TERMS OF SERVICE
Last Modified: September 26, 2023
These Terms of Service (these “Terms
”) describe the terms and conditions by which you may access and/or use the websites available at https://www.arcanium.vc/
, and any other subdomains of https://arcanium.vc (including any successor URLs, the “Sites
”), and any and all related software, documentation, and online, mobile-enabled, and/or digital services (collectively, including the Sites, the “Service
”) provided by Arcanium Ventures Inc. (including its successors and assigns, “Arcanium
,” or “us
”). These Terms apply to providers of Consultations (“Mentors
”), consumers of Consultations (“Client
”), and to all others who access the Service (collectively, including Mentors and Clients, “Users
,” and, as applicable to you, “you
” or “your
”). Notwithstanding anything to the contrary herein, these Terms apply to you whether or not you are a registered user of the Service. As used herein, a “Consultation
” means a virtual meeting that is facilitated via the Service. By accessing and/or using the Service, or by clicking a button or checking a box marked “I Agree” (or something similar), you (a) signify that you have read, understood, and agree to be bound by these Terms, which include any supplemental terms specific to your role as a Mentor (such terms, available here, as amended from time to time, the “Mentor Supplement
”) or a Client (such terms, available here, as amended from time to time, “Client Supplement
”), as the case may be, and (b) acknowledge that you have read and understood our Privacy Notice, as further described in Section 9.1. Each of the Mentor Supplement and Client Supplement is hereby incorporated by reference herein as if set forth in full in the body hereof. We reserve the right to modify these Terms, and we will provide notice of material changes as described below. Please read these terms carefully to ensure that you understand each provision. These terms contain a mandatory individual arbitration provision in Section 16.2 (the “Arbitration Agreement
”) and a class action/jury trial waiver provision in Section 16.3 (the “Class Action/Jury Trial Waiver
”) that require, unless you opt out pursuant to the instructions in the arbitration agreement, the exclusive use of final and binding arbitration on an individual basis to resolve disputes between you and us, including any claims that arose or were asserted before you agreed to these terms. To the fullest extent permitted by applicable law (as defined below), you expressly waive your right to seek relief in a court of law and to have a jury trial on your claims, as well as your right to participate as a plaintiff or class member in any class, collective, private attorney general, or representative action or proceeding.
How We Administer the Service
. This is a contract between you and Arcanium. You must read and agree to these Terms before using the Service. If you do not agree, you may not use the Service. You may use the Service only if you can form a legally binding contract with us, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations (“Applicable Law
”). Without limiting the generality of the foregoing, any access to, or use of, the Service by anyone who is a minor (which is under the age of 18 in most jurisdictions) in any applicable jurisdiction (a “Minor
”) is strictly prohibited and in violation of these Terms, unless such access and/or use is supervised by a parent or legal guardian (“Parent
”) who: (a) has read and understands these Terms; (b) approves all rights granted, and all obligations undertaken, by the Minor hereunder; and (c) agrees to be bound by these Terms. If you are a Parent of a User who is a Minor, then, by allowing such Minor to access and/or use the Service, you are subject to these Terms and responsible for such Minor’s activity on the Service. With respect to the Parent of a User who is a Minor, “you,” as used in these Terms in the context of a license grant, assignment, restriction, obligation, acknowledgment, representation, warranty, or covenant, or in any similar context, means “the Parent, on behalf of the Parent and the Minor,” and “your” has the corresponding meaning. The Service is not available to any Users we previously removed from the Service. Please refer to the Mentor Supplement or Client Supplement (as applicable) for additional eligibility criteria.
Your User Account.
Your account on the Service (your “User Account
”) gives you access to certain services and functionalities that we may, in our sole discretion, establish and maintain as part of the Service from time to time. You acknowledge that, notwithstanding anything to the contrary herein, you do not own your User Account, nor do you possess any rights to data stored by or on behalf of Arcanium on the servers running the Service. We may maintain different types of User Accounts for different types of Users.Organizational Accounts.
Certain individuals may access and/or use the Service on behalf of a company or other entity, such as an employer (such entity, an “Organization
”). In such cases, notwithstanding anything to the contrary herein: (i) these Terms are an agreement between (A) us and each such individual and (B) us and that Organization; (ii) “you,” as used in these Terms in the context of a license grant, assignment, restriction, obligation, acknowledgment, representation, warranty, or covenant, or in any similar context, means (A) each such individual and
(B) “the Organization, on behalf of itself, and on behalf of or for the benefit of (as applicable), the Organization’s employees, contractors, agents, and other representatives who are permitted by Arcanium to access and/or use the Service (collectively, “Org Users
”)”; and “your” has the corresponding meanings; (iii) the individual accepting these Terms represents and warrants to having the authority to bind that Organization to these Terms (and, in the absence of such authority, such individual may not access, nor use, the Service), and such individual’s acceptance of these Terms will bind that Organization to these Terms; (iv) we may disclose information regarding each Org User and such Org User’s access to and use of the Service to that Organization; (v) any individual’s right to access and use the Service may be suspended or terminated (and the administration of the applicable User Account may be transferred) if such individual ceases to be associated with, or ceases to use an email address associated with or provisioned by, that Organization; (vi) that Organization will make all Org Users aware of these Terms’ provisions, as applicable to such Org Users, and will cause each Org User to comply with such provisions; and (vii) that Organization will be solely responsible and liable for all acts and omissions of the Org Users, and any act or omission by any Org User that would constitute a breach of these Terms had it been taken by that Organization will be deemed a breach of these Terms by that Organization. Without limiting the generality of the foregoing, if an individual opens a User Account using an email address associated with or provisioned by an Organization, or if an Organization pays fees due in connection with such individual’s access to or use of the Service (or reimburses such individual for payment of such fees), then we may, in our sole discretion, deem such individual to be accessing and using the Service on behalf of that Organization.Connecting Via Third-Party Services.
By connecting to the Service via a third-party service, you give us permission to access and use your information from that service, as permitted by that service, and to store your log-in credentials and/or access tokens for that service.Account Security.
You may never use another User’s User Account without such User’s permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account (subject to Section 1.2(b)(vii)), you will keep your User Account password(s) and/or any other authentication credentials secure, and you will not share your password(s) and/or any other authentication credentials with any unauthorized third party. We encourage you to use “strong” passwords (passwords that use a combination of upper- and lower-case letters, numbers, and symbols) to protect your User Account. Org Users with certain administrator-level access to your User Account can modify your User Account settings, access, and billing information. We will not be liable for, and expressly disclaim liability for, any losses caused by any unauthorized use of your User Account and/or any changes to your User Account, including, without limitation, changes made by any Org User with administrator-level access to your User Account. You will notify us immediately of any breach of security or unauthorized use of your User Account.
Changes, Suspension, and Termination
. You may de-activate your User Account at any time. We may, with or without prior notice, change the Service, stop providing the Service or features of the Service to you or to Users generally, or create usage limits for the Service. We may, with or without prior notice, permanently terminate or temporarily suspend your access to your User Account and/or the Service without liability, with or without cause, and for any or no reason, including if, in our sole determination, you violate any provision of these Terms. Upon their termination for any reason or no reason, you continue to be bound by these Terms.Access to the Service; Service Restrictions
Access to the Service
. Subject to your compliance with these Terms and any documentation we may make available to you, you are hereby granted a non-exclusive, limited, non-transferable, and freely revocable right to access and use the Service, solely for your personal use or internal business purposes, as applicable, strictly as permitted by the features of the Service. We reserve all rights not expressly granted herein in and to the Service. Notwithstanding anything to the contrary herein, certain portions of the Service may be available only during the Subscription Term(s) (as defined, and further described, in the Client Supplement).
Restrictions and Acceptable Use
. Except to the extent a restriction is prohibited by Applicable Law, you will not do, and will not assist, permit, or enable any third party to do, any of the following:disassemble, reverse engineer, decode, or decompile any part of the Service;use any robot, spider, scraper, off-line reader, data mining tool, data gathering or extraction tool, or any other automated means to access the Service in a manner that sends more request messages to the servers running the Service than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Arcanium grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Service for the sole purpose of, and solely to the extent necessary for, creating publicly available searchable indices of, but not caches or archives of, such materials);use any content available on or via the Service (including any caption information, keywords, or other metadata) for any machine learning and/or artificial intelligence training or development purposes, or for any technologies designed or intended for the identification of natural persons;copy, rent, lease, sell, loan, transfer, assign, license or purport to sublicense, resell, distribute, modify, alter, or create derivative works of any part of the Service or any of the Arcanium Intellectual Property (as defined below), including, without limitation by any automated or non-automated “scraping”;use the Service in any manner that impacts (i) the stability of the servers running the Service, (ii) the operation or performance of the Service or any User’s use of the Service, or (iii) the behavior of other applications that use the Service;take any action that imposes, or may impose (as determined by us, in our sole discretion), an unreasonable or disproportionately large load on our infrastructure;use the Service in any manner or for any purpose that (i) violates, or promotes the violation of, any Applicable Law, contractual obligation, or right of any person, including, but not limited to, Intellectual Property Rights (as defined below), privacy rights, and/or rights of personality, (ii) is fraudulent, false, deceptive, or defamatory, (iii) promotes hatred, violence, or harm against any individual or group, or (iv) otherwise may be harmful or objectionable (in our sole discretion) to us or to our providers, our suppliers, Users, or any other third party;use or display the Service in competition with us, to develop competing products or services, for benchmarking or competitive analysis of the Service, or otherwise to our detriment or disadvantage;access any content available on or via the Service through any technology or means other than those provided by the Service or authorized by us;bypass the measures we may use to prevent or restrict access to the Service, including, without limitation, features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service or any portion thereof;attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from, the servers running the Service;use the Service to transmit spam, chain letters, or other unsolicited email;use the Service for any commercial solicitation purposes;transmit invalid data, viruses, worms, or other software agents through the Service;impersonate another person or entity, misrepresent your affiliation with a person or entity, hide or attempt to hide your identity, or otherwise use the Service for any invasive or fraudulent purpose;collect or harvest any personal information, including Users’ names, from the Service; oridentify or refer to us or to the Service in a manner that could reasonably imply a relationship that involves endorsement, affiliation, or sponsorship between you (or a third party) and us without our prior express written consent.User Content
. The Service may allow Users to submit, post, display, provide, share, or otherwise make available on or via the Service content such as profile information, videos, images, music, comments, questions, reviews, and other content, data, and/or information (collectively, excluding Consultation Content, Usage Data, and Feedback (as each of those terms is defined below), “User Content
”). If you are an Org User, then we may, in our sole discretion, deem all of your User Content as belonging to the applicable Organization.
Rights to User Content
. We claim no ownership rights over User Content, and, as between you and us, all User Content that is submitted, posted, displayed, provided, shared, or otherwise made available on or via the Service by you is and will remain yours. However, you understand that, per the below license grant to other Users, certain functionalities of the Service may allow other Users to view, edit, share, and/or otherwise interact with your User Content. We have the right (but not the obligation) to remove any User Content, in our sole discretion. By submitting, posting, displaying, providing, sharing, or otherwise making available any User Content on or through the Service, you hereby expressly grant, and you represent and warrant that you have all rights necessary to grant, to Arcanium a fully paid, royalty-free, transferable, perpetual, irrevocable, non-exclusive, and worldwide license, with the right to grant and authorize sublicenses, to use, copy, reproduce, store, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and likeness as contained in your User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Service and Arcanium’s (and its subsidiaries’ and affiliates’) business, including, without limitation, for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels, and to perform such other actions as described in our Privacy Notice or as authorized by you in connection with your use of the Service. You also hereby grant each other User a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, display, edit, perform, and otherwise interact with such User Content, in each case in accordance with the Service’s functionalities and these Terms.
User Content Representations and Warranties
. In connection with your User Content, you affirm, represent, and warrant the following:you have the written consent of each and every identifiable natural person referred to or mentioned in the User Content, if any, to use such person’s name, voice, and likeness in the manner contemplated by the Service and these Terms, and each such person has released you from any liability that may arise in relation to such use; you have obtained, and are solely responsible for obtaining, all consents required by Applicable Law to post User Content relating to third parties; your User Content and our use thereof as contemplated by these Terms and the Service will not violate any Applicable Law or infringe any rights of any third party, including, but not limited to, any Intellectual Property Rights and privacy rights; your User Content does not and will not include any information or material that a governmental body deems to be sensitive or classified information, and your provision of User Content in connection with the Service is not violative of any confidentiality rights of any third party; we may exercise the rights to your User Content granted to us under these Terms without liability for payment of any guild or other fees, residuals, payments, or royalties payable under any collective bargaining agreement or otherwise; your User Content does not and will not include nudity or other sexually suggestive content; hate speech, threats, or direct attacks on an individual or group; content that is abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or invasive of another’s privacy; sexist or racially, ethnically, or otherwise discriminatory content; content that contains self-harm or excessive violence; fake or impostor profiles; illegal content or content in furtherance of harmful or illegal activities; malicious programs or code; any person’s personal information without such person’s consent; spam, machine-generated content, or unsolicited messages; and/or otherwise objectionable content; and to the best of your knowledge, all User Content and other information that you provide to us is and will be truthful and accurate.
. We take no responsibility and assume no liability for any User Content. You will be solely responsible for your User Content and the consequences of submitting, posting, displaying, providing, sharing, or otherwise making IT available on or through the Service, and you understand and acknowledge that we are acting only as a passive conduit for your online distribution and publication of your User Content. You understand and acknowledge that the service may expose you to content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you understand and acknowledge that we will not be liable for any damages you allege to incur as a result of or relating to any content accessed on or through the Service.
Our Intellectual Property
Intellectual Property Rights Definition
. For the purposes of these Terms, “Intellectual Property Rights
” means all patent rights, copyright rights, mask work rights, moral rights, rights of personality, trademark, trade dress and service mark rights, goodwill, trade secret rights, and any and all other intellectual property rights and proprietary rights as may now exist or hereafter come into existence, and all applications therefor and registrations, renewals, and extensions thereof, under Applicable Law.
Arcanium Intellectual Property
. You understand and acknowledge that we (or our licensors (including other Users), as applicable) own and will continue to own all rights (including Intellectual Property Rights), title, and interest in and to the Service, all materials and content displayed or otherwise made available on and/or through the Service (including, without limitation, images, text, graphics, illustrations, logos, photographs, audio, videos, music, and User Content belonging to other Users; but, excluding your User Content), and all software, algorithms, code, technology, and intellectual property underlying and/or included in or with the Service (collectively and individually, “Arcanium Intellectual Property
”). To the extent any ownership rights in or to the Arcanium Intellectual Property or any portion thereof vest in you, you hereby assign, and you represent and warrant that you have all rights necessary to assign, to us all rights (including Intellectual Property Rights), title, and interest in and to same. We reserve all rights not expressly granted herein in and to the Arcanium Intellectual Property and, except as may be explicitly provided herein, nothing in these Terms will be deemed to create a license in or to the Arcanium Intellectual Property Rights and you will not access, use, sell, license, rent, modify, distribute, copy, reproduce, transmit, display, perform, publish, adapt, edit, or create derivative works of any Arcanium Intellectual Property. Use of any Arcanium Intellectual Property for any purpose not expressly permitted by these Terms is strictly prohibited.
Consultation Recordings and Notes.
Without limiting the generality of Section 4.2, Arcanium Intellectual Property includes, to the extent permissible under Applicable Law, all video and audio recordings of Consultations as well as transcripts, notes, summaries, and insights generated from same (collectively, “Consultation Content
”). You will not share or disclose, in the scope of a Consultation, any personal, private, or sensitive information pertaining to any third party without the prior written consent of such third party. To the extent permitted by the features of the Service and/or required under Applicable Law, you may access Consultation Content, solely for your personal use or internal business purposes, as applicable. You will not record, screenshot, or otherwise capture any Consultation or any portion thereof, except to the extent permitted by the features of the Service. Unless otherwise agreed by Arcanium in writing, in advance, you will not use any tools other than those provided by the Service to conduct or participate in Consultations (or in any meetings meant to achieve the same purpose, or a purpose similar to that of, a Consultation). Arcanium reserves the right to remove any Consultation Content from the Service at any time, with or without prior notice, in its sole option and at its sole discretion.
We may collect, or you may provide to us, diagnostic, technical, usage, and/or related information, including information about your computers, mobile devices, systems, software, and access to and use of the Service (collectively, “Usage Data
”). All Usage Data is and will be, to the extent permissible under Applicable Law, owned solely and exclusively by us. To the extent any ownership rights in or to the Usage Data or any portion thereof vest in you, you hereby assign, and you represent and warrant that you have all rights necessary to assign, to us all rights (including Intellectual Property Rights), title, and interest in and to same. Accordingly, and without limiting the generality of Section 4.3 and the preceding sentences in this Section 4.4, we may use, maintain, and/or process the Consultation Content and the Usage Data or any portion thereof for any lawful purpose, including, without limitation: (a) to provide and maintain the Service; (b) to improve our products and services (including the Service), and to develop new products, services, and/or features; (c) to monitor your usage of the Service; (d) for research and analytics, including, without limitation, data analysis, identifying usage trends, and/or customer research; (e) to create analytics and other derived data and share same with third parties, solely in de-identified or aggregated form; and (f) to enable User-directed features, including the sharing of Consultation Content with third parties. The Service may contain technological measures designed to prevent unauthorized or illegal use of the Service; you understand and acknowledge that we may use these and other lawful measures to verify your compliance with these Terms and to enforce our rights, including Intellectual Property Rights, in and to the Service.Feedback
. To the extent you provide us any suggestions, recommendations, or other feedback relating to the Service or to any other Arcanium products or services (collectively, “Feedback
”), you hereby assign to us all rights (including Intellectual Property Rights), title, and interest in and to the Feedback. Accordingly, we are free to use the Feedback and any ideas, know-how, concepts, techniques, and/or other intellectual property contained in the Feedback, without providing any attribution or compensation to you or to any third party, for any purpose whatsoever, although we are not required to use any Feedback. Feedback is deemed our Confidential Information (as defined below). You acknowledge that, by acceptance of your submission of Feedback, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.Additional Services
Should (a) a Client and a Mentor choose to contract for Mentor’s provision of Consultation(s) beyond the Consultation(s) included in the Subscription, or (b) a Client choose to contract for additional services with Arcanium or with an Arcanium contractor, a Mentor, or any other third party identified via the Service (any such additional Consultation or services, “Additional Services
”), then, unless otherwise agreed by Arcanium in writing, in advance, such contracting will be pursuant to a contract substantially on the form of the appropriate template contract in the contract bank (the contract binding the applicable parties, the “Service Contract
”). Under no circumstances will the Service Contract conflict with these Terms, narrow Arcanium’s rights under these Terms, or expand Arcanium’s obligations under these Terms. As used herein, a “Subscription
” means a particular portion of the Service that is available on an automatically renewing subscription basis, and Client’s access thereto, as applicable.Disclaimers.
ANY SERVICE CONTRACT REPRESENTS A CONTRACTUAL RELATIONSHIP BETWEEN THE CLIENT AND THE COUNTER PARTY; UNLESS ARCANIUM IS THE COUNTER PARTY TO THE SERVICE CONTRACT, ARCANIUM IS NOT RESPONSIBLE FOR, AND IS NOT A PARTY TO, ANY SERVICE CONTRACT AND, UNDER NO CIRCUMSTANCES, WILL ANY SUCH CONTRACT CREATE AN EMPLOYMENT OR ANY SERVICE RELATIONSHIP BETWEEN ARCANIUM AND ANY USER. THE TEMPLATES AVAILABLE IN THE CONTRACT BANK ARE NOT INTENDED TO AND DO NOT (A) CONSTITUTE LEGAL ADVICE, (B) CREATE AN ATTORNEY-CLIENT RELATIONSHIP, OR (C) CONSTITUTE ADVERTISING OR A SOLICITATION OF ANY TYPE. YOU SHOULD SEEK LEGAL ADVICE FROM A LICENSED ATTORNEY FOR YOUR PARTICULAR NEEDS.NEITHER MENTORS NOR OTHER SERVICE PROVIDERS ENCOUNTERED VIA OR IN CONNECTION WITH THE SERVICE ARE EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, OR JOINT VENTURERS OF ARCANIUM. ARCANIUM DOES NOT PROVIDE CONSULTATIONS AND DOES NOT EMPLOY INDIVIDUALS OR ENGAGE ENTITIES TO PROVIDE CONSULTATIONS. ARCANIUM OPERATES AS AN ONLINE MARKETPLACE THAT CONNECTS CLIENTS WITH MENTORS AND OTHER THIRD PARTIES. ARCANIUM RETAINS FULL DISCRETION TO PRIORITIZE, CATEGORIZE, HIGHLIGHT, AND OTHERWISE MODIFY THE METHOD OF CLIENT DISCOVERY OF MENTORS AND/OR OTHER THIRD PARTIES, INCLUDING THROUGH SEARCH RESULTS AND TAGGING, IN ORDER TO IMPROVE SERVICE QUALITY AND FOR OTHER PURPOSES.THE SERVICE IS INTENDED AS AN INFORMATIONAL RESOURCE AND NOT AN ADVISORY SERVICE; IT IS YOUR RESPONSIBILITY TO DETERMINE THE QUALITY AND CREDIBILITY OF INFORMATION OBTAINED, AS WELL AS THE REASONABLENESS OF RELYING ON SUCH INFORMATION FOR A PARTICULAR USE. ARCANIUM DOES NOT MAKE ANY REPRESENTATIONS ABOUT, OR GUARANTEE THE TRUTH OR ACCURACY OF, ANY USER CONTENT OR ANY ADVICE GIVEN OR INFORMATION PROVIDED DURING A CONULTATION, IN THE SCOPE OF AN ADDITIONAL SERVICE, OR OTHERWISE VIA OR IN CONNECION WITH THE SERVICE OR PURSUANT TO A SERVICE CONTRACT. NOTWITHSTANDING ANY SCREENING PERFORMED BY ARCANIUM, ARCANIUM DOES NOT GUARANTEE ANY USER’S OR OTHER THIRD PARTY’S SUITABILITY FOR ANY PURPOSE, AND IT IS YOUR RESPONSIBILITY TO ASSESS WHETHER TO ENTER INTO A SERVICE CONTRACT. WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR DISPUTES BETWEEN YOU AND OTHER USERS OR OTHER THIRD PARTIES. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS AND OTHER THIRD PARTIES, AND WE EXPRESSLY DISCLAIM ANY LIABILITY RELATING TO SAME AND FOR ANY USER’S OR OTHER THIRD PARTY’S ACTION OR INACTION. YOU HEREBY ACKNOWLEDGE THAT, NOTWITHSTANDING ANY RECORDING OF CONSULTATIONS, ARCANIUM DOES NOT SUPERVISE, DIRECT, OR CONTROL THE CONSULTATIONS OR ANY ADDITIONAL SERVICE OR THE PERFORMANCE OF ANY OTHER CONTRACTUAL OBLIGATION A MENTOR OR OTHER THIRD PARTY MAY HAVE UNDER A SERVICE CONTRACT; ARCANIUM EXPRESSLY DISCLAIMS ANY RESPONSIBILITY AND LIABILITY FOR SAME, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OR CONDITION OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY APPLICABLE LAW.ARCANIUM MAKES NO REPRESENTATIONS ABOUT AND DOES NOT GUARANTEE, AND YOU WILL NOT HOLD ARCANIUM RESPONSIBLE FOR: THE QUALITY, SAFETY, OR LEGALITY OF ANY SERVICES (INCLUDING CONSULTATIONS AND ADDITIONAL SERVICES) PERFORMED BY ANY MENTOR OR OTHER THIRD PARTY; ANY USER’S CONDUCT DURING A CONSULTATION OR ANY OTHER USER-TO-USER INTERACTION; A MENTOR’S RESCHEDULING OR SHORTENING OF, OR FAILURE TO PROVIDE, A CONSULTATION; A MENTOR’S OR ANY THIRD PARTY’S PERFORMANCE OF NONCONFORMING SERVICES OR FAILURE TO PROVIDE SERVICES (INCLUDING CONSULTATIONS AND ADDITIONAL SERVICES), OR THE ABILITY OF A MENTOR OR OTHER THIRD PARTY TO PROVIDE SERVICES (INCLUDING CONSULTATIONS AND ADDITIONAL SERVICES); THE QUALIFICATIONS, BACKGROUND, OR IDENTITIES OF OTHER USERS OR OTHER THIRD PARTIES; OR THE ABILITY OF A CLIENT TO PAY SUMS DUE IN CONNECTION WITH ANY SERVICES PROVIDED THROUGH OR IN CONNECTION WITH THE SERVICE (INCLUDING CONSULTATIONS AND ADDITIONAL SERVICES). YOU ACKNOWLEDGE THAT ARCANIUM RESERVES THE RIGHT TO CANCEL OR END ANY CONSULTATION EARLY WITHOUT LIABILITY.YOU ALSO ACKNOWLEDGE, AGREE, AND UNDERSTAND THAT MENTORS ARE SOLELY RESPONSIBLE FOR DETERMINING, AND HAVE THE SOLE RIGHT TO DETERMINE, TO WHICH CLIENTS TO PROVIDE CONSULTATIONS AND ADDITIONAL SERVICES; THE MANNER OF PROVIDING ANY SERVICES (INCLUDING CONSULTATIONS AND ADDITIONAL SERVICES); THE AMOUNT CHARGED IN CONSIDERATION OF THEIR CONSULTATIONS AND ADDITIONAL SERVICES; AND THE TYPE OF SERVICES THEY PROVIDE.Confidential Information
The Service may include non-public, proprietary, or confidential information of Arcanium and/or of other Users (“Confidential Information
”). Confidential Information includes any information that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, including non-public business, product, technology, and marketing information. You will: (a) protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care as you would use protect your own highly sensitive confidential information, but in no event with less than a reasonable degree of care; (b) not use any Confidential Information for any purpose other than to exercise your rights, or to perform your obligations, under these Terms; and (c) not disclose any Confidential Information to any person or entity, except your service providers or financial or legal advisors who/that (i) need to know the Confidential Information and (ii) are bound by non-use and non-disclosure restrictions at least as restrictive as those set forth in this Section.
We respect artists and content owner rights, and it is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (as it may be amended, “DMCA
”).If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify our copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide all of the following information in writing:an electronic or physical signature of a person authorized to act on behalf of the copyright owner;identification of the copyrighted work that you claim has been infringed;identification of the material that is claimed to be infringing and its location on the Service;information reasonably sufficient to permit us to contact you, such as your address, telephone number, and email address;a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; anda statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.The above information must be submitted to our DMCA Agent, using the following contact information:
Arcanium Ventures Inc.
10900 Research Blvd STE 160C
Austin, TX 78759
Under United States federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.Please note that the procedure outlined herein is exclusively for notifying Arcanium and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Arcanium’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other Applicable Law.In accordance with the DMCA and other Applicable Law, we have adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. We may also, at our sole discretion, limit access to the Service and/or terminate the User Accounts of any Users who infringe any Intellectual Property Rights of others, whether or not there is any repeat infringement.Our Publicity Rights
We may identify you as a User in our promotional materials. We will promptly stop doing so upon receipt of your request sent to [insert email].Privacy; Data Security
. We care about your privacy. By using the Service, you acknowledge that we may collect, use, and disclose your personal information and aggregated and/or anonymized data as set forth in our Privacy Notice, and that your personal information may be transferred to, and/or processed in, the United States.
. We care about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or to use your data for improper purposes. You acknowledge that you provide your data, directly or via an Organization, at your own risk. [You can learn more about our security practices at [insert URL].]
Emails, Text Messages, and Calls
. By providing us with your email address, directly or via an Organization, you consent to our using that email address to send you Service-related notices, including any notices required by Applicable Law, in lieu of communication by postal mail. We may also use that email address to send you other messages, including, without limitation, marketing and advertising messages, such as messages notifying you of changes to features of the Service and special offers (collectively, “Marketing Emails
”). If you do not want to receive Marketing Emails, you may opt out of receiving them or change your preferences by contacting the Service support team at [insert email] or by clicking on the “unsubscribe” link within a Marketing Email. Opting out will not prevent you from receiving Service-related notices.
Our Use of Your Telephone Number
. You may provide us with your telephone number as part of creating your User Account or otherwise. By providing a telephone number, you consent to receiving autodialed or prerecorded calls and/or text messages from us, or on our behalf, at such telephone number. We may place such calls or send such texts to (a) help keep your User Account secure through the use of multi-factor authentication (“MFA
”); (b) help you access your User Account if you are experiencing difficulties; and/or (c) as otherwise necessary to service your account or enforce these Terms, our policies, Applicable Law, or any other agreement we may have with you. Part of the MFA identity-verification process may involve Arcanium sending text messages containing security codes to the telephone number you provided, and you agree to receive such texts from or on behalf of Arcanium.
Consent to Transactional Communications
. You expressly consent and agree to Arcanium contacting you using written, electronic, and/or verbal means, including manual dialing, emails, prerecorded/artificial voice messages, and/or using an automatic telephone dialing system to call or text your mobile/cellular telephone number, as necessary to complete transactions requested by you and to service your account, and as permitted by Applicable Law, in each case even if the phone number is registered on any United States federal and/or state Do-Not-Call/Do-Not-email registry/ies. Message and data rates apply. For purposes of clarity, the text messages described in this paragraph are transactional text messages, not promotional text messages.
Consent to Promotional Text Messages
. Additionally, we offer you the chance to enroll to receive recurring SMS/text messages from Arcanium. You may enroll to receive text messages about account-related news and alerts and/or Promotional Offers (including cart reminders) and marketing related to Arcanium products and/or services. By enrolling in Arcanium’s SMS/text messaging service, you agree to receive text messages from Arcanium to the mobile phone number provided by you, and you certify that such mobile number is true and accurate and that you are authorized to enroll such mobile number to receive such texts. You acknowledge and agree that the texts may be sent using an automatic telephone dialing system and that message and data rates apply. Check your mobile plan and contact your wireless provider for details. You are solely responsible for all charges related to SMS/text messages, including charges from your wireless provider. Message frequency varies. Consent is not required as a condition of purchase. To the extent permitted by Applicable Law, we are not responsible for any delays upon sending or receiving text messages.Unsubscribing From Promotional Text
. You may opt out from promotional text messages at any time. To unsubscribe from promotional text messages, text “STOP,” “QUIT,” “END,” “CANCEL,” or “UNSUBSCRIBE” to [insert number] from the mobile device receiving the messages, or reply “STOP,” “QUIT,” “END,” “CANCEL,” or “UNSUBSCRIBE” to any promotional text message you receive from Arcanium. You consent that following such a request to unsubscribe, you may receive one (1) final text message from or on behalf of Arcanium confirming your request. For help, text “HELP” to [insert number] or contact us at [insert support email].Your Use of Third-Party Services
The service may contain links to third-party sites, materials, and/or services (collectively, “Third-Party Services
”) that are not owned or controlled by us, and certain functionalities of the service may require your use of third-party services. If you use a third-party service in connection with the service, you are subject to and agree to, and must comply with, the third party’s terms and conditions made available via, or agreed in connection with, its services. We do not warrant, endorse, guarantee, recommend, or assume responsibility for any third-party services. If you access a third-party service from the service or share your user content on or through any third-party service, you do so at your own risk, and you understand that these terms and our privacy notice do not apply to your use of any third-party service. You expressly relieve us from any and all liability arising from your access to and/or use of any third-party service. Additionally, your dealings with, or participation in promotions of, advertisers found on the service, including as relates to payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You understand and acknowledge that we will not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.
You hereby release us from all claims, damages (whether direct, indirect, incidental, consequential, or otherwise), obligations, losses, liabilities, costs, debts, and expenses (including, but not limited to, legal fees), in each case of every kind and nature, known and unknown (collectively, “Losses
”), arising out of a dispute between you and a third party (including any other User) in connection with the Service. In addition, you waive any Applicable Law that says, in substance: “a general release does not extend to claims which the releasing party does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her, would have materially affected his or her settlement with the released party.”
You will defend, indemnify, and hold us and our subsidiaries and affiliates, and our and their respective agents, suppliers, licensors, employees, contractors, officers, and directors (collectively, including Arcanium, the “Arcanium Indemnitees
”) harmless from and against any and all Losses arising from: (a) your access to and/or use of the Service; (b) your violation of any term of these Terms, including, without limitation, your breach of any of your representations and warranties set forth in these Terms; (c) your violation of any third-party right, including, without limitation, any privacy right or Intellectual Property Right; (d) your violation of any Applicable Law; (e) User Content or any content that is submitted via your User Account, including, without limitation, any misleading, false, or inaccurate information; (f) your willful misconduct; or (g) any third party’s access to and/or use of the Service with your username(s), password(s), or other authentication credential(s).No Warranty; Disclaimers
The service is provided on an “as is” and “as available” basis. Your use of the service is at your own risk. To the maximum extent permitted by applicable law, the service, the Arcanium intellectual property, and any other information available on or through the service are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and/or non-infringement. No advice or information, whether oral or written, obtained by you from us or through the service will create any warranty not expressly stated herein. Without limiting the generality of the foregoing, none of the Arcanium indemnitees warrants that any content or any other information contained in, or available via, the service is accurate, comprehensive, reliable, useful, or correct; that the service will meet your requirements; that the service will be available at any particular time or location, uninterrupted, or secure; that any defects or errors in the service will be corrected; or that the service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the service is so obtained at your own risk, and you will be solely responsible for any damage to your computer system(s) or mobile device(s) and/or for loss of data that results from same or from your access to and/or use of the service. You may have other statutory rights, but the duration of statutorily required warranties, if any, will be limited to the shortest period permitted by applicable law.United states federal law and some states, provinces, and other jurisdictions do not allow the exclusion of and/or limitations on certain implied warranties, so the above exclusions and/or limitations may not apply to you. These terms give you specific legal rights, and you may also have other rights, which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations under these terms will not apply to the extent prohibited by applicable law.Limitation of Liability
To the maximum extent permitted by applicable law, in no event will any Arcanium indemnitee be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including, without limitation, damages for loss of profits, goodwill, use, or data, or other intangible losses, arising out of or relating to the use of, or inability to use, the service or any portion thereof. Under no circumstances will we be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access to or use of the service or your user account or the information contained therein.To the maximum extent permitted by applicable law, we assume no liability or responsibility for any (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the service; (c) any unauthorized access to or use of the servers running the service and/or any and all personal information stored therein; (d) any interruption or cessation of transmission to or from the service; (e) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the service by any third party; (f) any errors or omissions in any content, or any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the service; and/or (g) your data, any user content, or the defamatory, offensive, or illegal conduct of any third party.In no event will any Arcanium indemnitee be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the amount you paid to us hereunder or one hundred U.S. Dollars ($100.00), whichever is greater. This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if we have been advised of the possibility of such damage.Some jurisdictions do not allow the exclusion of and/or limitations on incidental or consequential damages, so the above exclusions and/or limitations may not apply to you. These terms give you specific legal rights, and you may also have other rights, which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under these terms will not apply to the extent prohibited by applicable law.Governing Law, Arbitration, and Class Action/Jury Trial Waiver
. You agree that: (a) the Service will be deemed solely based in the State of Delaware; and (b) the Service will be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Delaware. These Terms will be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law governing these Terms, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (as it may be amended, “FAA
”) governs the interpretation and enforcement of the Arbitration Agreement below and preempts all state laws (and laws of other jurisdictions) to the fullest extent permitted by Applicable Law. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue will be resolved under and governed by the law of the U.S. state where you live (if applicable) or the jurisdiction mutually agreed upon in writing by you and us. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Delaware for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Confidential Information, or Intellectual Property Rights, as set forth in the Arbitration Agreement below, including any provisional relief required to prevent irreparable harm. You agree that Delaware is the proper and exclusive forum for any appeals of an arbitration award, or for trial court proceedings in the event that the Arbitration Agreement below is found to be unenforceable.Arbitration Agreement
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. This Arbitration Agreement applies to and governs any dispute, controversy, or claim between you and us that arises out of or relates to, directly or indirectly: (i) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, and enforceability thereof; (ii) access to or use of the Service, including receipt of any advertising or marketing communications; (iii) any transactions through, by, or using the Service; or (iv) any other aspect of your relationship or transactions with us, directly or indirectly, as a User or consumer (each, a “Claim
,” and, collectively, “Claims
”). This Arbitration Agreement will apply, without limitation, to all Claims that arose or were asserted before or after your consent to these Terms.Opting Out of Arbitration Agreement.
If you are a new User, you can reject and opt out of this Arbitration Agreement within thirty (30) days of accepting these Terms by emailing us at [insert email] with your full, legal name and stating your intent to opt out of this Arbitration Agreement. Opting out of this Arbitration Agreement does not affect the binding nature of any other part of these Terms, including the provisions regarding controlling law or the courts in which any disputes must be brought.Dispute-Resolution Process.
For any Claim, you will first contact us at [insert email] and attempt to resolve the Claim with us informally. In the unlikely event that we have not been able to resolve a Claim after sixty (60) days, we each agree to resolve such Claim exclusively through binding arbitration by JAMS before a single arbitrator (the “Arbitrator
”), under the Optional Expedited Arbitration Procedures then in effect for JAMS (the “Rules
”), except as provided herein. JAMS may be contacted at www.jamsadr.com, where the Rules are available. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement will control. The arbitration will be conducted in the U.S. county where you live (if applicable) or Sussex County, Delaware, unless you and Arcanium agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any JAMS filing and administrative fees and Arbitrator fees in accordance with the Rules, and the award rendered by the Arbitrator will include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the Arbitrator may include your costs of arbitration, your reasonable attorneys’ fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this would not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. You and we agree that the Arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve any disputes relating to the scope, interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator will also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms are, or whether any provision of these Terms is, unconscionable or illusory, and any defense to arbitration, including waiver, delay, laches, unconscionability, and/or estoppel.Equitable Relief.
Nothing in this Arbitration Agreement will be deemed as: preventing us from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, confidential information, or intellectual property rights; or preventing you from asserting claims in a small claims court, provided that your claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-collective, and non-representative) basis.Severability.
If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, will be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, will have no impact on the remaining provisions of this Arbitration Agreement, which will remain in force, or on the parties’ ability to compel arbitration of any remaining Claims on an individual basis pursuant to this Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver below is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement will be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief will be stayed pending the outcome of any individual claims in arbitration.
Class Action/Jury Trial Waiver
. by entering into these terms, you and Arcanium are each waiving the right to a trial by jury or to bring, join, or participate in any purported class action, collective action, private attorney general action, or other representative proceeding of any kind as a plaintiff or class member. the foregoing applies to all users (both natual persons and entities), regardless of whether you have obtained or used the service for personal, commercial, or other purposes. This class action/jury trial waiver applies to class arbitration, and, unless we agree otherwise, the Arbitrator may not consolidate more than one person’s or entity’s claims. You and Arcanium agree that the Arbitrator may award relief only to an individual claimant and only to the extent necessary to provide relief on your individual claim(s). Any relief awarded may not affect other users.
U.S. Government Restricted Rights
To the extent the Service is being used by or on behalf of the U.S. Government, the Service will be deemed commercial computer software or commercial computer software documentation (as applicable). Accordingly, if you are an agency of the U.S. Government or any contractor therefor, you receive only those rights with respect to the Service as are granted to all other Users hereunder, in accordance with 48 C.F.R. §227.7202 and 48 C.F.R. §12.212, as applicable.Export Controls
You understand and acknowledge that the Service may be subject to export control laws and regulations. You will comply with all applicable import and export and re-export control and trade and economic sanctions laws and regulations, 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. You represent and warrant that you are not, and that no person to whom you make the Service available or that is acting on your behalf, or, if you are an Organization, that no person or entity owning 50% or more of your equity securities or other equivalent voting interests, is (a) listed on the List of Specially Designated Nationals and Blocked Persons or on any other list of sanctioned, prohibited, or restricted parties administered by OFAC or by any other governmental entity, or (b) located in, a national or resident of, or a segment of the government of, any country or territory for which the United States maintains trade or economic sanctions or embargoes or that has been designated by the U.S. Government as a “terrorist supporting” region.General Provisions
. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior express written consent, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof will be null and void.
Notification Procedures and Changes to these Terms
. We may provide notifications, whether such notifications are required by Applicable Law or are for marketing or other business-related purposes, to you via email notice or written or hard copy notice, or through posting of such notice on any of the Sites, as we determine, in our sole discretion. We reserve the right to determine the form and means of providing notifications to Users, provided that you may opt out of certain means of notification, as required under Applicable Law or as described in these Terms. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We may, in our sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change these Terms in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to these Terms. These Terms apply to and govern your access to and use of the Service effective as of the start of your access to the Service, even if such access began before publication of these Terms. Your continued use of the Service after any change to these Terms constitutes your acceptance of the new Terms of Service. If you do not agree to any part of these Terms or to any future Terms of Service, do not access or use (or continue to access or use) the Service.
Entire Agreement; Severability
. These Terms, together with any amendments and any additional agreements you may enter into with us in connection with the Service, will constitute the entire agreement between you and us concerning the Service. Any statements or comments made between you and any of our employees or representatives are expressly excluded from these Terms and will not apply to you or us, or to your access to or use of the Service. Except as otherwise stated in the Arbitration Agreement, if any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect.
. No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or of any other term, and our failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.
. The provider of the Service is set forth herein. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting it in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
. If you have any questions about these Terms and/or the Service, please contact us at [insert email] or [insert phone #].