ARTVEST AI SUBSCRIPTION TERMS OF SERVICE

STANDARD VERSION

Last updated: November 2025

These Terms of Service (the "Terms") form a binding legal agreement between:

• ArtVest AI known as ‘Artsignal’ (as defined below), and
• the entity identified in the applicable Order Form ("Customer", "you").

By signing an Order Form, clicking "accept", or accessing or using the Services, you agree to be bound by these Terms. If you do not agree, you must not use the Services.

These Terms are intended for business users only. You represent and warrant that you are not acting as a consumer and that you are entering into these Terms in the course of your trade, business, craft, or profession.

If Artsignal and Customer have executed a separate enterprise subscription agreement, master services agreement or similar in writing, and there is a conflict between that agreement and these Terms, the signed agreement will prevail.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Terms:

• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting interests.
• "Agreement" means these Terms together with any Order Form(s) and any documents expressly incorporated by reference.
• "Artsignal", "we", "us", "our" means Artsignal [●] Ltd, a company registered in England and Wales under company number [●], with its registered office at [●].
• "Authorised User" means an individual who is authorised by Customer to use the Services on Customer's behalf and to whom unique access credentials have been issued.
• "Business Day" means a day other than a Saturday, Sunday or public holiday in England.
• "Confidential Information" has the meaning given in clause 9.1.
• "Customer Data" means any data, content, materials or information (including personal data) that Customer or an Authorised User submits to or stores in the Services.
• "Data Protection Laws" means all applicable data protection and privacy laws in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018.
• "Documentation" means any user guides, technical or support documentation and other materials relating to the Services made available by Artsignal.
• "Effective Date" means the date identified as such in an Order Form, or, if earlier, the date Customer first accesses the Services.
• "Fees" means the subscription, usage-based and other fees payable by Customer under the Agreement, as set out in the Order Form or otherwise agreed in writing.
• "Initial Subscription Term" means the initial subscription term for the Services specified in the Order Form.
• "Intellectual Property Rights" means all patents, copyright, trade marks, database rights, trade secrets and all other intellectual property rights, in each case whether registered or unregistered.
• "Order Form" means an order form or similar document executed by the parties which references these Terms.
• "Outputs" means any data, analytics, insights, signals, models, scores, projections, valuations or other results generated by the Services.
• "Services" means the subscription services provided by Artsignal under the Agreement, including any online software applications, APIs, analytics, dashboards, and AI-assisted features.
• "Subscription Term" means the Initial Subscription Term together with any subsequent renewal periods.
• "Usage Metrics" means the applicable usage units and limits for the Services (for example, number of Authorised Users, number of API calls, or other agreed metrics) specified in the Order Form.

1.2 Interpretation

(a) Clause headings are for convenience only and do not affect interpretation.
(b) A reference to a statute includes all subordinate legislation and amendments in force from time to time.
(c) "Including" and similar words are illustrative and do not limit the generality of preceding words.
(d) References to a party include its permitted successors and assigns.
(e) A reference to "written" or "in writing" includes email.

2. STRUCTURE OF THE AGREEMENT

2.1 These Terms apply to all access to and use of the Services by Customer and its Authorised Users.

2.2 Each Order Form forms part of the Agreement and incorporates these Terms. If there is any conflict between an Order Form and these Terms, the Order Form will prevail to the extent of the conflict.

2.3 Purchase Orders

(a) Customer may issue purchase orders ("POs") for administrative purposes.

(b) If there is any conflict between a PO and this Agreement, this Agreement will prevail.

(c) Artsignal is not bound by any additional or different terms in a PO unless expressly agreed in a separate written amendment signed by an authorised signatory of Artsignal.

3. SUBSCRIPTION GRANT AND ACCESS

3.1 Subscription Licence

Subject to Customer's payment of Fees and compliance with the Agreement, Artsignal grants Customer a non-exclusive, non-transferable, limited right during the Subscription Term to permit Authorised Users to access and use the Services and Documentation solely for Customer's internal business purposes.

3.2 Authorised Users

(a) Each User Subscription is intended primarily for use by a single named Authorised User. Customer may reassign a User Subscription to a different individual at any time, provided the previous user's access is promptly revoked.

(b) Customer may add additional User Subscriptions during the Subscription Term. Such additions will be pro-rated for the remainder of the then-current Subscription Term.

3.3 Account Security

Customer must ensure that:

(a) each Authorised User keeps their login credentials confidential;
(b) credentials are not shared between individuals; and
(c) Artsignal is promptly notified if any login credentials have been compromised.

Customer is responsible for all activities occurring under its accounts.

3.4 Service Availability

3.4.1 Artsignal will use commercially reasonable efforts to make the Services available with an uptime of at least 98% in any calendar month, calculated excluding:

(a) planned maintenance (with reasonable advance notice);
(b) emergency maintenance for critical security or integrity issues;
(c) outages caused by Customer's actions or Customer Data;
(d) outages caused by third-party services outside Artsignal's control (including AI model providers, cloud infrastructure providers, and internet service providers);
(e) Force Majeure events.

3.4.2 Customer acknowledges that the Services rely in part on third-party AI models which may experience higher rates of latency or unavailability than traditional software services.

3.4.3 Artsignal will maintain a publicly accessible status page showing current service status and any ongoing incidents.

3.5 Service Changes

Artsignal may update, enhance or modify the Services from time to time. Artsignal will not materially reduce the overall core functionality of the Services during the Subscription Term without providing reasonable advance notice.

3.6 Beta Features

Artsignal may make certain features available on a beta or preview basis ("Beta Features"). Beta Features are provided "as is" without warranties, may be changed or withdrawn at any time, and use is at Customer's sole risk.

3.7 Support

Artsignal will provide email-based support during Business Days (9am-6pm UK time), with responses targeted within one Business Day for standard queries. Each Customer will be assigned a customer success contact. Specific support and training arrangements will be agreed in the Order Form.

4. CUSTOMER OBLIGATIONS

4.1 Customer must:

(a) provide Artsignal with all co-operation and information reasonably required to provide the Services;
(b) use the Services only in accordance with the Agreement, Documentation and applicable laws;
(c) ensure that all Authorised Users are at least 18 years old and comply with the Agreement.

4.2 Customer warrants that:

(a) it has full power and authority to enter into and perform the Agreement;
(b) it is not a consumer; and
(c) its use of the Services and Outputs will not breach any laws, regulations or third-party rights.

5. ACCEPTABLE USE AND PROHIBITED CONDUCT

5.1 Customer must not, and must ensure that its Authorised Users do not:

(a) access, store, distribute or transmit any material that is unlawful, harmful, defamatory, obscene, infringing, harassing, discriminatory, or otherwise objectionable;

(b) use the Services in a way that is unlawful or fraudulent;

(c) interfere with or disrupt the integrity or performance of the Services;

(d) attempt to gain unauthorised access to the Services or related systems;

(e) remove or obscure any proprietary notices on or in the Services or Documentation;

(f) use automated systems (including bots or scrapers) to access the Services except via documented APIs;

(g) perform security testing without Artsignal's prior written consent;

(h) resell, rent, lease or provide the Services to third parties, except as expressly permitted in an Order Form; or

(i) use the Services in breach of export control or sanctions laws.

5.2 Artsignal may suspend access to the Services if Artsignal reasonably believes that Customer has breached this clause 5 or clause 6, or if suspension is necessary to address a security risk or comply with law. Artsignal will give Customer notice where practicable and will lift the suspension when the relevant issue has been resolved.

6. COMPETITIVE USE AND OUTPUT RESTRICTIONS

6.1 No Competitive Use

Customer must not use the Services, Outputs or Documentation to:

(a) design, build, train, test, operate or improve any product or service that competes with the Services or Artsignal's business;

(b) provide a substantially similar analytics, market-intelligence, valuation or AI-driven decision support service to third parties; or

(c) evaluate or monitor the Services for the purpose of copying features or functionality to develop a competing offering.

6.2 No Benchmarking

Customer must not publish or disclose any benchmark tests or performance information relating to the Services without Artsignal's prior written consent.

6.3 Use in Machine Learning Systems

Customer must not use the Services or Outputs to train, develop or improve any machine-learning models or systems that will be sold, licensed or otherwise made available to third parties, or to create datasets that are sold or licensed to third parties.

Customer may use Outputs for its own internal analytics and decision-support purposes only, provided this does not compete with Artsignal's business.

6.4 Compliance Verification

Artsignal may, no more than once per year, request reasonable information from Customer to verify compliance with this clause 6.

7. FEES, INVOICING AND PAYMENT

7.1 Fees

Customer will pay the Fees in the amounts and on the schedule set out in the Order Form or otherwise agreed in writing.

7.2 Usage Monitoring

7.2.1 Artsignal will measure Customer's use of the Services. In the absence of manifest error, Artsignal's system logs are prima facie evidence of usage.

7.2.2 If Customer disputes any usage measurement, Customer may request a review within 14 days. Artsignal will investigate in good faith and adjust if an error is found.

7.3 Over-Usage

If Customer's usage exceeds the Usage Metrics by more than 15% in any two consecutive months, Artsignal will notify Customer and the parties will discuss upgrading to a higher tier or adjusting pricing. Any agreed pricing changes will take effect from the start of the month following agreement. Artsignal will not invoice for historical over-usage prior to such notice, except where Customer has intentionally circumvented usage limits.

7.4 Invoicing and Payment

(a) Unless otherwise stated in the Order Form, Fees are invoiced annually in advance and are payable within 30 days from the invoice date.
(b) All Fees are exclusive of VAT and other applicable taxes.
(c) Fees are non-refundable, except where expressly stated in the Agreement or required by law.

7.5 Late Payment

If Customer fails to pay by the due date:

(a) Artsignal may charge interest at 4% per annum above the Bank of England base rate; and

(b) Artsignal may, after giving at least 7 days' prior written notice, suspend the Services until all overdue amounts are paid.

7.6 Fee Changes

Artsignal may increase Fees for renewal periods by giving at least 60 days' written notice prior to the end of the then-current Subscription Term.

8. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP

8.1 Artsignal IP

Customer acknowledges that Artsignal and/or its licensors own all Intellectual Property Rights in the Services, Documentation, and all algorithms, models and methodologies used to provide the Services. Except for the limited rights expressly granted in the Agreement, no rights or licences are granted to Customer.

8.2 Customer Data

(a) Customer retains all right, title and interest in Customer Data.

(b) Customer grants Artsignal a non-exclusive, worldwide, royalty-free licence for the Subscription Term to host, store, process and use Customer Data as necessary to provide the Services and perform Artsignal's obligations under the Agreement.

8.3 Service Outputs

Subject to Customer's compliance with the Agreement and payment of Fees, Artsignal grants Customer a non-exclusive, non-transferable licence to use the Outputs during and after the Subscription Term for Customer's internal business purposes, provided this does not contravene clause 6.

8.4 Aggregated Data

Artsignal may generate and use aggregated, de-identified data derived from Customer's use of the Services for analytics, improving the Services, benchmarking and research. Artsignal will ensure such data:

(a) does not identify Customer or any individual;
(b) complies with UK GDPR anonymisation requirements;
(c) cannot reasonably be re-identified; and
(d) will not reveal commercially sensitive information specific to Customer's business.

8.5 Feedback

If Customer provides ideas, suggestions or feedback relating to the Services, Customer grants Artsignal a perpetual, irrevocable, worldwide, royalty-free licence to use such feedback without restriction.

9. DATA PROTECTION AND CONFIDENTIALITY

9.1 Data Protection

(a) Each party will comply with its obligations under Data Protection Laws.

(b) Where Artsignal processes personal data on behalf of Customer, Customer is the controller and Artsignal is the processor. The parties' data processing obligations are set out in Schedule 1 (Data Processing).

(c) Customer is responsible for ensuring it has a lawful basis for processing and for the accuracy and legality of Customer Data.

(d) Artsignal will implement appropriate technical and organisational measures to protect Customer Data.

(e) In the event of a personal data breach affecting Customer Data, Artsignal will notify Customer without undue delay and provide reasonable assistance.

9.2 Confidential Information

"Confidential Information" means any information disclosed by one party to the other that is marked as confidential or would reasonably be understood to be confidential, including (for Artsignal) the Services, Documentation and all non-public information about Artsignal's business and technology.

Each party will:

(a) keep the other party's Confidential Information confidential;
(b) use it only for the purposes of the Agreement; and
(c) disclose it only to those employees or contractors who need to know it and are bound by confidentiality obligations.

The obligations in this clause do not apply to information that is or becomes publicly available through no fault of the receiving party, was lawfully known before disclosure, or is independently developed.

A party may disclose Confidential Information to the extent required by law, provided it gives prior notice where legally permitted.

These confidentiality obligations will continue for 3 years after expiry or termination of the Agreement, except for trade secrets which continue indefinitely.

10. AI OUTPUTS AND DISCLAIMERS

10.1 Indicative Only – Not Formal Valuations

All Outputs, including any valuations, scores, estimates or projections, are purely indicative and provided for general informational purposes only. They:

(a) do not constitute any formal valuation, appraisal, opinion of value, Red Book valuation, or regulated professional opinion; and

(b) are not prepared in accordance with any specific valuation standard or regulatory requirements.

10.2 No Regulated Status

Artsignal is not authorised or regulated as a valuation firm, investment firm, investment adviser, or similar regulated entity in any jurisdiction. Provision of the Services does not create any professional, advisory or fiduciary relationship.

10.3 AI Limitations

Customer acknowledges that the Services and Outputs may be generated by machine-learning and AI systems which:

(a) are probabilistic and subject to error, bias and limitations;

(b) may rely on third-party data that may be incomplete, inaccurate or unreliable; and

(c) may change over time as models evolve.

Artsignal does not warrant that Outputs are accurate, complete, up-to-date or suitable for any particular purpose.

10.4 No Sole Reliance

Customer must not rely solely on Outputs when making business, investment, lending or other significant decisions. Customer should:

(a) conduct its own independent investigations;

(b) obtain professional advice where necessary; and

(c) ensure any use of Outputs is appropriate for Customer's purposes.

Customer is solely responsible for assessing and managing risks arising from its use of the Services and Outputs.

10.5 Presentation to Third Parties

Customer must not represent to any third party that:

(a) any Outputs are formal, certified or regulated valuations; or

(b) Artsignal has provided professional advice or assumed any duty of care.

If Customer shares Outputs with third parties, Customer must clearly describe them as indicative, automatically generated estimates only.

10.6 Regulatory Compliance

The Services and Outputs are not intended as "investment research" or similar regulated communications. Customer is solely responsible for ensuring its use complies with applicable securities, financial-services and other regulatory requirements.

11. WARRANTIES

11.1 Artsignal warrants that:

(a) it has all necessary rights and authority to enter into and perform the Agreement; and
(b) it will provide the Services with reasonable skill and care.

11.2 Except as expressly stated in the Agreement, and to the fullest extent permitted by law, Artsignal disclaims all other warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement and availability.

Customer acknowledges that complex software and AI-driven services are never wholly free from defects or errors.

12. INDEMNITIES

12.1 Customer Indemnity

Customer will indemnify Artsignal against all losses, damages and costs arising from any third-party claim relating to:

(a) Customer Data or Customer's use of the Services in breach of the Agreement or applicable law; or

(b) Customer's violation of financial-services, market-abuse or sanctions laws when using the Services.

12.2 Artsignal IP Indemnity

Artsignal will indemnify Customer against direct damages finally awarded arising from a third-party claim that Customer's authorised use of the Services infringes a UK copyright, trade mark or patent, provided Customer:

(a) promptly notifies Artsignal of the claim;
(b) allows Artsignal sole control of the defence; and
(c) provides reasonable co-operation.

If the Services become subject to an infringement claim, Artsignal may procure the right to continue use, modify the Services to be non-infringing, or terminate and refund pre-paid Fees.

13. LIMITATION OF LIABILITY

13.1 Non-excludable Liability

Nothing in the Agreement limits or excludes either party's liability for:

(a) death or personal injury caused by its negligence;
(b) fraud or fraudulent misrepresentation;
(c) any liability that cannot be limited or excluded under applicable law.

13.2 Excluded Types of Loss

Subject to clause 13.1, neither party will be liable for any:

(a) loss of profits, revenue or anticipated savings;
(b) loss of business, opportunities or contracts;
(c) loss of use or corruption of data;
(d) loss of or damage to goodwill or reputation; or
(e) indirect, consequential or purely economic loss.

13.3 Overall Cap

Subject to clause 13.1, each party's total aggregate liability arising out of or in connection with the Agreement in any 12-month period will be limited to the total Fees paid or payable by Customer in that 12-month period.

13.4 The parties agree that the Fees reflect the allocation of risk and limitation of liability set out in this clause 13.

14. TERM, RENEWAL AND TERMINATION

14.1 The Agreement commences on the Effective Date and continues for the Subscription Term, unless terminated earlier.

14.2 Renewal

14.2.1 Unless otherwise stated in the Order Form, the Subscription Term will automatically renew for successive periods equal to the Initial Subscription Term (or one year, if longer), unless either party gives the other at least 90 days' written notice of non-renewal.

14.2.2 Fees for renewal periods will be the same as the then-current period, subject to increases notified under clause 7.6, or as otherwise agreed.

14.2.3 Artsignal will send Customer a renewal reminder at least 120 days before renewal, setting out the renewal date, applicable Fees, and any material changes.

14.3 Termination for Cause

Either party may terminate the Agreement immediately on written notice if the other party:

(a) commits a material breach which is not remedied within 30 days after written notice; or

(b) becomes insolvent, enters administration or liquidation, or is otherwise unable to pay its debts.

14.4 Consequences of Termination

On termination:

(a) all rights granted to Customer will immediately cease;

(b) Customer must stop all use of the Services and Documentation;

(c) Customer must pay all outstanding Fees; and

(d) each party must return or destroy the other party's Confidential Information (subject to legal retention requirements).

14.5 Data Export

Provided Customer is not in material breach and has paid all Fees, Artsignal will, on Customer's written request made within 30 days following termination, make available an export of Customer Data. After this period, Artsignal may delete Customer Data.

14.6 Clauses which by their nature survive termination (including clauses 6, 8, 9, 10, 12, 13, 14.4–14.6, 16 and 18) will survive.

15. CHANGES TO THESE TERMS

15.1 Artsignal may update these Terms from time to time. For Customers with an active Subscription Term:

(a) Material changes will be notified by email at least 90 days before they take effect;

(b) Non-material changes (such as clarifications or changes required by law) will be notified at least 30 days before they take effect.

15.2 A "material change" includes any change that increases Customer's obligations, reduces Artsignal's service commitments, materially restricts Customer's use rights, or would reasonably be considered material by an ordinary business customer.

15.3 Changes will apply from the start of the next renewal Subscription Term unless the change is required by law or Customer agrees to earlier application.

15.4 If Customer reasonably objects to any material change, Customer may notify Artsignal within 30 days and the parties will discuss in good faith. If no agreement is reached, the existing Terms will continue until the end of the then-current Subscription Term, and the Agreement will expire unless Customer agrees to renew on the updated Terms.

Customer may also terminate on 60 days' written notice if Customer determines the material change makes the Services unsuitable, in which case Artsignal will refund any pre-paid Fees for the period after termination.

15.5 Notices of changes will be sent to the email address in the Order Form and posted at [www.artsignal.com/terms].

16. THIRD-PARTY SERVICES

The Services may enable Customer to access third-party services. Customer's use of any third-party services is at Customer's own risk and subject to third-party terms. Artsignal has no liability for third-party services or content.

17. DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION

17.1 Good-Faith Negotiation

If a dispute arises, the parties will first attempt in good faith to resolve it by negotiation between senior representatives with authority to settle the dispute.

17.2 Mediation

If the dispute is not resolved within 30 days, either party may propose mediation. If both parties agree, they will attempt to agree on a mediator within 14 days. If no agreement is reached, either party may request nomination by the Chartered Institute of Arbitrators, CEDR, or another recognised UK mediation provider. The parties will share mediator fees equally. Either party may decline mediation if it would be disproportionate or if urgent relief is required.

17.3 Governing Law and Jurisdiction

The Agreement is governed by the law of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.

18. MISCELLANEOUS

18.1 Entire Agreement

The Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings. Each party acknowledges it has not relied on any statement not expressly set out in the Agreement.

18.2 Force Majeure

Neither party will be liable for delay or failure in performing its obligations (except payment obligations) to the extent caused by events beyond its reasonable control. The affected party will use reasonable efforts to mitigate the impact and notify the other party without undue delay.

18.3 Assignment

Customer may not assign the Agreement without Artsignal's prior written consent. Artsignal may assign to any Affiliate or successor entity in connection with a merger, acquisition or sale of assets.

18.4 Notices

Notices must be in writing and sent to the addresses in the Order Form by hand, courier, post or email. Notices are deemed received on delivery (hand/courier), on the second Business Day after posting, or at the time of transmission (email, if no bounce-back).

18.5 No Partnership

Nothing in the Agreement establishes any partnership, joint venture, employment or agency relationship.

18.6 Waiver and Severability

No failure to exercise a right constitutes a waiver. If any provision is invalid, it will be deleted but the remaining provisions continue in full force.

18.7 Third-Party Rights

No person who is not a party has rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

18.8 Order of Precedence

If there is an inconsistency between these Terms and an Order Form, the Order Form prevails.

18.9 Publicity

Artsignal may request Customer's consent to use Customer's name and logo in marketing materials. Customer may grant or withhold consent in its sole discretion and may withdraw consent at any time.

18.10 Compliance

Each party warrants it will comply with all applicable anti-bribery, anti-corruption, anti-money laundering and sanctions laws, and is not subject to UK, US, EU or UN sanctions.

SCHEDULE 1 – DATA PROCESSING

1. Subject Matter and Duration

Artsignal will process personal data on behalf of Customer for the purposes of providing the Services, for the Subscription Term and such additional period as necessary to comply with legal obligations.

2. Nature and Purpose of Processing

Artsignal will process personal data to create and manage accounts, provide and support the Services, monitor and improve performance and security, and comply with legal obligations.

3. Types of Personal Data

Personal data may include (as determined by Customer): identification and contact details, login data, usage data and activity logs, and any other personal data in Customer Data.

4. Categories of Data Subjects

Data subjects may include Customer's employees, contractors, Authorised Users, clients, customers, suppliers, and other individuals whose personal data is entered into the Services.

5. Processing Instructions

Artsignal will process personal data only on Customer's documented instructions as set out in the Agreement, or as required by law (in which case Artsignal will inform Customer unless prohibited).

6. Security Measures

Artsignal will implement appropriate technical and organisational measures including encryption, access controls, network security, vulnerability assessments, and staff training.

7. Subprocessing

Customer authorises Artsignal to engage subprocessors (including cloud providers). Artsignal will impose equivalent data protection obligations on subprocessors and remain responsible for their acts. Artsignal will provide a list of subprocessors on request and notify Customer of changes.

8. International Transfers

Artsignal may transfer personal data outside the UK provided it ensures compliance with Data Protection Laws through appropriate safeguards such as standard contractual clauses.

9. Data Subject Rights

Artsignal will assist Customer in responding to data subject requests insofar as reasonably possible. Artsignal will notify Customer of any data subject request received directly and will not respond except on Customer's instructions or as required by law.

10. Personal Data Breach

In the event of a breach affecting Customer Data, Artsignal will notify Customer without undue delay and provide reasonable assistance.

11. Return and Deletion

Upon termination, Artsignal will handle Customer Data in accordance with clause 14.5, subject to legal retention requirements.

END OF STANDARD TERMS