Arc Compute Service Agreement

Please read the Term of Service carefully before using any Service. By continuing to use a Service, you accept and consent to the rights, obligations, and practices described in the Service agreement. 

This agreement is a legally binding agreement between you and Arc Compute, to which conditions precedent to offering you, or the other person or entity you represent, any Service, you expressly affirm the accuracy of each of the following statements:

1)   You are lawfully able to enter into contracts in both Canada and the jurisdiction in which you presently reside;

2)   You are authorized to enter into this agreement on your behalf or on behalf of another person or entity;

3)   You consent to the application of the laws of the Province of Ontario, Canada;

4)   You shall be responsible for ensuring the accuracy of your contact and billing addresses at all times;

5)   You consent to abide by the terms of service at all times.

Specific Terms 

·     Covered User: you, your representatives, your end users, and the end users of your representatives

·     TSP: Third Party Service Provider

ServiceOfferings 

1. License to the services.

For the term, and subject to the terms of service, Arc Compute grants you a limited, time-bound, revocable, non-exclusive, non-sublicensable, non-transferrable, non-assignable license to use the Services in furtherance of your business purposes.

2. AccountActivities.

TheServices are designed to serve as a tool or utility in which Covered Users have broad discretion to process covered user data. Accordingly, unless and to the extent that an event is caused by Arc Compute’s failure to provide the Service in accordance with its obligations expressly assumed under this agreement, you are solely responsible and liable for all activities that are affiliated or associated with your use of the Service, including without limitation: (i) the processing of all covered user data; (ii) any data processed by any covered user arising from or related to the Services; (iii) and any data displayed, disclosed, generated, and/or published arising from or related to a covered user’s use of the services.

3. Support. 

You have complimentary access to Arc Compute’s standard technical support (hereafter, “Support”), which consists of 24x7 telephone and online availability regarding the standard, as-is operations of any Service. You are directly responsible for providing support to all other Covered Users. Without limitation, Arc Compute does not offer or provide support: (i) for application-specific issues such as application configuration, CGI programming, web server, mail server, database configuration, or any other such issue; (ii) for issues related to the development, maintenance, operation, or other administration of Covered UserData; and/or (iii) to any End User Support. Arc Compute reserves the right to modify Support availability from time to time, and such changes will be effective ten (10) days after Notice. 

ArcCompute Commitments. 

2.1 Provision of Services.

Arc Compute will provide the Services in a professional and workmanlike manner. Arc Compute will provide remote access via SSH to the client for the requested resources, and guarantees a high speed connection. Arc Compute shall not have any proprietary rights to any data that is processed by covered users. 

2.2 Privacy.

Arc Compute complies with Canadian and international privacy laws which in part requires online service providers like Arc Compute to protect personal Data of Covered Users from disclosure, subject to actions that satisfy legal due process and your consent.

 2.3 Processing.

 Arc Compute will allow you to determine where and how you wish to Process Covered User Data, provided that all Covered Users comply with the Terms of Service. Arc Compute will Process Covered User Data in accordance with your instructions, pursuant to the Terms of Service.

2.4 Security.

Arc Compute will implement reasonable and appropriate measures to secure Covered User Data against accidental or unauthorized access, transmission, loss or disclosure.

Your Responsibilities

3.1 Use of Services.

You shall be responsible for all Data that is Processed by any Covered User and the otherwise use of the Services by a Covered User. 

3.2 Covered Users. 

You control all Processing of Covered User Data and in your discretion, may permit other Covered Users to access the Services, subject to and in compliance with the Terms of Service. The number and/or types of Covered Users may be limited if and to the extent specified in a Service Order. Unless otherwise expressly permitted in this agreement, you shall not, and shall ensure that no Covered Users (unless, and solely to the extent permitted by the terms of an applicable open source license): (i) modify, reverse engineer, decompile, disassemble, copy, distribute, sublicense, sell, resell, lease, create derivative works based on, or otherwise exploit all or any software-related portion of the Services; or (ii) appoint, authorize, or permit anyone to license, sublicense, or distribute the Services to any third party, or permit any unauthorized third party to access or use, all or any portion of the Services. At all times, you shall be responsible for ensuring that all Covered Users (i) comply with the Terms of Service and (ii) are notified of the existence, modification and/or amendment of the Terms ofService. 

3.3 Configuration of the Services.

You shall ensure that the Services are properly configured for your purposes and shall take reasonable steps for securing and protecting Covered User Data. Without limiting Arc Compute’s data security obligations hereunder, you shall ensure that your configuration of the Services contain appropriate and industry standard physical, administrative, and technical safeguards (including the use of firewalls, encryption, and other tools) to protect against breach, disclosure, or unauthorized access of Covered User Data and/or other Data that is Processed by any Covered User in connection with the Services, including without limitation any safeguards required by applicable data security and/or data privacy laws. You shall be responsible and liable for the activities of any individual or entity who gains access to Covered User Data or the Services as a result of your failure to comply with the obligations of this sub section. 

3.4 Third Party Tools and Content.

You shall be responsible for ensuring that all third party tools, content, and otherwise components added by you to any Service (collectively “Third Party Content”) shall conform to the Terms of Service. It is your sole responsibility to ensure that Third Party Content used by you is fit for your purposes. You acknowledge and agree that Arc Compute is not responsible for any Third Party Content Processed by any Covered User, and that the use of Third Party Content by any Covered User is at your sole and absolute risk. Arc Compute may, at our sole discretion, prohibit the use of any Third Party Content at any time. YOU ACKNOWLEDGE AND AGREE THAT WITH RESPECT TO THIRD PARTY CONTENT, ARC COMPUTE IS NOT PARTY TO ANY TRANSACTIONS BETWEEN YOU AND THE APPLICABLE TSP, AND THAT IN THE EVENT OF A DISPUTE BETWEEN YOU AND AN APPLICABLE TSP, YOU IRREVOCABLY RELEASE ARC COMPUTE FROM ANY AND ALL DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, REGULATORY, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIRD PARTY CONTENT.

Financial Obligations

 4.1 Fees and Payment.

Arc Compute shall invoice, and charge Fees on a monthly basis, in accordance with the payment schedule set out in section 4.2. By accessing, using, or allowing Covered Users to access or use the Account or any Services, you agree that Arc Compute is permitted to automatically charge the payment mechanism associated with the Account. Payment for all Fees are due within seven (7) days of invoicing and shall be paid to Arc Compute without setoff, counterclaim, deduction, or withholding. Failure to entirely pay all Fees on a timely basis will result in loss of access to the Account and Service interruption. In the event that you fail to entirely satisfy payment to Arc Compute within thirty (30) days of an invoice, you agree that Arc Compute may, at Arc Compute’s sole and absolute discretion, take any action Arc Compute deems necessary to recover payment, including, without limitation, the use of third party collection agencies. Late payments may result in the accrual of three (3%) percent interest per month (or the highest interest rate permitted by law if less). Without limiting any rights of your rights to receive credits, all Fees are non-cancelable and non-refundable. All Fees shall be priced, invoiced, and paid in US dollars.

4.2 Third Party Fees.

Arc Compute shall not be responsible for any bank fees, interest charges, overdraft charges or other fees resulting from your payment of an invoice. Currency exchange settlements will be based on agreements between you and your financial services provider.

4.3 Credits.

Prorated credits may be issued by Arc Compute to you in the event you retain any active Services and have submitted a credit request to Arc Compute due to (i) Arc Compute’s inability to satisfy the Terms of Service or (ii) your downgrade or cancellation of a pre-paid Service. Credit requests can be submitted via info@arccompute.io, and all credits shall be applied strictly against the monthly payment due for the payment period in which the credits were earned.

4.4 Refunds.

Prorated refunds may be issued by Arc Compute to you in the event you cease to retain active Services, provided that (i) you submit a refund request via info@arccompute.io and (ii) only payments made within one hundred eighty (180) days of a properly submitted cancellation form shall be eligible for a refund. In addition to the foregoing, all refunds shall be (i) subject to a five ($5.00) dollar service charge and (ii) issued to the payment method in which the corresponding payment was received by Arc Compute from you. In the event an originating payment mechanism is not valid or expired at the time of a refund request, Arc Compute is only able to issue a refund, if any, to the financial institution responsible for the originating payment mechanism. 

Intellectual Property

5.1 Reservation of Rights.

As between the Parties, Arc Compute retains all right, title, and interest in and to the Arc Compute technology, Confidential Information, Intellectual Property, Proprietary Information, and all modifications, alterations, derivative works, and enhancements thereto and all Arc Compute Intellectual Property Rights contained therein. 

5.2 Ownership Rights.

All Intellectual Property and related material, comprising of anything outside of the virtual machine(s) provided to the client shall be the sole property of Arc Compute. Any content, software or otherwise, within the virtual machine(s) provided to the client shall remain property of the client. The use of Arc Compute Intellectual Property by a Covered User shall be strictly limited to the Term for the Services arising out of or relating to the Terms of Service, and shall not be used by any Covered User for any other reason. You shall be responsible for any and all damages resulting from the unauthorized use of Arc Compute Intellectual Property. 

Term and Termination

6.1 Continuation.

This Agreement shall commence on the Effective Date  and continue until this agreement is terminated in accordance with the provisions herein.

6.2 Termination.

Either Party may terminate this Agreement upon written notice if the other Party breaches any material provision of the Terms ofService and fails, within thirty (30) days after receipt of Notice to correct the breach. Termination of this Agreement shall result in automatic corresponding termination of all Service Orders then in effect. Either Party may terminate this Agreement in writing at any point when there is no Service Order then in effect. In addition, (i) Arc Compute may terminate this Agreement for Arc Compute’s convenience at any time after thirty (30) day written notice without liability to any Covered Users and (ii) you may terminate this Agreement for its convenience upon full and final payment of all outstanding Fees.