You must read these Terms carefully:
- ACCEPTANCE OF TERMS
ARInspect INC. (“ARInspect“) PROVIDES ARINSPECT SERVICES TO YOU, YOUR EMPLOYEES, AGENTS, CUSTOMERS, AND CONTRACTORS, AND ANY OTHER ENTITY ON WHOSE BEHALF YOU ACCEPT THESE TERMS (COLLECTIVELY “YOU”, or “YOUR”), SUBJECT TO THESE TERMS. THESE TERMS ARE ENTERED INTO BY AND BETWEEN ARINSPECT AND YOU, AND YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS BY USING AND ACCESSING ARINSPECT SERVICES. These Terms constitute the entire and only agreement between ARInspect and you, and supersedes all prior or contemporaneous agreements, representation, warranties and understandings with respect to ARInspect Services, products or services provided by or through ARInspect, and the subject matter of these Terms.
- YOUR OBLIGATIONS AND CONDUCT
- Legal Status.
If you are an individual, you may only use the ARInspect Services if you have the power to form a contract with ARInspect. If you do not have the power to form a contract, you may not use the ARInspect Services. If you are not an individual, you warrant that you are validly formed and existing under the laws of your jurisdiction of formation, that you have full power and authority to enter into these Terms, and that you have duly authorized your agent to bind you to these Terms.
- Legal Compliance.
You represent and warrant that you will comply with all laws and regulations applicable to your use of ARInspect Services.
- Your Responsibilities
- In consideration for your use of ARInspect Services, you agree to (a) provide accurate, current, and complete information about you as may be prompted by an input form on ARInspect Services (“Registration Data”); (b) maintain the security of your password and identification (if applicable). You, and not ARInspect, are responsible for any activity occurring in your account (other than the activity ARInspect is directly responsible for which is not performed in accordance with your instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify ARInspect immediately; (c) maintain and promptly update the Registration Data, and any information you provide to ARInspect, to keep it accurate, current and complete; and (d) you have the sole responsibility for adequate protection and backup of data and/or equipment used in connection with ARInspect Services. To the extent permitted by applicable law, ARInspect will not be liable for any failure to store, or for loss or corruption of your Content.
- You are entirely responsible for all information that you upload, post or otherwise transmit via ARInspect Services that: (a) is inaccurate, harmful, defamatory, racist, violent, offensive, or otherwise objectionable to ARInspect or other users of ARInspect Services; (b) includes unauthorized disclosure of personal information; (c) violates or infringes anyone’s intellectual property rights; or (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. ARInspect reserves the right to edit or remove any information that violates these Terms.
- You acknowledge that, in order to ensure compliance with legal obligations, ARInspect may be required to review certain Content (as defined below) submitted to the ARInspect Services to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). We may also modify, prevent access to, delete, or refuse to display content that we believe violates the law or these Terms. However, ARInspect otherwise has no obligation to monitor or review any content submitted to the ARInspect Services.
- You agree that you will not use ARInspect Services to:
- purchase, use or access the ARInspect Services for the purpose of building a competitive product or service or for any other competitive purposes;
- misuse ARInspect Services by interfering with their normal operation, or attempting to access them using a method other than through interfaces and instructions that we provide;
- to circumvent or attempt to circumvent any limitations that ARInspect imposes on your account (such as by registering a new account that we have closed for a Terms violation);
- to probe, scan or test the vulnerability of any ARInspect system or network, unless authorized by ARInspect in writing;
- deny others access to, or reverse engineer, ARInspect Services, or attempt to do so;
- transmit any viruses, malware, or other types of malicious software, or links to such software, through ARInspect Services;
- use ARInspect Services to infringe the intellectual property rights of others, or to commit an unlawful activity;
- resell or lease ARInspect Services, unless authorized by ARInspect in writing;
- register accounts by “bots” or other automated methods;
- pretend to be ARInspect or some else;
- misrepresent your affiliation with a person or entity; or
- engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law.
- You may obtain direct access via the ARInspect Services to certain confidential information of ARInspect, its affiliates, subsidiaries and third-party providers, including without limitation technical, contractual, product, program, pricing, marketing and other valuable information that should reasonably be understood as confidential (“ARInspect Confidential Information”). You must hold Confidential Information in strict confidence. Title to ARInspect Confidential
Information remains with ARInspect and its affiliates and subsidiaries.
- Upon termination of the Terms or ARInspect’s written request, you must cease use of ARInspect Confidential Information and return or destroy it.
- The Terms impose no obligation upon you with respect to ARInspect Confidential Information that you can establish by legally sufficient evidence: (a) you possessed prior to your receipt from ARInspect, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by you, or otherwise without violation of the Terms; (c) you obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (d) you independently developed without the use of Confidential Information and without the participation of individuals who have had access to it, or (e) in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either party under these Terms and as disclosed after prior notice to ARInspect adequate to afford ARInspect the opportunity to object to the disclosure.
- In the course of using the ARInspect Services, you may submit content to ARInspect (including your personal data and the personal data of others) or third parties may submit content to you through the ARInspect Services (all of the above will be referred to as your “Content”). ARInspect will treat your Content as confidential information and only use and disclose it in accordance with these Terms. However, your Content is not regarded as confidential information if such Content: (a) is or becomes public (other than through breach of these Terms by ARInspect); (b) was lawfully known to ARInspect before receiving it from you; (c) is received by ARInspect from a third party without knowledge of breach of any obligation owed to you; (d) is shared in the context of your account being migrated to an organization’s account, if your account is registered using a work email address within that organization; or (e) was independently developed by ARInspect without reference to your Content. ARInspect may disclose your Content when required by law or legal process, but only after ARInspect, if permitted by law, uses commercially reasonable efforts to notify you to give you the opportunity to challenge the requirement to disclose.
- Upon termination of the Terms or your written request, ARInspect will cease use of your confidential information and return or destroy it.
- INTELLECTUAL PROPERTY RIGHTS.
- ARInspect IP
- Subject to your compliance with these Terms and solely for as long as you are permitted by us to access and use the ARInspect Services, ARInspect grants you a limited, non-transferable, non-exclusive, revocable right and license to access and use the ARInspect Services for your internal business purposes, non-commercial purposes, a right which may not be assigned or sublicensed to anyone. This license includes the right to view the Analysis (defined below) available on the ARInspect Services and the right to download a copy of the reports for your internal business purposes and non-commercial use only, provided you keep intact all copyright and other proprietary notices. This license will remain in effect unless and until you violate these Terms, or this license is terminated by you or ARInspect. Except as expressly authorized by ARInspect or by ARInspect’s service providers, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the ARInspect Confidential Information, ARInspect Services, or Content of others, in whole or in part by any means. You must not modify, decompile, or reverse engineer any software ARInspect discloses to you, and you must not remove or modify any copyright or trademark notice, or other notice of ownership. For the purposes of these Terms “Analysis” means information, interfaces, utilities, forms, documentation, content, tools, features, text, graphic, images, data, or any other materials posted, generated, provided, or otherwise made available through ARInspect Services or ARInspect website.
- “ARInspect Trademarks” means all names, marks, brands, logos, designs, trade dress, slogans and other designations ARInspect uses in connection with its products and services. You agree to comply with the ARInspect Trademark requirements. You may not remove or alter any ARInspect Trademarks, or co-brand your own products or material with ARInspect Trademarks, without ARInspect’s prior written consent. You acknowledge ARInspect’s rights in ARInspect Trademarks and agree that any use of ARInspect Trademarks by you shall inure to ARInspect’s sole benefit. You agree not to incorporate any ARInspect Trademarks into your trademarks, service marks, company names, internet addresses, domain names, or any other similar designations, for use on or in connection with computer or internet-related products, services or technologies.
- Neither these Terms nor your use of ARInspect Services grants you ownership on the ARInspect Services or the content you access through ARInspect Services (other than your Content). Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. Permission is granted to display, copy, distribute and download content owned by ARInspect provided that: (a) the copyright notice pertaining to the ARInspect Services or the content you access through ARInspect Services remains, and a permission notice (e.g., “Used with permission”) is added to such ARInspect Services or the content you access through ARInspect Services; (b) the use of ARInspect Services or the content you access through ARInspect Services is solely for personal and non-commercial use; (c) such ARInspect Services or the content you access through ARInspect Services will not be copied or posted on any networked computer or published in any medium, except as explicitly permitted by valid permission or license covering such materials; and (d) no modifications are made to such ARInspect Services or the content you access through ARInspect Services. This permission terminates automatically without notice if you breach any of the terms or conditions in this Section 4.1.3.
- Your Content
ARInspect will store and process your Content in a manner consistent with industry security standards. ARInspect has implemented appropriate technical, organizational, and administrative systems, policies, and procedure designed to help ensure the security, integrity, and confidentiality of your Content and to mitigate the risk of unauthorized access to or use of your Content. If ARInspect becomes aware of any unauthorized or unlawful access to, or acquisition, alteration, use, disclosure, or destruction of personal data related to your account (“Security Incident”), ARInspect will take reasonable steps to notify you without undue delay, but in any event within 72 hours of becoming aware of the Security Incident. ARInspect will also reasonably cooperate with you with respect to any investigations relating to a Security Incident with preparing any required notices, and provide any other information reasonably requested by you in relation to any Security Incident, where such information is not already available to you in your account or online through updates provided by ARInspect.
- You Retain Ownership of Your Content.
You retain ownership of all of your intellectual property rights in your Content. ARInspect does not claim ownership over any of your Content. These Terms do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the ARInspect Services, and as otherwise described in these Terms.
- Limited License to use your Content.
You grant ARInspect a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit your Content, but only for the limited purposes of providing the ARInspect Services to you. This license also extends to any trusted third parties we work with to the extent necessary to provide the ARInspect Services to you. If you provide ARInspect with feedback about the ARInspect Services, we may use your feedback without any obligation to you.
- Customer Lists.
ARInspect may identify you (by name and logo) as a ARInspect Services and/or ARInspect customer on ARInspect and/or its affiliates and subsidiaries’ website and on other promotional materials.
- DISCLAIMER OF WARRANTIES.
- While it is in ARInspect’s interest to provide you with a great experience while using ARInspect Services, there are certain things we do not promise about them. YOUR USE OF THE ARINSPECT SERVICES IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. ARINSPECT SERVICES, INCLUDING THE INFORMATION, IS PROVIDED ON AN “AS IS” “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. ARINSPECT DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. ARINSPECT MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ARINSPECT SERVICES.
- ARINSPECT MAKES NO WARRANTY OR REPRESENTATION THAT: (a) THE ARINSPECT SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE ARINSPECT SERVICES WILL BE ACCURATE OR RELIABLE; OR (c) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL OBTAINED FROM ARINSPECT SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS.
- YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY CONTENT FROM ARINSPECT SERVICES, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.
- LIMITATION OF LIABILITY.
TO THE FULL EXTENT PERMITTED BY LAW, ARINSPECT IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH DXBLUEPRINT SERVICES, EVEN IF ARINSPECT HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE THE ARINSPECT SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE ARINSPECT SERVICES; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON ARINSPECT SERVICES, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (d) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE.
- Third Party Links and Content.
There may be links on the ARInspect Services that let you access a third-party linked content, or leave the particular ARInspect Service you’re accessing into order to access a linked site that is operated by a third-party. ARInspect neither controls nor endorses those sites, nor has ARInspect reviewed or approved the content that appears on them. ARInspect is not responsible for the legality, accuracy or inappropriate nature of any content, advertising, products, or other materials on or available from any such third-party sites. You acknowledge and agree that ARInspect is not responsible or liable, directly or indirectly, for any damages or loss caused or alleged to be caused by or in connection with the access or use of any of the links, content, goods, or services available through these third party sites.
You agree to indemnify and hold ARInspect and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, suppliers, alliance members, other partners, employees and representatives harmless from any claim or demand, including settlement costs and reasonable attorneys’ fees, made by any third party due to or arising out of your Content, your use of or connection to the ARInspect Services (including any use by you on behalf of your employer), your violation of the Terms, or your violation of any rights of another.
- NOTICES; MODIFICATION AND TERMINATION OF SERVICES; AMENDMENT OF TERMS.
ARInspect may provide notice to you via email, regular mail, or posting notices or links to notices on ARInspect’s website. ARInspect reserves the right at any time to modify, suspend or terminate the ARInspect Services (or any part thereof), and/or your use of or access to them, with or without notice. ARInspect may also delete, or bar access to or use of, all related Information and files. ARInspect will not be liable to you or any third party for any modification, suspension, or termination of the ARInspect Services, or loss of related information. ARInspect may amend these Terms at any time by posting the amended terms on ARInspect’s website.
- GENERAL TERMS.
- Certain Remedies.
You agree that any material breach of Sections 2, 3, 4, and 8 of the Terms will result in irreparable harm to ARInspect for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, ARInspect will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if ARInspect seeks such an injunction.
- Governing Law.
The laws of Commonwealth of Virginia and controlling U.S. federal law govern any action related to the Terms and/or your use of ARInspect Services. Choice of law rules of any jurisdiction and the United Nations Convention on Contracts for the International Sale of Goods will not apply to any dispute under the Terms. You and ARInspect agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Fairfax, Virginia.
Notices under these Terms must be in writing sent to ARInspect at Attn: Legal Team, P.O. Box: 418, Fairfax, VA 22038, with an electronic copy sent via email at firstname.lastname@example.org or to you at the address associated with your Account, via (1) personal delivery, (2) overnight courier service with signature required, or (3) first class U.S. mail with postage paid, return receipt requested. Notices sent in writing are deemed received when actually delivered. Notices via e-mail are deemed received on the transmission date of the e-mail.
Rights and obligations under the Terms which by their nature should survive will remain in full effect after termination or expiration of these Terms.
You may not assign these Terms without ARInspect’s prior written consent, which may be withheld in ARInspect’s sole discretion. ARInspect may assign these Terms at any time without notice to you.
- Independent Contractors.
The relationship between you and ARInspect is that of independent contractors, and not legal partners, employees or agents of each other.
- No Waiver.
A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.
If any provision of these Terms is determined to be unenforceable by a court of a competent jurisdiction, that provision will be severed, and remainder of Terms will remain in full effect.
- Third Party Beneficiaries.
There are no third-party beneficiaries.