ordinarily resident in, or organized under the laws of any country or region subject to comprehensive U.S. sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk, and so-called Luhansk regions of Ukraine); or (b) identified on any U.S. government restricted-party list, including OFAC's Specially Designated Nationals and Blocked Persons List and the Commerce Department's Denied Persons and Entity Lists.
18.2 Covenant. You will not export, re-export, or transfer the Software, directly or indirectly, in violation of these laws, and you will not use the Software for any end use prohibited by them. We may suspend or terminate access where we reasonably believe continued provision would violate these laws, with nothing owed.
19.1 We may change the Software and Services. We may modify the Software and Services, and may add, change, limit, or remove features, functionality, or content, at any time, at our sole discretion, with or without notice. We do not promise that any feature will remain available, and no feature change creates any refund, credit, or compensation right (Section 11.6). However, where a change would remove or materially degrade a feature or add-on module that is part of your paid plan configuration during a Billing Period you have already paid for, the change takes effect for you no earlier than your next renewal, except where we reasonably determine it is required for security, legal, or Third-Party-Platform reasons (Section 14.3).
19.2 Availability. The Software depends on our online services (including license validation and account services) and on Third-Party Platforms. We do not warrant uninterrupted availability, and the Services may be unavailable due to maintenance, technical issues, third-party outages, or events beyond our control (Section 27.4).
19.3 Discontinuation. If we permanently discontinue the Artemis service in its entirety, we will provide at least sixty (60) days' advance notice where practicable. We will not commence a new Founder Plan offering after we have decided to permanently discontinue the Artemis service. Because the Software depends on our online services and on Third-Party Platforms, it may cease functioning after discontinuation. On discontinuation: active Subscriptions will not renew further and access continues through any already-paid Billing Period; Founder entitlements are governed by Section 9.2 (including the accommodation for discontinuation within twenty-four months of a Founder purchase); and no refund, credit, or compensation is owed on account of discontinuation except as provided in Sections 9.2 and 11.2. Breakage caused by a Third-Party Platform is governed by Section 14.3 and is not a discontinuation.
20.1 Termination by you. You may stop using the Software and Services at any time and may cancel any Subscription under Section 8.6. You may request deletion of your Account as described in the Privacy Policy. Termination by you does not entitle you to any refund except as provided in Section 11.
20.2 Termination or suspension by us for cause. We may suspend or terminate your Account, any entitlement, or your access to any part of the Software or Services immediately, with or without notice, if we reasonably determine, based on identifiable facts, that you have engaged in one or more of the following: breach of this Agreement; fraud or misrepresentation; payment fraud, a fraudulent or bad-faith payment dispute, or an abusive pattern of chargebacks (Section 11.5 governs the entitlement consequence of any payment reversal); circumvention or tampering under Section 5; account or key sharing, sale, or transfer; abuse of trials (Section 10.3); over-abuse of any Third-Party Platform through the Software (Section 13.3); ban evasion (Section 20.4); harassment of our staff or community; a security threat to us, our users, or our systems; use of the Software or Services in violation of law; or other conduct of materially the same kind as the causes listed above. For-cause termination is effective immediately, forfeits the remainder of any paid period with nothing owed or refunded, and may be accompanied by enforcement through blocklists keyed to hashed Device Identifiers and IP addresses, as described in the Privacy Policy. Where the cause relates to a payment matter, enforcement under this Section is directed to the license, Subscription, or entitlement corresponding to the affected payment, as described in Section 11.5, and nothing in this Section penalizes the good-faith exercise of the payment-provider, network, or statutory rights described in Section 11.4; fraudulent or abusive payment disputes, and repeated abusive chargebacks, remain an independent material breach of this Agreement.
20.3 Termination by us without cause. We may also suspend or terminate any Account or access at any time, for any reason or no reason, with or without notice, at our sole discretion. In that case: (a) for a paid recurring Subscription, the termination takes effect at the end of the Billing Period already paid for — your access continues through that period, no further renewals occur, and no refund is owed because no paid period is cut short; (b) for a Founder entitlement, we will not terminate without cause on an individual basis — a without-cause end of Founder access occurs only upon permanent discontinuation of the Artemis service in its entirety under Sections 9.2 and 19.3, and Section 20.2 remains fully available for cause; and (c) trial, free, promotional, and beta access (all Evaluation Access) may be terminated immediately, for any reason or no reason, with nothing owed. No without-cause termination creates any refund, credit, or compensation right beyond the paid-period run-out described in this Section.
20.4 Ban evasion. If we suspend or terminate your access, you may not evade the enforcement action — including by creating or using another Account, using another person's Account, purchasing with a different payment method, redeeming new keys, spoofing or altering the Device Identifier, or using proxies, VPNs, or other means to evade network-level restrictions. We may enforce suspensions and terminations using blocklists keyed to hashed Device Identifiers and IP addresses and may deny service to any Account, device, or network address associated with a prior enforcement action. Evasion of an enforcement action is itself a material breach of this Agreement and may constitute unauthorized access to our systems under applicable law. No enforcement action, including blocklisting, creates any refund right.
20.5 Effect of termination; survival. Upon termination of your Account or license for any reason: all licenses granted to you end; you must stop using the Software and Services and uninstall the Software; and amounts already paid remain governed by Section 11. The following survive any termination or expiration of this Agreement: Sections 2, 3, 5, 9.4, 11, 12.2, 12.5, 14, 16.2 (to the extent stated), 16.4, 17, 18, 20.4, 20.5, 21, 22, 23, 24, 25.4, 26, and 27, together with any other provision that by its nature should survive.
21.1 AS IS. THE SOFTWARE AND SERVICES (INCLUDING ALL EVALUATION ACCESS) ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY OF UNINTERRUPTED, ERROR-FREE, SECURE, OR AVAILABLE OPERATION, OF COMPATIBILITY WITH ANY DEVICE, OPERATING SYSTEM, OR CONFIGURATION, OR OF CONTINUED INTEROPERABILITY WITH ANY THIRD-PARTY PLATFORM.
21.2 No informal warranties. No advice or information, whether oral or written, obtained from us, our staff, our support channels, our community Discord, or the Services creates any warranty or modifies this Section.
21.3 Consumer savings. Some jurisdictions do not allow the exclusion of certain warranties, conditions, or guarantees. To the extent such laws apply to you, some or all of the above exclusions may not apply, and you may have additional rights; in that case the exclusions in this Section apply to the fullest extent permitted by the applicable law. If you are a consumer in the United Kingdom or the European Union, nothing in this Agreement affects your statutory rights in respect of digital content or services that are defective, not as described, or not supplied with reasonable care and skill. If the Australian Consumer Law applies to you: nothing in this Agreement excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred on you by the Australian Consumer Law that cannot lawfully be excluded, restricted, or modified; our goods and services come with guarantees that cannot be excluded under that law; and, to the extent we are permitted to limit our liability, it is limited, at our option, to resupplying the relevant services or paying the cost of resupply.
22.1 Exclusion of certain damages. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, ACCOUNTS, GROUPS, MEMBERS, OR STATUS ON ANY THIRD-PARTY PLATFORM, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE OR SERVICES, UNDER ANY THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
22.2 Aggregate cap. TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE OR SERVICES WILL NOT EXCEED THE AMOUNTS YOU PAID US IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR, IF GREATER, THE MINIMUM AMOUNT REQUIRED FOR THIS LIMITATION TO BE ENFORCEABLE UNDER APPLICABLE LAW.
22.3 Essential basis. The disclaimers in Section 21 and the limitations in this Section 22 are an essential basis of the bargain between you and us, and the pricing of the Software and Services reflects them.
22.4 Savings; non-excludable liability. Some jurisdictions do not allow the limitation or exclusion of liability for certain damages. To the extent such laws apply to you, some or all of the limitations above may not apply to you, and the limitations in this Section apply to the fullest extent permitted by the applicable law. Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for fraud or fraudulent misrepresentation, or for death or personal injury caused by negligence where such liability may not be excluded. In New Jersey, Sections 21 and 22 apply, except that they do not limit or exclude liability for our own gross negligence or willful misconduct, for personal injury caused by our negligence, or for punitive or statutory damages that New Jersey law makes available and does not permit to be waived.
You will defend, indemnify, and hold harmless the operator of Artemis Group Tools and our service providers, licensors, and personnel from and against any third-party claims, demands, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your breach of this Agreement; (b) your violation of any law or of any third party's rights; (c) your violation of the terms, rules, guidelines, or policies of VRChat, Discord, or any other Third-Party Platform through or in connection with your use of the Software or Services; (d) Your Content; or (e) your misuse of the Software or Services, including use to harass, defame, or harm others. This obligation does not apply to the extent a claim arises from our own negligence, willful misconduct, or violation of law. We may assume the exclusive defense and control of any matter otherwise subject to indemnification, at our expense, in which case you agree to cooperate with our defense and not to settle any such matter without our prior written consent.
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES MOST DISPUTES TO BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION, WAIVES CLASS ACTIONS AND JURY TRIALS, AND GIVES YOU A 30-DAY RIGHT TO OPT OUT OF ARBITRATION (SECTION 24.7).
24.1 Governing law. This Agreement, and any dispute arising out of or relating to it or to the Software or Services (each, a "Dispute"), are governed by the laws of the State of Florida, USA, without regard to its conflict-of-laws principles — except that the Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of the arbitration provisions of this Section 24. The United Nations Convention on Contracts for the International Sale of Goods does not apply. If you reside in a jurisdiction whose laws grant you mandatory consumer protections, or a mandatory home forum, that this Section cannot lawfully override, nothing in this Section deprives you of them.
24.2 Informal resolution first (required). Before either party files an arbitration demand or a lawsuit over a Dispute, that party must first send the other a written notice of dispute ("Dispute Notice"). Your Dispute Notice goes to dre@artemisvrc.com; ours goes to the email address on your Account. A Dispute Notice must describe the nature of the claim, the relevant facts, and the specific relief sought. For sixty (60) days after a Dispute Notice is received, the parties will attempt in good faith to resolve the Dispute informally, and neither party may commence arbitration or litigation during that period. Compliance with this Section 24.2 is a condition precedent to commencing any arbitration or litigation. All applicable statutes of limitations and filing deadlines are tolled during the 60-day informal-resolution period, so neither party loses rights by participating in it.
24.3 Binding individual arbitration. Except for Disputes described in Section 24.8, you and we agree that any Dispute that is not resolved informally under Section 24.2 will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules then in effect (the "AAA Rules"), as modified by this Section 24. The arbitration will be conducted by a single arbitrator; the seat of arbitration is Florida, USA; and any hearing will be conducted by videoconference or, if an in-person hearing is required, in the county where you reside (or another mutually agreed location), as the AAA Rules provide. Payment of filing, administrative, and arbitrator fees is governed by the AAA Rules; your responsibility for those fees is limited to the consumer filing fee under the AAA consumer fee schedule, and we will pay all remaining AAA administrative and arbitrator fees to the extent the AAA Rules require, or as otherwise required for this Section to be enforceable. The arbitrator may award the same individual relief that a court could award, including individual injunctive or declaratory relief, and must apply this Agreement as a court would, including the limitations in Sections 21 and 22. Judgment on the award may be entered in any court of competent jurisdiction. If the AAA is unavailable or declines to administer an arbitration under this Section, the parties will agree on another administrator experienced in consumer arbitration; if they cannot agree, a court of competent jurisdiction will appoint an arbitrator under 9 U.S.C. § 5, and this Section remains in force.
24.4 Delegation. The arbitrator has exclusive authority to resolve all threshold questions of arbitrability, including the interpretation, applicability, enforceability, or formation of this arbitration agreement — except that any dispute concerning the enforceability, validity, or scope of the class-action waiver in Section 24.5 or the mass-filing procedures in Section 24.6 shall be decided by a court of competent jurisdiction, not the arbitrator.
24.5 Class action waiver. YOU AND WE EACH AGREE THAT DISPUTES MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. If this class-action waiver is held unenforceable as to a particular claim or request for relief, then that claim or request (and only that one) shall be severed from arbitration and proceed in court under Section 24.10, and the waiver shall remain enforceable as to all other claims; in no event may any claim proceed on a class or representative basis in arbitration.
24.6 Mass filings. If twenty-five (25) or more arbitration demands raising similar claims are filed against either party by or with the assistance of coordinated counsel or organizations, the parties agree the demands will be administered under the AAA's Mass Arbitration Supplementary Rules, and: (a) ten (10) demands selected in equal number by each side will proceed first as bellwether arbitrations; (b) the remaining demands will be held in abeyance (with limitations periods tolled) pending completion of the bellwethers; and (c) after the bellwether awards, the parties will engage in a good-faith global mediation before further demands proceed. This Section applies equally to both parties and is intended to promote efficient, good-faith resolution, not to prevent any claimant from ultimately having a claim heard. If a demand held in abeyance under this Section has not proceeded to arbitration or been resolved within eighteen (18) months after it was filed, either party to that demand may elect in writing to have it proceed under Section 24.3.
24.7 Your 30-day right to opt out. You may opt out of the arbitration agreement (Sections 24.3, 24.4, and 24.6) and the class-action waiver (Section 24.5) by sending written notice to dre@artemisvrc.com within thirty (30) days after the first date you accept a version of this Agreement that contains this arbitration provision, or within thirty (30) days after the effective date of any material change to this Section 24, whichever applies, stating your name, your Artemis account email or ARTEMIS handle, and a clear statement that you wish to opt out of arbitration. Opting out does not affect any other provision of this Agreement, and does not disadvantage you in any way in your use of the Software or Services. If you have previously opted out, you do not need to opt out again when this Agreement is updated.
24.8 Carve-outs. Notwithstanding Section 24.3, either party may: (a) bring an individual claim in small-claims court in the county where you reside, or in Florida, if the claim is within that court's jurisdictional limits and proceeds on an individual basis; (b) seek injunctive or other equitable relief in a court described in Section 24.10 to protect that party's intellectual-property rights (including, for you, Your Content), or to stop license circumvention (Section 5) or unauthorized access to systems, where delay would cause irreparable harm — the party seeking relief must still send a Dispute Notice under Section 24.2 promptly, but need not complete the 60-day period where irreparable harm is imminent; and (c) pursue any complaint or claim before a federal, state, or local government agency (including the U.S. Federal Trade Commission or a state attorney general) if the law permits — nothing in this Agreement prevents you from making reports to, or participating in the proceedings of, any such agency.
24.9 Jury-trial waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE OR SERVICES THAT, FOR ANY REASON, PROCEEDS IN COURT RATHER THAN IN ARBITRATION.
24.10 Forum for court proceedings. Any Dispute that is not subject to arbitration — including Disputes brought by opt-outs under Section 24.7, claims within the carve-outs of Section 24.8 (other than small-claims matters), and any claim severed under Section 24.5 — shall be brought exclusively in the state or federal courts located in the State of Florida, USA. You and we each consent to the personal jurisdiction of those courts, agree that venue there is proper and convenient, and waive any objection based on lack of personal jurisdiction, improper venue, or forum non conveniens. This Section does not override any mandatory home-forum right you have under the consumer-protection laws of your jurisdiction (Section 24.1).
24.11 Time for claims. Claims must be commenced within the limitations period provided by applicable law.
24.12 Equitable relief. You acknowledge that a breach of Sections 4, 5, 6.3, 7, 13, 17, or 20.4 may cause us irreparable harm for which money damages would be inadequate, and that we may seek injunctive or other equitable relief for such a breach, in addition to all other remedies, without any requirement to post a bond except to the extent required by law.
24.13 Severability and survival of this Section. If any provision of this Section 24 is held invalid or unenforceable, it shall be reformed to the minimum extent necessary to make it enforceable, and the remainder of this Section shall remain in full force — except as provided in the final sentence of Section 24.5, which is not severable from the agreement to arbitrate as to the affected claim. This Section 24 survives termination of your Account, your license, and this Agreement.
25.1 We may change these Terms at any time. We may modify, replace, or update this Agreement — and the Privacy Policy and Refund Policy — at any time, at our sole discretion, including to reflect changes in the Software, the Services, our Plans, the law, or our business.
25.2 Effective when posted. Changes take effect when the updated document is posted at its /legal/ address, as reflected by the updated effective date shown on the document. For material changes, we will provide notice, which may consist of posting the updated terms with a new effective date, an email to your Account email address, an in-app notice, or another reasonable method we choose. We maintain an archive of superseded versions of this Agreement, and you may request any prior version at dre@artemisvrc.com.
25.3 Continued use is acceptance; your remedy is to stop. Your continued use of the Software or Services after a change's effective date constitutes acceptance of the change. If you do not agree to a change, your sole and exclusive remedy is to cancel any Subscription under Section 8.6 and stop using the Software and Services. No modification of this Agreement, the Privacy Policy, or the Refund Policy creates any refund, credit, or compensation right.
25.4 No retroactivity. A change to this Agreement does not apply to a Dispute that arose before the change's effective date. The version of this Agreement in effect when a Dispute arose governs that Dispute (subject to Section 24.7's provision that a prior arbitration opt-out carries forward).
25.5 Renewal under current terms. Each renewal of a Subscription, and each new Order, is governed by the version of this Agreement in effect at the time of that renewal or Order.
25.6 Only posted terms or written amendments count. Only the posted version of this Agreement (or a written amendment expressly designated as such by us) can modify the agreement between you and us. No oral or informal statement — including Discord messages, community posts, support replies, marketing materials, or statements by any staff member or community moderator — modifies this Agreement, creates any warranty, or grants any right. See Section 26.
26.1 Defined scope of "lifetime" controls. The meaning and limits of the one-time Founder (lifetime) Plan are defined solely in Section 9, and that definition governs and controls over any contrary or additional statement in any marketing material, advertisement, store or product listing, website copy, social media post, screenshot, video, or other promotional or informal communication, whether made by us or on our behalf. To the extent any such statement conflicts with Section 9, Section 9 prevails.
26.2 Entire agreement. This Agreement, together with the Privacy Policy, the Refund Policy, and the transaction-specific terms displayed in your Checkout Flow (Section 8.1), constitutes the entire agreement between you and us regarding the Software and Services, and supersedes and replaces all prior or contemporaneous understandings, communications, proposals, representations, and statements, whether oral or written, on that subject.
26.3 No reliance. You acknowledge and agree that, in purchasing or using the Software or Services, you have not relied on, and are not entitled to rely on, any representation, promise, assurance, or statement that is not expressly set out in this Agreement — including any representation about the duration or permanence of access to Artemis or to any Plan that is inconsistent with Section 9 (the sole definition of the Founder Plan's scope); any statement about future features, platforms, operating systems, roadmaps, timelines, or pricing; and any informal statement in Discord, support channels, or marketing. You further acknowledge that no goodwill, pro-rata, residual, or other refund is or will be owed to you upon any discontinuation of the Artemis service, except as expressly provided in Sections 9.2 and 11. This Section does not exclude or limit liability for fraud or fraudulent misrepresentation, and, where the law of your residence treats certain pre-contract statements as binding contractual terms, this Section does not affect the effect that law gives them.
27.1 Severability; reformation. If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision shall be reformed and enforced to the maximum extent permissible so as to effect the parties' intent, and the remaining provisions shall continue in full force and effect. This Section is subject to the special severability rules for Section 24 set out in Sections 24.5 and 24.13.
27.2 Assignment. You may not assign or transfer this Agreement, your Account, or any entitlement, by operation of law or otherwise, and any attempted assignment is void. We may assign this Agreement, in whole or in part, without notice or consent, including in connection with a merger, acquisition, reorganization, or sale of some or all of our assets or business; this Agreement binds and benefits the parties and their permitted successors and assigns, and your entitlements under it (including any honored Founder entitlement) bind any such successor.
27.3 No waiver. Our failure or delay in exercising any right or enforcing any provision of this Agreement is not a waiver of it. A waiver is effective only if in writing and signed or expressly issued by us, and applies only to the specific instance for which it is given.
27.4 Force majeure. We are not liable for any failure or delay in performance caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, power or internet failures, failures or actions of Third-Party Platforms or service providers, denial-of-service or other attacks, or governmental action.
27.5 Notices; electronic communications. We may provide notices to you by email to your Account email address, through the Software or Services, or by posting to our websites, and you consent to receiving communications from us electronically; notices so given satisfy any legal requirement that a communication be in writing. Notices to us must be sent to dre@artemisvrc.com, except where this Agreement specifies a different procedure (for example, Sections 24.2 and 24.7).
27.6 Relationship. You and we are independent contracting parties. This Agreement does not create any partnership, joint venture, agency, fiduciary, or employment relationship between you and us, or between us and any Third-Party Platform (Section 3).
27.6A No third-party beneficiaries. This Agreement is for the benefit of you and us only. It does not confer, and is not intended to confer, any right or remedy on any other person, and no other person may enforce any of its terms — except that the persons protected by the indemnity in Section 23 and by the disclaimers and limitations in Sections 21 and 22 (our service providers and licensors, in those capacities) are intended beneficiaries of those provisions only, which we may enforce on their behalf.
27.7 Interpretation. Section headings are for convenience only and do not affect interpretation. "Including" means "including without limitation." "Or" is not exclusive. References to laws include their amendments and successors. The parties agree that this Agreement shall not be construed against the drafting party, except where applicable consumer-protection law requires that ambiguities be resolved in your favor.
27.8 Contact. Questions about this Agreement may be sent to dre@artemisvrc.com.
Artemis Group Tools · Contact: dre@artemisvrc.com · Privacy Policy · User Agreement · Refund Policy