These Terms of Service (the "Terms") are a binding legal agreement between ArcaLabs AI, Inc., a Delaware corporation ("ArcaLabs," "we," "us," or "our"), and the entity or organization that accesses or uses the Services ("Customer," "you," or "your"). These Terms govern your access to and use of the ArcaLabs platform, websites, applications, agents, application programming interfaces (APIs), and related services (collectively, the "Services" or the "Platform").
The Services are intended solely for business and professional use by organizations and their authorized personnel. They are not directed to or intended for consumers or for personal, family, or household use. By accepting these Terms, the individual doing so represents that they are at least 18 years old and are authorized to bind the Customer.
1.1. Acceptance. You accept these Terms by (a) clicking "I agree" or a similar control; (b) executing an order form, statement of work, or other ordering document that references these Terms (an "Order Form"); or (c) accessing or using any part of the Services. If you do not agree, you must not access or use the Services.
1.2. Order of precedence. If you and ArcaLabs have executed a separate written master subscription agreement, master services agreement, enterprise agreement, or similar negotiated agreement governing the Services (a "Master Agreement"), that Master Agreement governs and controls over these Terms to the extent of any conflict. Otherwise, these Terms, together with any Order Form, any acceptable-use policy we make available, our Privacy Policy, a Data Processing Addendum (where applicable), and any documentation or policies we reference, form the entire agreement between the parties (the "Agreement"). In the event of a conflict among these documents and absent a Master Agreement, the following order of precedence applies: (i) the Order Form; (ii) the Data Processing Addendum; (iii) these Terms; (iv) any acceptable-use or product-specific policy; and (v) the documentation.
1.3. Changes to these Terms. We may modify these Terms from time to time. If we make material changes, we will provide reasonable notice (for example, by posting the updated Terms with a new "Last Updated" date, by email, or through the Services). Changes are effective upon posting unless otherwise stated. Your continued use of the Services after the effective date of the updated Terms constitutes your acceptance. If you do not agree to the updated Terms, you must stop using the Services.
3.1. Provision of the Services. Subject to the Agreement and Customer's payment of applicable fees, ArcaLabs will make the Services available to Customer and its Authorized Users during the subscription term. The Services include an agentic workflow builder and automation platform purpose-built for financial-services workflows (including, by way of example, public comparables analyses, capitalization-table and waterfall modeling, deal research, document generation, and related automations), together with sandboxed execution, connectors, and audit and logging features.
3.2. License grant. Subject to and conditioned on Customer's compliance with the Agreement, ArcaLabs grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the subscription term to access and use the Services, solely for Customer's internal business purposes and in accordance with the documentation and these Terms.
3.3. Reservation of rights. The Services are licensed, not sold. Except for the limited license expressly granted in Section 3.2, ArcaLabs and its licensors reserve all right, title, and interest in and to the Services, including all related intellectual property rights. No rights are granted to Customer other than as expressly set forth in the Agreement, and no rights are granted by implication, estoppel, or otherwise.
3.4. Service plans and limits. The features, usage limits, rate limits, capacity, and support levels available to Customer may depend on the subscription plan, tier, or Order Form. We may impose, and enforce technical and operational limits on, the use of the Services to protect their integrity, availability, and security.
4.1. Account registration. Access to the Services requires an account. Authentication is provided through our identity provider (currently Clerk) and/or single sign-on. Customer must provide accurate, current, and complete information and keep it up to date.
4.2. Account security. Customer is responsible for (a) configuring and maintaining its account, organization, roles, and permissions; (b) safeguarding all credentials, tokens, and API keys; and (c) all activities that occur under its account and those of its Authorized Users, whether or not authorized by Customer. Customer must promptly notify us of any actual or suspected unauthorized access or use. We are not liable for any loss or damage arising from Customer's failure to maintain the security of its account or credentials.
4.3. Authorized Users. Customer is responsible for its Authorized Users' compliance with the Agreement and for all acts and omissions of its Authorized Users. Customer must ensure that only authorized individuals access the Services and must promptly deprovision Authorized Users who are no longer entitled to access. Customer's organizational administrators may have the ability to access, monitor, manage, export, and delete Customer Content and audit records within Customer's workspace; such access is governed by Customer's internal policies and the Agreement.
5.1. Nature of AI outputs. The Services use artificial intelligence, machine-learning models, large language models, and automated agents. Outputs are generated probabilistically and may be inaccurate, incomplete, outdated, biased, or otherwise inappropriate, and may not reflect the most current information. AI systems can "hallucinate" — that is, produce content that appears plausible but is incorrect or fabricated. Identical or similar inputs may produce different Outputs, and similar Outputs may be generated for other customers.
5.2. Human review required; no reliance. Outputs are provided to assist, not replace, the professional judgment of Customer and its Authorized Users. Customer is solely responsible for reviewing, evaluating, verifying, and validating all Outputs (including all figures, formulas, models, citations, and source data) before any use, reliance, distribution, filing, or publication. You must not rely on Outputs as the sole basis for any decision, and you assume all risk arising from any use of or reliance on Outputs.
5.3. Not professional, financial, investment, legal, tax, or accounting advice. The Services and Outputs do not constitute, and must not be construed as, investment advice, a recommendation or solicitation to buy, sell, or hold any security or financial instrument, financial planning, brokerage, valuation, fairness, accounting, audit, tax, or legal advice, or any other regulated professional advice. ArcaLabs is not a broker-dealer, investment adviser, investment bank, bank, accounting firm, or law firm, and no fiduciary, advisory, or professional-client relationship is created by these Terms or your use of the Services.
5.4. Customer responsibility for use of Outputs. Customer is solely responsible for any materials, deliverables, filings, communications, transactions, or decisions that Customer or its Authorized Users create, make, or take using the Services or Outputs, and for ensuring that such use complies with all applicable laws, regulations, professional standards, and contractual obligations.
6.1. Ownership of Customer Content. As between the parties, Customer owns and retains all right, title, and interest in and to Customer Content, subject to the rights of third parties in Third-Party Data and Third-Party Services.
6.2. License to ArcaLabs. Customer grants ArcaLabs and its sub-processors a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, process, display, and otherwise use Customer Content solely as necessary to (a) provide, maintain, secure, and support the Services; (b) generate Outputs in response to Customer's instructions; (c) prevent or address technical, security, fraud, or abuse issues; and (d) comply with applicable law and Customer's instructions. This license continues only for so long as Customer Content remains within the Services, except as needed to complete deletion, satisfy retention obligations, or comply with law.
6.3. Outputs. As between the parties, and subject to ArcaLabs' and its licensors' rights in the Services and to the rights of third parties in Third-Party Data, ArcaLabs assigns to Customer its right, title, and interest (if any) in Outputs generated for Customer. Customer is responsible for its use of Outputs. Because Outputs are generated by models that serve many customers, Customer acknowledges that other users may receive the same or similar Outputs that ArcaLabs may generate, and that Customer obtains no exclusive rights in non-original or non-copyrightable elements of any Output.
6.4. Responsibility for Customer Content. Customer is solely responsible for Customer Content, including its legality, accuracy, quality, and the rights necessary to submit it to and process it through the Services. ArcaLabs does not monitor, review, or pre-screen Customer Content, but may do so to operate, secure, and improve the Services or to enforce the Agreement.
7.1. We do not train foundation models on your content. ArcaLabs does not use Customer Content or Outputs to train, fine-tune, or improve any general-purpose or foundation machine-learning models for use across other customers, and ArcaLabs requires its AI sub-processors (including the providers of the large language models used by the Services) to be contractually prohibited from using Customer Content or Outputs submitted through the Services to train their generally available models.
7.2. Service Data and aggregated/de-identified data. Notwithstanding Section 7.1, ArcaLabs may collect and use Service Data and may create and use aggregated and de-identified data derived from use of the Services to operate, secure, support, analyze, develop, and improve the Services and ArcaLabs' other products and services, and for other lawful business purposes. Aggregated and de-identified data does not identify Customer, any Authorized User, or any individual, and ArcaLabs will not attempt to re-identify it. ArcaLabs owns Service Data and aggregated and de-identified data.
7.3. Customer-configured model behavior. Certain features (for example, firm-profile and writing-style/voice extraction) generate configuration artifacts from Customer Content that Customer enables in order to tailor Outputs to Customer's conventions. Such artifacts are treated as Customer Content, are used only for Customer's workspace, and may be disabled and deleted by Customer.
8.1. Third-Party Data is provided "as is." The Services may surface Third-Party Data, including financial market data, securities and reference data, fundamentals, estimates, pricing, and regulatory filings, obtained from third-party providers such as FactSet and SEC EDGAR. Third-Party Data is owned by the applicable provider and is provided "AS IS" and "AS AVAILABLE," without any warranty of any kind, including as to accuracy, completeness, timeliness, sequence, or fitness for any purpose. ArcaLabs does not originate, independently verify, or guarantee Third-Party Data and is not responsible or liable for it.
8.2. Restrictions on Third-Party Data. Third-Party Data is licensed, not sold, and is made available solely for Customer's internal business use within the Services. Customer must not, and must not permit any person to: (a) redistribute, resell, sublicense, publish, or make Third-Party Data available to any third party except as expressly permitted; (b) use more than insubstantial amounts of Third-Party Data, or use Third-Party Data in a manner that has independent commercial value as a database, that could substitute for a direct license to the underlying data, that is separately marketed, or that is systematically or regularly retrieved or extracted; (c) remove, obscure, or alter any attribution, disclaimer, or proprietary notice; or (d) use Third-Party Data other than in compliance with the applicable provider's terms.
8.3. Provider terms; flow-down; third-party beneficiaries. Customer's use of Third-Party Data is additionally subject to the terms, restrictions, and disclaimers of the applicable data provider, which may be updated from time to time and which are incorporated by reference where provided to Customer. Customer is responsible for obtaining and maintaining any direct licenses, subscriptions, exchange agreements, or entitlements that may be required for Customer's particular use of market data. Third-party data providers are intended third-party beneficiaries of the disclaimers, restrictions, and limitations of liability in these Terms and may enforce them directly. A data provider may require Customer to cease using its data immediately, and ArcaLabs may suspend or disable access to Third-Party Data to comply with provider requirements or applicable law.
8.4. Partner status. ArcaLabs' status as a partner of, or its integration with, any third-party data provider does not constitute an endorsement by that provider of ArcaLabs, the Services, or any Output, and does not extend that provider's warranties to Customer.
9.1. Connectors. The Services let Customer connect and integrate Third-Party Services, such as Google Workspace (including Google Drive and Gmail), Microsoft 365 (including OneDrive, Outlook, SharePoint, and Teams), Dropbox, Egnyte, cloud storage, and email. By connecting a Third-Party Service, Customer authorizes ArcaLabs to access, retrieve, store, process, and (where Customer directs) write to and send from that Third-Party Service on Customer's behalf, including reading and sending email and accessing files and folders, to provide the Services.
9.2. Customer authorization and third-party terms. Customer represents that it has the right and all necessary consents to connect each Third-Party Service and to authorize ArcaLabs' access as described. Customer's use of Third-Party Services is governed by the applicable third party's terms, and ArcaLabs is not responsible or liable for Third-Party Services, their availability, their security, or any acts or omissions of their providers. Customer may revoke connector permissions at any time, which may degrade or disable related Services functionality.
9.3. Outbound communications. Where Customer enables agents to send email or messages on Customer's behalf, Customer is responsible for those communications and for ensuring they comply with applicable laws (including anti-spam, electronic-communications, and recordkeeping laws) and Customer's policies. Customer is responsible for configuring appropriate human review and approval controls.
10.1. Rights and consents. Customer represents and warrants that it has, and will maintain, all rights, licenses, consents, permissions, and authority necessary to (a) submit Customer Content to the Services; (b) grant the licenses in Section 6; (c) connect Third-Party Services and authorize the access described in Section 9; and (d) permit ArcaLabs and its sub-processors to process Customer Content (including any personal data and any data of Customer's clients, counterparties, employees, and other individuals) as contemplated by the Agreement. Where Customer enables email ingestion, writing-style/voice extraction, or similar features, Customer is responsible for providing all required notices to, and obtaining all required consents from, affected individuals.
10.2. Compliance with laws. Customer is solely responsible for its and its Authorized Users' compliance with all laws, rules, regulations, and professional and self-regulatory obligations applicable to Customer and to Customer's use of the Services and Outputs, including securities laws and regulations; rules of the SEC, FINRA, MSRB, and applicable exchanges and self-regulatory organizations; anti-money-laundering and sanctions laws; data-protection and privacy laws; intellectual-property laws; and laws governing books-and-records, recordkeeping, retention, supervision, and archiving (including, where applicable, SEC Rules 17a-3, 17a-4, and 18a-6 and similar requirements).
10.3. Material non-public information; market conduct. Customer acknowledges that the Services may be used in connection with confidential and material non-public information ("MNPI"). Customer is solely responsible for handling MNPI and other confidential information in compliance with applicable law and Customer's information-barrier, insider-trading, conflicts, and supervisory policies. ArcaLabs does not monitor for, detect, or prevent insider trading, market abuse, conflicts of interest, or other misuse of information, and is not responsible for Customer's compliance with laws governing the use of MNPI.
10.4. No prohibited or high-risk reliance. Customer must not use the Services or Outputs in any manner, or for any decision, that requires accuracy or reliability that AI-generated content cannot provide, without appropriate independent human verification and controls. Customer is responsible for implementing the review, approval, validation, and supervisory controls appropriate to its use case and regulatory environment.
10.5. Acceptable use and restrictions. Customer will not, and will not permit any Authorized User or third party to: (a) copy, modify, translate, or create derivative works of the Services; (b) reverse engineer, decompile, disassemble, or otherwise attempt to discover or access the source code, models, model weights, architecture, or training data of the Services, or any underlying ideas or algorithms, except to the extent this restriction is prohibited by applicable law; (c) use the Services, Outputs, or any related materials to develop, train, or improve any artificial-intelligence or machine-learning model, to develop or offer any product or service that competes with the Services, or to benchmark or conduct competitive analysis, in each case without ArcaLabs' prior written consent; (d) sell, resell, license, sublicense, distribute, rent, lease, or provide the Services to, or use them for the benefit of, any third party, or operate the Services as a service bureau, except as expressly permitted in the Agreement; (e) circumvent, disable, or interfere with any usage or rate limits, security, access controls, or authentication, or access the Services other than through interfaces and credentials provided or authorized by ArcaLabs; (f) scrape, crawl, spider, or use any automated means to access or extract data from the Services other than through documented APIs within applicable limits; (g) introduce any malware or other harmful code, or upload or transmit any unlawful, infringing, defamatory, harmful, or fraudulent content; (h) use the Services in violation of applicable law, third-party rights, or applicable export-control or sanctions laws; or (i) remove, alter, or obscure any proprietary notices in or on the Services. ArcaLabs may investigate suspected violations and may suspend or restrict access in accordance with Section 20.
11.1. Compliance-supporting features, not a compliance guarantee. The Services include features intended to "support" Customer's own compliance and governance programs, such as audit logging, access controls, retention configuration, approvals and guardrails, and exportable records. These features are tools; they do not, by themselves, make Customer or any Output compliant with any law or regulation. ArcaLabs does not represent, warrant, or guarantee that use of the Services will cause Customer to be, or result in Customer being, in compliance with any law, rule, or regulation (including securities or recordkeeping requirements), and Customer remains solely responsible for its own regulatory compliance. References to features as "auditable," "compliance-grade," "SEC-compliant," or similar describe design intent and functionality and are not legal advice or a warranty of regulatory compliance.
11.2. Security and audit status. ArcaLabs maintains an information-security program designed to align with recognized industry standards. As of the Last Updated date, ArcaLabs is undergoing a SOC 2 Type II examination; the examination is in its audit/observation period and ArcaLabs has not yet received a SOC 2 Type II report or attestation. ArcaLabs makes no representation that any certification, attestation, or report has been issued, except as and when expressly stated in writing. Once available, summaries or reports of ArcaLabs' security assessments may be provided to qualifying customers under a non-disclosure agreement and subject to the Agreement. Customer must not represent ArcaLabs' security or compliance status other than as expressly stated by ArcaLabs in writing.
11.3. Deployment options. Certain deployment configurations (for example, single-tenant or customer-VPC deployment) and certain data-residency options may be available only under an Order Form or Master Agreement, may be subject to additional terms, fees, and eligibility, and may have limited availability. Except as expressly agreed in writing, the Services are provided as a multi-tenant, cloud-hosted offering.
12.1. Definition. "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated as confidential or that should reasonably be understood to be confidential given its nature or the circumstances of disclosure. ArcaLabs' Confidential Information includes the Services and their non-public features, security measures, and performance; Customer's Confidential Information includes Customer Content.
12.2. Obligations. The Recipient will (a) use the Discloser's Confidential Information only to exercise its rights and perform its obligations under the Agreement; (b) protect it using at least reasonable care; and (c) not disclose it except to its personnel, advisors, and sub-processors who need to know it and are bound by confidentiality obligations at least as protective. The Recipient may disclose Confidential Information if required by law, provided it gives reasonable advance notice where lawfully permitted.
12.3. Exclusions. Confidential Information does not include information that is or becomes public through no fault of the Recipient, was rightfully known without restriction before disclosure, is rightfully obtained from a third party without restriction, or is independently developed without use of the Discloser's Confidential Information.
ArcaLabs implements and maintains administrative, technical, organizational, and physical safeguards designed to protect Customer Content against accidental or unlawful destruction, loss, alteration, and unauthorized disclosure or access, including measures such as encryption of data in transit and at rest, key management, isolation of execution environments, least-privilege access controls, logging and monitoring, and a deny-by-default egress posture for execution sandboxes. No method of transmission or storage is completely secure, and ArcaLabs does not guarantee that the Services or Customer Content will be free from unauthorized access, loss, or compromise. Customer is responsible for the security of its own systems, credentials, endpoints, and Authorized Users, and for configuring the Services (including access, roles, retention, and approvals) appropriately for its risk profile. Additional details are described in our Privacy Policy and, where applicable, a Data Processing Addendum.
14.1. Fees. Customer will pay all fees specified in the applicable Order Form. Except as expressly stated in the Agreement or required by law, all fees are non-refundable and non-cancelable, and all amounts paid are non-creditable. Unless otherwise stated, fees are quoted and payable in U.S. dollars.
14.2. Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, withholding, and similar taxes, excluding taxes on ArcaLabs' net income.
14.3. Late payment; usage. Overdue amounts may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law. We may meter and bill for usage (including AI/model usage) and may suspend the Services for non-payment in accordance with Section 20. Our measurements of usage are authoritative absent manifest error.
From time to time, ArcaLabs may offer features, products, or deployment options identified as alpha, beta, preview, early access, experimental, or evaluation ("Beta Features"). Beta Features are provided "AS IS," without any warranty, support, or service-level commitment, may be changed or withdrawn at any time, may not be as reliable or available as generally available features, and may be subject to additional terms. Customer's use of Beta Features is voluntary and at Customer's sole risk, and ArcaLabs will have no liability arising from Beta Features.
16.1. ArcaLabs IP. ArcaLabs and its licensors own all right, title, and interest in and to the Services, including all software, models, algorithms, user interfaces, documentation, templates, node and workflow libraries, and all related intellectual property, and all modifications, enhancements, and derivatives thereof. ArcaLabs' names, logos, and marks are the property of ArcaLabs; Customer may not use them without our prior written consent.
16.2. Feedback. If Customer or its Authorized Users provide suggestions, ideas, enhancement requests, or other feedback regarding the Services ("Feedback"), Customer grants ArcaLabs a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use and exploit the Feedback for any purpose without restriction or obligation.
EXCEPT AS EXPRESSLY AND SPECIFICALLY PROVIDED IN A SIGNED MASTER AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, OUTPUTS, THIRD-PARTY DATA, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. ARCALABS AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, ARCALABS DOES NOT WARRANT THAT (A) THE SERVICES OR OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FIT FOR ANY PARTICULAR PURPOSE; (B) THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (C) DEFECTS WILL BE CORRECTED; (D) THE SERVICES ARE FREE OF MALICIOUS CODE; OR (E) THE SERVICES OR OUTPUTS WILL MEET CUSTOMER'S REQUIREMENTS OR RESULT IN COMPLIANCE WITH ANY LAW OR REGULATION. CUSTOMER'S USE OF THE SERVICES AND OUTPUTS IS AT CUSTOMER'S SOLE RISK. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY.
18.1. Indemnification by Customer. Customer will defend, indemnify, and hold harmless ArcaLabs and its affiliates, and their respective officers, directors, employees, agents, licensors, and suppliers, from and against any and all third-party claims, demands, suits, or proceedings, and all related losses, damages, liabilities, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer Content, including any claim that it infringes, misappropriates, or violates the rights of a third party or any law; (b) Customer's or its Authorized Users' use of the Services or Outputs, including any decision, transaction, filing, or communication made or based on them; (c) Customer's breach or alleged breach of the Agreement, including Sections 8, 9, 10, and 11; (d) Customer's violation of any law or the rights of any third party (including data-protection, securities, and market-data provider rights); or (e) Customer's connection or use of Third-Party Services and Third-Party Data.
18.2. Procedure. ArcaLabs will provide Customer with prompt notice of the claim (provided that failure to do so will not relieve Customer of its obligations except to the extent prejudiced), reasonable cooperation at Customer's expense, and sole control of the defense and settlement (except that Customer may not settle any claim in a manner that imposes any obligation or admission on ArcaLabs without ArcaLabs' prior written consent).
18.3. ArcaLabs indemnity. Any obligation of ArcaLabs to indemnify Customer (for example, for third-party claims that the Services, as provided by ArcaLabs and used in accordance with the Agreement, infringe such third party's U.S. intellectual-property rights) applies only if and to the extent expressly set forth in a signed Order Form or Master Agreement, is subject to customary exclusions (including claims arising from Customer Content, Third-Party Data, Third-Party Services, combinations, modifications, Beta Features, or use in violation of the Agreement), and is subject to the limitations of liability in Section 19.
19.1. Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ARCALABS OR ITS AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, OR ANTICIPATED SAVINGS, LOSS, CORRUPTION, OR INACCURACY OF DATA OR OUTPUTS; TRADING, INVESTMENT, VALUATION, OR TRANSACTION LOSSES; COST OF SUBSTITUTE PRODUCTS OR SERVICES; OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE AGREEMENT, THE SERVICES, OUTPUTS, OR THIRD-PARTY DATA, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT ARCALABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
19.2. Cap on liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF ARCALABS AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS ARISING OUT OF OR RELATING TO THE AGREEMENT, THE SERVICES, AND THIRD-PARTY DATA, FROM ALL CLAIMS AND CAUSES OF ACTION IN THE AGGREGATE, WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO ARCALABS FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).
19.3. Reliance and allocation. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 19 APPLY REGARDLESS OF THE FORM OF ACTION AND REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL BASIS OF THE BARGAIN; THE PRICING OF THE SERVICES REFLECTS THIS ALLOCATION. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
20.1. Term. These Terms apply from when Customer first accepts them or accesses the Services and continue until all subscriptions and Order Forms have expired or been terminated and Customer's account is closed.
20.2. Suspension. ArcaLabs may suspend or restrict access to the Services, in whole or in part, immediately and without liability, if (a) Customer breaches the Agreement (including non-payment or any breach of Section 9 or 10); (b) Customer's use poses a security, legal, or operational risk to the Services, ArcaLabs, or others; (c) required by law or by a third-party data or service provider; or (d) necessary to prevent harm. We will use reasonable efforts to provide notice where practicable.
20.3. Termination. Either party may terminate the Agreement for the other party's material breach that remains uncured 30 days after written notice. ArcaLabs may terminate or decline to renew for convenience at the end of the then-current subscription term on notice. ArcaLabs may terminate immediately if Customer's continued use creates legal or security risk or violates applicable law or third-party rights.
20.4. Effect of termination. Upon expiration or termination: (a) Customer's right to access and use the Services ceases; (b) Customer remains responsible for all fees accrued; and (c) ArcaLabs will, for a limited period as described in its then-current policies or the applicable Order Form, make Customer Content available for export, after which ArcaLabs may delete or de-identify Customer Content in the ordinary course, subject to retention required by law, backups made in the ordinary course, and aggregated or de-identified data. Sections that by their nature should survive (including Sections 2, 5–8, 10–12, 16–19, 21, and 23–25) survive termination.
ArcaLabs may modify, update, enhance, or discontinue the Services, or any feature or component, from time to time, including to improve performance, reflect changes in law or third-party services, or address security. We will use commercially reasonable efforts not to materially degrade the core functionality of a generally available Service during a paid subscription term. ArcaLabs is not liable to Customer or any third party for modifying or discontinuing the Services as permitted by the Agreement.
Subject to any contrary provision in an Order Form or Master Agreement, ArcaLabs may identify Customer as a customer of ArcaLabs and use Customer's name and logo in ArcaLabs' customer lists and marketing materials, in a manner consistent with Customer's trademark usage guidelines where provided. Customer may opt out of such use by written notice to ArcaLabs, after which ArcaLabs will cease new such uses within a reasonable period.
23.1. Governing law. The Agreement, and any dispute arising out of or relating to it or the Services, is governed by the laws of the State of New York, excluding its conflict-of-laws rules and the U.N. Convention on Contracts for the International Sale of Goods.
23.2. Informal resolution. Before initiating arbitration, the parties will attempt in good faith to resolve any dispute informally by written notice describing the dispute, for a period of 30 days.
23.3. Binding arbitration. Except as provided in Section 23.5, any dispute, claim, or controversy arising out of or relating to the Agreement or the Services will be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before one arbitrator, seated in New York, New York, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. Each party will bear its own costs except as the rules or the arbitrator provide.
23.4. CLASS-ACTION AND JURY-TRIAL WAIVER. THE PARTIES WAIVE ANY RIGHT TO A TRIAL BY JURY AND AGREE THAT DISPUTES WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one party's claims or preside over any form of a representative or class proceeding.
23.5. Carve-outs. Notwithstanding the foregoing, either party may (a) bring an individual action in small-claims court for disputes within its jurisdiction; and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual-property rights or Confidential Information. For purposes of subsection (b) and any matter not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York.
Customer represents and warrants that it and its Authorized Users (a) are not located in, under the control of, or a national or resident of any country or region subject to comprehensive U.S. sanctions, and are not on any U.S. or applicable government restricted-party or denied-party list; (b) will comply with all applicable export-control, sanctions, and import laws and regulations; and (c) will not use the Services in violation of such laws or for any prohibited end use. Customer will comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act.
25.1. Assignment. Customer may not assign or transfer the Agreement, in whole or in part, without ArcaLabs' prior written consent; any attempted assignment in violation of this Section is void. ArcaLabs may assign the Agreement, including in connection with a merger, acquisition, reorganization, or sale of assets. The Agreement binds and benefits the parties' permitted successors and assigns.
25.2. Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, denial-of-service attacks, and failures or delays of third-party providers.
25.3. Independent contractors. The parties are independent contractors. The Agreement does not create any partnership, joint venture, agency, fiduciary, or employment relationship.
25.4. No third-party beneficiaries. Except for ArcaLabs' affiliates, licensors, and suppliers (including third-party data providers as set forth in Section 8) with respect to the disclaimers and limitations that benefit them, there are no third-party beneficiaries to the Agreement.
25.5. Notices. Notices to ArcaLabs must be sent to legal@arcalabs.ai (and, if required, to ArcaLabs' address at 1881 Page Mill Road, Palo Alto, CA 94304). Notices to Customer may be provided through the Services or to the email or postal address associated with Customer's account. Notices are deemed given when received (or, for email, when sent absent a bounce or error).
25.6. U.S. government end users. The Services are "commercial products" and "commercial computer software" as defined in applicable Federal Acquisition Regulation and supplements. Use, duplication, and disclosure by U.S. government end users are subject to the standard commercial license rights and restrictions in the Agreement.
25.7. Severability; waiver. If any provision of the Agreement is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or, if it cannot be, severed, and the remaining provisions will remain in full force. No waiver is effective unless in writing, and no failure or delay in exercising any right is a waiver.
25.8. Entire agreement. The Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous understandings, proposals, and agreements, whether written or oral. Any terms in Customer purchase orders or other business forms are void and of no effect.
25.9. Interpretation; headings. Headings are for convenience only. "Including" means "including without limitation." The Agreement was drafted jointly, and no rule of construction against the drafter applies.
25.10. Electronic communications and signatures. Customer consents to receive communications from ArcaLabs electronically, and agrees that electronic acceptances, agreements, and signatures satisfy any legal requirement that such communications be in writing.
Questions about these Terms may be directed to:
ArcaLabs AI, Inc. (a Delaware corporation)
Attn: Legal
Email: legal@arcalabs.ai
Address: 1881 Page Mill Road, Palo Alto, CA 94304
Website: https://www.arcalabs.ai
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