IMPORTANT: By clicking the “I AGREE” box, accessing Digital Arc’s website, or utilizing any Digital Arc Service, You agree to be bound by these Terms and Conditions.
These Terms of Service (“Terms”) are a legal agreement between the individual or entity (“You” or “Customer”) agreeing to these Terms and Digital Arc, LLC or accessing or using any Digital Arc Service. These Terms govern Your access to and use of the Services offered by Digital Arc.
1. Eligibility. You affirm that You are at least 16 years of age and are otherwise fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms. Digital Arc may terminate Your access to Services without notice if it believes that You are under the age of 16 or are otherwise ineligible.
2. Definitions. The following definitions shall apply to these Terms:
The term “Service(s)” means Digital Arc’s websites, including but not limited to the website located at https://arcapp.us, and Digital Arc’s applications (“Apps”), programs, software, materials, products and services (including any related components, accessories, and documentation), and any other services described on Digital Arc’s website, in an agreement with Digital Arc, or on a Service Order form for Digital Arc services. Digital Arc may provide a further description of its services and reserves the right to update such descriptions in its sole discretion at any time.
The term Services(s) also includes any Beta agreement(s) or Beta product(s).
The term “Service Order” includes any Digital Arc order form, including online registration(s) or online sign-up, submitted by You and accepted by Digital Arc for Services, any agreement for Services between You and Digital Arc, and any other means authorized by Digital Arc for You to order Services from Digital Arc.
The term “End User” means any individual who, with or without Your permission and knowledge, accesses or uses the Services provided by Digital Arc to You.
3. Digital Arc Provision of Services. Digital Arc will provide the Services described in any Service Order. The Service Order may contain additional terms and conditions regarding the specific Services You are ordering and using; such terms and conditions are hereby incorporated into these Terms.
4. Changes to Services, Features, and Terms. Digital Arc reserves the right, at its sole discretion, to modify, update, enhance, discontinue, or otherwise change the Services or the features of any Service. Digital Arc likewise reserves the right to change or supplement these Terms from time to time at its sole discretion. Digital Arc will post updates or revised versions of these Terms on its website. Continued use of Service after posting constitutes acceptance of updates or revised version. Digital Ark may also require consent of specific changes or updates. If You do not agree to any change in the Terms, You must discontinue Your use of the Services. If You continue to use the Services after fourteen (14) days have passed since any changes were posted to Digital Arc’s website or any additional notice provided, then You acknowledge and agree that You will be deemed to have accepted the changes and be bound by them.
5. Beta Agreements. Digital Arc may also offer access to services that are classified as Beta version. Access to and use of Beta versions may be subject to additional agreements and the terms of such agreements will control in the event of any conflict with these Terms. Digital Arc reserves the right to discontinue or modify a Beta version at any time without notice. Beta versions are provided AS IS. Your use of a Beta version is at Your sole risk.
You are solely responsible for Your and Your End Users’ use of the Services and shall abide by, and ensure compliance with, all applicable laws in connection with Your and each End User’s use of the Services, including but not limited to laws related to recording, intellectual property, privacy, terrorism, financial services, fraud, and export control.
7. Restrictions on Your Use of the Services. By using Digital Arc Services, You agree on behalf of Yourself and any of Your End Users not to:
8. Security Information. Digital Arc may require You to provide information about Yourself in order to register for and/or use certain Services. You agree to provide accurate information. Digital Arc may require You to choose a username and password. It is Your responsibility to maintain the security of that username and password and not to disclose them to any third party or to any End User that You do not wish to access and use the Services. You are responsible for all use of your username and password.
9. Your Intellectual Property. Digital Arc agrees that You retain intellectual property rights You already hold in any content that You submit, post or display on or through, the Services. By using the Services, you grant Digital Arc a license to use such content in connection with its provision of the Services.
10. Your Content. You are solely responsible for any content that You send, transmit, display, or upload in using the Services. It is Your responsibility to comply with any appliable laws governing the content. For any content that You send, transmit, display, or upload, You represent and warrant that You have the right to upload the content, that Your use does not violate or infringe on any rights of any third party, and that You have complied with the rights that any third parties may have in that content. Digital Arc owns the right, title, and interest in all of its Services except for any content expressly provided by You.
Digital Arc reserves the right, at its sole discretion, to delete at any time without notice to You any content that You send, transmit, display, or upload in using the Services, or to disable the entire account, if Digital Arc determines that it violates any law or this Agreement.
By using the Services, You grant Digital Arc consent to store recordings for any Digital Arc meetings that You join, if such recordings are stored in Digital Arc’s systems. You are responsible for compliance with any and all recording laws.
Please write us at Digital Arc, LLC, Attn: Privacy, 1723A Marsh Road, Suite 117, Wilmington, DE 19810, USA, or by emailing us at email@example.com if you believe your copyright has been infringed upon.11. Responsibility for End Users. You agree that Digital Arc has no responsibility, nor liability for violations, for the activities, content, or data of any End User who access or use the Services through Your account, that You have the sole responsibility, and liability for violations, for the activities, content, or data of any End Users who access or use the Services through Your account, and that You will monitor and take appropriate measures to ensure that all such End Users comply with the terms of this Agreement and Digital Arc policies. You agree not to share or transfer your account with any other party. Digital Arc reserves the right to investigate the use of the Services by You or any End User and to take any action it determines to be appropriate, including termination of an account or user profile and denying further use of the Services.
12. No Liability for Content or Data Viewed While Using Services. You understand and agree that Digital Arc has no liability under any circumstances for any content or data viewed by You, any End User, or any other individual or entity while using the Services, including, but not limited to, any errors or omissions in any such content or data, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any such content or data. .
14. Fees and Payment. Service Orders are for one-year terms with automatic renewal. You may cancel at any time upon 30 days’ notice to Digital Arc. You agree to pay all fees owed for the Services as set forth in any invoice or Service Order from Digital Arc, including taxes, service fees, set-up fees, and other fees associated with the Services that Digital Arc is providing to You. You authorize Digital Arc to charge Your credit card or other payment mechanism of Your choice approved by Digital Arc for all such fees at time of subscribing and at all renewals. All payments for the Services are final and non-refundable.
Digital Arc reserves the right to change its fees or payment method for the Services at any time. Any price change will take effect on Your next billing cycle. Digital Arc will provide You with advance notice of any change in fees and an opportunity to terminate Your account if You do not wish to continue the Services under the new fee.
You agree to notify Digital Arc of any fee dispute within 20 days of the invoice date. Should You fail to pay any undisputed fees, Digital Arc reserves the right to suspend or terminate Your Services and to demand payment from You of its reasonable costs and attorney fees in collecting any unpaid amounts. Digital Arc may, on notice to You, suspend or terminate Your Services if You do not pay undisputed fees, and You agree to reimburse us for all reasonable costs and expenses incurred in collecting past due amounts. You agree that Digital Arc may collect interest on any overdue amounts at the interest rate of 1.5% or the highest of the amount permitted by applicable law.
It is Your responsibility to provide accurate billing, contact, and payment information. You agree that Digital Arc may verify whether Your payment method is valid, charge Your payment card or bill You for any amount You owe for using the Services, and automatically update Your payment card information using any means to do so in the event Your payment card on file is no longer valid. You agree that Your credit card information and related personal data may be provided to third parties for purposes of payment processing, fraud prevention, and reimbursement of taxes paid or costs and attorney fees incurred as provided in Section 15 below. You agree that Digital Arc may suspend or terminate Your Services if Digital Arc determines that Your payment information is not valid. You agree that You are responsible for any fees and overdraft charges that Digital Arc may incur when charging You for payment.
15. Taxes Applicable to the Services. You are responsible to pay any applicable tax (e.g., sales, service, VAT) or other government imposed fee of any sort that may be imposed by any government entity or collection agency in any jurisdiction where the Services are provided or accessed. Should You fail to pay any such tax or fee, You agree that You will reimburse Digital Arc for any tax or fee paid on Your behalf, along with any reasonable costs and attorney fees incurred in collecting such taxes and fees paid on Your behalf.
16. Termination. Service Orders are for one-year terms with automatic renewal. You may cancel at any time upon 30 days’ notice to Digital Arc. Digital Arc reserves the right to terminate this Agreement for any reason. Upon termination, You must cease use of all Services. The lone procedure to terminate use of Services is to immediately cease use of Services and notify Digital Arc. Except for Section 3 of these Terms, all other provisions of the Terms of Service shall survive termination.
16. Proprietary Rights and Digital Arc Marks. You agree that Digital Arc (including any of its assignees or licensors) retains all ownership, proprietary right, title and interest in the Services, and in any and all trade names, logos, trademarks, service marks, and domain names (collectively “Digital Arc Marks”) associated or displayed with the Services, and any related intellectual property rights, including, without limitation, all modifications, enhancements, derivative works, and upgrades thereto. You agree that You will not remove, alter, obscure, use, register, collect, copy, or frame any trade names, logos, trademarks, service marks, metadata, metatags, or domain names or social media account name or handle which incorporates in whole or in part the Digital Arc Marks or anything similar.
17. Hardware, Internet, and Software Needed to Access the Services. You understand and agree that Your use of the Services requires one or more compatible devices, Internet access, and certain software and that the cost, performance, and procurement of upgrades of such required hardware, internet access, and software is Your responsibility. You further acknowledge and agree that any system requirements for access to the Services may change from time to time and that it is Your responsibility to procure any updates to hardware, internet, or software that may be needed.
You agree that You are responsible for all fees and charges imposed by any third-party provider (for example, Your internet service provider, Your voice and data transmission providers) related to Your access and use of the Services.
18. Disclaimer of Warranty. YOU ACCEPT THE SERVICES “AS IS.” DIGITAL ARC MAKES NO WARRANTY OF ANY KIND REGARDING THE SERVICES AND YOU ACKNOWLEDGE THAT USE OF THE SERVICES IS AT YOUR OWN RISK AND THE RISK OF YOUR END USERS.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, DIGITAL ARC EXPRESSLY DISCLAIMS ALL AND YOU AND YOUR END USERS RECEIVE NO WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. DIGITAL ARC MAKES NO WARRANTY THAT ANY OF THE SERVICES WILL MEET YOUR REQUIREMENTS OR THOSE OF YOUR END USERS AND/OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. NOR DOES DIGITAL ARC MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH USE OF THE SERVICES. DIGITAL ARC SHALL NOT BE RESPONSIBLE FOR ANY COSTS, EXPENSES, OR OTHER LIABILITIES OF ANY KIND YOU OR YOUR END USERS MAY INCUR AS A RESULT OF YOUR OR YOUR END USERS’ USE OF SERVICES, INCLUDING BUT NOT LIMITED TO ANY DAMAGE TO OR LOSS OF ANY EQUIPMENT, SOFTWARE, DATA, OR INFORMATION. YOU AND YOUR END USERS WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU OR YOUR END USERS RESULTING FROM THE USE OF THE SERVICES. DIGITAL ARC DOES NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY USER INFORMATION OR COMMUNICATIONS BETWEEN USERS. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU OR YOUR END USERS FROM DIGITAL ARC OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK AND THAT OF YOUR END USERS.
19. No High-Risk Use. You understand and agree that the Services are not created or authorized for use in any high-risk activities, including, without limitation, aircraft navigation, life-support systems, weapons systems, or other hazardous environments necessitating fail-safe controls.
20. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY STATED OR IMPLIED HEREIN, DIGITAL ARC SHALL NOT HAVE ANY LIABILITY WHATSOEVER FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, LOSS OF PROFITS OR REVENUES, LOSS OF DATA, OR SPECIAL DAMAGES SUFFERED BY YOU, END USERS, OR ANY OTHER INDIVIDUAL OR ENTITY, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
21. Indemnification. You agree to hold harmless and indemnify Digital Arc, including its affiliates and subsidiaries, officers, directors, agents, and employees, from and against any third party claim arising from or in any way related to (i) Your breach of these Terms, (ii) Your use of the Services, (iii) Your violation of any applicable law, rule, or regulation, including without limitation, any intellectual property law, in connection with Your user of the Services, or (iv) any content that You (or an End User using Your account) sends, transmits, displays, or uploads in using the Services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Digital Arc will provide You with written notice of such claim, suit, or action.
22. Export Restrictions. You acknowledge that the Services, or portion thereof may be subject to the export control laws of the United States and other applicable country export control and trade sanctions laws (“Export Control and Sanctions Laws”). You and your End Users may not access, use, export, re-export, divert, transfer or disclose any portion of the Services or any related technical information or materials, directly or indirectly, in violation of any applicable export control or trade sanctions law or regulation. You represent and warrant that (i) You and your End Users are not citizens of, or located within, a country or territory that is subject to U.S. trade sanctions or other significant trade restrictions (including without limitation Cuba, Iran, North Korea, Syria, and the Crimea) and that you and your End Users will not access or use the Services, or export, re-export, divert, or transfer the Services, in or to such countries or territories; (ii) You and your End Users are not identified on any U.S. government restricted party lists (including without limitation the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons and Foreign Sanctions Evaders List, the U.S. Department of Commerce’s Denied Parties List, Entity List, and Unverified List, and the U.S. Department of State proliferation-related lists); and (iii) that no content created or submitted by You or your End Users is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws. You are solely responsible for complying with the Export Control Laws and monitoring them for any modifications.
23. Governing Law; Assignment; Severability; Waiver. These Terms and all transactions related to the Terms shall be governed by and construed in accordance with the laws of the State of Florida without regard to principles of conflicts of laws. Venue for resolution of any disputes related to these Terms will be within the State of Florida. You shall not assign any rights or delegate any obligations under these Terms, by operation of law or otherwise, without Digital Arc’s prior written consent. Any attempted assignment shall be null and void and shall result in termination of these Terms unless Digital Arc agrees otherwise in writing. If any part of these Terms shall be invalid or unenforceable, that shall not affect the validity or enforceability of any other part of these Terms which shall remain in full force and effect. Failure by Digital Arc to exercise any of its rights under, or to enforce any provision of, these Terms will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision.
24. Entire Agreement. These Terms constitute the entire understanding and agreement between You and Digital Arc respecting the subject matter of these Terms and supersede all prior agreements between the Parties respecting such subject matter. If there is a conflict between these Terms and the language of a Service Order, then the language of the Service Order shall take precedence.
Last Updated August 29, 2020