End User License Agreement

1. Grant of License

1.1 License Grant

Subject to the terms of this Agreement and your compliance herewith, ARX grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software solely for your internal business or personal purposes, in accordance with your subscription plan and any applicable service agreement.

1.2 Scope

This license permits you to:

• Access and use the Software through our cloud-hosted platform
• Use the Software’s features and functionality as made available under your subscription tier
• Access APIs and developer tools in accordance with our API documentation and rate limits
• Create and manage content within the Software for your authorized use

1.3 Authorized Users

If you are an enterprise customer, the number of authorized users is determined by your subscription plan or Master Service Agreement. You are responsible for ensuring that all authorized users comply with this Agreement.

2. License Restrictions

You shall NOT:

• Copy or Modify: Copy, modify, adapt, translate, or create derivative works based on the Software or any part thereof.
• Reverse Engineer: Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, data structures, or underlying ideas of the Software.
• Redistribute: Distribute, sublicense, lease, rent, loan, sell, or otherwise transfer the Software or access thereto to any third party.
• Remove Notices: Remove, alter, or obscure any proprietary notices, labels, or markings on the Software.
• Circumvent: Circumvent, disable, or otherwise interfere with any security, access control, or license enforcement mechanisms in the Software.
• Benchmark: Conduct performance benchmarking or competitive analysis of the Software without prior written consent from ARX.
• AI Training: Use the Software, its outputs, or any data derived from it to train, fine-tune, or develop machine learning models or AI systems.
• Exceed Scope: Use the Software beyond the scope of the license granted, including exceeding authorized user counts, API rate limits, or usage allowances specified in your subscription plan.
• Illegal Use: Use the Software for any purpose that violates applicable local, state, national, or international laws or regulations.

3. Ownership and Intellectual Property

The Software is licensed, not sold. ARX and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights therein. This Agreement does not convey to you any rights of ownership in or related to the Software, its technology, architecture, algorithms, data models, or any associated intellectual property.

All patents, copyrights, trade secrets, trademarks, and other intellectual property rights in the Software are and shall remain the exclusive property of ARX. Nothing in this Agreement shall be construed to grant you any rights to ARX’s intellectual property except for the limited license expressly granted herein.

3.1 Your Data

You retain all rights to any data, content, or materials you input into or create using the Software (“Your Data”). You grant ARX a limited, non-exclusive license to process and store Your Data solely as necessary to provide the Services.

4. Subscription and Fees

Access to the Software requires an active subscription. Subscription terms, pricing, and payment obligations are governed by your selected plan as described on our Website, or by a separate enterprise agreement. ARX reserves the right to modify subscription terms and pricing with at least 30 days’ notice.

Failure to pay applicable fees may result in suspension or termination of your license. Free-tier users are subject to usage limitations as described on our Website.

5. Updates and Maintenance

ARX may, at its sole discretion, provide updates, patches, bug fixes, or new features to the Software (“Updates”). Updates may be applied automatically. All Updates are subject to the terms of this Agreement. ARX is not obligated to provide any Updates or to maintain backward compatibility.

Scheduled maintenance windows will be communicated in advance where commercially reasonable. ARX shall not be liable for any downtime resulting from planned or emergency maintenance.

6. Data Privacy and Security

ARX’s collection, use, and protection of your personal information in connection with the Software is governed by our Privacy Policy. Enterprise customers may be subject to additional data processing terms as specified in their service agreements.

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify ARX immediately of any unauthorized use of your account.

7. Warranties and Disclaimers

THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY. ARX DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR MEET YOUR SPECIFIC REQUIREMENTS.

ARX MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF ANY CONTENT, DATA, OR OUTPUTS GENERATED BY OR THROUGH THE SOFTWARE. YOUR USE OF THE SOFTWARE AND RELIANCE ON ANY OUTPUTS IS AT YOUR OWN RISK.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ARX, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SOFTWARE.

ARX’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO ARX FOR THE SOFTWARE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

Some jurisdictions do not allow the disclaimer of certain warranties or the limitation of certain damages, so some or all of the terms above may not apply to you, and you may have additional rights. In that case, this Agreement only limits our responsibilities to the maximum extent permissible in your jurisdiction.

9. Indemnification

You agree to indemnify, defend, and hold harmless ARX and its officers, directors, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising from: (a) your use of the Software; (b) your violation of this Agreement; (c) your violation of any third-party rights; or (d) Your Data.

10. Term and Termination

10.1 Term

This Agreement is effective from the date you first access or use the Software and continues until terminated as described herein.

10.2 Termination by You

You may terminate this Agreement at any time by discontinuing use of the Software and deleting your account. Contact legal@arxqm.com for account deletion requests.

10.3 Termination by ARX

ARX may terminate or suspend this Agreement and your license immediately, without prior notice or liability, if you breach any term of this Agreement, fail to pay applicable fees, or if continued provision of the Software becomes commercially impracticable.

10.4 Effects of Termination

Upon termination:

• All rights and licenses granted to you shall immediately cease
• You must immediately stop using the Software
• ARX may delete Your Data after a 30-day grace period, unless a longer retention is required by law or agreed upon in a separate agreement
• Sections 2, 3, 7, 8, 9, 11, and 12 shall survive termination

11. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles. The Federal Arbitration Act shall govern the interpretation and enforcement of the arbitration provisions below.

Before filing any formal claim, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of forty-five (45) days after written notice of the dispute is provided. If the dispute cannot be resolved through negotiation, it shall be submitted to final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, in New Castle County, Delaware.

YOU AND ARX AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION, TO THE FULLEST EXTENT PERMITTED BY LAW.

If you are an individual consumer, you may opt out of the arbitration provisions within thirty (30) days of first agreeing to this Agreement by emailing legal@arxqm.com with the subject line “EULA Arbitration Opt-Out.”

To the fullest extent permitted by applicable law, any dispute under this Agreement must be commenced within one (1) year after the events giving rise to the claim first occur. Nothing in this section shall prevent either party from seeking injunctive or equitable relief to protect intellectual property rights or confidential information.

12. General Provisions

• Entire Agreement: This Agreement, together with the Terms of Service, Privacy Policy, Cookie Policy, and any applicable enterprise agreement, constitutes the entire agreement between you and ARX regarding the Software.
• Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: Failure by ARX to enforce any provision shall not constitute a waiver of that provision.
• Assignment: You may not assign this Agreement without ARX’s prior written consent. ARX may assign this Agreement without restriction.
• Amendments: ARX may amend this Agreement at any time by posting the revised version on the Website. Material changes will be communicated with at least 30 days’ notice. Continued use of the Software after the effective date of changes constitutes acceptance.
• Export Compliance: You agree to comply with all applicable export and re-export control laws and regulations.
• U.S. Government End Users: If you are a U.S. government end user, the Software is deemed “commercial computer software” and “commercial computer software documentation” pursuant to DFAR 227.7202 and FAR 12.212, as applicable.

13. Contact Information

For questions regarding this Agreement, please contact: