These terms of service ("Agreement") govern your use of the Services. By clicking the word "AGREE" at the end of this Agreement, or by signing an Order Form which references this Agreement, you agree to this Agreement in its entirety on the commencement date ("Commencement Date").
Subject to the Subscription Allocation for the applicable Application(s), Arvion grants you a non-exclusive, non-transferable, non-assignable, non-sublicensable right to: (a) access and use (and to permit your Users to access and use) the Services, Support, and Documentation during the Term solely for the Permitted Purpose; and (b) use the Service Data for software development and security enhancement purposes in conjunction with the Protected Asset, subject to Section 10.3(a) (Effects of Termination).
You shall not: (a) use the Services in connection with any Protected Asset that is not owned by you or your Affiliates, or that you do not have a right to access or use; (b) upload or input to the Services: (i) any Virus; or, (ii) any illegal material or infringing content to any third-party Intellectual Property Right; (c) upload any sensitive data or regulated data (except pursuant to the Privacy Policy with respect to non-sensitive Personal Data), such as health or financial information; (d) license, sell, rent, lease, distribute, display, commercially exploit, or make the Services available to any third party; (e) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services; (f) reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form, all or any part of the Services; (g) circumvent or disable any security or other technological features of the Services; (h) perform any actions that would interfere with the Services or Arvion's other customers’ access; (i) use the Services to perform any benchmarking activities on the Applications or any third-party applications; (j) use the Services to provide business process outsourcing services to third parties (e.g., as a service bureau); (k) remove any proprietary notices or labels from the Services; (l) use the Services and/or Documentation other than in accordance with this Agreement; (m) use or input any data into the Services in breach of: (i) applicable law; or, (ii) license terms or other contractual obligations owing to a third party; (n) access or use the Services if you are a competitor of Arvion, or for competitive purposes with Arvion; or, (o) access or use the Services from any country or region subject to a comprehensive U.S. embargo. A breach of any of the foregoing restrictions is deemed to be a material breach of this Agreement.
Arvion shall, subject to the terms of this Agreement: (a) grant you access to the Services; and (b) provide the level of Support set out on the applicable Order Form.
Arvion will make commercially reasonable efforts to ensure that the Services perform substantially in accordance with the Documentation and that all Support will be performed with reasonable skill and care ("Performance Warranty"). If the Services do not conform with the foregoingPerformance Warranty, Arvion will, at its expense, use reasonable efforts to promptly correct any such non-conformance. Such correction constitutes your sole and exclusive remedy for any breach of the Performance Warranty, provided that should Arvion fail to cure such non-conformity, you shall be permitted to terminate the applicable Services in accordance with Section 10.2(a) (Termination) and receive a refund of any pre-paid Subscription Fees for such Services not delivered as of the date of termination.
You acknowledge and agree that: (a) the Performance Warranty does not apply to the extent of any non-conformance which is caused by use of the Services by you that is not in accordance with the Documentation; (b) the Services will evolve over time and that functionality may be added and removed from time to time in Arvion's sole discretion; (c) your use of the Services may not be uninterrupted or error-free; (d) you are solely responsible for reviewing, testing, and validating all the Service Data before implementation. Arvion specifically does not represent or warrant that: (aa) the Services will meet your requirements or will be fit for your particular purpose; (ab) the Services will be able to find and remediate all vulnerabilities in all code, configurations or dependencies included in, applicable to, or used by the Protected Asset; (ac) Arvion will be able to provide a complete fix for all vulnerabilities; or (ad) the accuracy, completeness or reliability of the Service Data. Arvion will not be liable to you for any 'false positive' or 'false negative' vulnerabilities incorrectly identified by the Services or for any damage or loss arising from an automated fix deployed by the Services.
To the extent that Arvion processes Personal Data on your behalf (as a data processor or sub-processor), as defined under applicable data protection laws when performing its obligations under this Agreement, the Privacy Policy (the "Privacy Policy") displayed at https://arvion.ai/policies/privacypolicy/ will apply and form part of this Agreement.
As between the parties, all right, title, and interest in and to the Services, Service Data, Documentation, AI Models, and Usage Data, including all Intellectual Property Rights therein, are and will remain, with Arvion and/or its licensors. You have no right, license, or authorization with respect to any of the Services except as expressly set out in this Agreement.
As between the parties, you are and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data and Protected Assets, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 5.3 (Grant of Rights to Arvion).
You hereby grant all such rights and permissions in or relating to Customer Data and the Protected Asset as are necessary to enable Arvion to perform the Services and otherwise exercise its rights and obligations hereunder. All written or oral comments, ideas and suggestions made by you (or your Users) to Arvion regarding the Services, Support, or Beta Services (including regarding AI model performance, functionality, accuracy, consistency, and ease of use of the same) ("Feedback") may be freely utilized by Arvion without attribution or compensation of any kind to you. You hereby irrevocably transfer and assign to Arvion all Intellectual Property Rights embodied in, or arising in connection with, such Feedback.
You agree to pay the Subscription Fees (if any) due for the duration of the Term. Arvion verifies its customers' use of the Services from time to time to ensure compliance with the Subscription Allocation. In the event such verification reveals that your use of the Services exceeds the Subscription Allocation, you must reduce your usage of the Services to the amounts set out in the Subscription Allocation within 30 days of becoming aware of the overage, failing which, Arvion (or its Channel Partner, where applicable) may invoice you for the associated additional Subscription Fees at its then current rates for the remainder of the then-current Term.
Each party ("Recipient") will be given access to Confidential Information from the other party ("Discloser") to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that: (a) is or becomes publicly known other than through any act or omission of the Recipient; (b) was in the Recipient's lawful possession before the disclosure; (c) is lawfully disclosed to the Recipient by a third party without restriction on disclosure; or, (d) is independently developed by the Recipient without reference to, or reliance on, the Confidential Information of the Discloser, which independent development can be shown by written evidence. Your Confidential Information includes Customer Data. Arvion's Confidential Information includes the Services, Service Data, AI Models, product roadmaps, pricing, and the results of any performance tests of the Services. The terms of this Agreement are confidential to both parties.
You shall defend and indemnify Arvion, its Affiliates, and each of its and their officers, directors, employees, consultants, agents, successors and assigns from and against all Losses incurred from a third-party claim arising out of your: (a) fraud, gross negligence, or wilful misconduct; or, (b) breach of Section 2 (Restrictions on Use).
Arvion shall defend and indemnify you, your Affiliates, and each of your and their officers, directors, employees, consultants, agents, successors and permitted assigns, from and against all Losses incurred from a third-party claim that the Services infringe such third party's Intellectual Property Rights.
EXCLUSIONS FROM LIABILITY, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT: (A) ARVION SHALL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN ANY INFORMATION, INSTRUCTIONS OR SCRIPTS PROVIDED TO ARVION BY YOU IN CONNECTION WITH THE SERVICES, OR ANY ACTIONS TAKEN BY ARVION AT YOUR DIRECTION; (B) ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND ALL OTHER TERMS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED BY STATUTE OR COMMON LAW ARE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCLUDED FROM THIS AGREEMENT; AND, (D) THE SERVICES ARE PROVIDED TO YOU ON AN "AS IS" BASIS.
The term of this Agreement is determined by whether you subscribe to an Evaluation, or a paid version of the Services. In each case, this Agreement shall commence on the Commencement Date and endure for the duration set out in (a) or (b) below:
Without affecting any other right or remedy available to it, including (but not limited to) the rights in Section 10.1, either party may terminate this Agreement, an Order Form with immediate effect by giving written notice to the other party if: (a) the other party commits a material breach of any other term of this Agreement which breach is irremediable or, if such breach is remediable, the breaching party fails to remedy that breach within a period of 30 days after being notified in writing to do; (b) the other party ceases to function as a going concern or to conduct operations in the normal course of business; or, (c) the other party has a petition filed by or against it under any bankruptcy or insolvency laws which petition has not been dismissed or set aside within sixty (60) days of filing. Arvion may additionally terminate this Agreement upon written notice to you if: (i) you fail to pay any amount due under this Agreement on the due date for payment and remain in default not less than 10 Business Days after being notified in writing to make such payment (though termination does not relieve you of your payment obligation); or (ii) the Channel Partner (if any) fails to pay any amounts due to Arvion with respect to your subscription to the Services. You acknowledge and agree that Arvion shall have no liability of any kind with respect to any such termination, and your sole recourse with respect to any such termination shall be against the Channel Partner.
On termination or expiry of this Agreement and/or an applicable Order Form for any reason:
Headings are for reference only and do not affect the interpretation of this Agreement. Capitalized terms have the meanings indicated in this Agreement unless the context otherwise requires, which meaning will be equally applicable to both the singular and plural forms of such terms. The words "include," "includes," and "including" are deemed to be followed by the words "without limitation".
Arvion shall have no liability to you under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Arvion or any other party), epidemic, pandemic, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.
Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.
If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable, or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Arvion may periodically update the terms of this Agreement. If you have an active Arvion account, Arvion will notify you of updates via an email or a notification through the Services. Unless the notice states otherwise, the updated terms of this Agreement will become effective and binding 30 calendar days after it is posted, and you can find archived recent versions of the terms at [https://arvion.ai/policies/terms-archive/]. In the event that you have subscribed to a paid version of the Services and reasonably object to any update to the terms of this Agreement, the parties may discuss in good faith with a view to achieving a commercially reasonable resolution. If no such resolution can be reached within 30 calendar days of Arvion's receipt of the objection, Arvion will either not implement the update (or any part of the update which forms the subject of the objection) with respect to your use of the Services, or permit you to terminate this Agreement (and any applicable Order Form) without liability to either party. If this Agreement is terminated pursuant to this Section 11.6, Arvion will refund (or cause its Channel Partner to refund, where applicable) any pre-paid Subscription Fees (if any) for such Services not delivered as of the date of termination. If you continue to use the Services after the update becomes effective, you acknowledge that you will be deemed to have agreed to (and will be bound by) the updated terms. No other amendment or modification of this Agreement, including by you or, where applicable, by any Channel Partner, shall be effective unless it is in writing and signed by an authorized representative of each party.
This Agreement, and any Order Forms, exhibits, schedules, attachments, and appendices referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between the parties relating to the subject matter they cover. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement. No terms included in any purchase order or other ordering document, or any vendor invoicing service or similar platform or portal, maintained by or on your behalf shall be binding or have any effect.
If your subscription to the Services is purchased through a Channel Partner, the Channel Partner (and not Arvion) is responsible for ensuring that the contents of any agreement between you and the Channel Partner, and the contents of any Order Form issued by the Channel Partner, are accurate and correct. In the event of a conflict between any provision in this Agreement and any provision in any agreement (or Order Form) between you and a Channel Partner, this Agreement will prevail to the extent of the conflict. The Channel Partner (if any) is not permitted to modify this Agreement, to make any warranties, representations, or undertakings on Arvion's behalf, or to bind Arvion to any obligations other than those set out in this Agreement. Arvion will, however, have the right to enforce this Agreement and any Order Form directly against you.
Neither party may assign or transfer this Agreement or any performance rights or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, no consent is required for: (a) either party to assign this Agreement in its entirety to an Affiliate or to a successor of all or substantially all its assets through merger, reorganization, consolidation, or acquisition, provided that the assigning party provides notice of the assignment to the other party; or (b) a Channel Partner (if any) to assign your Order Form to Arvion, in which event you will continue to be bound by this Agreement. No assignment shall relieve the assigning party of any of its obligations hereunder incurred prior to the assignment. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
Nothing in this Agreement is intended to or will operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express, or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
Any notice required to be given under this Agreement shall be in writing and sent by email to the other party's email address as set out in this Agreement (or such other email address as the other party may have notified in accordance with this Section 11.12). Arvion's email address for notices is: [email protected], provided that any notice of non-renewal referred to in Section 10.1(c) of this Agreement must be sent to: [email protected]. A notice sent by email shall be deemed to have been received at the time of transmission.
This Agreement will be governed by and construed in accordance with the law of the State of California, excluding its conflicts of laws rules and each party irrevocably agrees that the courts located in Santa Clara County, California shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.