ARKAIVE TERMS OF USE

Welcome to www.arkaive.com. Our TERMS OF USE have changed as of August 15, 2016.

This Terms of Use Agreement (“Agreement”) is a legally binding contract between you (“You” or “Your”) and Arkaive, Inc. (“Arkaive” or “Company”). This Agreement specifies the terms and conditions for access to and use of software, application, and website (www.arkaive.com) (collectively, including all content and functionality, the “Service”) and describes the terms and conditions applicable to Your access to and use of the Service. By using the Service, and in consideration of Arkaive providing the Service to You, You agree to comply with and be bound by this Agreement, and Arkaive’s Privacy Policy, found at www.arkaive.com/privacypolicy and incorporated herein by reference, whether You have not registered for the Service (“Visitors”) or You are a registered user of the Service (“Members”) (Visitors and Members shall be collectively referred to herein as “Users.”). Please review these terms and conditions and the Privacy Policy carefully.

YOU UNDERSTAND THAT BY USING THE SERVICE, INCLUDING CONTENT PROVIDED THEREIN, OR YOUR ACCOUNT, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE SERVICE. If You agree to this Agreement on behalf of an entity or institution, You represent and warrant that You have the authority to bind that business to this Agreement and Your Agreement to these terms will be treated as the agreement of the business. In that event, “You” and “Your” will refer and apply to both that entity/institution and You.

1. Agreement. This Agreement applies to all uses of the Service. Arkaive reserves the right, in its sole discretion, at any time to modify, discontinue or terminate the Service or modify this Agreement. Any such modifications shall be effective immediately. You can view the most recent version of these terms at any time at www.Arkaive.com/terms. Posting on the Arkaive Website a change notice or a new agreement is considered sufficient notice to You of the modifications. However, You agree to be bound by any superseding Terms of Use agreements, even if You have not received notice of such a change. Each use by You shall constitute and be deemed Your unconditional acceptance of this Agreement and modifications thereto. If modifications of the Agreement are not acceptable to You, Your only recourse is to terminate this agreement and immediately refrain from using any and all services provided by the Service. Your continued use of the Service constitutes ratification of Your acceptance of any new terms.

2. Right to Access. Arkaive reserves the right to prevent and/or prohibit access to the Service by anyone for any reason, consistent with applicable law, including Your failure to follow the policies itemized herein, as a result of which Arkaive in its sole discretion may take appropriate action, including, but not limited to temporarily suspending or permanently banning a User from accessing the Service. You acknowledge that use of the Service is a privilege granted under this Agreement and that Your rights will not be considered abridged in the event that You are denied access to the Service.

3. Arkaive Accounts. Subject to the limitations listed in these Terms of Use, Arkaive hereby grants you permission to use the Service. You expressly acknowledge that if You do not comply with any provision of the Terms of Use, Arkaive can terminate Your use of the Service without notice, at no cost to Arkaive, and without Arkaive being liable to You.

Subject to the limitations listed in these Terms of Use, Arkaive hereby grants you permission to use the Service. You expressly acknowledge that if You do not comply with any provision of the Terms of Use, Arkaive can terminate Your use of the Service without notice, at no cost to Arkaive, and without Arkaive being liable to You. You expressly agree that You are solely responsible for any activities or actions that occur on Your account, whether or not You have authorized such activities or actions. Specifically, You agree that You are solely responsible for the Your content posted, transmitted, updated, or otherwise provided by or from Your account. You must notify Arkaive immediately of any breach of security or unauthorized use of Your device or account. Although Arkaive will not be liable for Your losses caused by any unauthorized use of Your account, You may be liable for the losses of Arkaive or others due to such unauthorized use.

You agree that the information that You provide to Arkaive upon registration, and at all other times will be true, accurate, current and complete. You may terminate Your Arkaive account at any time and for any reason, except as provided in Section 7 below, by selecting “Cancel Subscription” in Your account preferences.

4. Intellectual Property Rights and Ownership.

Definitions: “Content” as used in this Agreement means, collectively, the text, images, illustrations, icons, headers, date, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like made available through the Service, excluding User Content. “User Content” as used in this Agreement means, collectively, the text, data, remarks, suggestions, ideas, graphics, images, photos, audio and video files, and other content and information which Users send, deliver, publish, post, upload, and otherwise submit through the Service. User Content may include incorporation and modification of existing copyrighted materials sent, delivered, published, posted, uploaded or otherwise submitted through the Service (collectively, “User Submissions”). User Content and User Submissions shall collectively be referred to herein as “User Content and Submissions.”

Content: “Arkaive” is a trademark of Arkaive, Inc. All Content on the Service, including without limitation the trademarks, service marks and logos contained therein are owned by or licensed to Arkaive, subject to copyright and other intellectual property rights or licenses held by Arkaive under the law. All Content is copyrighted under the U.S. and international copyright laws and Arkaive owns, to the fullest extent allowed by such law, the copyright in the arrangement, coordination, enhancement and selection of such Content or this Service.

Service Content, defined in Section 5 below, is provided to You AS IS for Your information and personal use only and may not be downloaded, copied, reproduced, republished, distributed, assigned, sublicensed, transmitted, broadcasted, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Arkaive or its respective owners. You agree not to copy materials on the Site or Software, reverse engineer or break into the Site or Software, alter or modify any part of the Site or Software, access content through any technology or means other than the explicitly authorized means Arkaive may designate, or use materials, products or services in violation of any law. Under no circumstances will You acquire any ownership rights or other interest in any content by or through Your use of this Service.

User Content: You retain all of your ownership rights in Your User Content. You affirm, represent and/or warrant that You own or have the necessary licenses, rights, consents and permissions to use and authorize Arkaive to use all proprietary rights, including privacy and publicity rights, to any and all User Content and Submissions to enable inclusion and use of the User Content and Submissions in the manner contemplated by the Service and this Agreement. You also hereby grant each User of the Service a non-exclusive license to access the User Content and Submissions which You transmit to such User. Arkaive will have no responsibility or liability for and You are solely responsible for creating back-ups of Your User Content and Submissions.

Disclaimer: You understand that when using the Service, You will be exposed to User Content and Submissions from a variety of sources, and that Arkaive is not responsible for the accuracy or truthfulness relating to such User Content and Submissions. You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against Arkaive with respect thereto, and agree to indemnify and hold Arkaive, its owners/operators, affiliates, employees, directors, agents and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to Your use of the Service.

Arkaive does not endorse any User Content and Submissions or any opinion, recommendation, or advice expressed therein, and Arkaive expressly disclaims any and all liability in connection with User Content and Submissions. Arkaive does not permit copyright infringing activities and infringement of intellectual property rights on its Site, and Arkaive will remove all User Content and Submissions if properly notified that such User Content and Submissions infringes on another’s intellectual property rights. Arkaive reserves the right to remove User Content and Submissions without prior notice.

5. Site Use and User Obligations. The Service may be used and accessed for lawful purposes only. You may only access User Content and Submissions that are submitted to You and intended for Your receipt. Your use of the Service is solely for Your information and personal use, as intended through the provided functionality of the Service. You agree to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with Your use of the Service. In addition, You agree that You do not have the right to and will not do any of the following while using or accessing the Service, including without limitation:

  1. Use, copy, reproduce, distribute, transmit, broadcast, display, sell, license, download, or otherwise exploit any Content, User Content or User Submissions (collectively “Service Content”) in any manner not intended by the normal functionality of the Service or otherwise as prohibited under this Agreement;
  2. Publish, post, send, deliver, upload, download, stream, email or otherwise transmit (i) any Content to which You do not have the lawful right to copy, transmit and display (including any User Content and User Submission that would violate any confidentiality or fiduciary obligations that You might have with respect to the User Content and/or User Submission); (ii) any Content for which You do not have the consent or permission of each identifiable person in the Content to use the name, voice, signature, photograph, or likeness of each such person (to the extent each is implicated by the Content) and such consent or permission is necessary; or (iii) any Content that infringes the intellectual property rights or violates the privacy rights of any third party (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity);
  3. Collect, compile or store Users’ personally identifiable information, or send, upload, stream, email or otherwise transmit to Users any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, “pyramid schemes” or any other form of solicitations;
  4. Use any meta tags or other hidden text or metadata utilizing an Arkaive name, trademark, URL or product name, including without limitation “Arkaive”;
  5. Circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Site Content or enforce limitations on the use of the Site or the Site Content herein;
  6. Interfere with or disrupt (or attempt to interfere with or disrupt) any web pages available at or linked from the Site or Software, servers or networks connected to the Site or Software or the technical delivery systems of Arkaive’s providers or disobey any requirements, procedures, policies or regulations of networks connected to the Site or
  7. Attempt to probe, scan or test the vulnerability of any Arkaive system or network or breach or impair or circumvent any security or authentication measures protecting the Site or Software;
  8. Attempt to violate the confidentiality of student data and records that are subject to the Family Educational Rights and Privacy Act (“FERPA”), 10 U.S.C. Section 1232g.
  9. Attempt to decipher, decompile, disassemble or reverse engineer any of the components used to provide the Site and Software;
  10. Attempt to access, search or meta-search the Site or Software with any engine, software, tool, agent, device or mechanism other than software and/or search agents provided by Arkaive or other generally available third party web browsers (such as Chrome, Internet Explorer, Firefox, or Safari);
  11. Impersonate or misrepresent Your affiliation with any person or entity, through pretexting or some other form of social engineering or otherwise commit fraud;
  12. Use the Service in any manner not permitted by this Agreement;
  13. Use the Service in any manner not permitted by this Agreement; m) Encourage or instruct any other individual to do any of the foregoing or to violate any term of this Agreement. If You notice another User engaging in any of the aforementioned prohibited policies while using the Service, You agree to immediately notify Arkaive administrators at support@arkaive.com.

6. User Interactions. You shall be solely responsible for Your own User Content and Submissions and the consequences of posting, publishing, sending, delivering or otherwise transmitting them. You are solely responsible for Your interactions (including any disputes) with other Users. You understand that Arkaive does not in any way screen Users. You are solely responsible for, and will exercise caution, discretion, common sense and judgment in, using the Site and disclosing personal information to other Users. Your use of the Service, and Site Content and any other information or other materials made available through the Service is at Your sole risk and discretion and Arkaive hereby disclaims any and all liability to You or any third party relating thereto. Arkaive reserves the right to contact Users, in compliance with applicable law, in order to evaluate compliance with the rules and policies in this Agreement. You will cooperate fully with Arkaive to investigate any suspected unlawful, fraudulent or improper activity, including, without limitation, granting authorized Arkaive representatives access to any password-protected portions of Your Arkaive account.

Arkaive may in its sole discretion review Content exchanges and/or other communications engaged in via the Service, in accordance with applicable law, in order to evaluate compliance with the rules and policies set forth in this Agreement or as otherwise technically necessary.

7. Your Payment, Cancellation, and Termination. You agree that until and unless You notify Arkaive of your desire to cancel the Services, You will be billed on an automatically recurring basis to prevent any disruption to your Services, using your credit card or other billing information on file with Arkaive. You agree to pay for the Services in advance of the time period during which such Services are provided and shall be billed automatically to the payment information provided. If Your credit card on file for a recurring payment is declined during an attempt to charge it, Your access to the Arkaive Website will be restricted or suspended until the payment is processed successfully. The account may be restored upon successful payment in full.

You are responsible for canceling the re-occurring monthly credit ce and is not responsible for canceling any re-occurring payments on Your behalf and You understand that You must de-activate the monthly payment by selecting “Cancel Subscription” in Your account preferences. You can cancel Your account at any time by selecting “Cancel Subscription” in Your account preferences subject to verification for security and as such Arkaive requires 30-day notice of account cancellations. Your access to the account will be disabled after Your notification of cancellation is received and the account will not be accessible by You after said date.

8. Compliance with Laws. You agree to comply with all applicable laws regarding Your use of the Service. You further agree that information provided by You is truthful and accurate to the best of Your knowledge.

9. Indemnification. You agree to indemnify, defend and hold Arkaive and its officers, directors, partners, employees, and affiliates, harmless from and against any liabilities, losses, claims, damages and expenses, including without limitation reasonable attorney’s fees and costs, arising out of or in any way related to (a) Your access to or use of the Service; (b) Your violation of this Agreement; (c) Your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; and/or (d) any claim that one of Your User Content and Submissions caused damage to a third party.

10. Disclaimer. THE INFORMATION CONTAINED IN THE SOFTWARE AND ON THE WEBSITE, INCLUDING ALL CONTENT, MATERIALS, INFORMATION, PRODUCTS AND SERVICES INCLUDED THEREIN ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. YOU AGREE THAT USE OF THE SERVICE AND ITS CONTENT IS AT YOUR SOLE RISK. ARKAIVE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY EXPRESS WARRANTIES, STATUTORY WARRANTIES, AND ANY IMPLIED WARRANTIES OF: TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING, COURSE OF PERFORMANCE AND NON-INFRINGEMENT. ARKAIVE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICE CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SERVICE. ARKAIVE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE, OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND ARKAIVE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. TO THE EXTENT YOUR JURISDICTION DOES NOT ALLOW LIMITATIONS ON WARRANTIES, THIS LIMITATION MAY NOT APPLY TO YOU. YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO YOUR USE OF THE SOFTWARE SHALL BE TO DISCONTINUE USE OF THE SERVICE.

11. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL ARKAIVE, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, OR AGENTS BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN ANY WAY RELATING TO THE SERVICE, YOUR USE OF THE SERVICE, OR THE SOFTWARE AND WEBSITE CONTENT, INCLUDING WITHOUT LIMITATION (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 THE SERVICE, (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 THE SERVICE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE 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 ANY CONTENT SUBMITTED, PUBLISHED, STREAMED, BROADCASTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, WHETHER THE DAMAGES ARE FORESEEABLE AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICE AND/OR CONTENT IS TO CEASE ALL USE OF THE SERVICE.

12. Use of Information/Assignment. You will not assign this Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Arkaive. Any purported assignment or delegation by You without the appropriate prior written consent of Arkaive will be null and void. Arkaive reserves the right, and You authorize Arkaive, to use and assign all information regarding Your use of the Service and all information provided by You in any manner consistent with our Privacy Policy.

  1. Our Use of Collected Information:
    1. When You create an account to use the Service, You may provide and shall authorize Arkaive to record personal information such as Your name and email address, which information shall be used to relay communications to You on behalf of Your educational institution or its faculty.
    2. Arkaive uses various technologies to collect information from Your device and about your activities on our Service. Arkaive automatically collects information from your browser or device when You use the Service. This information could include Your IP address, device ID and type, your browser type and language, the operating system used by your device, access times, Your device’s or computer’s geographic location while the Service is actively running.
    3. Arkaive may assign Your device one or more cookies to facilitate access to the Service and to personalize Your experience. Through the use of a cookie, Arkaive also may automatically collect information about Your activity with the Service, such as Your visited pages, Your visit’s time and date and the links You click. If Arkaive advertises, Arkaive (or third parties) may use certain data collected on the Service to show You advertisements on other sites or applications.
    4. Arkaive may use web beacons and other similar technologies to track Your use of the service or to allow third-party advertising companies to serve ads on Arkaive’s behalf or track overall effectiveness or performance. Any information that these third parties collect via cookies and web beacons is completely anonymous.
    5. By using the Service, You expressly authorize our transmission and disclosure of Your personal information to the academic institution which You attend, including its administrators and faculty, and Your attendance records. Arkaive complies with FERPA requirements relating to Your academic records by using commercially reasonable administrative, physical, and technical standards that are no less rigorous than the standards by which Arkaive protects its own confidential information. Your personal information may also be disclosed to comply with legal proceedings, including a search warrant, subpoena, statute, or court order.
    6. Arkaive may use information collected about You to manage its business and services; provide You with customer support and manage Your account; communicated with You by telephone, email, or mobile devices; to perform Web site or mobile application analytics; enforce or exercise any rights in the Terms of Use; and to perform functions or Services as outlined herein.

13. Relationship of the Parties. For purposes of this Agreement, You are not an employee or agent of Arkaive, and You will not represent that You are any of the foregoing. Each party will be independent and act independently and not as a contractor, partner, joint venturer, agent, employee or employer of the other and will not bind or attempt to bind the other to any contract. Each party will be solely responsible for their own costs and expenses incurred in the performance of their obligations under this Agreement, including without limitation any expenses associated with the implementation of this Agreement.

14. Applicable Law. You agree that this Agreement shall be governed by the internal laws of the State of California, without respect to its conflict of laws principles. Any claim or dispute between You and Arkaive that arises in whole or in part from Your use of the Service shall be decided exclusively by a court of competent jurisdiction located in Los Angeles, California.

15. Arbitration. It is expressly agreed between You and Arkaive that any controversy or claim arising out of or relating to this Agreement (expressly excepting therefrom any claim by Arkaive for payment due from You hereunder) shall be settled by binding arbitration in accordance with the substantive laws of the State of California (excluding choice of law) and the Commercial Arbitration Rules of the American Arbitration Association available at www.adr.org. It is further expressly agreed between You and Arkaive that judgment upon any award rendered by a single arbitrator may be entered in any court of competent jurisdiction.

16. Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Arkaive’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

17. Force Majeure. Force Majeure. Arkaive will not be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, extraordinary Internet congestion or extraordinary connectivity issues experienced by major telecommunications providers and unrelated to Arkaive infrastructure or connectivity to the Internet, or failure at Arkaive co- location facility, (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, Arkaive will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues.

18. Termination. Arkaive may terminate this Agreement at any time, with or without notice, for any reason. After any termination, either by You in accordance with paragraph 3 or by Arkaive, You understand and acknowledge that Arkaive will have no further obligation to You. Upon termination, all licenses and other rights granted to You by this Agreement will immediately cease. Arkaive is not liable to You or any third party for any termination. Upon any termination or suspension, any information (including User Content, defined above) that You have submitted via the Service or that which is related to Your account may no longer be accessed by You. Furthermore, Arkaive will have no obligation to maintain any information stored in Arkaive’s database related to Your account or to forward any information to You or any third party.

Any suspension, termination or cancellation will not affect Your obligations to Arkaive under this Agreement (including but not limited to ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.

19. Entire Agreement. This Agreement, together with the Privacy Policy and any other legal notices published by Arkaive on the Site or Service, shall constitute the entire and exclusive agreement between Arkaive and You regarding the Service and Service Content and supersede and replace any prior agreements between Arkaive and You regarding the Service and Service Content.

20. Contact Information.

HOW TO CONTACT US:
support@arkaive.com