Terms of Service

By creating an account, accessing, or otherwise using the Service, you represent and warrant that you are at least the age of majority in your jurisdiction, that you have the legal capacity and authority to enter into these Terms, and that you are not barred from using the Service under any applicable law. If you use the Service on behalf of an entity, you represent and warrant that you are authorized to bind that entity, and "you" refers to both you individually and that entity, which are jointly and severally responsible under these Terms.

We may, in our sole discretion, refuse to provide, condition, limit, or discontinue the Service to any person or entity, for any reason or no reason, at any time, with or without notice, and without liability.

These Terms incorporate by reference our End User License Agreement, our Privacy Policy, and any other policy, guideline, or supplemental terms that we present to you and identify as incorporated (together with these Terms, the "Agreement").

In the event of a conflict, the following order of precedence applies: (a) a separate written agreement covering the same subject matter, executed by authorized representatives of both parties; (b) any supplemental or product-specific terms presented to you; (c) these Terms; and (d) any other incorporated policy. Any additional or conflicting term contained in any purchase order, vendor portal, or other document issued by you is void and of no effect, regardless of any acknowledgment, signature, or acceptance of it.

The Service is provided on an "as is" and "as available" basis. We may add, modify, replace, suspend, limit, relocate, migrate, deprecate, or discontinue any part of the Service — including any feature, functionality, capacity, configuration, interface, format, integration, underlying component, supplier, or provider — at any time, with or without notice, and without liability to you or any third party.

We make no promise that the Service, or any feature, resource, capacity, or level of performance, will be available, uninterrupted, timely, secure, accurate, complete, or error-free, or that any particular result will be obtained from use of the Service. Any figure, specification, roadmap, statement of future functionality, or description provided anywhere is for general guidance only, is not a commitment, and may change without notice. You must not rely on any undelivered functionality in making any purchase or other decision.

You must provide accurate, current, and complete information when creating an account and must keep it up to date. You are solely responsible for maintaining the confidentiality of all credentials, keys, tokens, codes, and other access material associated with your account, and for all activity occurring under your account or through your access, whether or not authorized by you.

You must notify us promptly of any suspected or actual unauthorized access or use, and must take immediate steps to end it. We are not responsible or liable for any loss or damage arising from your failure to safeguard your account, credentials, devices, or environment, or from any unauthorized use of them. We may require you to adopt specific authentication or security measures as a condition of continued access.

Where your organization designates administrators, those administrators may access, control, restrict, modify, disclose, remove, or delete your account, users, entitlements, settings, and content, and may add or remove users. You acknowledge that we act on the instructions of a person reasonably appearing to be an authorized administrator, and we are not responsible or liable for any act or omission of any administrator or user.

You are fully responsible for the acts and omissions of every person who accesses the Service through your account, entitlement, or environment, including employees, contractors, and end users, as if they were your own, and for ensuring each of them complies with the Agreement.

You must not, and must not permit or enable any other person to, use the Service to:

• violate any applicable law, regulation, sanction, or trade control, or facilitate any unlawful activity;
• infringe, misappropriate, or violate any intellectual property, privacy, publicity, contractual, or other right of any person;
• upload, transmit, store, or distribute any material that is unlawful, defamatory, harassing, abusive, deceptive, fraudulent, obscene, or otherwise objectionable;
• transmit or introduce any virus, worm, ransomware, or other malicious or harmful code, or any material designed to disrupt, disable, or impair any system;
• probe, scan, penetration test, or otherwise test the vulnerability of any system or network, or breach or circumvent any security, authentication, entitlement, metering, or access-control measure, without our prior express written authorization;
• interfere with, disrupt, overload, or impair the integrity, performance, or availability of the Service or of any other user's use of it, including through excessive, automated, or abnormal consumption of resources;
• gain or attempt to gain unauthorized access to any part of the Service, any account, or any system or data not intended for you;
• engage in unsolicited bulk or commercial messaging, phishing, credential harvesting, scraping, or any deceptive practice;
• resell, sublicense, time-share, or otherwise make the Service available to any third party except as expressly permitted in writing by us, or use the Service on behalf of any person other than yourself and, where applicable, the organization you represent;
• use the Service to build, train, or improve any competing product or service, or to conduct or publish any benchmark or comparative analysis without our prior written consent;
• misrepresent your identity or affiliation, or falsify the origin of any transmission; or
• use the Service in any high-risk activity or environment in which failure, delay, error, or inaccuracy could reasonably be expected to lead to death, personal injury, or severe physical, environmental, or property damage.

We may investigate any suspected violation and take any action we consider appropriate, including removing or disabling access to material, throttling or suspending access, terminating accounts, and cooperating with law enforcement or any other authority, in each case without notice and without liability to you. We are not obliged to monitor the Service or any content, but we may do so at our discretion.

(a) Responsibility. You are solely responsible for all data, files, applications, software, configurations, materials, and other content that you or any of your users create, submit, upload, store, transmit, process, or otherwise make available through the Service ("Customer Content"), including its legality, accuracy, quality, and appropriateness, and for having all rights, licenses, consents, and permissions necessary for it and for our handling of it as contemplated by the Agreement.

(b) Ownership and license. As between the parties, you retain all right, title, and interest in and to Customer Content. You grant us a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, process, and otherwise use Customer Content solely as necessary to provide, secure, support, and improve the Service, to comply with law, and to enforce the Agreement. We may use aggregated or de-identified information derived from use of the Service for any lawful purpose.

(c) Backups and loss. You are solely responsible for maintaining complete and current independent backups of Customer Content. To the maximum extent permitted by applicable law, we have no obligation to store, retain, back up, recover, or return any Customer Content, and we are not responsible or liable for any loss, corruption, deletion, inaccessibility, alteration, or disclosure of Customer Content, however caused.

(d) Removal. We may remove, disable access to, or refuse to process any Customer Content that we determine, in our sole discretion, may violate the Agreement or any law, or may expose us or any person to liability, at any time and without notice.

The Service may rely on, interoperate with, incorporate, or direct you to services, products, content, and infrastructure operated by third parties. We do not control any third party, we do not endorse any third-party offering, and we make no representation or warranty regarding any of them. Your access to and use of any third-party offering is at your own risk and is governed solely by your agreement with that third party.

We are not responsible or liable for any act, omission, change, error, outage, delay, price change, discontinuation, security incident, or other failure of any third party, or for any consequence of it, including any effect on the Service. A change by a third party may require us to change or discontinue part of the Service, and we may do so without liability.

The Service and all content, software, technology, designs, text, graphics, interfaces, know-how, and other materials comprised in or made available through it, and all intellectual property and proprietary rights in any of the foregoing, are and remain the exclusive property of Desktop Ark and its licensors. Subject to your compliance with the Agreement, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your internal business purposes during the term. All rights not expressly granted are reserved, and no license is granted by implication or estoppel.

Our names, logos, and marks are our property. You must not use them without our prior written consent, except to accurately identify us as your provider.

If you provide any suggestion, idea, enhancement request, recommendation, or other feedback relating to the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, distribute, and otherwise exploit it for any purpose without restriction, attribution, or compensation. Feedback is provided voluntarily and is not your confidential information.

Each party may receive non-public information of the other that is designated as confidential or that a reasonable person would understand to be confidential. The receiving party must protect it with at least reasonable care, must not disclose it to any third party except to its personnel and advisors who need to know it and are bound by confidentiality obligations, and must use it only in connection with the Agreement. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already rightfully known to it, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's information. A party may disclose confidential information where legally compelled, provided it gives prompt notice where lawful and reasonably cooperates in seeking protective treatment.

Our handling of information in connection with the Service is described in our Privacy Policy. You are responsible for providing all notices, obtaining all consents and authorizations, and establishing all lawful bases required under any law applicable to you for the information you and your users submit to or process through the Service, and for ensuring your use of the Service is lawful in every jurisdiction in which you operate.

You must not submit to the Service any information subject to heightened regulatory obligations unless we have expressly agreed in a separate written agreement signed by an authorized representative of Desktop Ark to receive it. To the maximum extent permitted by applicable law, we have no liability arising from any such information submitted in the absence of that agreement.

(a) Fees. Where the Service is offered for a fee, you agree to pay all fees applicable to your subscription, plan, entitlement, or usage, in the currency and on the schedule presented to you. Fees are based on the entitlement purchased, not on actual usage, and are payable whether or not the entitlement is used.

(b) Non-refundable. Except as required by applicable law or expressly stated in a separate signed agreement, all fees are non-refundable and are not subject to set-off, credit, or proration, including on suspension, termination, or any reduction in use.

(c) Changes and renewal. Except where we have expressly agreed a fixed price for a stated period, in which case that price applies for that period, we may change pricing, packaging, and billing practices at any time, effective on the next billing period or renewal term. Unless otherwise stated, subscriptions renew automatically for successive periods of the same length at the then-current rate until cancelled in accordance with the cancellation method we make available.

(d) Payment authority and late amounts. You authorize us and our payment providers to charge your designated payment method for all amounts due. If any amount is not received when due, we may charge interest at the lower of one and one-half percent (1.5%) per month or the maximum permitted by law, recover reasonable costs of collection, and suspend or terminate the Service without liability.

(e) Taxes. All amounts are exclusive of taxes, duties, levies, and similar government charges. You are responsible for all such amounts, other than taxes on our net income. If we are required to collect any such amount, we may charge it to you. Where you are required to withhold any amount, you must gross up the payment so that we receive the full amount due.

(f) Disputes. You must notify us in writing of any billing dispute within thirty (30) days of the applicable charge, failing which the charge is final and not subject to challenge. Disputing a charge does not relieve you of the obligation to pay undisputed amounts when due.

We may set, apply, and change limits on use of the Service, including limits on volume, frequency, capacity, storage, concurrency, and rate of requests, and may throttle, queue, or refuse activity exceeding them. Use in excess of your entitlement is subject to payment at our then-current rates.

You must maintain accurate records sufficient to verify your compliance with the Agreement, and, on our reasonable request, must promptly provide them and reasonably cooperate with any verification we conduct.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ALL RELATED CONTENT, SOFTWARE, AND MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

We expressly disclaim all warranties, conditions, representations, and terms of any kind, whether express, implied, statutory, or otherwise, including any implied warranty or condition of merchantability, satisfactory quality, fitness for a particular purpose, title, quiet enjoyment, accuracy, system integration, and non-infringement, and any warranty arising out of course of dealing, course of performance, usage, or trade.

We do not warrant that the Service will meet your requirements, be compatible or interoperable with anything, be available at any particular time or place, or be secure, uninterrupted, accurate, complete, or free of error, defect, vulnerability, or harmful component, or that any error, defect, or vulnerability will be corrected. No advice or information, whether oral or written, obtained from us or through the Service creates any warranty not expressly stated in the Agreement. Some jurisdictions do not allow certain exclusions, so some of the above may not apply to you; in such case, any warranty required by law is limited in duration and scope to the minimum permitted.

Except as expressly agreed in a separate written agreement signed by an authorized representative of Desktop Ark, we make no commitment as to uptime, availability, continuity, response time, throughput, latency, capacity, durability, support, or any other service level, and we provide no service credits, refunds, compensation, or other remedy for any interruption, degradation, delay, loss, or unavailability. Any service-level target or figure described anywhere in the Service or our materials is aspirational, informational, and non-binding.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DESKTOP ARK OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS, OR FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THE SERVICE OR THE AGREEMENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

To the maximum extent permitted by applicable law, our total aggregate liability arising out of or related to the Service or the Agreement, for all claims in the aggregate, will not exceed the greater of (a) the total amount you actually paid to us for the Service during the one (1) month immediately preceding the first event giving rise to the claim, or (b) one hundred United States dollars (US$100).

These limitations apply even if any limited remedy fails of its essential purpose, and they reflect an agreed allocation of risk that forms an essential basis of the bargain between the parties; the Service would not be offered on these terms without them. Some jurisdictions do not allow certain limitations or exclusions, so some of the above may not apply to you; in such case, our liability is limited to the smallest amount permitted by applicable law.

You agree to defend, indemnify, and hold harmless Desktop Ark and its affiliates, officers, directors, employees, agents, suppliers, and licensors from and against any and all claims, demands, actions, proceedings, liabilities, damages, losses, penalties, fines, and expenses, including reasonable legal fees and costs, arising out of or in any way connected with your access to or use of the Service, Customer Content, your breach or alleged breach of the Agreement, your violation of any law, or your violation or infringement of the rights of any third party.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you will cooperate fully with us. You must not settle any matter in a way that imposes any obligation or admission on us without our prior written consent.

We may suspend, restrict, throttle, or disable all or part of your access to the Service immediately, with or without notice, where we determine in our sole discretion that: you have breached or may breach the Agreement; your use poses a risk to the Service, to us, or to any other person; any amount due is unpaid; suspension is required by law or by any authority; or suspension is reasonably necessary to protect the security, integrity, or availability of the Service. Suspension does not relieve you of any payment obligation, and we are not liable for any consequence of a suspension made in accordance with this clause.

The Agreement takes effect when you first access or use the Service and continues until terminated. You may terminate at any time by ceasing all use of the Service and, where applicable, cancelling your subscription through the method we make available.

We may terminate or restrict the Agreement or your access to all or part of the Service at any time, for any reason or no reason, with or without notice, and without liability. On termination, your right to access and use the Service ceases immediately, all outstanding amounts become immediately due, and we may delete, disable, or render inaccessible any Customer Content without obligation to retain, export, or return it. You are solely responsible for exporting anything of value to you before termination.

Any provision that by its nature should survive termination — including those relating to ownership, feedback, confidentiality, fees accrued, disclaimers, limitations of liability, indemnification, verification, governing law, and general provisions — survives.

Any feature, offering, or environment identified as beta, preview, early access, pre-release, trial, evaluation, or otherwise not generally available is provided for evaluation only, on an "as is" basis, may be incomplete or unstable, may be changed or withdrawn at any time without notice, and is expressly excluded from every commitment, warranty, indemnity, support obligation, and service level of any kind. Use of such an offering is entirely at your own risk and must not be relied on for any production or business-critical purpose. We may delete any content held in such an environment at any time.

You must comply with all applicable export control, sanctions, import, and anti-corruption laws. You represent that you are not located in, organized under the laws of, or ordinarily resident in any embargoed or restricted jurisdiction, that you are not identified on any restricted-party or sanctions list, and that you will not make the Service available, directly or indirectly, in violation of any such law or for any prohibited end use. You further represent that you have not and will not offer, promise, or give anything of value to improperly influence any act or decision.

We will not be liable or responsible for any failure or delay in performance resulting from any cause beyond our reasonable control, including acts of God, natural disaster, fire, flood, epidemic, pandemic, war, terrorism, civil unrest, embargo, government or regulatory action, labor dispute, shortage or unavailability of supply, power or utility failure, network or connectivity disruption, cyberattack, denial-of-service activity, and the act or omission of any third party.

Neither party may issue any public statement regarding the other without the other's prior written consent, except that we may identify you as a customer, and use your name and logo, in our customer lists and promotional materials, subject to any trademark usage guidelines you provide to us in writing. You may withdraw that permission at any time by written notice to us, effective prospectively.

We may revise these Terms and any incorporated policy at any time in our sole discretion. Revisions take effect on posting or as otherwise indicated, except that a revision materially reducing your rights will, where practicable and where we hold current contact details for you, be notified to you in advance. Your continued access to or use of the Service after a revision takes effect constitutes your acceptance of it. If you do not accept a revision, your sole remedy is to stop using the Service and cancel your subscription. It is your responsibility to review these Terms periodically.

(a) Governing law. The Agreement and any dispute, claim, or controversy arising out of or relating to it or the Service, whether in contract, tort, or otherwise, are governed by the laws of the jurisdiction in which Desktop Ark maintains its principal place of business, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

(b) Venue. The parties submit to the exclusive jurisdiction and venue of the courts located in that jurisdiction, and waive any objection based on inconvenient forum.

(c) Informal resolution. Before commencing any proceeding, the party raising a dispute must give the other written notice describing it and must negotiate in good faith for at least thirty (30) days. This clause does not limit either party's right to seek injunctive relief at any time.

(d) No class actions. To the maximum extent permitted by applicable law, any claim must be brought in an individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding.

(e) Time limit. To the maximum extent permitted by applicable law, any claim arising out of or relating to the Agreement or the Service must be commenced within one (1) year after the claim arises, failing which it is permanently barred.

(f) Equitable relief. A breach of the provisions governing acceptable use, intellectual property, or confidentiality would cause irreparable harm for which damages would be an inadequate remedy, and the affected party is entitled to seek injunctive and other equitable relief without the necessity of posting bond or proving actual damages.

(a) Entire agreement. The Agreement constitutes the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous understandings, proposals, representations, and communications, whether written or oral.

(b) Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be, and the remaining provisions remain in full force and effect.

(c) Waiver. No failure or delay in exercising any right operates as a waiver of it, and no single or partial exercise precludes any further exercise. A waiver is effective only if in writing and signed by the party granting it.

(d) Assignment. You may not assign or transfer the Agreement or any right or obligation under it, by operation of law or otherwise, without our prior written consent, and any attempted assignment without such consent is void. We may assign or transfer the Agreement freely, including in connection with a merger, acquisition, reorganization, or sale of assets. The Agreement binds and benefits the parties and their permitted successors and assigns.

(e) No third-party beneficiaries. Except for our affiliates, licensors, and suppliers, who are intended third-party beneficiaries of the disclaimers, limitations, and indemnities in the Agreement, there are no third-party beneficiaries.

(f) Relationship. The parties are independent contractors. Nothing in the Agreement creates any partnership, joint venture, agency, fiduciary, or employment relationship.

(g) Notices and electronic communications. You consent to receive communications from us electronically, and agree that electronic communications satisfy any legal requirement that a communication be in writing. Notices to you may be given through the Service, by email to the address associated with your account, or by posting. Notices to us must be given through the contact details published on our website. You are responsible for keeping your contact details current.

(h) Headings and interpretation. Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation." No rule of construction requiring interpretation against the drafter applies.

(i) Language. The Agreement is drafted in English. Any translation is provided for convenience only, and the English version governs in the event of any discrepancy.

Questions about these Terms may be directed to us through the contact details provided on our website.