PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY BEFORE PUBLISHING YOUR CONTENT. THESE TERMS AND CONDITIONS CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND ARCTUITION.
1. ACCEPTANCE AND DEFINITIONS
Arctuition provides its service to You, subject to the following Terms of Service.
By using or accessing the Arctuition Service, You accept and agree to this Terms Of Service on Your own behalf and/or on behalf of Your company, organization, educational institution, or agency, instrumentality, or department of the federal government as its authorized legal representative.
When capitalized in this Terms Of Service,
“Content” means anything, facts, information, data made available to others via the Arctuition Service including without limitations, photos, floor plans, address and comments. The Content excludes the Presentation Code.
“Intellectual Property Rights” means all right, title and interest, including without limitation all copyright, patent, trade secret, trademarks, service marks, database rights, trade names, design rights and other intellectual property and proprietary rights, whether or not registered, and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world.
“Publishing”, “Publish” and “Publication” means the export of the Content, via the Arctuition Software, onto a server owned or controlled by Arctuition or its licensors, in whatever format (including without limitation pdf, jpeg or web page).
“Arctuition” means Arctuition LLC., a Michigan LLC having its principal office at 277 CRAHEN AVENUE NE, GRAND RAPIDS, MI, 49525.
“Arctuition Software” means the software products including their updates and documentation developed by Arctuition to produce Content while using an electronic device running the iOS operating system developed by Apple.
“Arctuition Service” means the features and services, including the Publishing of Your Content, Arctuition makes available through its website at Arctuition.com, any other Arctuition branded or co-branded websites (including sub-domains, international versions, widgets, and mobile versions) or any third party server or site. Some of the features and services may only be accessible via a subscription or a payment.
“Terms Of Service” means this agreement.
“You” and “Your” means and refers to the person(s) or legal entity using the Arctuition Software or otherwise exercising rights under this Terms Of Service. If You are entering into this Terms Of Service on behalf of Your company (including Affiliates), organization, educational institution, or an agency, instrumentality, or department of the federal government, “You” or “Your” refers to such entity or organization as well.
2. SHARING YOUR CONTENT AND INFORMATION
Subject to the terms and conditions of this Terms Of Service, Arctuition hereby grants to You a limited, personal, non-exclusive, non-assignable, non-transferable, non-sublicensable, revocable, license to Publish and share Content using the Arctuition Service.
You own all of the Content You Publish and You control whether You want to Publish it or not.
Your Content. Arctuition does not verify, endorse, or claim ownership of any Content, and you retain all right, title, and interest in and to the Content. Such Content shall be stored and/or backed-up on Arctuition servers or on servers of trusted third parties as necessary for Arctuition to provide the Service, and in accordance with Actuition’s then-current storage practices.
Arctuition’s Access to Content. You acknowledge that the Services are automated (e.g., Content is uploaded and submitted using software tools) and that Arctuition personnel may access any Content to perform the Services, including but not limited to the following: (a) during a Service interruption, as necessary to restore the applicable Content; (b) to troubleshoot any issue with the Service or to help improve the Service; or (c) as deemed necessary or advisable by Arctuition to ensure compliance with this Agreement or to conform to legal requirements or comply with legal process.
When You delete IP Content, it is deleted in a manner similar to emptying the recycle bin on a computer. However, You understand that removed Content may persist in backup copies for a reasonable period of time (but will not be available to others).
When You Publish, it means that You are allowing everyone to access and use the Content You Publish.
You consent to having Your Content transferred to and processed in the United States.
You acknowledge that Arctuition may establish general practices and limits concerning use of the Arctuition Service, including without limitation the maximum number of days that Your Content will be retained by the Arctuition Service, the maximum disk space and data that will be allotted on Arctuition’s or Arctuition licensors’ servers on Your behalf, the maximum number of times (and the maximum duration for which) You may access the Arctuition Service in a given period of time or the formats in which your Content will be Published. You agree that Arctuition has no responsibility or liability for the deletion or failure to store any Content maintained or transmitted by the Arctuition Service. You acknowledge that you may not use an individual Arctuition Service account on more than one device at the same time. You acknowledge that Arctuition reserves the right to log off accounts that are inactive for a certain period of time as determined by Arctuition. You further acknowledge that Arctuition reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Subject to this Terms Of Service, You may subscribe or purchase through the Arctuition Service or via Arctuition’s partners a service in order to have Your Content Published in some specific formats including without limitations PDF, JPEG, DXF by the Arctuition Service for a specific period. You acknowledge that, when you unsubscribe, such service ends.
Arctuition does its best to keep Arctuition Service safe, but cannot guarantee it. Arctuition needs Your help to do that, which includes the following commitments:
(a) You will not upload viruses or other malicious code;
(b) You will not Publish Content that is hateful, threatening, or pornographic; incites violence; or contains nudity or graphic or gratuitous violence;
(c) You will not use the Arctuition Service to do anything unlawful, misleading, malicious, or discriminatory;
(d) You will not facilitate or encourage any violations of this Terms Of Service;
(e) You will not send or otherwise post unauthorized commercial communications (such as spam) via the Arctuition Service;
(f) You will not do anything that could disable, overburden, or impair the proper working of the Arctuition Service, such as a denial of service attack;
(g) You will not use the Arctuition Service if You are under thirteen years old;
(h) You will not Publish Content or take any action using the Arctuition Service that infringes or violates someone else’s rights or otherwise violates the law;
(i) You agree that Arctuition, in its sole discretion, can remove, refuse or move any Content or information You Publish;
(j) You will not manipulate identifiers in order to disguise the origin of any Content transmitted through the Arctuition Service.
5. YOUR OBLIGATIONS
You represent to Arctuition and agree that:
(a) You have the right and authority to enter into this Terms Of Service on Your own behalf, or if You are entering into this Terms Of Service on behalf of Your company, organization, educational institution, or agency, instrumentality, or department of the federal government, that You have the right and authority to legally bind such entity or organization to the terms and obligations of this Terms Of Service;
(b) You will comply with the terms of and fulfill Your obligations under this Terms Of Service;
(c) You will provide true, accurate, current and complete information about yourself as prompted by the Arctuition Service’s registration form and You will maintain and update the Registration Data to keep it true, accurate, current and complete;
(d) You will be solely responsible for all costs, expenses, losses and liabilities incurred, and activities undertaken by You in connection with Your use of the Arctuition Service including without limitation any cost You incur from Your smart phone carrier or internet service provider to send information or access the Arctuition Service;
(e) You will not act in any manner which conflicts or interferes with any existing commitment or obligation You may have and no agreement previously entered into by You will interfere with Your performance of Your obligations under this Terms Of Service;
(f) You will only use the Arctuition Service for the purposes and in the manner expressly permitted by this Terms Of Service and in accordance with all applicable laws and regulations;
(g) To the best of Your knowledge and belief, Your Content does not and will not violate, misappropriate, or infringe any third party copyrights, trademarks, rights of privacy and publicity, trade secrets, patents, or other Intellectual Property Rights;
(h) You will not, directly or indirectly, commit any act intended to interfere with the Arctuition Software, the intent of this Terms Of Service, or Arctuition’s business;
(i) You will not export, copy, transfer, modify, translate or convert to another programming language the Presentation Code or develop derivative code from the Presentation Code or otherwise use the Presentation Code outside of the Arctuition Service or any authorized partners;
(j) During Your first Publication, You will create an account with Your email as Your account I.D. You understand and agree that You are solely responsible for maintaining the confidentiality of Your account and are fully responsible for all activities that occur under Your account. You agree to immediately notify Arctuition of any unauthorized use of Your account or any other breach of security.
6. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP
You acknowledge that the Arctuition Software, the Arctuition Service and Arctuition’s copyrights or trademarks are proprietary to Arctuition and/or its licensors, and that Arctuition and/or its licensors own all right, title and interest in and to the Intellectual Property Rights therein. Arctuition reserves all rights not expressly granted.
You agree not remove, deface or obscure any copyright notice, trademark notice or legends or proprietary legends in or on the Content that You Publish.
You may provide to Arctuition reasonable suggestions, comments and other feedback with respect to the Arctuition Software, the Content and/or the Arctuition Service (“Feedback”). You grant Arctuition, under all of Your Intellectual Property Rights, the following worldwide, exclusive, transferable, perpetual, irrevocable, royalty-free, fully paid-up rights: (1) to make, have made, use, copy, modify, and create derivative works of the Feedback as part of any Arctuition product, technology, service, specification or documentation; (2) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell and sell, rent, lease or lend copies of the Feedback (and derivative works thereof and improvements thereon); and (3) to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties.
If You make a payment on Arctuition, You agree to our Payments Terms as available at Arctuition.com.
You agree that Arctuition may deliver advertising via the Arctuition Service. You understand that Arctuition may not always identify paid services and communications as such. You also understand and agree that the Arctuition Service may include certain communications from Arctuition and that You cannot opt out of receiving them.
9. DISCLAIMER OF WARRANTY
You, and not Arctuition, are entirely responsible for all Content that You upload, post, email, transmit, or otherwise make available via the Arctuition Service. Arctuition does not control the Content posted via the Arctuition Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Arctuition Service, You may be exposed to Content that is offensive, indecent or objectionable.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE ARCTUITION SERVICE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE ARCTUITION SERVICE IS PROVIDED “AS IS”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND ARCTUITION AND ITS LICENSORS MAKE AND YOU RECEIVE NO EXPRESS WARRANTIES. ANY STATEMENTS OR REPRESENTATIONS ABOUT THE ARCTUITION SERVICE AND ITS FEATURES OR ANY COMMUNICATION CONSTITUTE TECHNICAL INFORMATION AND NOT AN EXPRESS WARRANTY OR GUARANTEE. IN ADDITION, ARCTUITION AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY WARRANTY INCLUDING, WITHOUT LIMITATION, THE IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, DAMAGE OR LOSS OF DATA, SATISFACTORY QUALITY AND NON INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ARCTUITION AND ITS LICENSORS DO NOT WARRANT THAT THE OPERATION OF THE ARCTUITION SERVICE WILL BE SAFE, SECURE, UNINTERRUPTED OR ERROR FREE.
10. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES WILL ARCTUITION BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR THE RELIANCE UPON ANY CONTENT. IN NO EVENT SHALL ARCTUITION OR ITS LICENSORS HAVE ANY LIABILITY FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, OR DATA; BUSINESS INTERRUPTION, OR COST OF COVER. IN ADDITION, IN NO EVENT SHALL THE LIABILITY OF ARCTUITION OR ITS LICENSORS FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE ARCTUITION SERVICE OR THIS TERMS OF SERVICE EXCEED ONE U.S. DOLLAR. THE LIMITATIONS OF LIABILITY IN THIS SECTION 7 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW TO ANY DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EVEN IF ARCTUITION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE.
11. UPTIME OBJECTIVES
Arctution will use commercially reasonable efforts to make the ArcSite Services available 24 hours a day, 7 days a week, except for: 1. Planned downtime (of which ArcSite shall give at least 24 hours electronic notice and which ArcSite shall schedule to the extent practicable during the weekend hours between 6:00 p.m. Friday and 3:00 a.m. Monday Pacific time) 2. Emergency updates 3. Any unavailability caused by circumstances beyond ArcSite’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving ArcSite employees), Internet service provider failure or delay, hosting service failure, non-ArcSite application failure or denial of service attack.
12. INDEMNIFICATION BY YOU
You shall indemnify, defend and hold harmless Arctuition, its directors, officers, employees, independent contractors and agents from any and all third party claims, damages, losses, liabilities, costs and expenses including, without limitation, attorneys fees and court costs (collectively, “Losses”) arising out of or in connection with (a) Your breach of any certification, covenant, obligation, representation or warranty in this Terms Of Service and (b) Your use of the Arctuition Service.
13. EFFECTIVE DATE AND TERMINATION
This Terms Of Service shall be effective as of You first Publish using the Arctuition Service. Your rights under this Terms Of Service will terminate immediately and automatically, without any notice to You, if (a) You fail to comply with any of the terms and conditions of this Terms Of Service or otherwise create risk or possible legal exposure for Arctuition; (b) You delete the Content You have Published. You agree that Arctuition, in its sole discretion, may terminate, with or without notice, Your account or Your use of the Arctuition Service, and remove and discard any Content within the Arctuition Service, for any reason, including, without limitation, (a) lack of use, (b) as a result of Your relationship with a partner of Arctuition, (c) if Arctuition believes that You have violated or acted inconsistently with the letter or spirit of the Terms Of Service, (d) requests by law enforcement or other government agencies, (e) a request by You (self-initiated account deletions), (f) discontinuance or material modification to the Arctuition Service (or any part thereof), (g) unexpected technical or security issues or problems, (h) in compliance with legal process; (i) if You have or we believe You have engaged in illegal activities, including without limitation, fraud, and/or (j) nonpayment of any fees owed by You in connection with the Arctuition Service. Termination shall not entitle You to any refund. Sections 2,4,5,6,9,10,11 et 12 will survive expiration or termination of this Terms Of Service for any reason.
All notices to Arctuition, permitted or required under this Terms Of Service, shall in writing and sent to: Arctuition LLC., 277 CRAHEN AVENUE NE, GRAND RAPIDS, MI, 49525; with a copy emailed to firstname.lastname@example.org.
Notices shall be delivered as follows with notice deemed given as indicated: (a) by overnight courier upon written verification of receipt; or (b) by certified or registered mail, return receipt requested, five (5) days after deposit in the mail. Address used shall be the one first set forth above or such other address in accordance with the legal guidelines located at Arctuition.com. All notices to Arctuition will be addressed to the attention of the Legal Department.
This Terms Of Service constitutes the entire agreement between the parties and supersedes any other previous or contemporaneous communications, agreements, representations, or advertising with respect to the Arctuition Service.
Arctuition reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Terms Of Service and to impose new or additional rules, policies, terms, or conditions on Your use of the Arctuition Service. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Terms Of Service as “Additional Terms”) will be effective immediately upon release on Arctuition.com and incorporated into this Terms Of Service. Your continued use of the Arctuition Service will be deemed to constitute Your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Terms Of Service by this reference.
This Terms Of Service will be construed, governed and interpreted in accordance with the laws, but not the rules relating to the choice of law, of Michigan. Your use of the Arctuition Service may also be subject to other local, state, national, or international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with Arctuition or relating in any way to Your use of the Arctuition Service resides in the courts of the state of Michigan. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Terms Of Service. No action, regardless of form, arising out of or relating to this Terms Of Service may be brought by You more than two (2) years after the cause of action has occurred.
You may not assign this Terms Of Service or any rights hereunder without the prior consent of Arctuition and any purported assignment by You shall be void. Arctuition may freely assign this Terms Of Service in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise without Your prior consent. Arctuition’s failure to enforce any right or provisions in this Terms Of Service will not constitute a waiver of such provision, or any other provision of this Terms Of Service. If any provision of this Terms Of Service is found by a court of competent jurisdiction to be illegal, invalid or unenforceable, the other provisions will remain in full force and effect. Arctuition will not be responsible for failures to fulfill any obligations due to causes beyond its control.
The parties hereto confirm that it is their wish that this Terms Of Service, as well as other documents relating hereto, including notices, have been and shall be written in the English language only.