Terms of Use
Welcome to Arkimedes! These Terms of Use ("Terms") govern your access to and use of the Arkimedes platform and services provided by Arkimedes Inc ("Arkimedes", "we", "us", or "our"). By accessing or using the platform, you agree to be bound by these Terms.
1. Definitions
1.1. “Account” means a registered account created or used to access the Services. Access to an Account is provided exclusively through company-issued credentials using OAuth 2.0 authentication.
1.2. “Customer” means the legal entity or individual acquiring a Subscription.
1.3. “Customer Data” means any data, content, files, prompts, instructions, materials, documents, communications, or information submitted, uploaded, transmitted, generated, or otherwise made available by or on behalf of Customer through the Services.
1.4. “Force Majeure Event” means any event or circumstance beyond the reasonable control of the Affected Party, which prevents or materially hinders the performance of its obligations, including but not limited to: acts of God, natural disasters, fire, flood, explosion, war, terrorism, civil unrest, riots, embargoes, strikes, labor disputes, governmental orders, sanctions, changes in law or regulation, epidemics, pandemics, or failures in public infrastructure or telecommunications not caused by the Party invoking this cause.
1.5. “Output” means any content, analysis, recommendation, summary, report, workflow, automation result, prediction, insight, or other material generated through the Services.
1.6. “Services” means Arkimedes’ proprietary AI platform and related functionality designed for strategy, operations, automation, analytics, workflow management, and related business purposes.
1.7. “Subscription” means the limited, revocable, non-exclusive, non-transferable, and non-sublicensable right granted by Arkimedes to access and use the Services during the applicable subscription period.
1.8. “User” means any individual who accesses or uses the Services through an Account. All activities conducted by a User through an Account shall be deemed activities of the Customer associated with such Account.
1.9. “You” and “Your” refer to the Customer and any User accessing or using the Services through an Account associated with the Customer. All obligations, responsibilities, liabilities, and commitments assumed under these Terms shall be deemed obligations, responsibilities, liabilities, and commitments of the Customer.
2. Eligibility
2.1. You may use the Services only if:
(a) you have legal capacity to enter into binding agreements;
(b) you are not prohibited from using the Services under applicable law;
(c) where applicable, you are authorized to act on behalf of the organization that subscribes to the Services.
2.2. You are responsible for ensuring that all use of the Services through your Accounts complies with these Terms at all times.
3. Subscriptions and Payments
3.1. Subscription plan
(a) Unless otherwise agreed in writing, all Subscriptions are purchased on a monthly basis (“Subscription Term”) and remain active until cancelled in accordance with these Terms.
(b) Arkimedes reserves the right to modify, discontinue, replace, or introduce Subscription plans, features, functionality, usage limits, or pricing at any time. Any pricing changes shall apply prospectively and shall become effective upon the next billing cycle following notice to Customer.
3.2. Automatic Renewal
(a) Unless cancelled before the end of the then-current subscription period, each Subscription shall automatically renew for successive monthly periods, and Customer authorizes Arkimedes to charge the applicable subscription fees for each renewal term using the designated payment method.
3.3. Fees
(a) You shall pay all applicable fees, charges, taxes, and other amounts associated with the selected Subscription plan.
(b) All fees are stated and payable in United States Dollars (USD), unless otherwise specified by Arkimedes.
(c) You are solely responsible for any taxes, duties, levies, withholding obligations, or governmental charges arising from its use of the Services, excluding taxes based on Arkimedes’ net income.
3.4. Payment Processing
(a) Payments are processed via third-party payment processors or bank transfers.
(b) Arkimedes does not store any payment information and is not responsible for the performance, availability, security, acts, omissions, or failures of any third-party payment provider.
3.5. Free Trials and Promotional Access
(a) Arkimedes may, in its sole discretion, offer free trials, promotional access, or other promotional opportunities.
(b) Arkimedes reserves the right to modify, limit, suspend, terminate, or revoke any such offering at any time without liability and without prior notice.
3.6. No Refunds
(a) Arkimedes shall have no obligation to provide refunds, credits, rebates, or prorated reimbursements for unused Services, partial subscription periods, downgrades, cancellations, suspension of access resulting from Customer's breach, or termination prior to the end of a billing period.
4. Access to the Services
4.1. Subject to your compliance with these Terms and payment of all applicable fees, Arkimedes grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to access and use the Services during the applicable Subscription Term.
4.2. Arkimedes reserves the right, at any time and in its sole discretion, to modify, update, enhance, replace, restrict, suspend, discontinue, or remove any feature, functionality, integration, model, capability, interface, or component of the Services without liability.
4.3. Arkimedes may establish and enforce usage limits, rate limits, storage limits, limits on the number of Accounts per Customer, security requirements, technical restrictions, and other operational parameters applicable to the Services.
4.4. Nothing in these Terms shall be interpreted as granting you any ownership interest in the Services or in any underlying software, models, systems, infrastructure, or intellectual property.
5. Account and Security
5.1. Customer is responsible for:
(a) maintaining the confidentiality of login credentials;
(b) controlling access to Accounts;
(c) ensuring that Users comply with these Terms;
(d) promptly notifying Arkimedes of any unauthorized access, security incident, or misuse.
5.2. Customer shall be fully responsible for all activities conducted through its Accounts, whether authorized by Customer or not.
5.3. Arkimedes shall have no liability arising from unauthorized access, misuse of Accounts, credential theft, security breaches, or loss of data resulting from your failure to maintain adequate security measures, protect credentials, control Account access, or comply with its obligations under these Terms.
5.4. Arkimedes reserves the right to suspend, restrict, disable, or terminate any Account where it reasonably believes that such action is necessary to protect the security, integrity, availability, or lawful operation of the Services.
6. Use Rights
6.1. You may access, use, copy, export, and download your Customer Data and Outputs through the functionality made available by Arkimedes.
6.2. You retain ownership of all Customer Data submitted, uploaded, transmitted, or otherwise provided through the Services, as well as all Outputs generated through your authorized use of the Services, subject to any applicable third-party rights and restrictions. ARKIMEDES DOES NOT REPRESENT OR WARRANT THAT ANY OUTPUT IS ELIGIBLE FOR COPYRIGHT OR OTHER INTELLECTUAL PROPERTY PROTECTION.
6.3. Certain functionalities of the Services may rely on third-party technologies, software, models, infrastructure, or services. You acknowledge that the use of such functionalities may be subject to applicable third-party terms, conditions, restrictions, and technical limitations.
7. Restrictions and Prohibited Conduct
7.1. You shall not:
(a) reverse engineer, decompile, disassemble, decode, translate, modify, adapt, or otherwise attempt to derive the source code, underlying structure, models, algorithms, prompts, workflows, or methodologies of the Services;
(b) scrape, harvest, extract, mine, copy, collect, or otherwise obtain data, content, Outputs, or information from the Services through automated means or in a systematic manner;
(c) use bots, scripts, crawlers, automated tools, or other automated means to access or interact with the Services;
(d) exploit, misuse, interfere with, disrupt, circumvent, test, or compromise the security, integrity, availability, performance, or operation of the Services;
(e) use the Services in any manner that violates applicable laws, regulations, third-party rights, or these Terms;
(f) upload, transmit, store, process, or otherwise provide any unlawful, infringing, fraudulent, defamatory, harmful, confidential, sensitive, or regulated data without all necessary rights, authorizations, consents, and legal permissions;
(g) resell, sublicense, lease, distribute, assign, transfer, commercialize, white-label, or otherwise make the Services available to any third party;
(h) access or use the Services for the purpose of developing, training, improving, benchmarking, evaluating, monitoring, or operating any competing product, service, model, platform, or technology.
7.2. Any use of the Services by a direct competitor of Arkimedes, or for purposes of competitive analysis, benchmarking, monitoring, replication, or development of competing products or services, is strictly prohibited.
7.3. You are solely responsible for the legality, accuracy, quality, integrity, and authorization of all data submitted through the Services.
7.4. Arkimedes reserves the right to investigate any actual or suspected violation of this Section and may suspend or terminate access to the Services immediately if it reasonably determines that a violation has occurred or may occur, without liability.
8. Data Privacy and Security
8.1. Arkimedes processes Customer Data in connection with the registration, provision, operation, administration and security of the Services, as further described in the Privacy Policy available at https://arkimedes.com/privacy-policy.
8.2. Certain Customer Data identified at the point of collection as required is necessary to create or maintain an account, provide the Services, process transactions, comply with legal obligations or protect the security and integrity of the Services. If such data is not provided, Arkimedes may be unable to create or maintain the account, provide the relevant Service or feature, or complete the requested transaction. Optional data and processing will be identified as such. Refusing or withdrawing consent to optional processing will not affect access to the core Services, except where the relevant data is technically necessary to provide the specific optional feature selected by the User.
8.3. Where consent is the applicable legal basis, Arkimedes will request it separately through a specific affirmative action. Acceptance of these Terms does not, by itself, constitute consent to optional processing or to the processing of special categories of Customer Data. Consent may be withdrawn at any time, without affecting the lawfulness of processing carried out before withdrawal. The relevant processing or optional feature may cease following withdrawal, as explained when consent is requested.
8.4. The User and, where applicable, the Customer are responsible for ensuring that Customer Data submitted through the Services has been lawfully collected and may lawfully be disclosed to and processed by Arkimedes. Unless expressly permitted by the applicable Service documentation and agreed safeguards, Users must not submit special categories of Customer Data, criminal-conviction data, children’s data, government identification numbers, financial credentials or other highly sensitive information. Arkimedes may restrict processing, remove or quarantine affected data, suspend the relevant functionality or require the Customer to take corrective action where reasonably necessary to comply with applicable law or address a material privacy or security risk.
8.5. Arkimedes maintains appropriate technical and organizational measures designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access. These measures include, as appropriate to the relevant system and risk, encryption in transit and at rest, access controls, monitoring, backup and recovery procedures, vulnerability management and incident-response processes. No method of transmission, storage or security can eliminate every risk, and Arkimedes does not warrant that a security incident can never occur. This does not exclude or limit any liability that cannot lawfully be excluded. Users are responsible for protecting their credentials, devices, account permissions and integrations, and must promptly notify Arkimedes of any suspected unauthorized access.
8.6. Arkimedes may engage affiliates, infrastructure providers, hosting providers, service providers and subprocessors to process Customer Data for the purposes described in the Privacy Policy. Such providers will be subject to appropriate contractual, confidentiality and security obligations. International transfers and applicable transfer safeguards are described in the Privacy Policy.
9. Availability and Modifications
9.1. Our target service uptime is 99.99%. Such target is an operational objective only and does not constitute a warranty, guarantee, service level commitment, or contractual obligation.
9.2. Arkimedes reserves the right, at any time and in its sole discretion, to modify, update, enhance, restrict, suspend, discontinue, or remove any feature, functionality, integration, component, or portion of the Services, with or without notice and without liability.
9.3. Arkimedes shall not be liable for any interruption, delay, unavailability, degradation of performance, loss of data, or other consequence arising from maintenance activities, updates, third-party service failures, infrastructure outages, security incidents, or circumstances beyond its reasonable control.
10. Support
You may contact us for support via email or chat.
11. Termination
11.1. You may cancel at any time the applicable Subscription.
11.2. Any termination initiated by you shall become effective at the end of the then-current Subscription period. Pursuant to Section 3.6, You shall not be entitled to any refund, credit, rebate, or prorated reimbursement of fees already paid.
11.3. Arkimedes reserves the right, in its sole discretion, to suspend, restrict, or terminate access to the Services immediately, with or without notice, in the event of misuse of the Services, violation of these Terms, suspected unlawful activity, security concerns, or any conduct that may expose Arkimedes, its users, or third parties to legal, operational, reputational, or security risks. Any such suspension, restriction, or termination, whether or not it occurs before the expiration of the applicable Subscription period, shall not entitle Customer to any refund, credit, rebate, prorated reimbursement, or other compensation for fees previously paid.
11.4. Upon termination or expiration of a Subscription, your right to access and use the Services shall immediately cease.
11.5. Following termination, Arkimedes may retain Customer Data for thirty (30) days. Thereafter, Arkimedes may permanently delete such Customer Data without further notice and shall have no obligation to maintain, store, recover, or provide access to such data.
12. User Responsibilities
12.1. You are solely responsible for ensuring that your access to and use of the Services, including the use of any Outputs generated through the Services, complies with all applicable laws, regulations, industry standards, contractual obligations, and third-party rights.
12.2. Arkimedes shall not be liable for any unlawful, unauthorized, improper, or non-compliant use of the Services conducted by you.
13. Limitation of Liability
13.1. The Services are provided on an “as is” and “as available” basis.
13.2. To the maximum extent permitted by applicable law, in no event shall Arkimedes, its affiliates, directors, officers, employees, contractors, agents, licensors, or service providers be liable for any indirect, incidental, special, consequential, exemplary, punitive, or similar damages, including loss of profits, revenue, data, business opportunity, goodwill, reputation, or business interruption, even if advised of the possibility of such damages.
13.3. Arkimedes shall not be liable for any loss, damage, liability, or claim arising from:
(a) Customer Data;
(b) Outputs generated through the Services;
(c) Customer or User’s reliance on any Output;
(d) Unauthorized access to Accounts;
(e) Third-party systems, services, integrations, infrastructure, or providers;
(f) Misuse of the Services or violation of these Terms.
13.4. To the maximum extent permitted by applicable law, Arkimedes’ aggregate liability arising out of or relating to the Services or these Terms shall not exceed the total amount actually paid by Customer to us during the twelve (12) months immediately preceding the event giving rise to the claim.
14. Indemnity
14.1. You shall indemnify, defend, and hold harmless Arkimedes, its affiliates, directors, officers, employees, contractors, agents, licensors, and service providers from and against any and all third-party claims, demands, actions, proceedings, damages, losses, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
(a) Your access to or use of the Services;
(b) any Customer Data submitted through an Account;
(c) any Output used, distributed, published, relied upon, or otherwise exploited by you;
(d) Your violation of these Terms;
(e) Your violation of any applicable law, regulation, or third-party right, including intellectual property, privacy, confidentiality, publicity, or data protection rights.
14.2. The obligations set forth in this Section shall survive the suspension, termination, or expiration of any Subscription.
15. Intellectual Property
15.1. Except for Customer Data and Outputs, all right, title, and interest in and to the Services, including all software, source code, object code, models, algorithms, workflows, interfaces, designs, documentation, technology, infrastructure, know-how, trade secrets, trademarks, service marks, logos, and other intellectual property rights associated with the Services or Arkimedes Inc, are and shall remain the exclusive property of Arkimedes and its licensors.
15.2. Nothing in these Terms grants you any ownership rights, license rights, or other proprietary interest in the Services except for the limited right to access and use the Services expressly granted under these Terms.
15.3. Any suggestions, feedback, recommendations, enhancement requests, comments, or ideas provided by you regarding the Services may be used by us without restriction and without any obligation of compensation, attribution, or accounting to you.
15.4. You shall not remove, alter, obscure, or interfere with any copyright notice, trademark, proprietary legend, or other notice of ownership appearing in or relating to the Services.
16. Jurisdiction and Applicable Law
16.1. These Terms are governed by the laws of the State of Delaware, USA.
16.2. All disputes shall be exclusively resolved in the state or federal courts located in Delaware.
17. Changes to Terms
17.1. We may update these Terms from time to time. We will notify you via email and/or in-app alert. Continued use of the platform constitutes acceptance of the revised Terms.
18. Force Majeure Events
18.1. Arkimedes shall not be held liable for any delay or failure to perform its obligations under these Terms if such delay or failure is directly caused by a Force Majeure Event, provided that Arkimedes (a) promptly notifies Customer of the occurrence and anticipated duration of the event, and (b) uses commercially reasonable efforts to mitigate its effects and resume performance.
18.2. The performance of Arkimedes’ affected obligations shall be suspended for the duration of the Force Majeure Event and shall resume promptly once the event no longer materially prevents or hinders such performance.
18.3. Customer may not invoke a Force Majeure Event to delay, suspend or excuse its payment obligations under these Terms.
18.4. Arkimedes shall use commercially reasonable efforts to mitigate the effects of any Force Majeure Event and to resume full performance of its obligations as soon as practicable.
19. Miscellaneous
19.1. These Terms constitute the entire agreement between you and Arkimedes.
19.2. Assignment. You may not assign or transfer these Terms, in whole or in part, without Arkimedes' prior written consent, and any purported assignment in violation of this Section shall be void. Arkimedes may assign these Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets.
19.3. Notices. Notices to Arkimedes shall be sent to the contact address specified in these Terms. Notices to Customer may be given by email to the address associated with the Account or by in-app notification, and shall be deemed received when sent.
19.4. Relationship of the Parties. The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary, or employment relationship between them.
19.5. No Waiver. No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. No waiver shall be effective unless made in writing.
19.6. Survival. Any provision that by its nature should survive termination shall survive, including Sections 13 (Limitation of Liability), 14 (Indemnity), 15 (Intellectual Property), 16 (Jurisdiction and Applicable Law), and 19 (Miscellaneous).
19.7. Order of Precedence. In the event of any conflict between these Terms, the Privacy Policy, and any order form or written agreement executed between the parties, the documents shall govern in the following order of precedence: (i) any executed written agreement or order form; (ii) these Terms; and (iii) the Privacy Policy.
19.8. To the fullest extent permitted by applicable law, you waive any right to initiate, join, or participate in any dispute against Arkimedes by way of a class action, group action, consolidated, coordinated, or mass proceeding, or representative action—whether in court, in arbitration, or in any other proceeding—whether as a member of a group or as a representative, or to act in the capacity of a private attorney general.
19.9. If any provision of this Terms is found to be invalid, unlawful or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
19.10. In the event that either Party takes any action, whether judicial or extrajudicial, to enforce its rights under these Terms, the prevailing Party shall be entitled to recover all costs and expenses incurred, including reasonable attorneys’ fees, expert witness fees, court costs and collection costs.
19.11. For questions about these Terms, contact us at: legal@arkimedes.com