Terms of Service

Please read these Terms of Service (the “Terms”) carefully as they form a contract between you and ARrayVue, LLC, a New York limited liability company (“ARRAYVUE”; “us”; “our”) that governs your access and use of our application, our services, and other software that may be downloaded to, or accessed by, any mobile or computing device you own or control in connection with our services (collectively, the “Services”).

These Terms together with the Privacy Policy constitute the entire agreement between you and us, regarding your access to, and use of, any Services provided by ARRAYVUE (collectively, the “Agreement”). If you are entering into this Agreement on behalf of an entity, you represent that you have the authority to bind such entity to this Agreement. In consideration for using the Services, you agree to the terms of the Agreement.

By using, accessing, or downloading our Services, you are agreeing to these Terms.

1. Definitions.

As used in this Agreement, unless otherwise expressly specified therein:

“Content” means the audio and visual information, documents, software, products, services, and other information contained within, or made available to you in the course of using, the Services.

“Customer Data” means any data, information or material provided, submitted, or made available by you to the Services in the course of using the Services, including, but not limited to, your email address and password that you use to create your account, your customer data obtained when using the Services and so forth.

“Intellectual Property Rights” means rights in and to inventions (whether or not patentable), patent applications, patents, design rights, rights in and to software code and other works of authorship including copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how, trade secret rights, and all other intellectual property rights and forms of protection of a similar nature anywhere in the world.

“ARrayVue App” means all of ARRAYVUE’s proprietary technology incorporated into an application operable on any mobile or computing device (including software, hardware, products, processes, algorithms, user and programming interfaces, know-how, techniques, designs and other tangible or intangible technical material or information), made available to you or otherwise used by ARRAYVUE in providing the Services.

“Party” or “Parties” mean(s) either ARRAYVUE or you, or both, as appropriate.

“Privacy Policy” means our Privacy Policy, available at www.arrayvuee.com which is incorporated into and a part of this Agreement.

“You” or “Your” mean(s) either you personally or your company/employer, as appropriate.

2. Your Responsibilities and Restrictions.

2.1 Your Responsibilities. You acknowledge that use of the Services is intended primarily for business use, not intended for personal use. You are solely responsible for your actions while using the Services and the contents of any Customer Data and other information or materials that may be stored or transmitted through your use of the Services. You agree to abide by all material local, state, national, and international laws and regulations applicable to your use of the Services, including the laws and regulations of any country, and including without limitation all laws regarding the transmission of promotional communications and the collection of personal data by or through the Services. You acknowledge that the laws and regulations governing the use of the Services and notifying users may change from time to time. You acknowledge and agree that ARRAYVUE neither endorses the contents of any of its customers’ communications, nor assumes any responsibility for the time, place, manner, or contents of any such communications or Customer Data. You further acknowledge and agree that ARRAYVUE has the right, but not the obligation, to implement mechanisms to screen, monitor, modify, and remove any Customer Data or other content posted or stored on the Services or transmitted through the Services, at any time, in ARRAYVUE’s sole and absolute discretion, without notice.

2.2. Your Restrictions. You will not, directly or indirectly, publish, display, disclose, rent, lease, modify, loan, distribute, or create derivative works based on the Services, the ARrayVue App or any part thereof. You may not attempt to or assist anyone to hack, reverse engineer, decompile, translate, adapt, or disassemble the Services or the ARrayVue App, nor shall you attempt to create the source code from the object code for the Services or the ARrayVue App. You may not transmit the Services or the ARrayVue App over any network or between any devices, although you may use the Services or the ARrayVue App to make such transmissions of other materials. You are prohibited from uploading false or misleading data or using the Services or ARrayVue App for illegal activities.

2.3. Your Account. To obtain access to certain Services, you may be required to obtain an account by completing a registration form and designating a user ID and password. When registering with ARRAYVUE you will provide current, complete and accurate information as prompted by the applicable registration form. Only you may use your ARRAYVUE account. You will keep your account and passwords confidential and not authorize or share with any third party to access or use the Services on your behalf. You will promptly contact ARRAYVUE if you suspect any misuse of your account or any security breach in the Services has occurred. You are responsible for all activities that take place with your account. ARRAYVUE will not be liable for any loss or damage arising from any unauthorized use of your account.

2.4. Minors. You may only enter into this Agreement if you are at least 13 years of age. If you will be supervising any person under the age of 13 years old (a “Minor”) in connection with their use of the Services, you agree that you are responsible for ensuring that the Minor complies with all terms of this Agreement. You should monitor such Minor who is using the Services and limit the time Minors spend using the Services and ensure they take breaks during use.

3. Grant of License.

3.1. Terms of License. Subject to the terms and conditions of this Agreement, ARRAYVUE grants to you a non-transferable, non-exclusive, revocable license to install one copy of the ARrayVue Application on your device and use the Services according to the terms and conditions set forth in this Agreement (the “License”). The Services are licensed, not sold, to you and you acquire no right, title or license in ARRAYVUE or any ARrayVue App, Content, data, software, application or materials accessed from or incorporated in the Services.

4. Fees and Payment.

4.1. Payment. You will pay the fees applicable for the Services (the “Fees”) as quoted to you on the site or platform when you purchase the Services as part of a subscription that will be billed monthly and automatically renews each month unless cancelled by you prior to the next billing date. ARRAYVUE may calculate and collect taxes payable by you based on the billing information you provide at the time of purchase.

4.2. Refund Policy. All transactions between you and ARRAYVUE are final. ARRAYVUE does not issue refunds for transactions or Services that have been paid for by you, except as otherwise provided or agreed between the parties.

5. Term and Termination.

5.1. Term. These Terms will remain in effect so long as you continue to access or use the Services or until terminated in accordance with the provisions of these Terms. ARRAYVUE’s grant of the License to you is effective for an indefinite period of time, until ARRAYVUE terminates it.

Your rights under the License will terminate automatically without notice to you if you fail to comply with any of the provisions of this Agreement or if you fail to make a payment for the Services. ARRAYVUE reserves the right to suspend, discontinue, enhance, update or otherwise modify the Services or their availability to you, at any time and for any reason, in ARRAYVUE’s sole discretion, without notice. Please consult your device manual to uninstall ARRAYVUE.

5.2. Effect of Termination. Sections 2, 4, 5, 6, 7, 8, 9, 10 and 11 will survive any termination or expiration of this Agreement. In no event will any termination or expiration of this Agreement relieve you of any obligations or liability accrued prior to termination including, without limitation, the obligation to pay any Fees payable to ARRAYVUE.

5.3. Post-Termination Requirements. Upon termination of the License and/or this Agreement, you will cease all use of the Services.

6. Proprietary Rights.

6.1. Intellectual Property Ownership. ARRAYVUE (and its licensors, where applicable) will exclusively own all right, title and interest, including all related Intellectual Property Rights, in and to the Services, the ARrayVue App, and any modifications thereto or derivative works thereof. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services, the ARrayVue App or the Intellectual Property Rights owned by ARRAYVUE or its licensors, where applicable.

7. Representations, Warranties and Disclaimers.

7.1. Mutual Warranties. Each Party represents and warrants that (1) it has the legal right, power and authority to enter into this Agreement and to perform all of its obligations under this Agreement, (2) its entrance into this Agreement does not violate any agreement, understanding, or arrangement between such Party and any third party, (3) its performance of its obligations under this Agreement will at all times comply with all laws applicable to the performance of its obligations under this Agreement; and (4) its use of its intellectual property in connection with this Agreement is lawful, and, to the best of each Party’s knowledge, does not infringe or violate the intellectual property rights of any other person or entity.

7.2. Your Representations and Warranties. You represent and warrant that (i) the use and posting or other transmission of Customer Data does not violate this Agreement and will not violate any rights of or cause injury to any person or entity; (ii) you are not a citizen, national or resident of, nor under the control of, a country to which the United States has prohibited export; (iii) you will not export or re-export any portion of the Services, directly or indirectly, to the persons in the above-mentioned countries or on the above-mentioned lists.

7.3. Warranty Disclaimer. ARRAYVUE AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR ANY CONTENT. ARRAYVUE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (1) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA, (2) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (3) ANY STORED CUSTOMER DATA WILL BE SECURE, COMPLETE, TIMELY, ACCURATE OR RELIABLE, (4) THE QUALITY OF THE SERVICES OR ANY OTHER INFORMATION, ITEMS, OR MATERIALS OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (5) ERRORS OR DEFECTS WILL BE CORRECTED. THE SERVICES ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ARRAYVUE AND ITS LICENSORS. NO ADVICE, INFORMATION OR ACTION FROM ARRAYVUE OR ANY OTHER SOURCE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

8. Indemnification.

You will indemnify and hold harmless (and, if requested by ARRAYVUE, defend) ARRAYVUE, its parent organizations, subsidiaries, other corporate affiliates, and licensors, and their respective officers, directors, employees, attorneys and agents, from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with: (1) any claim alleging that transmission, storage, or other use of Customer Data infringes the rights of, or has caused harm to you or a third party; or (2) a claim alleging or based upon any facts that, if true, would constitute a violation by you of any of your covenants, representations, or warranties in this Agreement. ARRAYVUE will provide reasonable information and assistance in connection with the defense and settlement of the claim.

9. Limitations of Liability.

9.1. Limitation of Liability. EXCEPT FOR YOUR OBLIGATION TO PAY US CONTRACTED-FOR AMOUNTS, IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATING TO THIS AGREEMENT (REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED UPON CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE) EXCEED THE LESSER OF (i) THE TOTAL FEES THAT YOU HAVE PAID US IN EXCHANGE FOR YOUR USE OF THE SERVICES OR (ii) $100.

9.2. Disclaimer of Consequential and other Indirect Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, OR LOSS OF CUSTOMER DATA OR OTHER INTANGIBLE PROPERTY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES. IN SUCH AN EVENT, THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

9.3. Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF DAMAGES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY ARRAYVUE TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE FROM AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.

10. Resolving Disputes.

10.1. Initial Informal Dispute Resolution. Before either Party files a claim against the other, it agrees to try to resolve the dispute informally by contacting the other Party via email. If a dispute is not resolved within 30 days of submission, you or ARRAYVUE may bring a formal proceeding.

10.2. Arbitration Agreement. You and ARRAYVUE agree to resolve any claims relating to these Terms or the Services, whether or not such claims involve a third party, through final and binding arbitration administered by the American Arbitration Association, and judgment on the award by the arbitrator may be entered in any court.

11. General.

11.1. This License Agreement shall be construed, interpreted and governed by the laws of the State of New York without regard to conflicts of law provisions thereof. The exclusive forum for any disputes arising out of or relating to this License Agreement shall be an appropriate federal or state court sitting in Saratoga County, State of New York, USA. This License Agreement shall constitute the entire Agreement between the parties hereto. Any waiver or modification of this License Agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this License Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this License Agreement shall be interpreted so as to reasonably effect the intention of the parties. The Parties expressly agree that they are independent contractors and do not intend for this Agreement to be interpreted as an employment agency, joint venture, or partnership relationship. Actual or threatened breach of this Agreement may cause immediate, irreparable harm that would be difficult to calculate and could not be remedied by payment of damages alone. Accordingly, ARRAYVUE will be entitled to seek preliminary and permanent injunctive relief and other equitable relief for any such breach.

11.2. Notice. Except as provided elsewhere in this Agreement, either Party may give notice by written communication sent by next-day mail delivered by a nationally recognized delivery service or by email to: (i) if to you, to your address and email address on record that you provided in connection with your subscription for the Services, or (ii) if to ARRAYVUE, to ARrayVue, LLC, 18 Wood Road, Round Lake NY 12151. Such notice shall be deemed to have been given upon the second business day after mailing or emailing.

11.3. Eternal Integrations. The Services and/or the ARrayVue App may include integrations with other services to perform certain functions. Additionally, the Services and/or the ARrayVue App may include links to third party websites, applications and the like.

11.3. Modification to Terms. ARRAYVUE reserves the right to update the Terms, including removal of some Terms, at any time without notice to You. Each time You use the Services, the then-current version of the Terms will apply and be enforceable against You. You can review the most current Terms by clicking on the "Terms of Use" hypertext link located at the bottom of our website. By using or accessing the Services, You accept and agree to be bound by the revised Terms. If you do not wish to accept any change, please uninstall and discontinue using the Services.