Terms of Service

Last updated May 24, 2024


Thank you for using the products and services of ArcNC (“ArcNC”, “we,” “our,” “us”).

THIS ARCNC END USER LICENSE AGREEMENT (“EULA”) GOVERNS YOUR USE OF ANY PRODUCTS, SERVICES, SOFTWARE, CONTENT, DOCUMENTATION PROVIDED OR MADE AVAILABLE TO YOU BY ARCNC VIA THE ARCNC WEBSITE (WWW.ARCNC.COM) (THE “SERVICES”). BY CLICKING THE "I AGREE" BUTTON ON THE ACCOUNT SET-UP PAGE, OR BY ACCESSING OR USING ANY PORTION OF THE SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS EULA; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER AND THAT YOU ARE ACCESSING THE SERVICES ON BEHALF OF AND IN YOUR CAPACITY AS AN AUTHORIZED USER OF THE COMPANY OR OTHER ENTITY FOR WHOM YOU WORK (“COMPANY”); AND (C) ACCEPT THIS EULA AND AGREE THAT YOU ARE LEGALLY BOUND BY THE TERMS HEREIN. IF YOU DO NOT ACKNOWLEDGE AND AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN, DO NOT CLICK THE “I AGREE” BUTTON OR ACCESS OR USE ANY PORTION OF THE SERVICES. IT IS IMPORTANT TO READ THIS EULA CAREFULLY AS SOME OF THE PROVISIONS AFFECT YOUR LEGAL RIGHTS.


YOUR ARCNC ACCOUNT

In order to access and use the Services, you will need to register for an account with ArcNC (an “ArcNC Account”) via the account setup page on the ArcNC website. By registering, you agree that (a) all information you provide to us, both when you register for an ArcNC Account and when you use the Services, is and will be true, accurate, current and complete; (b) you will update your ArcNC Account as needed to ensure that all information you provide is accurate, current, and complete; (c) you will use the Services for lawful purposes only and subject to this EULA; and (d) you will maintain the security of your password and identification. As between ArcNC and you, you are responsible for the activity that happens on or through your ArcNC Account.

Your ArcNC Account (including your User ID for your ArcNC Account) remains ArcNC’s property, while you have the right to use it as permitted by applicable law and in accordance with this EULA and the agreement between your Company and ArcNC.

Keep the password to your ArcNC Account confidential. Due to possible security risks, we may refuse to provide our account retrieval service if we cannot adequately verify your credentials. We may also take measures such as suspending access to or terminating your ArcNC Account, either of which ArcNC may elect in its sole discretion.

We may terminate your ArcNC Account and suspend your use of the Services for any reason or no reason, without prior notice to you, including but not limited to if we suspect that your ArcNC Account is being used in an unauthorized manner or if you have not used your ArcNC Account for a period of six months.


USING OUR SERVICES

Subject to this EULA, and after registering for an ArcNC Account, you may access and use the Services, including the Documentation, for the intended purpose in connection with your work for your Company. “Documentation” means any manuals, instructions, or other documents or materials that we provide to you in any form or medium and which describe the functionality, components, features, or requirements of the Services, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.

You will at all times comply with the applicable Documentation, the provisions of this EULA, any reasonable additional instructions of ArcNC, and all applicable laws and regulations. You will not:

  • use the Services other than in accordance with this EULA and the intended purpose of the Services for your Company;
  • use the Services in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
  • sell, lease, commercialize, rent, lend, display, license, sublicense, transfer, assign, provide, disclose, publish or otherwise make available the Services, in whole or in part, to any third party;
  • copy, modify, or create derivative works of the Services, in whole or in part, or access or use the Services to create a competitive product;
  • reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part, including any user interface techniques or algorithms of the Services by any means;
  • take any action that would cause ArcNC’s proprietary software or source code to be placed in the public domain; or
  • work around any technical limitation in the Services.

You represent and warrant that (a) you own or control all of the rights to the data, including designs and other content, that you upload to the Services (or otherwise make available to us), or you otherwise have the right to make available such data via the Services, (b) the foregoing data does not infringe or otherwise violate any intellectual property or other proprietary rights of any third parties, and (c) ArcNC’s use of such data for the purpose of providing the Services will not infringe or otherwise violate any intellectual property or other proprietary rights of any third parties.

You warrant and covenant that you will not use the Services for any illegal or improper activities, including, but not limited to: uploading or otherwise transmitting any information or content that would compromise or endanger the security of the network, violate applicable law, or infringe or violate any privacy or other rights of any other party.

We reserve the right to modify, terminate and suspend the operation of the Services, as well as the provision of any or all Services, without notice or liability, at any time and for any or no reason in our sole and absolute discretion. To the extent permitted by applicable law, we may also take such measures as deleting relevant information and content, restricting the use of or taking back your ArcNC Account, and holding you legally liable as the case may be.


INTELLECTUAL PROPERTY

As between ArcNC and you, ArcNC exclusively owns all right, title, and interest in the Services, including our proprietary software, Documentation, content, and any hardware leased by ArcNC for access to and use of the Services (“Hardware”), including any new versions, updates, customizations, enhancements, modifications and improvements to the foregoing, and all intellectual property rights, worldwide, in the foregoing. Nothing in this EULA shall convey to you any ownership of any intellectual property in the Services or components thereof.

You agree not to remove or modify in any way any proprietary markings, including any patent, trademark, copyright or confidentiality notices in or on the Services or components thereof, or visible during its operation. You will incorporate or reproduce such proprietary markings in any permitted back-up copies or other copies.


ARCNC MARKS AND ARCNC MATERIALS

ArcNC’s name, ArcNC™, ArcNC logos and any other ArcNC product or service name or slogan included in the Services (collectively, “ArcNC Marks”) are trademarks of ArcNC and may not be copied, imitated, or used, in whole or in part, without the prior written permission of ArcNC. You may not use any metatags or any other “hidden text” utilizing “ArcNC” or any other ArcNC Mark without our prior written permission.

All other trademarks, product names, brands, company names or logos mentioned in the Services are the property of their respective owners. Reference to any other products, services, processes, or other information, by trade name, trademark, manufacturer, supplier or otherwise, does not constitute or imply ArcNC’s endorsement, sponsorship or recommendation.

Subject to the rights expressly set forth in this EULA, ArcNC and its licensors own all right, title, and interest in and to the Services, the ArcNC Marks, the look and feel of the Services (including, but not limited to, all page headers, custom graphics, button icons, and scripts) and all content and other materials contained on the Services (including, but not limited to, all designs, text, graphics, pictures, information and data (collectively, the “ArcNC Materials”) together with any and all intellectual property rights, worldwide, embodied therein or related thereto.


LEARNING FROM USE OF THE SERVICES

Our systems may analyze your data and use de-identified or aggregated information generated from your use of the Services to provide you and other customers with improved products and Services. By using the Services, you understand that ArcNC will use your data and de-identified or aggregated information for that purpose.


PRIVACY

Please see our privacy policy for information about how we protect, collect, process, use, and disclose personal information about users of the Services, including for product development and improvement purposes.


FEEDBACK

In the event you elect, in connection with your use of the Services, to provide any feedback, suggestions, ideas, modifications and/or improvements to the Services, including new features or functionalities relating thereto (collectively, “Feedback”), you hereby grant to ArcNC and its affiliates a worldwide, perpetual, irrevocable, sublicensable, royalty-free, fully paid-up nonexclusive license, to use, disclose, copy, modify, perform, display and otherwise exploit such Feedback, including intellectual property therein, for any purpose.


OUR WARRANTIES AND DISCLAIMERS

THE SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING ANY MATTER UNDER THIS EULA AND WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. ARCNC SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF ACCURACY OR COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE. WE MAKE NO WARRANTY OF ANY KIND THAT THE SERVICES, ANY COMPONENTS THEREOF, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.


LIMITATION OF LIABILITY

IN NO EVENT WILL ARCNC OR ITS LICENSORS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR LOST REVENUES OR PROFITS, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES OR THIS EULA, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ARCNC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF DAMAGES, THE LIABILITY OF ARCNC IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY THE LAWS OF SUCH JURISDICTION.


INDEMNIFICATION

You agree to indemnify, defend and hold harmless ArcNC and its current, future, and former officers, directors, employees, agents, licensors, and contractors, from and against all losses, expenses, damages, fines, penalties and other costs, including reasonable attorneys’ fees and costs, arising out of or related to: (a) your use or misuse of the Services or the ArcNC Materials; (b) your breach of this EULA; and (c) any materials submitted by you to the Services. ArcNC reserves the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section, in which event you agree to cooperate with any reasonable requests assisting our defense of such matter.


THIRD PARTY SERVICES

The Services may include links to or plug-ins of third-party websites, apps or services that may be operated by companies not affiliated with ArcNC. The inclusion of such links or plug-ins with the Services is provided solely as a convenience to you, and ArcNC makes no representations or warranties regarding any such third-party website, app or service (each, a “Third-Party Service”). You understand that clicking on any link to or plug-in of a third-party website, app or service, connects you directly to the applicable Third-Party Service, and subjects you to any terms, policies and privacy practices of such third party. ArcNC IS NOT RESPONSIBLE FOR THE SUBSTANCE OR ACCESSIBILITY OF ANY THIRD PARTY SERVICES ACCESSIBLE THROUGH THE ArcNC SERVICES AND YOU BEAR ALL RISKS ASSOCIATED WITH ACCESS TO AND/OR USE OF SUCH CONTENT.


TERM AND TERMINATION

This EULA will take effect from the earlier of: the date that you accept this EULA or the date that you begin using any part of the Services, and will continue in force until your ArcNC Account is deactivated by either you or ArcNC, which either party may elect to exercise with or without cause and in its sole discretion. Upon any such deactivation or suspension, your right to use the Services will immediately cease and you must discontinue use of the Services. ArcNC reserves the right to immediately and permanently deactivate your ArcNC Account and delete any information or content stored through your ArcNC Account. Notwithstanding the foregoing, any term or provision of this EULA that by its nature is intended to survive termination of this EULA or your use or access to the Services will survive such termination, including intellectual property ownership, use of Feedback, disclaimer of warranties, limitation of liability, and indemnification.


GENERAL PROVISIONS

Entire Agreement. 

This EULA (together with our Privacy Policy and any other terms and conditions incorporated by reference) set forth the entire agreement and understanding between us and you relating to the subject matter hereof and supersede any and all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions and understandings, written or oral, with respect to such subject matter and all past dealing or industry custom.


Assignment of Rights. 

You may not assign or transfer any of your rights or obligations under this EULA without the prior written consent of ArcNC, which ArcNC may withhold in its sole discretion. ArcNC may assign or transfer any of its rights or obligations under this EULA, in whole or in part, to any third party, in ArcNC’s sole discretion. Modifications to this EULA. ArcNC reserves the right to change or modify any of the terms and conditions contained in this EULA (or any policy or guideline of ArcNC) at any time and in its sole discretion. ArcNC may provide notice of such modifications by: (a) sending an email, (b) posting a notice on the ArcNC website, (c) posting the revised Terms on the ArcNC website and revising the date at the top of this EULA or by such other form of notice as determined by ArcNC ((a) – (c), each constitute “Notice”). Any changes or modification will be effective 14 days after we provide Notice. Your continued use of the Services following the 14-day Notice period will constitute your acceptance of such changes or modifications


Severability. 

If any provision of this EULA is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this EULA.


Electronic Communications. 

ArcNC may choose to electronically deliver all communications with you, which may include email to the email address you provide to us. ArcNC’s electronic communications to you may transmit or convey information about action(s) taken in accordance with your request, portions of your request that may be incomplete or require additional explanation, any notices required under applicable law and any other notices. You agree to do business electronically with ArcNC, and to receive electronically all current and future notices, disclosures, communications and information. An electronic notice will be deemed to have been received on the day of receipt as evidenced by such email. We may also use electronic signatures and obtain them from you.


Governing Law and Venue. 

This EULA shall be governed by and construed in accordance with the laws of Belgium, without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any other jurisdiction. The parties hereto submit to the jurisdiction of the competent courts of Ghent, Belgium. 


Interpretation. 

Except where the context otherwise requires, the use of the term “including” and inflections thereof, mean “including without limitation,” “include without limitation,” or “includes without limitation.”


Trade Compliance. 

Customer shall comply with all applicable laws, regulations, and rules as the Exporter/Importer of Record. Customer shall not export, import, re-export, or otherwise transmit, directly or indirectly, any Equipment or Software except in full compliance with all US, EU, and other applicable export, import, control laws and regulations. These obligations shall survive the termination of the Agreement. Further, Customer agrees the product(s), software, technology/technical data, and/or services will not be used for any purposes, to include design, production, assembly, testing, operation, integration, installation, inspection, maintenance, repair, overhaul, or refurbishment, related to a military or defense application or military End-Use or by a military End-User in accordance with 15 CFR 744.21 Supplement 2, and 22 CFR 126.1. The product(s), software, technology/technical data and/or services acquired from ArcNC will not be re-exported, sold or otherwise re-sold or transferred to a destination subject to UN, EU or OSCE embargo where that act would be in breach of the terms of that embargo sold, or transferred in violation of Council Regulation (EC) No 2021/821 setting up a Community regime for the control of exports, transfer, brokering and transit of dual-use items. Customer will not sell, transfer, export or re-export any items received from ArcNC for use in activities that involve nuclear explosive activities, unsafeguarded nuclear activities, nuclear fuel cycle or nuclear propulsion activities, or in the design, development, production, stockpiling, or use of chemical weapons, biological weapons, missiles, rocket systems or unmanned aerial vehicles (UAV). In the event the Customer provides product(s), software, technology/technical data export-controlled (e.g., International Traffic in Arms Regulations, Export Administration Regulations) into the services, Customer shall provide prompt written notice to ArcNC. Customer acknowledges and agrees that the responsibility for export-controlled items shall remain with the Customer.

No Third Party Beneficiaries. This EULA controls the relationship between ArcNC and you. They do not create any third party beneficiary rights, except to the extent expressly indicated herein.

Waiver. No delay or failure of you or ArcNC in exercising any right herein and no partial or single exercise thereof shall be deemed of itself to constitute a waiver of such right or any other rights herein. Any waiver by you or ArcNC of any breach of any provision of this EULA shall not operate or be construed as a waiver of any subsequent or other breach.


HOW TO CONTACT US

If you have questions or communications about this EULA, please contact us at legal@arcnc.com.