Last Updated: February 1, 2025
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Arctis Technology, LLC, a Delaware limited liability company ("Arctis," "Company," "we," "our," or "us") governing your access to and use of Arctis's software applications, platforms, tools, application programming interfaces (APIs), and related services (collectively, the "Services").
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. BY ACCESSING OR USING ANY PART OF THE SERVICES, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THESE TERMS, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERMS "CUSTOMER," "YOU," OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS AND MAY NOT USE THE SERVICES.
IMPORTANT:
THESE TERMS INCLUDE AN ARBITRATION PROVISION IN SECTION 17. THE ARBITRATION PROVISION REQUIRES THAT, WITH LIMITED EXCEPTIONS, DISPUTES BETWEEN YOU AND ARCTIS BE RESOLVED THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT, AND LIMITS CLASS ACTION CLAIMS. PLEASE READ THIS PROVISION CAREFULLY.
The following terms have the meanings set forth below when used in these Terms:
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means the ownership of more than 50% of the shares, equity interest, or other securities entitled to vote for the election of directors or other managing authority.
"Authorized User" means an individual who is authorized by Customer to use the Services, for whom Customer has purchased a subscription (as applicable), and to whom Customer has supplied a user identification and password. Authorized Users may include, but are not limited to, Customer's employees, consultants, contractors, and agents.
"Customer Data" means all electronic data, text, messages, materials, information, or other content that is uploaded, entered, or otherwise transmitted by or on behalf of Customer or any Authorized User in connection with Customer's use of the Services, excluding Usage Data.
"Documentation" means Arctis's then-current documentation, user guides, and technical manuals made available to Customer relating to the use of the Services.
"Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.
"Order Form" means an ordering document, online order, or other form specifying the Services to be provided to Customer, including any addenda and supplements thereto. Order Forms entered into between Arctis and Customer will be deemed incorporated into and governed by these Terms.
"SLA" means the Service Level Agreement that details Arctis's commitments regarding delivery, availability, and support of the Services, as may be updated from time to time.
"Subscription Term" means the period during which Customer has agreed to subscribe to the Services as specified in the applicable Order Form.
"Usage Data" means data, metrics, and information regarding Customer's access and use of the Services, including features used, performance data, and aggregated data that does not contain personal information that identifies Customer or any Authorized User.
We may modify these Terms from time to time. If we make material changes to these Terms, we will notify you by (a) posting the modified Terms on our website, (b) sending an email to the email address associated with your account, or (c) through a notification within the Services. The modified Terms will become effective upon posting or as specified in our notice.
Your continued use of the Services after the effective date of any modified Terms constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Services before the effective date. If you are a subscribing Customer with a current and paid-up Subscription Term, and the modified Terms materially reduce your rights or materially increase your obligations, you may terminate these Terms by notifying us in writing within 30 days from the date we notified you of the modified Terms, and you will receive a pro-rated refund of any prepaid fees for the unused portion of your Subscription Term.
To access and use certain features of the Services, you must register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. We reserve the right to suspend or terminate your account if any information provided during the registration process or thereafter proves to be inaccurate, not current, or incomplete.
You are responsible for:
We have implemented technical and organizational measures designed to secure your account and Customer Data from accidental loss and unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your account or Customer Data for improper purposes. You acknowledge that you provide your account information and Customer Data at your own risk.
If you register for an account on behalf of a company or other entity, or if you are designated as an administrator for an account, you represent and warrant that you have the authority to manage the account on behalf of the entity. Administrative users have the ability to access, monitor, use, export, and disclose all content posted under the account, including Customer Data. Administrative users also have the ability to control access to and use of the account by other users.
During the Subscription Term, we will make the Services available to you in accordance with these Terms, the Documentation, and the applicable Order Form. We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for:
Our obligations regarding the availability of the Services and associated service credits for failure to achieve the availability commitments are set forth in our SLA, which is incorporated into these Terms by reference. The SLA represents our sole obligation and your exclusive remedy for any failures to achieve the availability commitments.
During the Subscription Term, we will provide standard support for the Services at no additional charge, and/or upgraded support if purchased by Customer, in accordance with our support policies in effect at the time that the support is requested. Support may include technical assistance, troubleshooting, bug fixes, and other maintenance as described in our then-current support policies. Current support details and contact information can be found at https://arctis.com/support.
We may provide professional services, such as implementation, training, or consulting services, if specified in an Order Form or a separate written agreement. Any such services will be provided in accordance with the terms set forth in the applicable Order Form or separate agreement.
We may modify the Services from time to time, including by adding, altering, or removing functionality from the Services. We will notify you of material changes to the Services that affect your use of the Services. If a modification materially reduces the functionality of the Services, you may terminate your subscription and receive a pro-rated refund of any prepaid fees for the unused portion of your Subscription Term by providing written notice to us within 30 days from the date we notified you of the modification.
From time to time, we may invite you to try Beta Services at no charge. Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description. Beta Services are for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. Beta Services are not considered "Services" under these Terms, but all restrictions and Customer obligations relating to the Services shall apply equally to your use of Beta Services. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. We may discontinue Beta Services at any time in our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.
You shall not (and shall not permit any Authorized User or third party to):
If Arctis provides you with access to its application programming interfaces (APIs), the following additional restrictions apply:
Services may be subject to usage limits, including, for example, limits on the number of API calls, number of Authorized Users, amount of storage, or processing capacity, as specified in the Documentation, Order Form, or online purchasing portal. If you exceed a contractual usage limit, we may work with you to seek to reduce your usage so that it conforms to that limit. If, notwithstanding our efforts, you are unable or unwilling to abide by a contractual usage limit, you will execute an Order Form for additional quantities of the applicable Services promptly upon our request, and/or pay any invoice for excess usage in accordance with Section 10 (Fees, Billing and Renewal).
As between Arctis and Customer, Customer owns all right, title, and interest in and to all Customer Data. Customer hereby grants to Arctis a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, and use the Customer Data solely as necessary to provide the Services to Customer and as otherwise permitted by these Terms.
Customer is solely responsible for:
Arctis will maintain appropriate administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, as described in our security documentation available at https://arctis.com/security. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data.
Arctis's processing of personal data included in the Customer Data will be governed by our Privacy Policy available at https://arctis.com/privacy, which is incorporated into these Terms by reference. By using the Services, you consent to the processing of personal data as described in the Privacy Policy.
Arctis may disclose Customer Data to the extent required by law or legal process, such as in response to a court order, subpoena, or other legal request. Unless legally prohibited, Arctis will provide Customer with reasonable notice of any such disclosure so that Customer may seek to prevent or limit the disclosure.
Notwithstanding anything to the contrary in these Terms, Arctis may collect, use, and disclose Usage Data and de-identified, anonymized, or aggregated data derived from the Services, provided that such data does not identify Customer or any Authorized User. Arctis may use this data for any purpose, including to improve, develop, and enhance the Services, provided that Arctis's use does not identify Customer or any Authorized User or disclose Customer Confidential Information.
As between Customer and Arctis, all right, title, and interest in and to the Services, Documentation, and all Intellectual Property Rights therein, are and will remain the exclusive property of Arctis and its licensors. Except for the limited rights expressly granted under these Terms, no right, title, or interest in or to the Services or Documentation is granted to Customer. All rights not expressly granted to Customer are reserved by Arctis and its licensors.
Subject to these Terms and payment of all applicable fees, Arctis grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to:
If Customer provides any feedback, comments, suggestions, ideas, descriptions of processes, or other information to Arctis regarding the Services or Documentation ("Feedback"), Customer hereby grants to Arctis a worldwide, perpetual, irrevocable, royalty-free license to use, disclose, reproduce, license, distribute, and exploit the Feedback without restriction or attribution to Customer.
No rights are granted to Customer hereunder other than as expressly set forth in these Terms. Customer may not remove, alter, or obscure any proprietary notices (including copyright notices) of Arctis or its licensors on the Services or the Documentation.
"Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer's Confidential Information includes Customer Data; Arctis's Confidential Information includes the Services and Documentation; and Confidential Information of each party includes the terms and conditions of these Terms and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
The Receiving Party will (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care), (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, and (iii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees, contractors, and agents who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by law or legal process, such as in response to a court order, subpoena, or other legal request, but only after the Receiving Party, to the extent legally permitted, provides the Disclosing Party with prompt written notice of the required disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy, and the Receiving Party provides reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If, after providing such notice and assistance as required herein, the Receiving Party remains subject to a legal requirement to disclose any Confidential Information, the Receiving Party shall disclose no more than that portion of the Confidential Information which, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally required to disclose.
The confidentiality obligations under this Section will survive for a period of three (3) years after the termination or expiration of these Terms, provided that with respect to trade secrets, the confidentiality obligations will continue for as long as such information remains a trade secret under applicable law.
Customer shall pay all fees specified in the Order Form or as otherwise agreed in writing between the parties. Except as otherwise specified in these Terms or an Order Form:
Arctis will invoice Customer in accordance with the billing frequency and terms set forth in the applicable Order Form. Unless otherwise stated in the Order Form, fees are due and payable within thirty (30) days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Arctis and notifying Arctis of any changes to such information.
If any invoiced amount is not received by Arctis by the due date, then without limiting Arctis's rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. Additionally, if any invoiced amount is thirty (30) days or more overdue, Arctis may, without limiting its other rights and remedies, suspend the Services until such amounts are paid in full.
Arctis's fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases under these Terms, excluding taxes based on Arctis's net income. If Arctis has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, Arctis will invoice Customer and Customer will pay that amount unless Customer provides Arctis with a valid tax exemption certificate authorized by the appropriate taxing authority.
Unless otherwise specified in the applicable Order Form, subscriptions to the Services will automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter), unless either party gives the other written notice of non-renewal at least thirty (30) days before the end of the relevant Subscription Term. The per-unit pricing during any renewal Subscription Term will increase by up to 7% above the applicable pricing in the prior term, unless Arctis provides Customer with written notice of different pricing at least sixty (60) days prior to the end of the then-current Subscription Term. If Customer provides written notice of its objection to such different pricing at least thirty (30) days prior to the end of the then-current Subscription Term, Arctis may, at its discretion, either: (i) renew the Subscription Term at the pricing applicable during the then-current Subscription Term, or (ii) allow Customer's subscription to the Services to expire at the end of the then-current Subscription Term.
Arctis may offer various payment methods, including credit card, ACH transfer, or invoicing. If Customer chooses to pay by credit card, Customer authorizes Arctis to charge the credit card for all fees payable during the Subscription Term. If Customer's payment method fails or Customer's account is past due, Arctis may collect fees owed using other collection mechanisms. Customer agrees to reimburse Arctis for all reasonable costs and expenses incurred in collecting any overdue amounts, including reasonable attorneys' fees.
These Terms commence on the date of Customer's acceptance and continue until all subscriptions hereunder have expired or have been terminated.
A party may terminate these Terms for cause:
Upon termination or expiration of these Terms:
Upon request by Customer made within thirty (30) days after the effective date of termination or expiration of these Terms, Arctis will make Customer Data available to Customer for export or download as provided in the Documentation. After such 30-day period, Arctis will have no obligation to maintain or provide any Customer Data, and may thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited.
Provisions of these Terms that, by their nature, are intended to survive termination or expiration of these Terms will survive, including, but not limited to, Sections 7.1, 8, 9, 11.4, 11.5, 13, 14, 15, 17, and 18.
Arctis represents and warrants that:
Customer represents and warrants that:
For any breach of the warranties in Section 12.1, Customer's exclusive remedy shall be as follows:
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 12.1, THE SERVICES AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND ARCTIS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ARCTIS DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ARCTIS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO CUSTOMER.
IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES OF ANY TYPE, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, PROFITS, SAVINGS, LOSS OF BUSINESS OR OTHER FINANCIAL LOSS, LOSS OF USE OR PRODUCTIVITY, LOSS OF GOODWILL, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER SIMILAR DAMAGES, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY'S OR ITS AFFILIATES' REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, BUT WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 10 (FEES, BILLING AND RENEWAL).
The limitations of liability set forth in Sections 14.1 and 14.2 shall not apply to liability arising from:
Arctis will defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that the use of the Services as permitted under these Terms infringes or misappropriates such third party's intellectual property rights (a "Claim Against Customer"), and will indemnify Customer from any damages, attorney fees, and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by Arctis in writing of, a Claim Against Customer, provided Customer:
If Arctis receives information about an infringement or misappropriation claim related to the Services, Arctis may in its discretion and at no cost to Customer:
Arctis will have no obligation under this Section 15.1 with respect to any claim based upon:
The foregoing remedies constitute Customer's sole and exclusive remedies and Arctis's entire liability for any Claim Against Customer.
Customer will defend Arctis against any claim, demand, suit, or proceeding made or brought against Arctis by a third party:
and Customer will indemnify Arctis from any damages, attorney fees, and costs finally awarded against Arctis as a result of, or for any amounts paid by Arctis under a settlement approved by Customer in writing of, a Claim Against Arctis, provided Arctis:
Each party will comply with all applicable laws and regulations in its performance of these Terms, including applicable data protection, privacy, and export control laws and regulations.
The Services and other technology Arctis makes available, and derivatives thereof, may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Customer shall not permit Authorized Users to access or use the Services in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation.
Customer represents and warrants that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or other thing of value from any of Arctis's employees or agents in connection with these Terms. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify Arctis's legal department at [email protected].
Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration in Newark, Delaware, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
THE PARTIES AGREE THAT ANY ARBITRATION SHALL BE LIMITED TO THE DISPUTE BETWEEN THE PARTIES INDIVIDUALLY. TO THE FULL EXTENT PERMITTED BY LAW, (i) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER; (ii) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; AND (iii) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS.
The parties agree that the following disputes are not subject to the above provisions concerning binding arbitration:
If this Section 17 is found to be illegal or unenforceable, then neither party will elect to arbitrate any dispute falling within that portion of this Section found to be illegal or unenforceable, and such dispute shall be decided by a court of competent jurisdiction, and the parties agree to submit to the personal and exclusive jurisdiction of the courts located within Newark, Delaware.
These Terms and any dispute arising out of or relating to these Terms shall be governed by the laws of the State of Delaware, without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
These Terms, including all exhibits and attachments hereto and all Order Forms, constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted.
The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
There are no third-party beneficiaries to these Terms.
Neither party may issue press releases or other public announcements regarding these Terms without the other party's prior written consent. However, Arctis may include Customer's name and logo in lists of Arctis's customers for promotional purposes.
No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. No waiver under these Terms shall be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign these Terms in their entirety, without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.
Neither party shall be liable for any failure or delay in performance under these Terms (other than for delay in the payment of money due and payable hereunder) for causes beyond that party's reasonable control and occurring without that party's fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems, computer attacks or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility, but in each case, only if and to the extent that the non-performing party is without fault in causing such failure or delay, and the failure or delay could not have been prevented by reasonable precautions and measures. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
All notices under these Terms shall be in writing and shall be deemed to have been given upon:
Notices to Arctis shall be addressed to:
Arctis Technology, LLC
5227 N 7th St STE 18025
Phoenix, AZ 85014, USA
Attention: Legal Department
Email: [email protected]
Notices to Customer shall be addressed to the contact designated in the Order Form or to Customer's registered agent.
The headings in these Terms are for convenience only and have no legal or contractual effect.
If you have any questions about these Terms or the Services, please contact us at:
Arctis Technology, LLC
5227 N 7th St STE 18025
Phoenix, AZ 85014, USA
Phone: +1 (602) 835-8194
Email: [email protected]
Website: https://arctis.com
