ARC9 TERMS OF SERVICE

1. The Agreement and Your Acceptance

Welcome to the Terms of Service for Arc9.com. Arc9 is the place to manage and share photos and interests. This is an agreement (“Agreement”) between Arc9, Inc. (“Arc9″), the owner and operator of www.Arc9.com (the “Site” and any “Services” including our Software) and you (“you” or “your” or “user(s)”), a user of the Site and Service. This Agreement is legally binding and governs your use of our Site and Service. Throughout this Agreement, the words “Arc9,” “us,” “we,” and “our,” refer to our company, Arc9, Inc., and our website, Arc9.com, or our Service, Arc9, as is appropriate in the context of the use of the words. Your ability to submit or transmit any information, including but not limited to photos, text, videos, scripts and messages through our Site or Service will be referred to as “content” within this Agreement.

By using or accessing our Site and using any of our Services, you acknowledge and agree to these terms and agree to be bound by this Agreement and the Privacy Policy. We may amend our Terms of Service or Privacy Policy from time to time, we will notify you of these changes to our policy. In order to continue using our Site and Service you must agree to all such changes.

If you do not agree to the Terms of Service or the Privacy Policy please stop using our Site and Service immediately. Users of our Service must be above the age of 18.

2. A Brief Description of Arc9

Arc9 allows creative designers, their peers, and clients the ability to collaborate and manage the lifecycle of a project. Arc9 is part social network, part collaboration application and part project management system. By combining our cutting edge SaaS solutions with integrations to the leading content creation applications, the Arc9 solution is the first of its kind. We offer tools that allow for creating, reviewing, publishing and socializing project deliverables in a streamlined and efficient manner. Additionally, designers can license the solution to use with other artists or their clients on a monthly basis.

3. Registering and Creating a Arc9 Account

You must register for an account to gain access to our Site and Service. When creating an account we will collect your name, email, address and elephone number. You may also be given the option to add additional information to your account to help you better connect with other users. If you wish to use any of our paid services you will be required to submit your credit card information. This information will be shared with our payment processor Recurly.

All information submitted when registering must be truthful and accurate. You may only register as yourself. If you are registering for an organization or non-human entity you represent that you either have the right to or have permission to use the name or likeness of that organization or group.

4. Your Responsibilities When Using Arc9

You are responsible for your use of Arc9, and for any use of Arc9 made using your account. Additionally, as this is a community please be respectful and cordial at all times. When using Arc9:

  1. You agree not to impersonate any person or entity or misrepresent your affiliation with a person or entity;
  2. You agree to keep your password and login information safe and confidential;
  3. You agree not to misappropriate any of our intellectual property;
  4. You agree that you are solely responsible for any content submitted to our Site through your account;
  5. You agree not to violate any requirements, procedures, policies or regulations of networks connected to Arc9;
  6. You agree not to collect or store personal information about other end users;
  7. You agree not to interfere with or disrupt Arc9;
  8. You agree not to hack, spam or phish us or other users;
  9. You agree to provide truthful and accurate content;
  10. You agree to not violate any law or regulation and you are solely responsible for such violations;
  11. You agree not to copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, grant a security interest in, or otherwise transfer any right to the technology or software underlying our Sites or any of our Services;
  12. You agree not to cause or aid in the cause of the destruction, manipulation, removal, disabling, or impairment of any portion of our website, including the de-indexing or de-caching of any portion of our website from a thirty party’s website, such as by requesting its removal from a search engine;

Please be aware that this is a non-exclusive list, we may suspend or revoke your access if you fail to abide by these rules or at our discretion.

5. Our Copyright

Users are allowed to copy and share our content and other users’ content through the functionality of our Site and Service. However, you agree not to copy, distribute, display, disseminate, or otherwise reproduce any of the information on our Service without our prior written permission. This includes, but is not limited to, a prohibition on aggregating, streaming, copying, or otherwise reproducing any content found on Arc9. Your copying not only has the potential to affect certain copyrights that we may hold in the arrangement of our data and the layout of our Site, but may also infringe on a third party’s copyright. You agree that this section limits your rights more than the simple application of intellectual property law would, and constitutes a contractual obligation binding to you beyond the applicable intellectual property laws.

6. Your Copyright

Any content submitted by you will be owned by you the user. You agree to grant Arc9 and its users, affiliates, representatives and assigns a non-exclusive, fully-paid, royalty-free, world-wide, universal, transferable license to display, publicly perform, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works and otherwise use and reuse all or part of your content submitted and anything we may make with your content through Arc9 or any other medium currently invented or invented in the future.

By submitting any content to our Site and Service, you hereby represent and warrant that you own all rights to your content or, alternatively, that you have the right to give us the license described above. You also promise that you have paid and will pay in full all fees or other payments related to the use of your post. Finally, you promise that your post does not infringe on the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party.

7. Your Posting on Arc9

We are not required to host, display, or distribute any of your posts and we may refuse to accept or transmit any content or delete your content from Arc9 at any time. You understand that when using the Arc9 Service you may be exposed to content from a variety of sources, and that Arc9 is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such posts, and that such posts are not the responsibility of Arc9. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Arc9 with respect thereto, and agree to indemnify and hold Arc9, its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.

8. Access to Our Service and Limited License

Our Site and Service are provided “as-is”. We may at our discretion and without notice to you change, modify, interrupt or terminate our Site and Service. You agree that our Service may not always be error free, continuous or undisrupted. We may at our discretion modify, update, delete, disable or otherwise discontinue our Service or Software.

Once you register for an account you can begin to collaborate with other users. We grant you a revocable, non-exclusive, personal, license to access our Site and to use any of our Services including our Software. This license grant is subject to compliance with our Terms of Service and the Privacy Policy. Using our paid Services does not grant you an ownership interest in any of our Services or Software; you merely receive the same license listed above to use our paid Services and any additional software. We may terminate your ability to access our Site and Service if you breach either agreement or at our discretion. We also reserve the right to terminate your access to Arc9 at any time without explanation. Any failure by us to terminate your access does not act as a waiver of your conduct.

You agree not to distribute any content found on our Site and Service without our prior written authorization, unless such distribution is through functionality offered by our Service. You are expressly forbidden to make money off of our Site or Service unless you have received prior written permission from us. You agree not to access content through any technology or means other than through our Site or Service or otherwise authorized by us.

9. Our Software

In order to use our Service you may be required to download our Software from your computer. Like our Service our Software is offered “as-is”. YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY ISSUES THAT YOU MAY INCUR FROM THE DOWNLOAD OF OUR SOFTWARE. When downloading our Software you do not receive any ownership of our Software, you merely receive the license granted in Section 9 of this Agreement. We reserve the right to alter, update, or remove our Software from your system at any time, or demand that you do so. We may conduct such modifications to our Software for security reasons, intellectual property or other legal reasons, or various other reasons at our discretion, and we are not required to explain such modifications. For example, we may provide updates to fix security flaws, or respond to legal demands. Please note that this is a non-binding illustration of how we might exercise our rights under this section, and nothing in this section obligates us to take measures to update the Software for security, legal or other purposes.

10. Payment

After browsing our Site you may be interested in subscribing to our Service. You will be required to submit payment information to do so. To process our payments we use our third party payment processor Recurly. Your payment information will be collected and stored with them. You must agree with their terms and conditions before paying for or using any of our paid Services.

11. Refunds

At Arc9 we want to you to be satisfied with your use of our paid Services. However, as our service is subscription based we cannot offer refunds at this time. If you feel that you are entitled to a refund please contact us at support@Arc9.com. Please remember that we have the final discretion in granting any and all refunds.

12. Termination and Cancellation

We may terminate or suspend service or your account or any other provision of services to you at our discretion without explanation and notice, though we will strive to provide a timely explanation in most cases. If you wish to terminate this Agreement or your Arc9 account or subscription to any paid Services, you are solely responsible for properly cancelling your account, please contact us at support@Arc9.com. Cancellation may result in the immediate deactivation of your account or suspension of Service to you. Although your information will be inaccessible, we may keep copies for a commercially reasonable time for legal and internal purposes.

All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

13. Taxes

You are solely responsible for any applicable state, federal or provincial taxes. Although you may not be charged taxes by us you agree that you will pay any applicable taxes or fees to your local or state tax agency for any purchases. We are not responsible for collecting, transmitting, or advising on taxes, duties, or other levies by the government regarding your subscription.

14. Limitations on Liability

IN NO EVENT SHALL ARC9, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES AND PRODUCTS, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

IN THE EVENT OF ANY PROBLEM WITH THIS WEB SITE OR ANY CONTENT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THIS WEB SITE. IN THE EVENT OF ANY PROBLEM WITH THE PRODUCTS OR SERVICES THAT YOU HAVE PURCHASED ON OR THROUGH THIS WEB SITE, YOU AGREE THAT YOUR SOLE REMEDY, IF ANY, IS THROUGH THIS AGREEMENT. ARC9 IS NOT LIABLE TO YOU OR TO THIRD PARTIES FOR ANY DAMAGE, HARM, INJURY OR CLAIM THAT ARISES FROM YOUR USE OF OUR SITE.

15. Representations and Warranties

OUR SITE AND SERVICE IS OFFERED “AS-IS”. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE MERCHANTABILITY OF OUR SERVICE OR FITNESS FOR ANY PARTICULAR PURPOSE. WE SPECIFICALLY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES. YOU AGREE THAT YOU ARE RELEASING US FROM ANY LIABILITY THAT WE MAY OTHERWISE HAVE TO YOU IN RELATION TO OR ARISING FROM THIS AGREEMENT OR OUR SERVICES, FOR REASONS INCLUDING, BUT NOT LIMITED TO, FAILURE OF OUR SERVICE, NEGLIGENCE, OR ANY OTHER TORT. TO THE EXTENT THAT APPLICABLE LAW RESTRICTS THIS RELEASE OF LIABILITY, YOU AGREE THAT WE ARE ONLY LIABLE TO YOU FOR THE MINIMUM AMOUNT OF DAMAGES THAT THE LAW RESTRICTS OUR LIABILITY TO, IF SUCH A MINIMUM EXISTS.

WE ARE NOT LIABLE FOR ANY FAILURE OF THE GOODS OR SERVICES OF OUR COMPANY OR A THIRD PARTY, INCLUDING ANY FAILURES OR DISRUPTIONS, UNTIMELY DELIVERY, SCHEDULED OR UNSCHEDULED, INTENTIONAL OR UNINTENTIONAL, ON OUR WEBSITE WHICH PREVENT ACCESS TO OUR WEBSITE TEMPORARILY OR PERMANENTLY.

For Jurisdictions that do not allow us to limit our liability: Notwithstanding any provision of these Terms, if your jurisdiction has provisions specific to waiver or liability that conflict with the above then our liability is limited to the smallest extent possible by law. Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (a) death or personal injury caused by its negligence or that of any of its officers, employees or agents; or (b) fraudulent misrepresentation; or (c) any liability which it is not lawful to exclude either now or in the future.

IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE.

16. Indemnity

You agree to defend, indemnify and hold harmless Arc9, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:

  1. your use of and access to the Arc9 Service;
  2. your violation of any term of these Terms of Service;
  3. any claim that your actions using our Site, Service or Software harmed a third party.

You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.

17. Visiting Third Party Websites Through Arc9

When using any of our third party services you must agree and comply with their terms of service. We may also link to third party websites from our own website. We have no control over, and are not responsible for, these third party websites or their use of your personal information. We do not endorse, recommend or vouch for the security of such websites. We recommend that you review their terms of service and privacy policies before accessing and using the third party site.

Additionally, users may be able to post third party links through content submitted to our Site. We are not responsible for such links and do not monitor the posting of such links. Please exercise caution when clicking on such links as they may cause harm to your computer.

18. Our COPPA Compliance

Arc9 intends to fully comply with COPPA and other children’s privacy laws. Therefore, our Site and Service may only be used by persons over 18 years and older. If you are under the age of 18 please do not submit any information to us and please stop using our Site and Service immediately.

19. Choice of Law

This Agreement shall be governed by the laws in force in Delaware. The offer and acceptance of this contract is deemed to have occurred in Delaware.

20. Forum of Dispute

You agree that any dispute arising from or relating to this Agreement will be heard solely by a court of competent jurisdiction in or nearest to Dover, Delaware. If you bring a dispute in a manner other than in accordance with this section, you agree that we may move to have it dismissed, and that you will be responsible for our reasonable attorneys’ fees, court costs, and disbursements in doing so.

You agree that the unsuccessful party in any dispute arising from or relating to this Agreement will be responsible for the reimbursement of the successful party’s reasonable attorneys’ fees, court costs, and disbursements.

21. Force Majeure

You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.

22. Severability

In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.

If two or more provisions of this Agreement are deemed to conflict with each other’s operation, Arc9 shall have the sole right to elect which provision remains in force.

23. Non-Waiver

We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

24. Assignment

You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion.

25. Amendments

We may amend this Agreement from time to time. When we amend this Agreement, we will update this page, contact you and indicate the date that it was last modified. You may refuse to agree to the amendments, but if you do, you must immediately cease using our website and our Service. You must visit this page each time you come to our website and read and agree to it if the date it was last modified is more recent than the last time you agreed to the Agreement.

26. Information for California Users and Residents

Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Arc9 must be addressed to our agent for notice and sent via certified mail to: Agent of Arc9, 1801 Hillcrest Ave, Salt Lake City, UT 84106.

Lastly, California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

Last Modified: November 15,2013

ARC9 PRIVACY POLICY

1. Introduction

Thank you for visiting Arc9 and, if applicable, choosing to use our Service. Arc 9 is committed to the protection of your privacy.We try to make our Privacy Policy easy to understand so that you are informed as to how we use your information. The information we collect is used to improve the content of our website and the quality of our services. It is not shared with or sold to any other organizations for commercial purposes, except to provide products or services you have requested, but only when we have your permission. This Privacy Policy, like our Terms of Service, is an integral part of using our Service; therefore you must completely agree to our Privacy Policy in order to use our Site or Service. If you are under 18 please stop using our Service immediately.

2. Security Guarantee

Your personal contact information and uploaded media are secure with Arc 9. The uploaded media are visible only to the specific parties you invite to use your account. They are not visible to any other users or non-users of this web site. We use industry standard methods to protect your personal and media information from unauthorized access. We are not responsible, however, if a third party accesses your information by breaching our security measures.

3. Communications and publicity

Per our company policy, we do not provide a list of users, user addresses, user email addresses or other such user information to third parties for commercial purposes. From time to time, however, Arc 9 may send you email, direct mail, faxes or contact you by other means to make you aware of promotional offerings, service upgrades and updates, partner/alliance announcements and other important information. Additionally, Arc 9 may occasionally reference your company name in customer lists on our website as a user or press releases issued regarding the licensing of the software and/or usage of our site.

4. Information Collected

Identifying Information Submitted by You

You will not be required to submit any information when visiting our Site. When creating an account, we may collect your name, credit card information, email, address and telephone number. Additionally, we may collect other information if necessary. You may also provide us additional information through your Arc9 profile. If you wish to use any of our paid Services, your credit card information will be stored and processed by Recurly our third party payment processor.

Non-Identifying Information

Whenever you visit our Site, we may collect non-identifying information from you, such as your IP address, interactions with the Site and Service, location, referring URL, browser, operating system, cookie information, usage, data transferred and Internet Service Provider. Without a subpoena, voluntary compliance on the part of your Internet Service Provider, or additional records from a third party such as your wireless provider, this information alone cannot usually be used to identify you.

5. Use of Your Information

We will never sell, transfer or give your information to a third party without your permission. However, you agree that we may use your information:

  • To enhance or improve our users’ experiences.
  • To provide our Service to you.
  • To contact you and to respond to inquiries.
  • To process transactions.
  • To register your account and allow you to use our Service.
  • To email you newsletters and updates about our Service.

Additionally, we may give your information to law enforcement if we are compelled to by a court order, if there has been a violation of any US laws, EU laws or if a violation of the Terms of Service or Privacy Policy has occurred.

6. Accessing, Editing, and Removing Your Information

After creating an account you may be able to edit information submitted through our Site or Service. Simply access your account through the Site and edit any information. However, you will be unable to opt of our data collection practices. If you want your information to be removed from our database please contact us. Although your information will be inaccessible, we may keep a copy of your user information for a commercially reasonable time for internal and legal purposes. We will generally endeavour to immediately disable your information once contacted. Although some changes may occur immediately, information may still be stored in a web browser’s cache. We take no responsibility for stored information in your cache, or in other devices that may store information, and disclaim all liability of such.

7. Cookies

We use cookies to save your preferences. For this reason, you must have cookies enabled in your browser to use our Site and Services. Additionally, some or all of our cookies may be accessible by third parties.

8. Security Measures

We take measures to enhance the security of our Site and Services by using SSL Certificates. However, we make no guarantees as to the security or privacy of your information. It is in our interest to keep our website secure, but we recommend that you use anti-virus software, routine credit checks, firewalls, and other precautions to protect yourself from security and privacy threats.

9. Your California Privacy Rights

Arc9 permits residents of the State of California to use its Service, and complies with the California Business and Professions Code §§ 22575-22579. If you are a California resident you may request certain information regarding our disclosure of personal information to any third parties for their direct marketing purposes. Various provisions throughout this Privacy Policy address requirements of the Californian privacy statutes. Although we do not disseminate your information to third parties without permission, you must presume that we collect electronic information from all visitors. You may contact us at support@Arc9.com with any questions.

10. Amendments

Like our Terms of Service, we may amend this Privacy Policy from time to time. When we amend this Privacy Policy, we will place a note on our Site or we may contact you. You must agree to the amendments as a condition of your continued use of our Site and Service. If you do not agree, you must immediately cease using our Site and Service and notify us of your refusal to agree by e-mailing us at support@Arc9.com.

Last Modified: November, 2013