Terms of Service
PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY BEFORE ACCESSING OR USING THE ARCTUITION SERVICE. THESE TERMS AND CONDITIONS CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND ARCTUITION.
1. ACCEPTANCE AND DEFINITIONS
Arctuition provides the Arctuition Service to You, subject to the following Terms of Service. By creating or activating an account, clicking to accept this Terms Of Service, signing an Order Form or other agreement that incorporates this Terms Of Service, or accessing or using any part of the Arctuition Service, You accept and agree to this Terms Of Service on Your own behalf and/or on behalf of Your company, organization, educational institution, or agency, instrumentality, or department of the federal government as its authorized legal representative.
When capitalized in this Terms Of Service, “Content” means anything, facts, information, data made available to others via the Arctuition Service including without limitations, photos, floor plans, address and comments. The Content excludes the Presentation Code.
“Intellectual Property Rights” means all right, title and interest, including without limitation all copyright, patent, trade secret, trademarks, service marks, database rights, trade names, design rights and other intellectual property and proprietary rights, whether or not registered, and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world.
“Authorized User” means an individual employee or contractor of You who is authorized by You to use the Arctuition Service for Your internal business operations, has been assigned a valid account or seat, and is subject to confidentiality and use restrictions at least as protective as this Terms Of Service.
“Automated Means” means any bot, crawler, spider, scraper, script, artificial intelligence agent, autonomous agent, robotic process automation tool, headless browser, emulator, automated testing tool, traffic-interception or replay tool, or other automated or programmatic method of accessing, observing, testing, recording, or interacting with the Arctuition Service.
“Competing Product” means any product, application, platform, or service that provides, or is intended to provide, functionality that materially substitutes for or competes with any material part of the Arctuition Service.
“Documentation” means Arctuition’s then-current user guides, technical documentation, usage instructions, and policies made available for the Arctuition Service.
“Usage Data” means technical and operational information concerning access to and use of the Arctuition Service, including authentication events, account activity, feature interactions, device and browser information, IP addresses, session information, API activity, system events, performance data, and security telemetry. Usage Data does not include the substantive contents of Your Content except where reasonably necessary to provide support, investigate misuse, maintain security, enforce this Terms Of Service, or comply with law.
“Presentation Code” means the code in machine-readable language such as html or Javascript developed or generated by Arctuition and its licensors to present the Content via the Arctuition Service.
“Publishing”, “Publish” and “Publication” means the export of the Content, via the Arctuition Software, onto a server owned or controlled by Arctuition or its licensors, in whatever format (including without limitation pdf, jpeg or web page). “Arctuition” means Arctuition Inc., a Delaware Corporation having its principal office 5075 Cascade Rd SE STE I, Grand Rapids, MI 49546.
“Arctuition Software” means the software products, applications, APIs, SDKs, integrations, object libraries, templates, documentation, and related technology, including their updates, developed or provided by Arctuition to produce, manage, analyze, export, or share Content through web browsers and electronic devices, including devices running the iOS, Android, or Windows operating systems.
“Arctuition Service” means the Arctuition Software and all features and services, including the Publishing of Your Content, that Arctuition makes available through its website at ArcSite.com, any other Arctuition branded or co-branded websites (including sub-domains, international versions, widgets, and mobile versions), applications, administrative portals, APIs, SDKs, integrations, support services, Documentation, or any third party server or site. Some of the features and services may only be accessible via a subscription or a payment. “Terms Of Service” means this agreement.
“You” and “Your” means and refers to the person(s) or legal entity using the Arctuition Software or otherwise exercising rights under this Terms Of Service. If You are entering into this Terms Of Service on behalf of Your company (including Affiliates), organization, educational institution, or an agency, instrumentality, or department of the federal government, “You” or “Your” refers to such entity or organization as well.
2. SHARING YOUR CONTENT AND INFORMATION
Subject to the terms and conditions of this Terms Of Service, the applicable Plan, and any applicable Order Form, Arctuition hereby grants to You a limited, personal, non-exclusive, non-assignable, non-transferable, non-sublicensable, revocable, license during the applicable subscription period to permit Your Authorized Users to access and use the Arctuition Service, including to produce, Publish, and share Content, solely for Your internal business operations and in accordance with the Documentation. No right is granted to access or use the Arctuition Service for competitive analysis, competitive product development, model training, resale, service-bureau use, or any purpose not expressly authorized by this Terms Of Service.
You own all of the Content You Publish and You control whether You want to Publish it or not.
Your Content. Arctuition does not verify, endorse, or claim ownership of any Content, and you retain all right, title, and interest in and to the Content. Such Content shall be stored and/or backed-up on Arctuition servers or on servers of trusted third parties as necessary for Arctuition to provide the Service, and in accordance with Arctuition’s then-current storage practices.
Arctuition’s Access to Content.
You acknowledge that the Services are automated (e.g., Content is uploaded and submitted using software tools) and that Arctuition personnel may access any Content to perform, secure, support, and protect the Services, including but not limited to the following: (a) during a Service interruption, as necessary to restore the applicable Content; (b) to troubleshoot any issue with the Service or to help improve the Service; (c) as deemed necessary or advisable by Arctuition to ensure compliance with this Agreement; (d) to detect, prevent, or investigate fraud, abuse, unauthorized access, scraping, automated activity, security incidents, or misuse of Arctuition’s Intellectual Property Rights; or (e) to conform to legal requirements or comply with legal process.
You acknowledge and consent to such access.
Usage Data. You acknowledge that Arctuition may collect, maintain, and analyze Usage Data to operate and improve the Arctuition Service; authenticate users and administer subscriptions; detect fraud, abuse, account sharing, scraping, Automated Means, and other prohibited activity; protect the Arctuition Service and other customers; investigate security incidents; enforce this Terms Of Service; and comply with applicable law. Arctuition may use automated systems to identify abnormal or potentially prohibited usage patterns.
When You delete IP Content, it is deleted in a manner similar to emptying the recycle bin on a computer. However, You understand that removed Content may persist in backup copies for a reasonable period of time (but will not be available to others). When You Publish, it means that You are allowing everyone to access and use the Content You Publish. You consent to having Your Content transferred to and processed in the United States.
3. LIMITATIONS
You acknowledge that Arctuition may establish general practices and limits concerning use of the Arctuition Service, including without limitation the maximum number of days that Your Content will be retained by the Arctuition Service, the maximum disk space and data that will be allotted on Arctuition’s or Arctuition licensors’ servers on Your behalf, the maximum number of times (and the maximum duration for which) You may access the Arctuition Service in a given period of time or the formats in which your Content will be Published.
You agree that Arctuition has no responsibility or liability for the deletion or failure to store any Content maintained or transmitted by the Arctuition Service. You acknowledge that You may not permit more than one individual to use an individual Arctuition Service account, share credentials, or use any account in a manner that circumvents seat, device, subscription, rate, or usage limits. Unless otherwise expressly permitted by Your Plan, You may not use an individual Arctuition Service account on more than one device at the same time. You acknowledge that Arctuition reserves the right to log off accounts that are inactive for a certain period of time as determined by Arctuition.
You further acknowledge that Arctuition reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Subject to this Terms Of Service, You may subscribe or purchase through the Arctuition Service or via Arctuition’s partners a service in order to have Your Content Published in some specific formats including without limitations PDF, JPEG, DXF by the Arctuition Service for a specific period. You acknowledge that, when you unsubscribe, such service ends.
4. SAFETY
Arctuition does its best to keep Arctuition Service safe, but cannot guarantee it. Arctuition needs Your help to do that, which includes the following commitments:
(a) You will not upload viruses or other malicious code; (b) You will not Publish Content that is hateful, threatening, or pornographic; incites violence; or contains nudity or graphic or gratuitous violence; (c) You will not use the Arctuition Service to do anything unlawful, misleading, malicious, or discriminatory; (d) You will not facilitate or encourage any violations of this Terms Of Service; (e) You will not send or otherwise post unauthorized commercial communications (such as spam) via the Arctuition Service; (f) You will not do anything that could disable, overburden, or impair the proper working of the Arctuition Service, such as a denial of service attack; (g) You will not use the Arctuition Service if You are under thirteen years old; (h) You will not Publish Content or take any action using the Arctuition Service that infringes or violates someone else’s rights or otherwise violates the law; (i) You agree that Arctuition, in its sole discretion, can remove, refuse or move any Content or information You Publish; (j) You will not manipulate identifiers in order to disguise the origin of any Content transmitted through the Arctuition Service.
5. YOUR OBLIGATIONS
You represent to Arctuition and agree that:
(a) You have the right and authority to enter into this Terms Of Service on Your own behalf, or if You are entering into this Terms Of Service on behalf of Your company, organization, educational institution, or agency, instrumentality, or department of the federal government, that You have the right and authority to legally bind such entity or organization to the terms and obligations of this Terms Of Service; (b) You will comply with the terms of and fulfill Your obligations under this Terms Of Service; (c) You will provide true, accurate, current and complete information about yourself as prompted by the Arctuition Service’s registration form and You will maintain and update the Registration Data to keep it true, accurate, current and complete; (d) You will be solely responsible for all costs, expenses, losses and liabilities incurred, and activities undertaken by You in connection with Your use of the Arctuition Service including without limitation any cost You incur from Your smart device carrier or internet service provider to send information or access the Arctuition Service; (e) You will not act in any manner which conflicts or interferes with any existing commitment or obligation You may have and no agreement previously entered into by You will interfere with Your performance of Your obligations under this Terms Of Service; (f) You will only use the Arctuition Service for the purposes and in the manner expressly permitted by this Terms Of Service and in accordance with all applicable laws and regulations; (g) To the best of Your knowledge and belief, Your Content does not and will not violate, misappropriate, or infringe any third party copyrights, trademarks, rights of privacy and publicity, trade secrets, patents, or other Intellectual Property Rights; (h) You will not, directly or indirectly, commit any act intended to interfere with the Arctuition Software, the intent of this Terms Of Service, or Arctuition’s business; (i) You will not export, copy, transfer, modify, translate or convert to another programming language the Presentation Code or develop derivative code from the Presentation Code or otherwise use the Presentation Code outside of the Arctuition Service or any authorized partners; (j) During Your first Publication, You will create an account with Your email as Your account I.D.
You understand and agree that You are solely responsible for maintaining the confidentiality of Your account and are fully responsible for all activities that occur under Your account. You agree to immediately notify Arctuition of any unauthorized use of Your account or any other breach of security.
You are responsible for all acts and omissions of Your Authorized Users, employees, affiliates, contractors, consultants, agents, and representatives in connection with the Arctuition Service as though they were Your own acts or omissions. You may permit a contractor to access the Arctuition Service only where the access is reasonably necessary for Your authorized internal business use, the contractor is not developing or assisting a Competing Product, and the contractor is bound by confidentiality, security, and restricted-use obligations at least as protective as this Terms Of Service. You will promptly disable access for any individual who no longer requires or is no longer authorized to access the Arctuition Service.
5.1 RESTRICTED ACTIVITIES
You will not, directly or indirectly, and will not permit, direct, instruct, encourage, facilitate, or assist any Authorized User, employee, officer, contractor, agent, or third party to, regardless of whether such conduct is directed, authorized, or concealed by Your management or leadership:
(a) reverse engineer, decompile, disassemble, decode, translate, modify, or otherwise attempt to discover or derive any source code, object code, underlying ideas, algorithms, architecture, rules, models, schemas, object structures, data structures, file structures, calculation logic, workflow logic, or non-public functionality of the Arctuition Software or Arctuition Service;
(b) access or interact with the Arctuition Service through Automated Means except through an API, integration, or automation expressly authorized by Arctuition in writing;
(c) scrape, crawl, index, extract, harvest, download, record, or systematically collect data, metadata, screen content, user-interface elements, system responses, error messages, or functional behavior from the Arctuition Service;
(d) access, probe, test, or attempt to access any non-public API, endpoint, server, database, administrative function, development environment, or other portion of the Arctuition Service for which You have not been expressly authorized;
(e) conduct vulnerability scanning, penetration testing, security testing, or similar technical testing without Arctuition’s prior written authorization;
(f) circumvent, disable, defeat, evade, or interfere with authentication mechanisms, encryption, access restrictions, rate limits, usage limits, licensing restrictions, seat restrictions, device restrictions, or other technological or contractual protections;
(g) use access to the Arctuition Service, the Arctuition Software, Documentation, screenshots, recordings, system behavior, outputs embodying Arctuition proprietary materials, or information obtained from Arctuition personnel to design, develop, train, fine-tune, test, validate, improve, operate, or market a Competing Product;
(h) use any artificial intelligence, machine-learning, or automated development system to analyze, replicate, or learn from the Arctuition Software, the Arctuition Service, or their functional behavior, or include Arctuition proprietary materials or non-public information in any dataset used to train, fine-tune, evaluate, or improve an artificial intelligence or machine-learning model;
(i) systematically vary inputs, enumerate features, test error conditions, capture screens, or conduct behavioral testing for the purpose of inferring Arctuition’s rules, logic, architecture, schemas, object models, or implementation;
(j) provide access to the Arctuition Service to a competitor of Arctuition or to a developer, consultant, or contractor retained to build, support, or assist a Competing Product;
(j-1) develop, build, operate, distribute, market, sell, license, or otherwise monetize, whether internally or externally, any product, feature, or system (including any product developed under an internal or working name) that was designed, developed, tested, or improved using information, data, or access obtained in violation of this Section 5.1, and, upon Arctuition’s written request following a substantiated violation, You will promptly disable and withdraw such product from use and, at Arctuition’s election, destroy or permanently delete such product and any models, datasets, or derivative materials created using such information, data, or access, and certify such destruction in writing;
(k) conduct or publish competitive benchmarks, performance testing, security testing, or comparative analyses concerning the Arctuition Service without Arctuition’s prior written consent;
(l) conceal or misrepresent the source, nature, purpose, or automation of access, including through account rotation, credential sharing, device spoofing, user-agent manipulation, proxy rotation, or IP-address rotation, or direct, instruct, or require any Authorized User, employee, contractor, or other individual to withhold from, or not disclose to, Arctuition information concerning conduct that violates or may violate this Section 5.1; or
(m) resell, sublicense, rent, lease, distribute, provide as a service bureau, or otherwise commercially exploit access to the Arctuition Service except as expressly authorized in writing by Arctuition.
The foregoing restrictions apply except to the limited extent that applicable law expressly prohibits a particular restriction. Where legally permitted, You must provide Arctuition with prior written notice of any intended activity that You believe cannot lawfully be restricted and allow Arctuition a reasonable opportunity to propose an alternative that achieves the permitted objective without exposing Arctuition’s confidential or proprietary information.
5.2 INVESTIGATION AND COOPERATION
Where Arctuition reasonably believes that You or an Authorized User has violated Section 5.1, compromised the security of the Arctuition Service, or misused Arctuition’s Intellectual Property Rights or confidential information, Arctuition may conduct a reasonable investigation. You will reasonably cooperate with the investigation, including by identifying relevant users, contractors, devices, applications, and accounts; providing accurate information concerning the manner and purpose of access; confirming whether Automated Means were used; identifying third-party developers or vendors involved; preserving relevant records after receiving a preservation notice; and providing a written certification of compliance signed by an authorized representative. Arctuition will limit its requests to information reasonably related to the suspected violation and is not required to disclose detection methods, security controls, internal logs, or information that could compromise its systems or investigation. Arctuition monitors account activity, authentication events, and API usage patterns on an ongoing basis for indicia of prohibited automated access, and reserves the right, upon reasonable prior notice (except where advance notice could compromise an investigation or permit destruction of evidence), to request records sufficient to confirm compliance with Section 5.1, including a description of any third-party developers, contractors, or automated tools with access to Your account, and a written compliance certification signed by an authorized representative, not more than once per twelve-month period absent a reasonable basis for more frequent review.
5.3 REPORTING SUSPECTED VIOLATIONS
Arctuition welcomes reports of suspected violations of Section 5.1, including suspected reverse engineering, unauthorized automated access, or development of a Competing Product using the Arctuition Service. Reports may be submitted to legal@ArcSite.com or security@ArcSite.com and may be submitted anonymously or with a request for confidentiality, which Arctuition will use commercially reasonable efforts to honor to the extent consistent with its ability to investigate and, where appropriate, pursue legal remedies. Submission of a report does not obligate Arctuition to take any particular action and does not create any right, remedy, or claim on behalf of the reporting individual.
6. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP
You acknowledge that the Arctuition Software, the Arctuition Service, and all proprietary elements thereof, including user-interface materials, workflows, object libraries, templates, non-public APIs, schemas, metadata, object models, data structures, file structures, calculation logic, configuration logic, technical documentation, and Arctuition’s copyrights or trademarks, are proprietary to Arctuition and/or its licensors, and that Arctuition and/or its licensors own all right, title and interest in and to the Intellectual Property Rights therein. Arctuition reserves all rights not expressly granted.
You agree not to remove, deface or obscure any copyright notice, trademark notice or legends or proprietary legends in or on the Content that You Publish.
Non-public information concerning the Arctuition Software or Arctuition Service, including non-public APIs, schemas, data structures, object models, calculation logic, product roadmaps, unreleased features, technical documentation, security information, support communications, architecture, and performance information, constitutes Arctuition confidential information. You will use such information solely to exercise rights expressly granted under this Terms Of Service, protect it using at least reasonable care, disclose it only to Authorized Users with a need to know, and not use it to develop, assist, or operate a Competing Product. The specific organization, combination, and interaction of non-public elements may constitute confidential information even where individual elements are publicly known.
You may provide to Arctuition reasonable suggestions, comments and other feedback with respect to the Arctuition Software, the Content and/or the Arctuition Service (“Feedback”).
You grant Arctuition, under all of Your Intellectual Property Rights, the following worldwide, exclusive, transferable, perpetual, irrevocable, royalty-free, fully paid-up rights: (1) to make, have made, use, copy, modify, and create derivative works of the Feedback as part of any Arctuition product, technology, service, specification or documentation; (2) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell and sell, rent, lease or lend copies of the Feedback (and derivative works thereof and improvements thereon); and (3) to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties.
7. PAYMENTS
If You make a payment on ArcSite, you agree to our Payments Terms as available at ArcSite.com at the time of payment.
You will select your Plan as part of your registration for the Services, which may begin with a Free Trial. Each subscription period for a Plan will be based on the subscription period chosen/sold (e.g. annually, monthly). You may choose to be billed for the Plan annually or monthly, but regardless of your billing cycle, you are responsible for subscription fees for the entire subscription period chosen/sold.
At the end of your current subscription period, your Plan will automatically renew for a subscription period equal to your prior subscription period unless you provide Arctuition with email notice (sent to support@ArcSite.com) of your intent not to renew your Plan at least thirty (30) days prior to the end of the then-current subscription period.
8. BILLING POLICIES, REFUNDS, OVERAGES, AND UPGRADE AND DOWNGRADE TERMS
1. The fees for your Plan are billed in advance of each billing cycle.
2. In the event you cancel your Plan, no refunds or credits will be provided for partial or unused months of the Services.
3. If you upgrade your Plan level, you will immediately be charged for the increased price of the upgraded Plan, pro-rated to reflect the remaining duration of your subscription period, and you will be charged the full amount of the then-current rate for the new Plan, beginning with your next billing cycle.
4. If you desire to downgrade your Plan level prior to the end of your subscription period, please provide written notice to support@ArcSite.com. The Plan downgrade will take effect the first billing cycle that occurs more than thirty (30) days following your notice to ArcSite, and you will not receive any refunds for payments made on your current billing cycle. Downgrading your Plan may cause the loss of account content, features, or capacity. ArcSite disclaims liability for any such loss.
5. Any discounts applied to a previous subscription may not apply to a renewed subscription, including to any automatic renewals.
6. Any questions involving upgrades or downgrades to your Plan can be directed to support@arcsite.com.
9. COMMUNICATIONS; SMS / TEXT MESSAGE COMMUNICATIONS; ADVERTISEMENTS
9.1 Service Communications. You agree that Arctuition may send you service-related communications in connection with your account and use of the Arctuition Service, including by email, in-app message, push notification, or text message, where permitted by law.
These communications may include account notifications, security and authentication messages, service updates, onboarding and support messages, billing notices, payment alerts, subscription notices, and other transactional or administrative messages related to your use of the Arctuition Service. Arctuition may also contact you by live telephone call for purposes related to your account or use of the Arctuition Service.
9.2 SMS / Text Message Communications. By providing your mobile phone number during account registration, in your account settings, through an Arctuition form, or otherwise in connection with the Arctuition Service, you consent to receive transactional and account-related text messages, including SMS and MMS messages, from Arctuition or its service providers at the mobile phone number provided. You represent that you are the owner or authorized user of the mobile phone number provided.
These messages may be sent using automated technology.
Message frequency varies. Message and data rates may apply. Your carrier is not liable for delayed or undelivered messages.
You may opt out of SMS/text messages at any time by replying STOP to any Arctuition text message, by contacting support@arcsite.com, or by any other reasonable method that clearly communicates your desire not to receive further text messages. After you opt out, Arctuition may send one final message confirming your opt-out. You may reply HELP for assistance or contact support@arcsite.com.
If you opt out of transactional or account-related text messages, Arctuition may continue to communicate with you through other available channels, such as email or in-app notices, and certain service features may be limited or unavailable.
Consent to receive marketing or promotional text messages is not required to purchase, subscribe to, or use the Arctuition Service. Arctuition will send marketing or promotional text messages only where you have separately consented to receive them. You may revoke marketing SMS consent at any time by replying STOP to any marketing text message, by contacting support@arcsite.com, or by any other reasonable method that clearly communicates your desire not to receive further marketing text messages.
You agree to notify Arctuition promptly if you change, deactivate, or transfer your mobile phone number. Information collected in connection with SMS/text messaging is handled in accordance with Arctuition’s Privacy Policy.
9.3 Advertisements. You agree that Arctuition may deliver advertising or promotional content through the Arctuition Service where permitted by law. Arctuition will provide advertising or promotional content in accordance with applicable law.
10. DISCLAIMER OF WARRANTY
You, and not Arctuition, are entirely responsible for all Content that You upload, post, email, transmit, or otherwise make available via the Arctuition Service. Arctuition does not control the Content posted via the Arctuition Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Arctuition Service, You may be exposed to Content that is offensive, indecent or objectionable.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE ARCTUITION SERVICE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE ARCTUITION SERVICE IS PROVIDED “AS IS”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND ARCTUITION AND ITS LICENSORS MAKE AND YOU RECEIVE NO EXPRESS WARRANTIES.
ANY STATEMENTS OR REPRESENTATIONS ABOUT THE ARCTUITION SERVICE AND ITS FEATURES OR ANY COMMUNICATION CONSTITUTE TECHNICAL INFORMATION AND NOT AN EXPRESS WARRANTY OR GUARANTEE. IN ADDITION, ARCTUITION AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY WARRANTY INCLUDING, WITHOUT LIMITATION, THE IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, DAMAGE OR LOSS OF DATA, SATISFACTORY QUALITY AND NON INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, ARCTUITION AND ITS LICENSORS DO NOT WARRANT THAT THE OPERATION OF THE ARCTUITION SERVICE WILL BE SAFE, SECURE, UNINTERRUPTED OR ERROR FREE.
11. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES WILL ARCTUITION BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR THE RELIANCE UPON ANY CONTENT. IN NO EVENT SHALL ARCTUITION OR ITS LICENSORS HAVE ANY LIABILITY FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, OR DATA; BUSINESS INTERRUPTION, OR COST OF COVER.
IN ADDITION, IN NO EVENT SHALL THE LIABILITY OF ARCTUITION OR ITS LICENSORS FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE ARCTUITION SERVICE OR THIS TERMS OF SERVICE EXCEED ONE U.S. DOLLAR.
THE LIMITATIONS OF LIABILITY IN THIS SECTION 11 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW TO ANY DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EVEN IF ARCTUITION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE.
12. UPTIME OBJECTIVES
Arctuition will use commercially reasonable efforts to make the ArcSite Services available 24 hours a day, 7 days a week, except for: (1) planned downtime, of which ArcSite shall give at least 24 hours electronic notice and which ArcSite shall schedule to the extent practicable during the weekend hours between 6:00 p.m. Friday and 3:00 a.m. Monday Pacific time; (2) emergency updates; and (3) any unavailability described below.
Any unavailability caused by circumstances beyond ArcSite’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving ArcSite employees), Internet service provider failure or delay, hosting service failure, non-ArcSite application failure or denial of service attack.
13. INDEMNIFICATION BY YOU
You shall indemnify, defend and hold harmless Arctuition, its directors, officers, employees, independent contractors and agents from any and all third party claims, damages, losses, liabilities, costs and expenses including, without limitation, attorneys’ fees and court costs (collectively, “Losses”) arising out of or in connection with (a) Your breach of any certification, covenant, obligation, representation or warranty in this Terms Of Service; (b) Your use of the Arctuition Service; (c) Your use of Automated Means in violation of this Terms Of Service; (d) Your development, operation, or support of a Competing Product using the Arctuition Software, the Arctuition Service, or Arctuition confidential information; or (e) the acts or omissions of Your Authorized Users, contractors, agents, or representatives.
You will reimburse Arctuition for reasonable forensic, investigation, preservation, remediation, and enforcement costs directly resulting from a substantiated material violation of Section 5.1, including reasonable attorneys’ fees to the extent permitted by applicable law.
You acknowledge that unauthorized scraping, reverse engineering, disclosure or misuse of Arctuition confidential information, circumvention of access controls, or use of the Arctuition Service to develop a Competing Product may cause irreparable harm for which monetary damages would be an inadequate remedy. Arctuition may therefore seek temporary, preliminary, and permanent injunctive relief, specific performance, and other equitable relief — including an order requiring the immediate cessation of operation, distribution, marketing, or sale of any product developed in violation of Section 5.1 and the destruction or permanent deletion of such product and any models, datasets, or derivative materials created using information or access obtained in violation of Section 5.1 — in addition to any other remedies available at law or in equity and, to the extent permitted by law, without the necessity of proving actual damages or posting a bond.
14. EFFECTIVE DATE AND TERMINATION
This Terms Of Service shall be effective when You first create or activate an account, click to accept this Terms Of Service, sign an Order Form or other agreement incorporating this Terms Of Service, access or use any part of the Arctuition Service, or first Publish using the Arctuition Service, whichever occurs first. Your rights under this Terms Of Service may be suspended or will terminate immediately and automatically, without notice to You, if (a) You fail to comply with any of the terms and conditions of this Terms Of Service or otherwise create risk or possible legal exposure for Arctuition; or (b) You materially violate Section 5.1, compromise the security of the Arctuition Service, misuse Arctuition’s Intellectual Property Rights or confidential information, or engage in conduct reasonably likely to cause continuing harm.
You agree that Arctuition, in its sole discretion, may suspend, restrict, or terminate, with or without notice, Your account or Your use of the Arctuition Service, and remove or restrict access to any Content within the Arctuition Service, for any reason, including, without limitation, (a) lack of use, (b) as a result of Your relationship with a partner of Arctuition, (c) if Arctuition believes that You have violated or acted inconsistently with the letter or spirit of the Terms Of Service, (d) requests by law enforcement or other government agencies, (e) a request by You (self-initiated account deletions), (f) discontinuance or material modification to the Arctuition Service (or any part thereof), (g) unexpected technical or security issues or problems, (h) in compliance with legal process; (i) if You have or Arctuition believes You have engaged in illegal activities, including without limitation fraud; (j) nonpayment of any fees owed by You in connection with the Arctuition Service; or (k) suspected access through unauthorized Automated Means, reverse engineering, scraping, circumvention, competitive development, or other conduct prohibited by Section 5.1. Where reasonably practicable, Arctuition will limit a suspension to the affected accounts, credentials, integrations, devices, or functionality. Arctuition need not provide advance notice where notice could compromise security, permit destruction of evidence, or allow prohibited conduct to continue.
Termination shall not entitle You to any refund. Arctuition may preserve relevant Usage Data, logs, account records, and Content notwithstanding suspension, termination, or a deletion request to the extent reasonably necessary for security, fraud prevention, investigation, evidence preservation, contract enforcement, dispute resolution, or compliance with law. Sections 2, 4, 5, 6, 10, 11, 12, 13, 14, 15, and 16, and any provisions that by their nature should survive, will survive expiration or termination of this Terms Of Service for any reason.
15. NOTICES
All notices to Arctuition, permitted or required under this Terms Of Service, shall be in writing and sent to: Arctuition Inc., 5075 Cascade Rd SE STE I, Grand Rapids, MI 49546; with a copy emailed to legal@ArcSite.com.
Notices shall be delivered as follows with notice deemed given as indicated: (a) by overnight courier upon written verification of receipt; or (b) by certified or registered mail, return receipt requested, five (5) days after deposit in the mail. Address used shall be the one first set forth above or such other address in accordance with the legal guidelines located at ArcSite.com. All notices to Arctuition will be addressed to the attention of the Legal Department.
16. GENERAL
This Terms Of Service constitutes the entire agreement between the parties and supersedes any other previous or contemporaneous communications, agreements, representations, or advertising with respect to the Arctuition Service, except for any Order Form, master services agreement, data processing agreement, security addendum, or other written agreement signed by Arctuition that expressly applies to Your use of the Arctuition Service. In the event of a direct conflict, the signed agreement will control only to the extent of the conflict. A signed agreement does not waive Section 5.1 unless it expressly identifies the applicable restriction and states that the restriction is waived.
Arctuition reserves the right, from time to time, to update, revise, supplement, and otherwise modify this Terms Of Service and to impose new or additional rules, policies, terms, or conditions on Your use of the Arctuition Service.
Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Terms Of Service as “Additional Terms”) will be posted on ArcSite.com with an updated effective date. For material changes affecting Your rights, obligations, access restrictions, dispute rights, or use of Your Content, Arctuition will provide reasonable advance notice by email, in-product notice, or the account-administration portal and, where legally or commercially appropriate, may require affirmative acceptance. Additional Terms apply prospectively from their stated effective date and do not alter accrued claims or obligations arising under an earlier version. Your continued use of the Arctuition Service after the effective date of the Additional Terms will be deemed to constitute Your acceptance of the Additional Terms. All Additional Terms are hereby incorporated into this Terms Of Service by this reference.
This Terms Of Service will be construed, governed and interpreted in accordance with the laws, but not the rules relating to the choice of law, of Michigan. Your use of the Arctuition Service may also be subject to other local, state, national, or international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with Arctuition or relating in any way to Your use of the Arctuition Service resides in the courts of the state of Michigan.
The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Terms Of Service. No action, regardless of form, arising out of or relating to this Terms Of Service may be brought by You more than two (2) years after the cause of action has occurred.
You may not assign this Terms Of Service or any rights hereunder without the prior consent of Arctuition and any purported assignment by You shall be void. Arctuition may freely assign this Terms Of Service in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise without Your prior consent. Arctuition’s failure to enforce any right or provision in this Terms Of Service will not constitute a waiver of such provision, or any other provision of this Terms Of Service.
If any provision of this Terms Of Service is found by a court of competent jurisdiction to be illegal, invalid or unenforceable, the other provisions will remain in full force and effect. Arctuition will not be responsible for failures to fulfill any obligations due to causes beyond its control.
The parties hereto confirm that it is their wish that this Terms Of Service, as well as other documents relating hereto, including notices, have been and shall be written in the English language only.
17. THIRD-PARTY USE
Third-Party Services. ArcSite may use or provide access to one or more third-parties to process payments, process account or user registrations, or provide other services. The use of such third-party services are subject to the third-party’s terms of service. Any disputes arising regarding a third-party’s services must be resolved directly between Customer and the third-party. ArcSite disclaims all warranties or representations regarding any third-party services.
ArcSite, in its sole discretion, and without notice to Customer, may subcontract any services to be performed by a third-party.
PayEngine. ArcSite offers payments through PayEngine, a third-party payment processor. In order for you to use PayEngine’s payment processing services, you must register with PayEngine as a merchant. The PayEngine Terms of Service explain that process and are available here: https://www.payengine.co/terms-of-service. The PayEngine Privacy Policy is available here: https://www.payengine.co/privacy-policy.
By accepting this agreement with ArcSite, you agree that you have reviewed the PayEngine Terms of Service and Privacy Policy for the country in which you are located and agree to them. If you have questions regarding the PayEngine Terms of Service or Privacy Policy, please refer to the PayEngine website https://www.payengine.co/ or contact PayEngine at support@payengine.co
Wisetack. ArcSite offers consumer financing options to our customers through Wisetack, a pay over time platform for in-person services. In order for you to use Wisetack’s consumer financing services, you must register with Wisetack as a merchant. The Wisetack Terms of Service explain that process and are available here: https://wisetack.us/#/terms. The Wisetack Privacy Policy is available here: https://wisetack.us/#/privacy.
By accepting this agreement with ArcSite, you agree that you have reviewed the Wisetack Terms of Service and Privacy Policy for the country in which you are located and agree to them. If you have questions regarding the Wisetack Terms of Service or Privacy Policy, please refer to the Wisetack website https://www.wisetack.com/ or contact Wisetack at support@wisetack.com
18. ELECTRONIC SIGNATURE DISCLOSURE
Acceptance and Consent
When you use our platform to affix your electronic signature to documents, you are consenting to do so under the Electronic Signatures in Global and National Commerce Act (E-Sign Act) and other applicable laws. This action indicates your agreement to use electronic means to sign documents and receive notifications.
Legality of Electronic Signatures
An electronic signature provided by you on our platform, achieved through clicking through to a document and entering your name, or any other electronic signing method we provide, is legally binding. It carries the same weight and enforceability as a manual signature written with ink on paper.
System Requirements
To use our electronic signature service, you must have access to:
• A stable internet connection
• An email account
• A device capable of accessing, opening, and reading documents
• A means to print or download documents for your records
Electronic Delivery of Documents
All documents related to the electronic signing process will be provided to you electronically through our platform or via email. It is your responsibility to ensure that your email address is current and that you can receive and open our emails.
Consent to Electronic Transactions
By using the electronic signature feature, you are consenting to conduct transactions and receive disclosures electronically. You acknowledge that your electronic signature on documents is binding and that you accept the terms outlined in the documents you are signing.
Withdrawing Consent
You have the right to withdraw your consent to use electronic signatures at any time before completing the signing process. To withdraw your consent, please contact the sender of the document. In failing to contact the sender you may reach out to support@arcsite.com for assistance. Be aware that withdrawing consent may delay or halt the completion of the related transaction or service.
Updating Your Information
It is crucial to keep your contact information, especially your email address, up to date with us. Please notify us immediately of any changes to ensure that you continue to receive all necessary communications.
Retention of Documents
After signing a document electronically, you will be provided the opportunity to view, download, and print the document for your records. It is highly recommended that you retain a copy of all electronically signed documents for your personal records. We will also retain a copy of the signed document for our records however we may not be able to provide you with a copy of the signed document after a certain period of time.
Acknowledgment
By proceeding to use the electronic signature service provided by ArcSite, you affirm that you have read and understood this disclosure. You agree to all terms and conditions related to the use of electronic signatures and electronic transactions as outlined herein.
Contact Information
For any questions regarding this disclosure, electronic signatures, or any related process, please contact us at: support@arcsite.com
