Artemis Targeting Software License Agreement

Effective Date: January 12, 2026

1. General

(a) License Grant

The Artemis Targeting software platform, including all AI agents, targeting algorithms, natural language interfaces, landing page builders, display ad creation tools, chat widgets, documentation, APIs, and any data or content provided through the platform ("Original Artemis Software"), as may be updated or replaced by feature enhancements, software updates, security patches, or system improvements provided by CW Ad Agency, a division of Cullari & Wardell Geofencing Ad Agency LLC, and its related companies ("Artemis" or "we") (the Original Artemis Software and Artemis Software Updates are collectively referred to as the "Artemis Software"), whether accessed via web browser, mobile application, or API, are licensed, not sold, to you for use only under the terms of this License.

Artemis and its licensors retain ownership of the Artemis Software itself and reserve all rights not expressly granted to you. You agree that the terms of this License will apply to all features and modules of the Artemis Targeting platform unless a specific feature is accompanied by a separate license, in which case the terms of that separate license will govern your use of that feature.

(b) Software Updates

Artemis, at its discretion, may make available Artemis Software Updates to enhance functionality, improve performance, or address security concerns. The Artemis Software Updates may not necessarily include all existing features or new features that Artemis releases. The terms of this License will govern any Artemis Software Updates provided by Artemis that replace and/or supplement the Original Artemis Software, unless such updates are accompanied by a separate license.

(c) Automatic Updates

If you enable automatic updates in your account settings, the Artemis Software will periodically check for available updates and may automatically download and install them. By using the Artemis Software, you agree that Artemis may download and install automatic Artemis Software Updates. You can disable automatic updates at any time through your account settings. However, certain critical security updates and essential system improvements may be automatically applied regardless of your settings to ensure platform security and compliance with legal or regulatory requirements.

2. Permitted License Uses and Restrictions

(a) Subscription-Based Access

Subject to the terms and conditions of this License and your active subscription, you are granted a limited, non-exclusive, non-transferable license to access and use the Artemis Software for your internal business purposes. The scope of your license is determined by your subscription tier (Individual, Team, Agency, Enterprise) and the number of authorized users or seats purchased.

You may not:

• Share login credentials with unauthorized users
• Exceed the number of campaigns, landing pages, or API calls included in your subscription tier
• Use the Artemis Software to provide services to third parties without an appropriate Agency or Enterprise license
• Resell, redistribute, or sublicense access to the Artemis Software

(b) Intellectual Property Restrictions

You may not, and you agree not to enable others to:

• Copy, decompile, reverse engineer, disassemble, or attempt to derive the source code of the Artemis Software
• Decrypt, modify, or create derivative works of the Artemis Software or any proprietary algorithms, including the GPS-verified geofencing targeting engine or AI models
• Remove, obscure, or alter any proprietary notices (including trademark and copyright notices) that may be affixed to or contained within the Artemis Software
• Access the Artemis Software through automated means (bots, scrapers, etc.) except through official API access included in your subscription

These restrictions apply except as and only to the extent any restriction is prohibited by applicable law.

(c) Content Creation and Usage Rights

The Artemis Software may be used to create landing pages, display advertisements, targeting campaigns, and other marketing materials. You retain ownership of the content you create using the Artemis Software, provided that:

• You have the legal right to use all source materials (images, text, branding) incorporated into your creations
• Your content does not violate any third-party intellectual property rights
• Your content complies with all applicable advertising regulations and platform policies

Artemis retains ownership of:

• All underlying software, algorithms, and AI models
• The 4,260+ proprietary targeting segments derived from GPS-verified geofencing data
• All templates, system-generated suggestions, and platform infrastructure

(d) AI-Generated Content

Content generated by Artemis AI features (including but not limited to landing page copy, ad suggestions, targeting recommendations, and chat widget responses) is provided as-is for your use in marketing campaigns. You are responsible for:

• Reviewing all AI-generated content for accuracy, appropriateness, and compliance before publication
• Ensuring AI-generated content does not infringe on third-party rights
• Verifying that AI-generated targeting recommendations align with your legal and ethical standards

Artemis makes no warranties regarding the accuracy, completeness, or suitability of AI-generated content for your specific use case.

(e) Data Usage and Targeting Segments

The proprietary targeting segments, geofencing data, and location intelligence provided through the Artemis Software are licensed for your use only within the platform. You may not:

• Export, copy, or reproduce targeting segment data outside the Artemis platform
• Use Artemis targeting data to build competing products or services
• Share or resell access to Artemis targeting segments

(f) Compliance with Laws

You agree to use the Artemis Software in compliance with all applicable laws, including but not limited to:

• Digital advertising regulations (FTC guidelines, GDPR, CCPA, etc.)
• Location data privacy requirements
• Industry-specific advertising restrictions (financial services, healthcare, alcohol, etc.)
• Intellectual property and trademark laws
• Anti-spam and communication regulations (CAN-SPAM, TCPA, etc.)

Features of the Artemis Software may not be available in all languages, regions, or industries. Some features may be restricted based on your geographic location or the nature of your business.

(g) Account Requirements

Access to the Artemis Software requires:

• A valid Artemis Targeting account with current payment information
• Compliance with Artemis's Acceptable Use Policy
• Maintenance of accurate account and billing information
• For Agency and Enterprise tiers: Execution of a separate master services agreement

Artemis reserves the right to suspend or terminate accounts that violate these terms or engage in fraudulent, abusive, or illegal activities.

(h) API Usage

If your subscription includes API access, you agree to:

• Use the API only as documented in official Artemis API documentation
• Respect rate limits and usage quotas specified in your subscription tier
• Implement proper error handling and not abuse retry mechanisms
• Protect your API keys and credentials as confidential information
• Not use the API to circumvent subscription tier limitations

(i) Beta Features

Artemis may offer beta, preview, or experimental features. These features are provided "as-is" without warranty and may be modified, discontinued, or changed at any time. Beta features should not be used in production environments or for critical campaigns without appropriate testing and backup plans.

3. Transfer and Assignment

(a) No Transfer Without Consent

You may not rent, lease, lend, sell, redistribute, or sublicense your access to the Artemis Software without prior written consent from Artemis. Corporate subscriptions may be transferred between employees or authorized users within the same organization as specified in your subscription agreement.

(b) Business Transfers

In the event of a merger, acquisition, or sale of substantially all of your business assets, you may request to transfer your Artemis subscription to the acquiring entity, subject to:

• Written notice to Artemis at least 30 days prior to the transfer
• The acquiring entity's agreement to be bound by these terms
• Approval by Artemis (not to be unreasonably withheld)
• Payment of any applicable transfer fees

(c) Artemis Assignment Rights

Artemis may assign all or any portion of this License, or any rights or obligations hereunder, to any Cullari Media LLC affiliate or subsidiary, or to a successor in interest in the event of a merger, acquisition, or sale of assets, without your consent or prior notice.

4. Data Collection, Privacy, and Security

(a) Data Collection and Usage

Artemis collects and processes data to provide and improve the Artemis Software, including:

• Account Data: Name, email, company information, billing details, and subscription tier
• Campaign Data: Advertising campaigns, targeting parameters, landing pages, and performance metrics you create
• Usage Data: How you interact with the platform, features used, and session information
• Location Data: For geofencing campaigns, GPS-verified location data as specified by you (not your personal location)
• Analytics Data: Aggregate platform usage, campaign performance, and system optimization metrics

(b) Your Data Rights

You retain ownership of:

• All campaign content you create
• Customer data you upload or collect through landing pages and chat widgets
• Business information and creative assets you provide

Artemis uses your data only to:

• Provide and improve the Artemis Software services
• Generate anonymized, aggregated insights for platform improvement (with no personally identifiable information)
• Comply with legal obligations
• Communicate with you about your account, updates, and security

(c) Data Security

Artemis implements industry-standard security measures to protect your data, including:

• Encryption of data in transit (TLS/SSL) and at rest
• Regular security audits and vulnerability assessments
• Access controls and authentication requirements
• Secure data center infrastructure

However, no security system is impenetrable. You acknowledge that Artemis cannot guarantee absolute security and you use the platform at your own risk.

(d) Third-Party Services

The Artemis Software may integrate with or utilize third-party services for:

• Payment processing
• Cloud infrastructure
• Email delivery
• Analytics and monitoring
• Advertising network integrations (Meta, Google, programmatic exchanges)

Your use of these integrated services may be subject to the third party's terms of service and privacy policy. Artemis is not responsible for third-party service practices or performance.

(e) Privacy Policy

Detailed information about Artemis's data practices is available in our Privacy Policy. By using the Artemis Software, you consent to the collection, use, and processing of data as described in the Privacy Policy and these terms.

(f) Data Retention and Deletion

You may export your campaign data at any time through the platform's export features. Upon termination of your subscription:

• Your account data will be retained for 90 days to facilitate reactivation
• After 90 days, your data will be permanently deleted unless retention is required by law
• You may request immediate deletion by contacting support@artemistargeting.com

Anonymized, aggregated data derived from your usage may be retained indefinitely for platform improvement purposes.

5. Artemis Software, Services, and Third-Party Materials

(a) Platform Services

The Artemis Software provides access to various services and features, including but not limited to:

• Targeting Consultation AI: Natural language interface for creating geofencing and geotargeting campaigns
• Landing Page Builder: AI-powered landing page creation with integrated chat agents
• Display Ad Wizard: Automated display advertisement creation and optimization
• Chat Widgets: Conversational AI with business context integration
• Campaign Management: Tools for creating, launching, and optimizing advertising campaigns
• Analytics and Reporting: Performance tracking and ROI measurement
• API Access: Programmatic access to platform features (subscription tier dependent)

These services may not be available in all languages, regions, or subscription tiers. Artemis reserves the right to modify, suspend, or discontinue any service at any time with reasonable notice.

(b) Advertising Network Integrations

Artemis integrates with third-party advertising networks and platforms, including but not limited to programmatic display networks, social media advertising platforms, search engine marketing platforms, and mobile advertising exchanges.

Your use of these advertising networks through Artemis is subject to the advertising network's terms of service and policies, industry advertising standards and regulations, and your own compliance with applicable laws.

Artemis is not responsible for advertising network policy changes or account suspensions, third-party platform performance or availability, costs incurred through third-party advertising spend, or compliance violations resulting from your campaign content or targeting.

(c) Geofencing and Location Data

The proprietary geofencing technology and 4,260+ targeting segments are built on GPS-verified location data collected and curated by Artemis over more than a decade. This data is anonymized and aggregated, collected in compliance with applicable privacy laws, updated regularly to ensure accuracy, and licensed exclusively for use within the Artemis platform.

You acknowledge that:

• Location-based targeting is subject to inherent technical limitations and accuracy variances
• GPS data may be affected by environmental factors, device capabilities, and signal conditions
• Targeting segments represent statistical models and probabilities, not guaranteed outcomes
• Geofencing campaigns should be evaluated for effectiveness in your specific use case

(d) AI-Generated Content and Recommendations

Artemis uses artificial intelligence and machine learning to provide landing page content generation, ad copy suggestions, targeting recommendations, chat widget responses, and campaign optimization insights.

You acknowledge and agree that:

• AI-generated content should be reviewed for accuracy and appropriateness before use
• Artemis does not guarantee the accuracy, completeness, or suitability of AI outputs
• You are responsible for ensuring AI-generated content complies with applicable laws and regulations
• AI recommendations are based on algorithms and historical data, not guaranteed future results

(e) Third-Party Materials and Integrations

The Artemis Software may display, include, or make available content, data, information, applications, or materials from third parties ("Third-Party Materials") or provide integrations with third-party services. Examples include stock photography and creative asset libraries, marketing automation platforms, CRM integrations, analytics services, and social media platforms.

You acknowledge and agree that:

• Artemis is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of Third-Party Materials
• Artemis does not warrant or endorse Third-Party Materials and assumes no liability or responsibility for them
• Third-Party Materials and integrations are provided solely as a convenience
• Your use of Third-Party Materials is at your own risk and subject to third-party terms of service

(f) Financial and Performance Data

The Artemis Software may display campaign performance metrics, ROI calculations, cost estimates, and other financial information. This information is provided for general informational purposes only, campaign planning and optimization, and internal business decision-making.

You acknowledge that performance data may vary from actual results due to factors outside Artemis's control, financial projections and ROI estimates are not guarantees of future performance, Artemis is not liable for business decisions made based on platform data, and you should consult with financial, legal, or marketing professionals before making significant business decisions.

(g) No Guaranteed Results

Artemis does not guarantee:

• Specific advertising performance outcomes (impressions, clicks, conversions, ROI)
• Campaign approval by advertising networks or platforms
• Availability of targeting segments in all geographic regions
• Compatibility with all third-party services or platforms
• Uninterrupted service or error-free operation

(h) Service Modifications and Discontinuations

Artemis reserves the right to modify features, functionality, or user interfaces; update algorithms and AI models; add or remove integrations with third-party services; adjust subscription tier features and pricing; and discontinue features or services with reasonable notice (typically 90 days for major features).

In the event of significant service modifications that materially reduce functionality:

• Existing subscribers will receive at least 90 days advance notice
• You may cancel your subscription for a pro-rated refund if the change materially affects your use case
• Artemis will make reasonable efforts to provide migration paths or alternative solutions

(i) Platform Availability and Uptime

Artemis strives to maintain high platform availability but does not guarantee uninterrupted service. Scheduled maintenance will be communicated at least 48 hours in advance when possible, conducted during off-peak hours when feasible, and kept to a minimum duration necessary.

Unscheduled downtime may occur due to emergency security patches, infrastructure failures, third-party service disruptions, or force majeure events. Artemis's service level commitments, if any, are specified in your subscription agreement or Enterprise contract.

(j) User Content and Conduct

You are solely responsible for all content you create, upload, or publish using the Artemis Software; ensuring your campaigns comply with advertising regulations and platform policies; obtaining necessary rights, licenses, and permissions for all materials you use; and the accuracy and truthfulness of claims made in your advertising.

You agree not to use the Artemis Software to:

• Create illegal, fraudulent, defamatory, or misleading advertising
• Violate intellectual property rights of third parties
• Distribute malware, viruses, or harmful code
• Engage in spamming, phishing, or other abusive practices
• Circumvent security features or access restrictions
• Interfere with other users' access to the platform
• Reverse engineer or attempt to extract proprietary algorithms or data

6. Payment Terms and Billing

(a) Subscription Fees

Access to the Artemis Software requires payment of subscription fees based on your selected tier:

• Individual Tier: For single users and small businesses
• Team Tier: For teams with multiple users
• Agency Tier: For agencies managing multiple client accounts
• Enterprise Tier: For large organizations with custom requirements

Subscription fees are billed monthly or annually based on your selection, due in advance at the beginning of each billing period, subject to change with 30 days notice to existing subscribers, and non-refundable except as specified in Section 6(g).

(b) Usage-Based Fees

Certain features may incur additional usage-based fees, including:

• API calls exceeding your tier's allocation
• Landing pages beyond your tier's limit
• Additional user seats
• Premium targeting segments or data
• Overage charges for campaigns exceeding included limits

Usage-based fees are billed monthly in arrears, calculated based on actual usage during the billing period, and disclosed in your account dashboard.

(c) Advertising Spend

Advertising spend for campaigns placed through Artemis is separate from subscription fees and billed directly by advertising networks (for direct integrations) or managed through Artemis's managed service (for Agency/Enterprise clients with media buying agreements).

Artemis is not responsible for advertising costs, budget management, or disputes with advertising networks unless you have a separate managed services agreement.

(d) Payment Methods

Accepted payment methods include major credit cards (Visa, Mastercard, American Express, Discover), ACH/bank transfer (for annual Enterprise subscriptions), and invoice billing (for Enterprise clients with approved credit terms).

You authorize Artemis to charge your payment method for recurring subscription fees on the renewal date, for usage-based fees at the end of each billing period, and for any outstanding amounts if payment fails.

(e) Failed Payments

If payment fails:

• You will receive email notification within 24 hours
• Artemis will attempt to re-process payment up to 3 times over 10 days
• After 10 days of failed payment, your account may be suspended
• After 30 days of failed payment, your account may be terminated and data deleted

You remain responsible for all fees incurred during any period of failed payment.

(f) Taxes

Subscription fees do not include applicable taxes. You are responsible for sales tax, VAT, GST, or other transaction taxes; withholding taxes (if applicable); and any other taxes or duties imposed by your jurisdiction. Artemis will collect and remit taxes as required by law. If you are exempt from taxation, you must provide valid exemption documentation.

(g) Refund Policy

Refunds are provided only in the following circumstances:

• Trial Period: Full refund of Subscription Fees only if cancelled within the first 2 days (for new subscribers only). Advertising spend and usage-based fees are non-refundable.
• Billing Errors: Full refund of any amounts charged in error.
• Service Discontinuation: Pro-rated refund if Artemis discontinues a material feature without providing a suitable alternative.

Annual subscriptions are non-refundable after 2 days. Monthly subscriptions are non-refundable after the first billing period.

(h) Cancellation

You may cancel your subscription at any time through your account settings, email to support@artemistargeting.com, or phone support (for Enterprise clients).

Upon cancellation:

• Access continues until the end of the current billing period
• No refund is provided for the remaining period (except as specified in Section 6(g))
• Your data is retained for 90 days, then permanently deleted
• You may export your data before cancellation

(i) Price Changes

Artemis may change subscription pricing with 30 days advance notice to existing subscribers. New prices apply at your next renewal date. You may cancel before the renewal date to avoid price increases. Enterprise contracts are governed by their specific terms.

7. Term and Termination

(a) Term

This License begins when you first access the Artemis Software and continues until terminated by either party in accordance with this Section 7.

Subscriptions automatically renew: monthly subscriptions renew on the same day each month, annual subscriptions renew on the anniversary of the start date, unless cancelled at least 24 hours before the renewal date.

(b) Termination by You

You may terminate this License by cancelling your subscription as described in Section 6(h), ceasing all use of the Artemis Software, or requesting account deletion.

(c) Termination by Artemis

Artemis may terminate this License and suspend or terminate your account:

Immediately and without notice for:

• Material breach of this License
• Fraudulent activity or payment disputes
• Use of the platform for illegal purposes
• Conduct that harms other users or the platform
• Repeated violations of usage restrictions

With 30 days notice for:

• Non-payment of fees (after grace period expires)
• Violation of Acceptable Use Policy
• At Artemis's discretion for business reasons

(d) Effect of Termination

Upon termination of this License, you must immediately cease all use of the Artemis Software, stop representing yourself as an Artemis customer, return or destroy any confidential information, and pay all outstanding fees and charges.

Artemis will disable your account access, retain your data for 90 days (for potential reactivation), permanently delete your data after 90 days (unless required by law to retain), and provide one-time data export if requested before termination (fees may apply).

The following sections survive termination: Sections 2(b) (Intellectual Property Restrictions), Section 4 (Data Collection, Privacy, and Security) for the retention period, Section 6 (Payment Terms) for outstanding amounts, Section 8 (Disclaimer of Warranties), Section 9 (Limitation of Liability), Section 10 (Indemnification), Section 11 (Dispute Resolution), and Section 12 (General Provisions).

(e) Reactivation

You may reactivate a terminated account within 90 days by contacting support@artemistargeting.com, resolving any outstanding issues that led to termination, paying a reactivation fee (if applicable), and agreeing to current terms and pricing. After 90 days, reactivation requires creating a new account and all previous data will be permanently lost.

8. Disclaimer of Warranties

8.1 Consumer Rights Notice

If you are a consumer (someone who uses the Artemis Software outside of your trade, business, or profession), you may have legal rights in your country of residence that would prohibit the following limitations from applying to you. Where prohibited by law, these limitations will not apply. To learn more about your rights, consult a local consumer advice organization.

8.4 No Performance Guarantees

ARTEMIS DOES NOT WARRANT OR GUARANTEE:

• That the Artemis Software will meet your specific business requirements or expectations
• That the operation of the Artemis Software will be uninterrupted, timely, secure, or error-free
• That any campaigns will achieve specific performance metrics (impressions, clicks, conversions, ROI)
• That targeting algorithms will produce desired results in all situations
• That AI-generated content will be accurate, appropriate, or effective
• That landing pages will convert at any particular rate
• That defects or errors will be corrected within any specific timeframe or at all
• That the Artemis Software will be compatible with all third-party services or platforms
• The accuracy, completeness, or reliability of any GPS location data, targeting segments, or geofencing capabilities
• That any service will continue to be made available indefinitely
• The availability, accuracy, or reliability of financial projections, ROI calculations, or performance estimates

8.5 Third-Party Services

ARTEMIS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR any third-party advertising networks, platforms, or services; the accuracy or reliability of third-party data or integrations; compatibility issues arising from third-party service changes; performance of campaigns placed through third-party networks; or approval or rejection of campaigns by third-party platforms.

8.6 Business Use Disclaimer

YOU ACKNOWLEDGE THAT THE ARTEMIS SOFTWARE IS A BUSINESS TOOL FOR DIGITAL ADVERTISING AND MARKETING. ARTEMIS DOES NOT GUARANTEE specific business outcomes, revenue, or profit; campaign success or advertising effectiveness; ROI or return on advertising spend; lead generation, sales conversions, or customer acquisition rates; competitive advantages or market position; or compliance with all applicable advertising regulations (you are responsible for compliance).

8.7 AI and Algorithmic Limitations

YOU ACKNOWLEDGE THAT AI-GENERATED CONTENT AND ALGORITHMIC RECOMMENDATIONS:

• Are based on statistical models and historical data
• May not be accurate, appropriate, or effective for your specific use case
• Require human review and judgment before use
• May contain errors, biases, or inappropriate content
• Should not be relied upon as professional advice
• Are subject to limitations of current AI technology

8.8 Location Data Limitations

YOU ACKNOWLEDGE THAT GEOFENCING AND LOCATION-BASED TARGETING:

• Is subject to inherent technical limitations and accuracy variances
• May be affected by GPS signal quality, device capabilities, and environmental factors
• Represents probabilistic models, not guaranteed precision
• May not be available or equally effective in all geographic areas
• Should be validated for effectiveness in your specific campaigns

8.9 No Oral Modifications

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ARTEMIS, ITS EMPLOYEES, AGENTS, OR AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY MODIFY THIS DISCLAIMER OF WARRANTIES.

8.10 Assumption of Risk

SHOULD THE ARTEMIS SOFTWARE OR SERVICES PROVE DEFECTIVE OR FAIL TO MEET YOUR EXPECTATIONS, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, CORRECTION, OR MITIGATION OF ANY BUSINESS IMPACTS. YOU ACKNOWLEDGE THAT RELIANCE ON THE ARTEMIS SOFTWARE FOR CRITICAL BUSINESS FUNCTIONS IS AT YOUR SOLE RISK.

8.11 Legal Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT FULLY APPLY TO YOU. IN SUCH CASES, THESE DISCLAIMERS WILL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. Limitation of Liability

9.1 Consumer Rights Notice

If you are a consumer, you may have legal rights in your jurisdiction that prohibit the following limitations from applying to you. Where prohibited by law, these limitations will not apply.

9.3 Direct Damages Cap

ARTEMIS'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS LICENSE OR YOUR USE OF THE ARTEMIS SOFTWARE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF:

• (A) The total subscription fees actually paid by you to Artemis in the twelve (12) months immediately preceding the event giving rise to the claim; OR
• (B) Five hundred dollars ($500 USD)

9.4 Limitations Apply Regardless of Theory

THE FOREGOING LIMITATIONS WILL APPLY regardless of the theory of liability (contract, tort, negligence, strict liability, warranty, or otherwise); even if Artemis has been advised of the possibility of such damages; even if the exclusive remedy provided in this License fails of its essential purpose; and to all claims collectively, not per incident.

9.5 Specific Disclaimers of Liability

Advertising Performance

ARTEMIS IS NOT LIABLE FOR campaign performance below expectations or projections, failure of campaigns to generate leads, conversions, or sales, wasted advertising spend due to technical issues or targeting inaccuracies, loss of advertising opportunities or timing-sensitive campaigns, or decisions made by third-party advertising platforms to reject or suspend campaigns.

Data and Accuracy

ARTEMIS IS NOT LIABLE FOR inaccuracy, incompleteness, or staleness of targeting data or geofencing segments; errors in AI-generated content, recommendations, or analytics; data loss, corruption, or deletion (you are responsible for maintaining backups); or unauthorized access to your account due to weak passwords or credential sharing.

Third-Party Services

ARTEMIS IS NOT LIABLE FOR performance, availability, or changes to third-party advertising networks or platforms; costs incurred through third-party services; integration failures or compatibility issues with third-party services; or third-party violations of laws or regulations.

Business Operations

ARTEMIS IS NOT LIABLE FOR opportunity costs or business decisions made based on platform data, damage to business relationships or client accounts, regulatory compliance violations (you are responsible for ensuring compliance), failure to meet contractual obligations to your clients, or staff time spent using the platform or creating campaigns.

Force Majeure

ARTEMIS IS NOT LIABLE FOR service interruptions due to force majeure events (natural disasters, pandemics, wars, terrorism, etc.), third-party infrastructure failures (cloud providers, internet service providers, etc.), actions by government authorities or regulatory bodies, or cyberattacks, DDoS attacks, or other malicious activities by third parties.

9.6 Essential Purpose

THE LIMITATIONS IN THIS SECTION 9 ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND ARTEMIS. ARTEMIS WOULD NOT BE ABLE TO PROVIDE THE ARTEMIS SOFTWARE ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

9.7 Excluded Claims

The limitations in this Section 9 do not apply to claims for bodily injury or death caused by Artemis's gross negligence or willful misconduct (where applicable law requires), Artemis's obligations to indemnify you under Section 10 (if applicable), or claims that cannot be limited by applicable law.

9.8 Jurisdictional Variations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR FOR PERSONAL INJURY OR DEATH CAUSED BY NEGLIGENCE. IN SUCH JURISDICTIONS, ARTEMIS'S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

9.9 Your Sole Remedy

YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE ARTEMIS SOFTWARE OR SERVICES IS TO: discontinue use of the Artemis Software, cancel your subscription in accordance with Section 6(h), and request a refund to the extent provided in Section 6(g).

10. Indemnification

(a) Your Indemnification of Artemis

You agree to indemnify, defend, and hold harmless Artemis, CW Ad Agency, Cullari & Wardell Geofencing Ad Agency LLC, their related companies, affiliates, subsidiaries, officers, directors, employees, agents, partners, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or related to:

Your Use of the Artemis Software

• Your violation of this License or any applicable law or regulation
• Your campaigns, advertising content, or marketing materials created using the Artemis Software
• Your infringement of any intellectual property or other rights of any third party
• Your violation of advertising standards, platform policies, or industry regulations

Your Content and Conduct

• False, misleading, or deceptive advertising claims
• Trademark or copyright infringement in your campaigns
• Violation of privacy laws or unauthorized use of personal data
• Defamatory, libelous, or otherwise unlawful content
• Unauthorized endorsements or testimonials

Third-Party Claims

• Claims by your clients or customers related to campaigns you created using the Artemis Software
• Claims by advertising networks or platforms related to policy violations
• Claims by competitors alleging unfair competition or false advertising
• Regulatory enforcement actions resulting from your campaign content or targeting

Data and Privacy

• Unauthorized collection, use, or disclosure of personal information through landing pages or chat widgets
• Failure to comply with GDPR, CCPA, or other privacy regulations
• Unauthorized access to your account by third parties due to your negligence

Payment Obligations

• Chargebacks, payment disputes, or fraudulent payment methods
• Tax liabilities arising from your business activities
• Claims by your employer or clients related to unauthorized use of the Artemis Software

(b) Indemnification Process

If you are required to indemnify Artemis under this Section 10:

• Artemis will promptly notify you of any claim subject to indemnification
• You will have the right to assume control of the defense and settlement, provided you hire competent legal counsel reasonably acceptable to Artemis, do not admit liability on behalf of Artemis without prior written consent, and keep Artemis reasonably informed of the status of the claim
• Artemis reserves the right to participate in the defense with its own counsel at its own expense
• You may not settle any claim in a manner that imposes obligations on Artemis or admits wrongdoing by Artemis without Artemis's prior written consent

(c) Artemis's Limited Indemnification of You

Artemis will indemnify and defend you against third-party claims that the Artemis Software itself (not your content or use) directly infringes a valid U.S. patent or copyright, provided that:

• You promptly notify Artemis in writing of the claim
• You give Artemis sole control of the defense and settlement
• You cooperate reasonably with Artemis's defense efforts
• You do not make any admissions or settle without Artemis's consent

This indemnification does not apply if the claim arises from your modification of the Artemis Software, your combination of the Artemis Software with third-party products or services, your use of the Artemis Software in violation of this License, your use of non-current versions of the Artemis Software if the infringement would have been avoided by using the current version, or content, data, or materials you provided or created.

Artemis's Remedies: If the Artemis Software is, or in Artemis's opinion is likely to become, the subject of an infringement claim, Artemis may, at its sole option and expense: obtain a license for you to continue using the Artemis Software, replace or modify the Artemis Software to make it non-infringing, or terminate this License and refund pre-paid, unused subscription fees on a pro-rata basis.

THIS SECTION 10(c) STATES ARTEMIS'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

(d) Mutual Limitations

Neither party will be liable for indemnification to the extent that damages arise from the other party's gross negligence, willful misconduct, or breach of this License.

11. Dispute Resolution and Arbitration

(a) Informal Negotiation

Before filing any legal claim, you agree to first attempt to resolve disputes informally by contacting Artemis at legal@artemistargeting.com. Artemis will attempt to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 60 days after submission, you or Artemis may initiate formal dispute resolution.

(b) Binding Arbitration

Except as provided in Section 11(c), all disputes arising out of or related to this License or your use of the Artemis Software shall be resolved through final and binding arbitration rather than in court, including disputes between you and Artemis or any of its affiliates, employees, or agents.

Arbitration Procedures:

• Arbitration Forum: Disputes shall be resolved through the American Arbitration Association (AAA) under its Commercial Arbitration Rules, or JAMS, at the electing party's option
• Location: Arbitration will take place in Sheridan, Wyoming, USA, or another mutually agreeable location
• Arbitrator Selection: One arbitrator mutually agreed upon by the parties, or if no agreement can be reached, appointed according to AAA or JAMS rules
• Rules of Evidence: The arbitrator may consider evidence that would be admissible in court and shall follow applicable substantive law
• Discovery: Limited discovery as permitted by the arbitrator to ensure a fair hearing
• Costs: Each party shall bear its own attorneys' fees and costs unless the arbitrator awards fees to the prevailing party as permitted by law

The arbitrator's decision will be final and binding. The arbitrator may award any relief that would be available in court. Judgment on the award may be entered in any court having jurisdiction.

(c) Exceptions to Arbitration

The following disputes are NOT subject to arbitration and may be brought in court:

• Small Claims Court: Claims that fall within the jurisdiction of small claims court
• Injunctive Relief: Either party may seek injunctive or other equitable relief in court to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights
• Intellectual Property: Claims related to patent, trademark, trade secret, or copyright infringement
• Governmental Actions: Claims brought by governmental agencies or regulators

(e) Opt-Out Right

You have the right to opt out of binding arbitration within 30 days of first accepting this License by sending written notice to:

CW Ad Agency / Cullari & Wardell Geofencing Ad Agency LLC
Attn: Legal Department — Arbitration Opt-Out
1309 Coffeen Avenue, STE 1200
Sheridan, Wyoming 82801
Email: legal@artemistargeting.com

Your notice must include your name and contact information, your Artemis account email address, and a clear statement that you wish to opt out of the arbitration agreement.

If you opt out, all other terms of this License still apply, but disputes will be resolved in court as specified in Section 11(f).

(f) Governing Law and Jurisdiction

This License shall be governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict of law principles.

If arbitration does not apply (due to opt-out or exceptions in Section 11(c)): exclusive jurisdiction and venue for any disputes shall be the state and federal courts located in Sheridan County, Wyoming. You consent to personal jurisdiction in these courts and waive any objection to venue.

(g) Limitation Period for Claims

You must bring any claim within one (1) year after the cause of action arises, or such claim is permanently barred. This limitation period applies to all claims, whether in arbitration or court.

(h) Injunctive Relief

Nothing in this Section 11 prevents either party from seeking immediate injunctive or equitable relief in court in the event of actual or threatened breach of confidentiality obligations, intellectual property infringement, unauthorized access to systems or data, or other circumstances requiring urgent court intervention.

(i) International Users

If you are located outside the United States: you may have additional consumer protection rights under local law that cannot be waived. Where local law prohibits arbitration or requires disputes to be resolved in local courts, those provisions will apply to the extent required by law. Contact legal@artemistargeting.com for information about dispute resolution in your jurisdiction.

12. General Provisions

(a) Entire Agreement

This License, together with the Artemis Privacy Policy, the Artemis Acceptable Use Policy, any applicable subscription or Enterprise agreement, and any supplemental terms for specific features, constitutes the entire agreement between you and Artemis regarding the Artemis Software and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding such subject matter.

(b) Modifications to This License

Artemis may update or modify this License from time to time. When we make material changes, we will notify you by email to the address associated with your account, post the updated License on our website, and update the "Effective Date" at the top of this License. Changes will take effect 30 days after notice (or immediately for legal/regulatory requirements).

Your continued use of the Artemis Software after changes take effect constitutes acceptance of the modified License. If you do not agree to the modified License, you must cancel your subscription before the changes take effect.

(c) Severability

If any provision of this License is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, the provision shall be severed from this License. The remaining provisions shall remain in full force and effect.

(d) No Waiver

Artemis's failure to enforce any right or provision of this License shall not be deemed a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of Artemis. A waiver of any term or condition in one instance shall not be construed as a waiver of such term or condition for any future instance.

(e) Assignment

You may not assign this License or any of your rights or obligations under it without Artemis's prior written consent. Any attempted assignment in violation of this provision is void.

Artemis may freely assign this License to any affiliate or subsidiary of Cullari & Wardell Geofencing Ad Agency LLC, any successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of assets, or any third party with or without notice to you.

(f) Force Majeure

Neither party shall be liable for any failure or delay in performance under this License (except for payment obligations) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest or government action, labor disputes, failure of third-party services or telecommunications, cyberattacks or other malicious activities, or changes in law or regulation.

The affected party must promptly notify the other party of the force majeure event, use reasonable efforts to mitigate the impact, and resume performance as soon as reasonably practicable. If a force majeure event continues for more than 30 consecutive days, either party may terminate this License upon written notice.

(g) Notices

To You: Email to the address associated with your Artemis account, or in-app notification within the Artemis Software. Notices are effective immediately upon sending.

To Artemis:

Email: legal@artemistargeting.com
Physical Mail:
CW Ad Agency / Cullari & Wardell Geofencing Ad Agency LLC
Attn: Legal Department
1309 Coffeen Avenue, STE 1200
Sheridan, Wyoming 82801

Notices are effective when actually received by Artemis. You must keep your email address current in your account settings. Artemis is not responsible for notices sent to an incorrect or outdated email address.

(h) Relationship of the Parties

You and Artemis are independent contractors. This License does not create a partnership, joint venture, agency relationship, employment relationship, franchise relationship, or any authority for either party to bind the other.

(i) Third-Party Beneficiaries

This License is solely for the benefit of you and Artemis (and its successors and assigns). No third party is intended to be, or shall be deemed to be, a third-party beneficiary of this License, except: advertising networks and platforms explicitly integrated with Artemis may enforce restrictions on use that protect their intellectual property, and Artemis's affiliates, officers, directors, and employees may enforce indemnification provisions in Section 10.

(j) Export Compliance

You agree to comply with all applicable export and import laws and regulations, including U.S. Export Administration Regulations (EAR), U.S. sanctions programs administered by the Office of Foreign Assets Control (OFAC), and International Traffic in Arms Regulations (ITAR), if applicable.

You represent and warrant that you are not located in, under the control of, or a national or resident of any country subject to U.S. embargo or other trade restrictions; you are not on any U.S. government list of prohibited or restricted parties; and you will not use the Artemis Software in violation of any export laws or regulations.

(k) Government Users

If you are a U.S. government entity or using the Artemis Software on behalf of the U.S. government, the Artemis Software is "commercial computer software" and "commercial computer software documentation" as defined in FAR 12.212. Use, reproduction, and disclosure are subject to the terms of this License. If terms inconsistent with federal procurement law are required, they must be in a separate written agreement signed by Artemis.

(l) Feedback and Suggestions

If you provide Artemis with feedback, suggestions, or ideas regarding the Artemis Software ("Feedback"), Artemis may use, modify, and incorporate Feedback into current and future products without compensation or attribution. You grant Artemis a perpetual, irrevocable, worldwide, royalty-free license to use Feedback for any purpose. Feedback is provided voluntarily and without any confidentiality obligation on Artemis's part. You represent that you have the right to provide such Feedback.

(m) Publicity

Unless you have an Enterprise agreement that states otherwise, Artemis may identify you as a customer and use your company name and logo in marketing materials, case studies, and customer lists. You may request exclusion from public customer lists by contacting privacy@artemistargeting.com. Artemis will not create detailed case studies about your use without your written consent.

(n) Survival

The following sections survive termination or expiration of this License: Section 2(b) — Intellectual Property Restrictions; Section 4 — Data Collection, Privacy, and Security (for applicable retention periods); Section 6 — Payment Terms (for outstanding amounts); Section 8 — Disclaimer of Warranties; Section 9 — Limitation of Liability; Section 10 — Indemnification; Section 11 — Dispute Resolution and Arbitration; Section 12 — General Provisions (as applicable).

(o) Language

This License is drafted in English. If this License is translated into other languages for convenience, the English version shall prevail in the event of any conflict or ambiguity.

(p) Counterparts

If this License is executed in connection with an Enterprise agreement, it may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall have the same effect as original signatures. Delivery of an executed counterpart by electronic means shall be effective as delivery of an original.

(q) Headings

Section and subsection headings in this License are for convenience only and shall not affect the interpretation of any provision.

(r) Interpretation

"Including" means "including but not limited to." "Or" is not exclusive (may mean "and/or"). Singular includes plural and vice versa where context permits. References to "days" mean calendar days unless otherwise specified. References to sections are to sections of this License unless otherwise specified.

Contact Information

For questions about this License, please contact:

General Inquiries
Email: support@artemistargeting.com
Phone: (908) 333-4776

Legal Matters
Email: legal@artemistargeting.com
CW Ad Agency / Cullari & Wardell Geofencing Ad Agency LLC
Attn: Legal Department
1309 Coffeen Avenue, STE 1200
Sheridan, Wyoming 82801

Privacy Matters
Email: privacy@artemistargeting.com

Billing and Payments
Email: billing@artemistargeting.com
Phone: (908) 333-4776