Terms of Service
These Service Terms (this “Agreement”), effective as of the date on which you execute with Arrows a purchase order, order form, or other ordering document that incorporates this Agreement by reference (“Order Form”) is by and between Arrows Software Inc., a Delaware corporation with an address at 8605 Santa Monica Blvd, PMB 62069, West Hollywood, California 90069-4109 (“Arrows”) and the entity on whose behalf the individual accepting this Agreement accepts this Agreement (“Customer”). The individual accepting this Agreement hereby represents and warrants that it is duly authorized by the entity on whose behalf it accepts this Agreement to so accept this Agreement. Arrows and Customer may be referred to herein collectively as the “parties” or individually as a “party.”
These Service Terms will be effective when executed in conjunction with one or more Order Forms. Capitalized terms not defined here have the meanings given to them in the Order Form. In the event of a conflict between the Order Form and any of the provisions of the Terms, the Order Form shall prevail.
1. ARROWS PRODUCTS AND SERVICES
1.1. Access to Service. Customer may access and use the service provided to Customer as set forth in an Order Form or otherwise made available to Customer by Arrows (the “Service”) on a non-exclusive and non-transferrable basis, solely for its internal business purposes, and only in accordance with the terms and conditions of this Agreement, any end user technical documentation provided by Arrows for the Service (“Documentation”), and any usage limitations set forth in these Service Terms and the Order Form, including without limitation any limitations on the number of Permitted Users (as defined below), and the applicable product, pricing, and support tiers agreed-upon by the Parties (together, the “Usage Limitations”). To the extent Arrows provides Customer with any downloadable software, agents, SDKs, APIs, or other code in connection with the Service (“Client-Side Software”), Arrows grants to Customer a non-exclusive, non-transferable, non-sublicensable, limited right and license to use the Client-Side Software during the applicable Subscription Term solely as reasonably necessary for Customer’s use of the Service in accordance with this Agreement. For clarity, except for Client-Side Software, the Service is provided on a remote, software-as-a-service basis only.
1.2. Permitted Users. Customer may permit Customer’s customers, employees, agents, independent contractors, and consultants to use the Service on Customer’s behalf (the “Permitted Users”), provided Customer remains responsible for the acts and omissions of each such Permitted User. If Customer is given passwords to access the Service on Arrows’ systems, Customer shall require that all Permitted Users keep user ID and password information strictly confidential and not share such information with any unauthorized person. Customer shall be responsible for any and all actions taken using Customer’s accounts and passwords.
1.3. Use by Affiliates. Each of Customer’s Affiliates (defined below) will be entitled to access and use the Service in accordance with this Agreement; provided that Customer shall remain responsible to Arrows for the actions and omissions of each such Affiliate (and each of such Affiliate’s Permitted Users). The terms of this Agreement will govern as if this Agreement were separately executed by the applicable Affiliate of Customer, and the term “Customer” as used in this Agreement will be deemed as applying to such Affiliate of Customer for the purposes of this Agreement. “Affiliate” means an entity that, directly or indirectly, controls, is controlled by, or is under common control with a party. As used herein, “control” means the power to direct the management or affairs of an entity or the beneficial ownership of fifty percent (50%) or more of the voting equity securities or other equivalent voting interests of an entity.
1.4. General Restrictions. Customer shall not, and shall not allow any third party (including any Permitted User) to: (a) sell, rent, lease or use the Service for time sharing purposes; (b) use the Service to help develop, or help provide to any third party, any product or service similar to or competitive with the Service; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code of the Service; (d) copy, modify or create derivative works from the Service or any Documentation; (e) remove or obscure any copyright or proprietary or other notice contained in the Service or Documentation; (f) propagate any virus, Trojan horse, or other malware or programming routine intended to damage any system or data; (g) access or use the Service in a manner intended to circumvent or exceed service account limitations or requirements; (h) use any Service in a manner that violates any applicable law, regulation, or legal requirement or obligation; (i) use any Service in violation of any third-party rights of privacy or intellectual property rights; (j) use or permit the use of any tools in order to probe, scan or attempt to penetrate or benchmark any Service; (k) post, upload, transmit or provide any Customer Data that Arrows reasonably deems to be unlawful, harmful, abusive or otherwise objectionable; (l) use the Service except as expressly permitted by this Agreement; or (m) use Output (as defined below) to develop any machine learning or other artificial intelligence (“AI”) models that compete with the Service or Arrows’ other products or services.
1.5. Support. Unless otherwise agreed in an Order Form, during the Subscription Term, Arrows will use commercially reasonable efforts to provide basic customer support via Arrows’ standard support channels during Arrows’ normal business hours.
1.6. Professional Services. Arrows will provide certain professional services in connection with Customer’s use of the Service (“Professional Services”), solely as described in an Order Form . Customer will provide Arrows all reasonable cooperation required for Arrows to perform the Professional Services, including without limitation timely access to any reasonably required Customer materials, information, or personnel. To the extent the Professional Services result in any software code or other work product of any kind (“Work Product”), all such Work Product will remain owned solely and exclusively by Arrows and may be used by Customer solely in connection with Customer’s authorized use of the Service under this Agreement.
2. CUSTOMER’S OBLIGATIONS; CUSTOMER DATA
2.1. Generally.
2.1.1. Definitions.
2.1.1.1. “Customer Data” means information, data, and other content, in any form or medium, that is downloaded, or otherwise received, directly or indirectly (including via a third-party provider), from Customer (including from a Permitted User on Customer’s behalf) by or through the Service, or provided by Customer to Arrows to input into the Service.
2.1.1.2. “Data Protection Laws” means all applicable laws, rules, regulations and governmental requirements relating to the privacy, confidentiality, or security of Personal Data, including the use of Personal Data to engage in sales or marketing activities, as they may be amended or otherwise updated from time to time, including Regulation (EU) 2016/679 (the “EU GDPR”) or, where applicable, the “UK GDPR” as defined in section 3 of the Data Protection Act 2018, and the California Consumer Privacy Act, Cal. Civ. Code §1798.100 et. seq., and its implementing regulations.
2.1.1.3. “Personal Data” means any data or information that is linked or reasonably linkable to an identified or identifiable natural person; or (b) is otherwise “personal data,” “personal information,” “personally identifiable information,” or similarly defined data or information under Data Protection Laws.
2.1.1.4. “Process” or “Processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means.
2.1.2. Customer represents and warrants to Arrows that Customer’s use of the Service and all Customer Data is and will be at all times compliant with all applicable local, state, federal and international laws, regulations and conventions, including, without limitation, Data Protection Laws. Customer is solely responsible for the accuracy, content, and legality of all Customer Data. Customer represents and warrants to Arrows that (a) Customer has provided all required notices and obtained all necessary consents as may be required by Data Protection Laws to provide the Customer Data rights granted to Arrows in Section 2.2 below, and Process such Customer Data as contemplated by this Agreement; and (b) that Arrows’ use of the Customer Data does not and will not infringe or otherwise violate the rights of any third party, including any intellectual property rights, fiduciary duty and/or privacy rights.
2.1.3. Unless otherwise agreed to in writing, Customer is prohibited from uploading, or otherwise providing, directly or indirectly (including via a third-party provider), to Arrows(including from a Permitted User on Customer’s behalf) by or through the Service, Customer Data that includes any sensitive information, including but not limited to, a social security number, passport number, driver’s license number, or similar identifier, credit card or debit card number, or any other information which may be subject to specific data privacy and security laws including the Gramm-Leach-Bliley Act (GLBA), the Health Insurance Portability and Accountability Act (HIPAA), the Health Information Technology for Economic and Clinical Health Act (HiTECH), the Family Educational Rights and Privacy Act of 1974 (FERPA), the Children’s Online Privacy Protection Act (COPPA), or any other data which is considered to be sensitive, including consumer health data or precise geolocation, or which could give rise to notification obligations under data breach notification laws. Arrows does not make any representations as to the adequacy of the Service to Process Customer Data or to satisfy any legal or compliance requirements which may apply to Customer Data, other than as described herein.
2.2. Rights in Customer Data. As between the parties, Customer shall retain all right, title and interest (including any and all intellectual property rights) in and to Customer Data. Customer hereby grants to Arrows a non-exclusive, worldwide, irrevocable, transferable, sublicensable (through multiple tiers), fully paid-up, royalty-free right and license to use, copy store, transmit, modify, and display Customer Data in order to: (a) provide the Service to Customer (including the creation of Output (as defined below)); (b) perform such other actions as authorized or instructed by Customer in writing (email to suffice); and (c) to create Derivative Data. Arrows will not share Customer Data with any third parties, except with (i) Arrows’ Affiliates, (ii) a subcontractor for a business purpose pursuant to a written agreement, provided that Arrows shall be liable to Customer for the acts or omissions of any subcontractor to whom Arrows has disclosed or permitted to access Customer Data as if they were the acts or omissions of Arrows; and (iii) to third parties as necessary to comply with applicable laws or regulations, including Data Protection Laws .
2.3. Usage Data and Derivative Data. Customer acknowledges and agrees that Arrows may create, collect, analyze, retain, and use data and other information that results or is derived from (a) Customer’s use of the Service (“Usage Data”), and (b) Customer Data that is used solely in a deidentified manner such that the information is no longer Personal Data under Data Protection Laws (“Derivative Data”), for the purposes of developing, maintaining, operating, improving, or providing the Service and for Arrows’ other business purposes. For clarity, Usage Data and Derivative Data, and all intellectual property and proprietary rights therein, shall be exclusively owned by Arrows and may use the foregoing for any lawful purpose both during and after the Subscription Term.
2.4. Third Party Application Service Providers. Customer may be able to access and use certain optional third-party services or products to allow for, among other things, the transmission of Customer Data to or from such third-party services through or with its use of the Service (“Third-Party Services”). If Customer does not agree to abide by the applicable terms for any such Third-Party Services, then Customer should not use such Third-Party Services. By authorizing Arrows to transmit Customer Data from Third-Party Products into the Service, or vice-versa, Customer represents and warrants to Arrows that it has all right, power, and authority to provide such authorization. IF CUSTOMER USES ANY THIRD-PARTY SERVICES, ARROWS WILL NOT BE RESPONSIBLE FOR ANY ACT OR OMISSION OF ANY PROVIDER OF SUCH THIRD-PARTY SERVICES. ARROWS DOES NOT WARRANT OR PROVIDE DIRECT SUPPORT FOR ANY THIRD-PARTY SERVICES. CUSTOMER ACKNOWLEDGES AND AGREES THAT ARROWS WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR THE ACTS OR OMISSIONS OF ANY PERMITTED USERS IN CONNECTION WITH ANY THIRD-PARTY SERVICES.
2.5. AI Technologies. The Service may include features and functionalities supported by AI technologies. Customer may provide Customer Data via the Service and receive outputs from the Service based on that Customer Data (“Output”). As between Arrows and Customer, and to the extent permitted by applicable law, Customer: (i) retains all ownership rights in its Customer Data; and (ii) owns all Output. Arrows hereby makes all assignments necessary to accomplish the foregoing ownership. For purposes of clarity, without limiting the generality of Section 2.2, Arrows will not use Customer Data or Output to train or fine-tune its own or any third party’s machine learning or other AI models without Customer’s prior written approval Customer acknowledges that Output may contain errors or misleading information, can perpetuate biases present in the data used to train them, which can result in Output that is discriminatory or offensive, and can struggle with complex tasks that require reasoning, judgment, and decision-making. Customer further acknowledges that Output may not be unique and other users may receive similar content from the Service, and such similar content is not considered “Output” owned by Customer hereunder. Customer is solely responsible for its use of all Output and evaluating the Output for accuracy and appropriateness for its use cases, including by utilizing human review where appropriate. ALL OUTPUT IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND.
2.6. Third Party Rights and Authorizations. Customer represents, warrants, and covenants to Arrows that Customer has provided and will provide all necessary disclosures and has received and will obtain all rights, authorizations, and consents necessary, or otherwise required by applicable laws, including but not limited to, monitoring, recording and wiretapping laws, to permit Customer’s use of the Service as contemplated herein, including but not limited to with respect to Third-Party Services.
3. OWNERSHIP
3.1. Ownership. Customer acknowledges that no intellectual property rights are assigned or transferred to Customer hereunder. Customer is obtaining only a limited right to access and use the Service. Customer agrees that Arrows or its suppliers own and retain all right, title and interest (including all patent, copyright, trade secret and other intellectual property rights) in and to (a) the Service, Documentation, Usage Data, Derivative Data, and any and all related and underlying technology, documentation, and other information and (b) any intellectual property it develops hereunder, and any derivatives thereof (individually and collectively, “Arrows Technology”).
3.2. Feedback. In the event Customer provide Arrows with any suggestions, ideas, improvements, or other feedback with respect to any aspect of the Service (“Feedback”), Customer hereby assigns all right, title, and interest in and to the Feedback.
4. FEES AND TAXES
4.1. Fees. Customer shall pay Arrows the fees (“Fees”) identified in the Order Form without offset or deduction at the cadence identified in the Order Form (e.g., monthly or annually). Fees paid by Customer are non-refundable. Customer shall make all payments hereunder in US dollars by a mutually agreed-upon payment method. If Customer pays via invoice, Customer will pay the invoiced amount within thirty (30) calendar days of the invoice date. Except as expressly set forth in Section 6 or 8, all Fees are non-refundable. Customer is required to pay any sales, use, value-added withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Arrows. Any late payments shall be subject to a service charge equal to one-and-a-half percent (1.5%) per month of the amount due or the maximum amount allowed by law, whichever is less (plus the costs of collection).
4.2. Suspension of Service. If Customer’s account is ten (10) days or more overdue, in addition to any of its other rights or remedies, Arrows reserves the right to suspend Customer’s access to the Service without liability to Customer until such amounts are paid in full.
5. TERM AND TERMINATION
5.1. Subscription Term. The initial term of the Service shall begin on the Effective Date of the subscription specified in the Order Form, and extend for the period specified in the applicable Order Form (the “Initial Subscription Term”). Unless otherwise identified in the Order Form, this Agreement will automatically renew for additional successive terms equal to the length of the Initial Subscription Term unless earlier terminated pursuant to this Agreement’s express provisions or either party gives the other party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a “Renewal Subscription Term” and together with the Initial Subscription Period, the “Subscription Term”).
5.2. Termination. Either party may terminate this Agreement if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay Fees) within thirty (30) days after written notice (such notice must contain sufficient detail as to the nature of the breach and state the intent to terminate and email notice is sufficient in the case of non-payment); (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
5.3. Effect of Termination. Upon the expiration or termination of this Agreement, (a) Customer shall immediately cease any and all use of and access to the Service (including any and all related Arrows Technology) and (b) each party will return to the other party (or destroy) such other party’s Confidential Information. Except as otherwise set forth herein, termination of this Agreement is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.
5.4. Customer Data. Customer acknowledges that if Customer or a Permitted User deletes Customer Data from the Service, Customer Data may still reside in Arrows’ systems, applications, databases, and servers as backups and/or archives in a manner that is not readily accessible to Arrows’ personnel. Arrows will continue to comply with its confidentiality and data security obligations hereunder with respect to such Customer Data for so long as it is retained. Customer acknowledges that the foregoing actions during any Subscription Term may have an adverse impact on Customer’s use of the Service (and Arrows is not liable with respect thereto).
5.5. Survival. The following Sections shall survive any expiration or termination of this Agreement: 2, 3, 4.1, 5.5, 6.2, 7, 8, 9, 11, and 13.
6. LIMITED WARRANTY; DISCLAIMER
6.1. Limited Warranties. Each party represents and warrants to the other that: (a) it is a legal entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (b) the Agreement constitutes a legal, valid, and binding obligation of such party enforceable in accordance with its terms; and (c) the execution, delivery, and performance of this Agreement is within its powers and has been duly authorized by all requisite action. Arrows further warrants that it will provide the Service in substantial conformity with the applicable Documentation (the “Performance Warranty”). Arrows’ sole liability (and Customer’s sole and exclusive remedy) for any breach of the Performance Warranty shall be, in Arrows’ sole discretion and at no charge to Customer, to use commercially reasonable efforts to provide Customer with an error correction or work-around that corrects the reported non-conformity, or if Arrows determines such remedies to be impracticable, to allow Customer to terminate the Subscription Term and receive as its sole remedy and Arrows’ entire liability, a refund of any Fees Customer has pre-paid for use of the Service or related services it has not received as of the date of the Performance Warranty claim. The Performance Warranty shall not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which the condition giving rise to the claim was first discovered, (ii) if the error was caused by misuse, unauthorized modifications or third-party hardware, software, or services, or (iii) to the Service provided on a no-charge or evaluation basis.
6.2. Warranty Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT, ARROWS PRODUCTS AND ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ARROWS AND ITS SUPPLIERS EACH EXPRESSLY DISCLAIM ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT CERTAIN FEATURES AND FUNCTIONALITIES OF THE SERVICE MAY ALLOW THE SERVICE TO TAKE CERTAIN ACTIONS ON CUSTOMER’S BEHALF AND AT CUSTOMER’S DIRECTION IN ACCORDANCE WITH CUSTOMER’S SETTINGS ON THE SERVICE. CUSTOMER AGREES THAT WHEN IT USES SUCH FEATURES AND FUNCTIONALITIES, CUSTOMER IS SOLELY LIABLE AND RESPONSIBLE FOR SUCH ACTIONS AND THE RESULTS THEREOF, AND ARROWS IS NOT LIABLE OR OTHERWISE RESPONSIBLE FOR ANY SUCH ACTIONS OR RESULTS.
7. LIMITATION OF LIABILITY
7.1. EXCEPT WITH RESPECT TO EITHER PARTY’S OBLIGATIONS UNDER SECTION 8 (INDEMNIFICATION) (WHICH IN THE CASE OF ARROWS’ OBLIGATIONS SHALL BE LIMITED IN THE AGGREGATE TO THREE TIMES (3X) THE FEES PAID BY CUSTOMER TO ARROWS DURING THE TWELVE (12) MONTH PERIOD PRIOR TO WHEN THE CLAIM AROSE), OBLIGATIONS UNDER SECTION 9 (CONFIDENTIAL INFORMATION) (OTHER THAN THOSE RELATING TO SECURITY INCIDENTS AFFECTING CUSTOMER DATA), GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT: (A) NEITHER PARTY SHALL BE LIABLE, UNDER ANY LEGAL OR EQUITABLE THEORY OF LAW, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, BUSINESS, CONTRACTS, REVENUE, GOODWILL, PRODUCTION, AND ANTICIPATED SAVINGS OR DATA, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; AND (B) FURTHER EXCEPTING CUSTOMER’S OBLIGATION TO PAY FEES HEREUNDER, EACH PARTY’S AGGREGATE LIABILITY SHALL IN NO EVENT EXCEED THE FEES PAID AND/OR PAYABLE BY CUSTOMER TO ARROWS DURING THE TWELVE (12) MONTH PERIOD PRIOR TO WHEN THE CLAIM AROSE.
7.2. Customer is responsible for all login credentials, including usernames and passwords, for administrator accounts, as well the accounts of the Permitted Users. Arrows will not be responsible for any damages, losses or liability to Customer, Permitted Users, or anyone else, if such information is not kept confidential by Customer or the Permitted Users, or if such information is correctly provided by an unauthorized third party logging into and accessing the Service.
7.3. The limitations under this Section 7 apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this Section 7 allocate the risks under the Agreement between the parties, and the parties have relied on these limitations in determining whether to enter into the Agreement and the pricing for the Service.
8. INDEMNIFICATION.
8.1. Arrows shall indemnify and defend Customer from and against any claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising from the infringement of a U.S. patent, copyright, trademark, or other intellectual property right asserted against Customer by a third party based upon Customer’s use of the Service in accordance with the terms of this Agreement, provided that Arrows shall have received from Customer: (a) prompt written notice of such claim (but in any event notice in sufficient time for Arrows to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense, or settlement (if applicable) of such claim (as long as such settlement releases Customer from any and all liability); and (c) all reasonable necessary cooperation of Customer. If Customer’s use of any Service is, or in Arrows’ opinion is likely to be, enjoined due to the type of infringement specified above, or if required by settlement, Arrows may, in its sole and reasonable discretion: (x) substitute substantially functionally similar products or services; (y) procure for Customer the right to continue using the Service; or if (x) and (y) are commercially impracticable, (z) terminate this Agreement and refund to Customer any unused, prepaid Fees paid by Customer for the terminated period. The foregoing indemnification obligation of Arrows shall not apply to the extent that the alleged infringement arises from: (1) any modification of the Service other than by or on behalf of Arrows; (2) access to or use of any Service in combination with any hardware, system, software, network, or other products, materials or services not provided by or on behalf of Arrows (3) use of the Service in breach of this Agreement; or (4) Customer Data. THIS SECTION 8.1 SETS FORTH ARROWS’ SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
8.2. Customer agrees to defend, indemnify and hold harmless Arrows and its affiliates, licensors, and suppliers, and Arrows’ and their respective employees, contractors, agents, officers and directors, from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising from: (a) Customer’s and any Permitted User’s use of and access to the Service, including any Customer Data or other content transmitted, received by Customer or made available by and any Permitted User; (b) Customer’s violation of any term of the Agreement; (c) Customer’s or any Permitted User’s violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (d) Customer’s or any Permitted User’s violation of any applicable law, rule or regulation, including any Data Protection Laws; (e) Customer’s or any Permitted User’s gross negligence, fraud, or willful misconduct; (f) any other party’s access and use of the Service with Customer’s or any Permitted User’s unique username, password or other appropriate security code (provided that such access and use was not the fault of Arrows); or (g) Customer’s use of or reliance on any Output.
9. CONFIDENTIAL INFORMATION
9.1. Definition. “Confidential Information” means information disclosed by one party to the other that is marked as confidential or proprietary or that ought reasonably to be understood as confidential or proprietary. All Arrows Technology, performance information relating to the Service, and the terms and conditions of this Agreement (including the Fees and pricing information) shall be deemed Confidential Information of Arrows without any marking or further designation. Confidential Information includes Customer Data. Confidential Information does not include information that the recipient already lawfully knew, that becomes public through no fault of the recipient, that was independently developed by the recipient without any reference to or use of Confidential Information, or that was rightfully obtained by the recipient from a third party.
9.2. Obligations. The recipient agrees not to disclose Confidential Information except to its Affiliates, employees, contractors, and agents who need to know it and have agreed in writing to keep it confidential. Only those parties may use the Confidential Information, and only to exercise the recipient’s rights and fulfill its obligations under this Agreement, while using at least a reasonable degree of care to protect it. The recipient may also disclose Confidential Information to the extent required by law after providing reasonable notice to the discloser and cooperating to obtain confidential treatment. Unauthorized disclosure of Confidential Information may cause harm not compensable by damages, and the disclosing party may seek injunctive or equitable relief in a court of competent jurisdiction, without posting a bond, to protect its Confidential Information. Further, notwithstanding the foregoing, each party may disclose the terms and existence of this Agreement to its actual or potential investors, debtholders, acquirers, or merger partners under customary confidentiality terms.
10. SECURITY
Each party shall comply with all applicable Data Protection Laws. Arrows shall use reasonable physical, technical, and administrative procedures designed to protect, safeguard and help prevent loss, misuse, and unauthorized access, disclosure, alteration or destruction of Customer Data, and will choose these safeguards based on the sensitivity of the information that is collected, Processed, and stored and the current state of applicable technology.
11. PUBLICITY
Except as otherwise agreed in writing (email to suffice), neither party may use the other party’s name, logos, or marks without such party’s written pre-approval in each case. Notwithstanding the foregoing, Customer hereby grants Arrows its consent to use Customer’s name and logo on Arrows’ web site and in Arrows promotional materials to identify Customer as an Arrows customer.
12. DATA PROCESSING
Customer understands and acknowledges that to the extent Arrows Processes any Personal Data, Arrows shall do so in accordance with its privacy notice, which is available at https://arrows.to/privacy, as Arrows may update from time to time; provided, however, that to the extent Customer Data includes any information which is defined as “personal data,” “personal information,” “personally identifiable information,” or similarly defined data or information under Data Protection Laws, Arrows will Process such information (a) as a data “processor” or “service provider” (each term, as applicable), and (b) in accordance with the Arrows Data Protection Addendum located at https://arrows.to/dpa as Arrows may update from time to time (“DPA”).
13. GENERAL TERMS
13.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Arrows. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 13.1 will be null and void.
13.2. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) if the delay or failure is due to unforeseen events which occur after the signing of this Agreement and which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, or failure or diminishment of power or telecommunications or data networks or services.
13.3. Subcontractors. Arrows may use the services of subcontractors for performance of services under this Agreement, provided that Arrows remains responsible for such subcontractors’ compliance with the terms of this Agreement.
13.4. Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
13.5. 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 to the minimum extent necessary so that this Agreement shall otherwise remain in effect.
13.6. Governing Law; Jurisdiction and Venue. This Agreement shall be governed by the laws of the State of Delaware and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court in New Castle County), any dispute arising under this Agreement shall be finally settled in binding arbitration. The Judicial Arbitration and Mediation Service, Inc. (“JAMS”) will administer the arbitration in accordance with its Comprehensive Arbitration Rules and Procedures (though to the extent JAMS’ Expedited Arbitration Procedures are available, they will apply), and the arbitration will be held Wilmington, Delaware. Subject to the foregoing provisions of this Section 13.6, the jurisdiction and venue for actions related to the subject matter hereof shall be the state and United States federal courts located in Wilmington, Delaware and both parties hereby submit to the personal jurisdiction of such courts.
13.7. Notice. Any notice or communication required or permitted under this Agreement shall be in writing to the parties at the addresses set forth as first listed above or in the Order Form (or at such other address as may be given in writing by either party to the other in accordance with this Section) and shall be deemed to have been received by the addressee (a) if given by hand, immediately upon receipt; (b) if given by overnight courier service, the first business day following dispatch; (c) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail; or (d) if given by email, the first business day after such notice is sent (return receipt requested). In addition, any physical legal notices to Arrows must also be delivered to the following email address: legal@arrows.to but, notwithstanding earlier receipt via email, physical legal notices will be deemed received when the physical notice is received as set forth in preceding sentence).
13.8. Amendments; Waivers. Arrows may change this Agreement (except for any Order Forms) from time to time at its discretion. The date on which the Agreement was last modified will be updated at the top of this Agreement. Arrows will provide Customer with reasonable notice prior to any amendments or modifications taking effect, either by emailing the email address associated with Customer’s account on the Service or by another method reasonably designed to provide notice to Customer. If Customer accesses or uses the Service after the effective date of the revised Agreement, such access and use will constitute Customer’s acceptance of the revised Agreement beginning at the next Renewal Subscription Term or, if Customer enters into a new Order Form with Arrows, as of the date of execution of such Order Form. Purchase orders (and similar documents) issued by Customer are for administrative purposes only (e.g., setting forth products and services ordered and associated fees) and any additional or different terms or conditions contained in any such order shall not apply (even if the order is accepted, or performed on by Arrows).
13.9. No Third-Party Rights. There are no third-party beneficiaries to this Agreement.
13.10. Export Compliance. Each party shall comply with all applicable export and re-export control and trade and economic sanctions laws, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), and the International Traffic in Arms Regulations maintained by the U.S. State Department. Neither party, nor any of its subsidiaries or any person acting on its behalf or owning 50% or more of its equity securities or other equivalent voting interests, is (a) a person on the List of Specially Designated Nationals and Blocked Persons or any other list of sanctioned persons administered by OFAC or any other governmental entity, or (b) a national or resident of, or a segment of the government of, any country or territory for which the United States has embargoed goods or imposed trade sanctions.
13.11. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications, relating to the subject matter of this Agreement.