These Terms of Service ("Terms") govern the purchase of hardware, infrastructure services, and related offerings provided by 2666680 Ontario Inc., doing business as Arc Compute ("Arc Compute", "Arc", "we", "our", or "us"). By placing an order, issuing a purchase order, executing a quote, or otherwise engaging Arc Compute for services, the customer ("Customer", "you", or "your") agrees to these Terms.
Last updated: June 2026
Arc Compute operates from: 2666680 Ontario Inc., doing business as Arc Compute, 31 Scarsdale Rd, Unit 4, North York, ON M3B 2R2, Canada.
"Hardware" means GPU servers, components, and related equipment that Arc Compute supplies. "Cloud Services" means access to cloud computing infrastructure operated by third party providers that Arc Compute resells or facilitates. "OEM" means the original equipment manufacturer of the Hardware. "Quote" means a written quotation issued by Arc Compute. "Order" means a Customer purchase order or accepted quote that references the products or services being purchased. "Services" means the products and services described in Section 2.
Arc Compute provides infrastructure solutions including, but not limited to, GPU server procurement and supply, custom hardware configuration and cluster design, infrastructure consulting, coordination of system integration and validation, logistics and delivery coordination, coordination of installation services through third party partners, and resale or facilitation of access to cloud compute infrastructure operated by third party providers. Services may be delivered directly by Arc Compute or through third party partners, OEMs, logistics providers, or cloud operators.
Arc Compute may provide written quotations for hardware, services, or cloud resources. Quotes remain valid only for the period specified on the Quote, typically 7 to 30 days, and may be withdrawn at any time prior to order acceptance. Quotes are subject to supplier availability and pricing. Arc Compute reserves the right to withdraw or revise any Quote prior to acceptance due to supplier pricing changes, component availability, GPU allocation changes, export compliance concerns, or other supply chain constraints.
Customer purchases are typically confirmed through a Customer purchase order referencing an Arc Compute Quote. Upon receipt of a purchase order, Arc Compute may issue an invoice for the full purchase amount or a deposit according to the payment terms specified in the Quote. Unless otherwise agreed in writing, all purchase orders are non-cancelable and non-refundable. This reflects the non-cancelable terms imposed by Arc Compute's OEM suppliers and component vendors.
Pricing is based on supplier pricing at the time a Quote is issued. Due to volatility in GPU hardware markets and supplier allocations, Arc Compute cannot guarantee supplier pricing beyond the validity period of a Quote, and supplier pricing changes outside Arc Compute's control may require renegotiation. If supplier pricing materially changes after an order is placed but before procurement is completed, Arc Compute and Customer agree to renegotiate in good faith. Arc Compute reserves the right to refuse fulfillment if supplier pricing changes make fulfillment commercially unreasonable.
Payment terms are defined on the Quote or invoice. Typical structures include full payment upfront, or a 50% deposit with the remaining balance due prior to shipment. Payments are typically made by wire transfer, though alternative payment methods may be accepted at Arc Compute's discretion. Arc Compute may also facilitate financing options through third party partners where available. Hardware orders will not proceed to manufacturing or shipment until required payments are received. Invoiced amounts not paid by their due date may be subject to interest at the lower of 1.5% per month or the maximum permitted by law, together with reasonable costs of collection.
Customer is responsible for all applicable sales taxes, value added tax, import duties, customs fees, and brokerage charges, except for taxes assessed on Arc Compute's net income. These costs may vary depending on the agreed delivery terms and destination country.
Arc Compute coordinates logistics through third party freight and shipping providers. Delivery terms are negotiated on a case by case basis and may follow applicable Incoterms including EXW, FOB, DAP, or DDP. Risk of loss and transfer of title follow the agreed Incoterms specified in the order documentation. Customers are responsible for ensuring appropriate site readiness, including power, cooling, rack space, networking, and environmental requirements.
Customer must inspect shipments upon delivery. Any claims for shipping damage must be reported to Arc Compute within three days of delivery. Failure to report shipping damage within this timeframe may result in denial of claims by the freight carrier or insurer.
Arc Compute may coordinate installation services through qualified third party partners. Arc Compute does not directly perform installation services and is not responsible for installation performance provided by third parties. Customer must ensure that installation environments meet all OEM requirements.
All systems are tested and validated by the OEM prior to shipment. Arc Compute does not independently certify or guarantee system performance beyond OEM specifications. Any hardware defects, failures, or warranty claims are governed by the OEM's warranty terms.
Hardware warranties are provided solely by the OEM manufacturer. Arc Compute may assist customers with warranty coordination, RMA processing, and communication with manufacturers, but does not independently warrant hardware products. Warranty coverage, duration, and terms are determined exclusively by the OEM.
All hardware sales are final. Returns are not accepted except where required by applicable law or where authorized by the OEM under warranty replacement procedures. Arc Compute may assist customers in reselling hardware on the secondary market, but provides no guarantee of resale value or buyer availability.
Arc Compute relies on third party suppliers including GPU manufacturers, OEM system vendors, and logistics providers. Arc Compute is not responsible for delays or changes caused by GPU allocation changes, component shortages, OEM manufacturing delays, shipping disruptions, regulatory changes, export restrictions, geopolitical events, or other supply chain disruptions beyond Arc Compute's control.
Arc Compute complies with all applicable export control laws and regulations, including those imposed by the United States government and its technology suppliers. Customers must comply with all applicable export laws. Arc Compute will not sell or ship products to restricted countries, sanctioned individuals, or prohibited end users. Arc Compute reserves the right to request compliance documentation from customers prior to fulfilling orders, and failure to provide required documentation may result in order cancellation.
Customer agrees to provide accurate information regarding the intended use and destination of hardware, comply with all export control laws, ensure appropriate infrastructure for installation, and operate hardware within OEM specifications. Customer assumes responsibility for all uses of purchased hardware.
Where Customer uses cloud resources or other services facilitated by Arc Compute, Customer must not use them to break the law, infringe the rights of others, compromise the security or integrity of any network or system, distribute malware, send unsolicited bulk communications, or support activities such as the development of weapons of mass destruction. Customer is responsible for the conduct of its own users. Use of cloud services is also subject to the acceptable use terms of the underlying provider, and Arc Compute may suspend or refuse service for violations.
Arc Compute may provide access to cloud computing infrastructure operated by third party providers. Arc Compute acts solely as a reseller or intermediary for such services. Use of cloud services is subject to the terms and conditions of the underlying cloud provider. Arc Compute does not control the operation, uptime, or performance of third party cloud infrastructure and makes no representation or warranty regarding it.
Each party may receive confidential information from the other, including pricing, quotes, and the terms of an Order. Each party agrees to protect the other's confidential information with the same care it uses for its own and to use it only as needed to perform under these Terms. This does not apply to information that is public through no fault of the receiving party, already known to it, independently developed, or rightfully received from a third party. A party may disclose confidential information if required by law, and where permitted will give the other party advance notice.
Arc Compute and its suppliers retain all intellectual property rights in their products, software, documentation, and materials. Purchasing hardware does not transfer any rights in firmware or software beyond the license granted by the OEM or software provider. Any feedback you give Arc Compute about its products or services may be used without restriction or obligation to you.
Except for warranties expressly provided by the OEM, and to the fullest extent permitted by law, all hardware, software, and services are provided as is. Arc Compute disclaims all other warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Arc Compute does not warrant that any product or service will be uninterrupted, error free, or meet your specific requirements. The products are not designed or intended for high risk uses such as the operation of life support, nuclear facilities, or air traffic control, where failure could lead to death, injury, or environmental harm.
To the maximum extent permitted by law, Arc Compute's total liability arising out of or related to these Terms will not exceed the total amount paid by Customer for the specific order giving rise to the claim. Arc Compute will not be liable for indirect, incidental, special, or consequential damages, or for lost profits, lost revenue, loss of data, or business interruption, even if advised of the possibility of such damages. This limitation applies regardless of the theory of liability and even if a remedy fails of its essential purpose.
Customer agrees to defend, indemnify, and hold harmless Arc Compute and its officers, directors, employees, and agents from any claims, damages, liabilities, and reasonable costs, including legal fees, arising from Customer's breach of these Terms, Customer's use of the hardware or services, or Customer's violation of any law or the rights of any third party.
Arc Compute is not liable for delays or failures resulting from events beyond its reasonable control, including supplier delays, component shortages, natural disasters, labor disputes, transportation disruptions, and governmental actions.
Unless otherwise agreed in writing, Arc Compute may reference Customer as a client and may use Customer's name or logo for marketing purposes, including case studies, customer lists, and promotional materials.
Arc Compute reserves the right to refuse or cancel orders due to compliance concerns, fraud risk, supply limitations, export restrictions, or other legitimate business considerations.
These Terms are governed by the laws of the Province of Ontario, Canada, without regard to its conflict of law rules. The parties agree to first attempt to resolve any dispute in good faith. Any dispute that cannot be resolved will be subject to the exclusive jurisdiction of the courts of Ontario, Canada.
Customer may not assign these Terms without Arc Compute's prior written consent. Arc Compute may assign them in connection with a merger, acquisition, or sale of all or substantially all of its assets. If any provision of these Terms is found unenforceable, the rest remains in effect, and the unenforceable provision will be modified to the minimum extent needed to make it enforceable. Arc Compute's failure to enforce any provision is not a waiver of its right to do so later. Notices to Arc Compute should be sent to sales@arccompute.io. The relationship between the parties is that of independent contractors.
If Customer is a California resident, under California Civil Code Section 1789.3, Customer may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.
These Terms, together with any accepted Quote, invoice, or order documentation, constitute the entire agreement between the parties regarding the purchase of goods or services from Arc Compute, and supersede any prior or conflicting terms, including any terms in a Customer purchase order. Where a signed agreement between the parties conflicts with these Terms, the signed agreement controls.
If you have questions about these Terms, contact us at sales@arccompute.io or write to 2666680 Ontario Inc. (doing business as Arc Compute), 31 Scarsdale Rd, Unit 4, North York, ON M3B 2R2, Canada.