Terms of Use

PLEASE CAREFULLY READ THESE TERMS OF USE (THESE “TERMS”) OF ARCNINE LLC D/B/A “ARCNINE” (“ARCNINE” OR “WE” OR “OUR”) BEFORE CREATING AN ARCNINE ACCOUNT OR ACCESSING AND USING THE ARCNINE WEBSITE OR THE SERVICES (AS DEFINED BELOW) PROVIDED BY ARCNINE. THESE TERMS GOVERN YOUR ACCESS TO THE ARCNINE WEBSITE AND SERVICES PROVIDED AND AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. THESE AGREEMENTS (AS DEFINED IN THE INTRODUCTION SECTION) ARE SUBJECT TO A WAIVER OF TRIAL BY JURY. THESE TERMS GOVERN YOUR ACCESS TO AND THE USE OF THE ARCNINE WEBSITE AND SERVICES. FOR THE AVOIDANCE OF DOUBT, THE SERVICES AND WEBSITE ARE BEING PROVIDED IN ITS “BETA” VERSION AS PART OF A BETA PROGRAM OFFERING FOR EARLY USE.

The Arcnine website, arcnine.com (the “Website”), and Services are offered to you subject to your affirmative and unequivocal acceptance, without modification, of these Terms in their entirety. When accepted by you, these Terms form a legally binding contract between you and Arcnine.

INTRODUCTION

These Terms govern your access to and use of our Website, AI assistant powered by Sage AI, AI-generated content (as defined below), applications, functionalities and services (collectively, the “Services”). You agree to waive all claims, disputes, causes of action, or controversies against Arcnine and any of its parents, subsidiaries, affiliates, successors and assigns, and the officers, directors, employees, and shareholders of each of the foregoing (collectively, the “Arcnine Released Parties”), and release and hold harmless the Arcnine Released Parties from, any and all liability related to, arising out of, or based upon, the Services. By creating and registering an Arcnine account (“Arcnine Account”), accessing our Website, and/or using the Services, you agree to be, and are, bound by these Terms as well as the Arcnine Privacy Notice (the “Privacy Notice”), and all other rules, terms and conditions, policies, and notices applicable to your creation of an Arcnine Account, use of your Arcnine Account, or your access to, or use of, the Services, in each case, that are otherwise communicated to you by Arcnine (the “Other Terms” and, together with the Terms and the Privacy Notice, the “Agreements”). The Privacy Notice and Other Terms, as may be amended at any time and from time to time by Arcnine in Arcnine’s sole and absolute discretion, for any reason or no reason, are hereby incorporated by reference in their entirety into these Terms.

Subject to the Agreements, including these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business or personal purposes in accordance with the Agreements.

You acknowledge and agree that you shall not:

• modify, translate, adapt, make arrangement or any other alteration of the Website or any of the Services, or make any reproduction, distribution, communication, display or performance to the public of the results of such acts, or, generally, create derivative works from the Website or Services, in whole or in part;
• disassemble, decompile, reverse compile, reverse engineer or otherwise attempt to derive the source code, methodology, analysis, or results of the Services, in whole or in part, including but not limited to, for the purpose of developing, either personally or via third parties, a new product with the same or similar main functionality as the any of the Services;
• remove, modify, or conceal any product identification, copyright, proprietary or intellectual property notices or other such marks on or within the Website or Services;
• use the Website or Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy, intellectual property or other rights, or participate in any illegal, deceptive, misleading or unethical practices and activities, which may be detrimental to Arcnine or the Services; or
• use the Website or Services in any manner not authorized by the Agreements.

You further acknowledge and agree that you are not an employee or agent of Arcnine and shall not represent yourself as such.

AS-IS BETA OFFERING

You understand and acknowledge that the Services and Website are being provided as part of a beta program offering and may contain bugs, errors, and other problems.

AI-GENERATED CONTENT

Our Services use artificial intelligence powered by Sage AI to generate content and analyses (collectively, “AI-generated content”). You acknowledge that:

• AI-generated content may not always be accurate or appropriate;
• You are responsible for reviewing and verifying all AI-generated content before use; We do not guarantee, and are not responsible or liable for, the accuracy, completeness, or reliability of AI-generated content;
• You should use professional judgment when relying on AI-generated content; and
• No AI-generated content shall constitute tax, legal, trading, or investment advice of any kind whatsoever.

ACCOUNT AND PASSWORD

You may be required to create and register an Arcnine Account in order to access certain areas of the Website or use the Services. With respect to any such creation and registration, Arcnine may refuse to grant you, and you may not use, a username (or e-mail address) that is (i) already being used by someone else, (ii) that may be construed as impersonating another person, (iii) that belongs to another person, (iv) that violates the intellectual property or other rights of any person; that is offensive or (v) that Arcnine rejects for any other reason at their in its sole discretion.

Your username and password are for your personal use only, and not for use by any other person. You are responsible for maintaining the confidentiality of any password you may use to access the Websites and Services, and agree not to transfer your password or username, or lend or otherwise transfer your use of or access to the Website and Services, to any third party.

You are fully responsible for all interaction with the Website and Services that occurs in connection with your password or username. You agree to notify Arcnine immediately of any unauthorized use of your password or username or any other breach of security related to your account or the Website and Services, and to ensure that you “log off” (exit from your account with the Website and Services (if applicable)) at the end of each session. Arcnine is not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations.

Arcnine may, in its sole and absolute discretion, refuse to allow you to open an Arcnine Account or to access or use the Services, in each case, for any reason, or no reason. You shall not open an Arcnine Account on behalf of another individual, including, without limitation, for any individual who is prohibited by applicable law or these Terms from opening an Arcnine Account.

By opening an Arcnine Account or using the Services, you are representing and warranting that you are authorized to open an Arcnine Account, enter into the Agreements and use the Services. You may only create your Arcnine Account, use your Arcnine Account, and access and use the Services as specified in the Agreements. Failure to comply with the Agreements may result, without limitation, in suspension or closure of your Arcnine Account and/or suspension or termination of your access to, and use of, the Services.

INTERNATIONAL USE

None of the Services or underlying information available via the Website may be downloaded or otherwise exported to any jurisdiction or person to which such export is prohibited by applicable laws or regulations or to anyone on the United States Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading from, or using the Website, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list or otherwise violating any applicable export or other laws or regulations. You further agree to indemnify, reimburse and hold harmless Arcnine against any and all losses arising from, or relating to, any asserted violation by you of any applicable laws and/or administrative regulations relating to the control of exports of technical data and/or any other breaches of this section.

If you are residing in a jurisdiction that restricts the ability to enter into agreements such as set out in these Terms, you may not enter into these Agreements or use the Website or Services. Furthermore, if you are residing in a jurisdiction where it is forbidden by law to participate in the activities or services (such as the Website and Services) offered by Arcnine, you may not enter into these Agreements or use the Website or Services. By using the Website or Services, you are explicitly stating that you have verified in your own jurisdiction if your use of the Website or Services is allowed. We make no, and you acknowledge that we make no, representation that materials on the Website or contained in the Services are appropriate or available for use in all locations. Those who choose to access the Website or Services do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

Prohibition on Proxy Access

You may not use or access any other person’s Arcnine Account, with or without their consent, allow anyone else to access or use your Arcnine Account, with or without your consent, use any other person’s Arcnine Account login name and password to access the Services, with or without their consent, or allow anyone else to use your Arcnine Account login name and password to access the Services, with or without your consent. For clarity, the Agreements shall apply to you in the event you access another person’s Arcnine Account or use another person’s Arcnine Account login name and password to access the Services, whether or not you have opened your own Arcnine Account, and such access and/or use shall constitute a violation of these Terms.

In the event Arcnine determines, in its sole and absolute discretion, or otherwise believes, for any reason or no reason, that you are allowing another person to access and/or use your Arcnine Account, that you are using or accessing any other person’s Arcnine Account, that you are allowing another person to access the Services using your Arcnine Account, or that you are using another person’s Arcnine Account to access the Services, in addition to any other rights and remedies that Arcnine may have, Arcnine reserves the right to suspend or close any or all of your Arcnine Account(s) and/or suspend or terminate your ability to access or use the Services.

You are solely responsible for any and all acts and omissions that occur under your Arcnine Account, and you agree not to engage in unacceptable use of the Website or Services or any content including:

• Posting, storing, or disseminating any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters or other fraudulent schemes, or any other form of solicitation;
• Using any manual or automated software, devices, or other processes to “crawl” or “spider” any web pages contained in the Website or Services;
• Using any VPN or VPS on Arcnine Accounts is strictly prohibited and may result in account termination and forfeiture of profits.
• Using the Website or Services to gain competitive intelligence about Arcnine or the Website or Services to compete with Arcnine; and
• Harvesting or otherwise collecting any information about other customers, including email addresses or other contact information.

CONDITIONS OF ACCESS

You may not create an Arcnine Account or access or use the Services in the event:

• You are prohibited from creating an Arcnine Account or using the Services pursuant to any applicable laws, rules, regulations, or other authorized acts;
• Arcnine determines, in its sole and absolute discretion, for any reason or no reason, that your access to, or use of, the Services undermines the integrity of the Services;
• Your creation of Arcnine Account or access to, or use of, the Services violates the Agreements; or
• Your creation of an Arcnine Account or access to, or use of, the Services is prohibited pursuant to a court order or regulatory body or would be in violation of any applicable laws, rules, regulations, or other authorized acts as determined by Arcnine in its sole and absolute discretion, for any reason or no reason.

Arcnine may suspend or close your Arcnine Account and/or suspend or terminate your use of the Services in the event Arcnine learns or has reason to believe that you created or used your Arcnine Account or accessed or used the Services in violation of the Agreements as determined by Arcnine in its sole and absolute discretion, for any reason or no reason. A violation of the Agreements includes, without limitation:

• Using your Arcnine Account and/or the Services to engage in any type of fraud, including, without limitation, financial or payment fraud or money laundering;
• Engaging in any conduct that is improper, unfair, adverse to the operation of the Services, or in any way detrimental to any other Arcnine customers;
• Using your Arcnine Account or accessing or using the Services in any way that (a) is detrimental to Arcnine or its affiliate(s) or partner(s) or the brand(s) of Arcnine or its affiliate(s) or partner(s), (b) is disparaging or otherwise portrays Arcnine or its affiliate(s) or partner(s) in a negative light, or (c) has a negative impact on the integrity of Arcnine or its affiliate(s)’ or partner(s)’ products, services, or business operations;
• Using, or allowing any other person or entity to use, any automated means, automated computerized software, or equivalent mechanisms, including, without limitation, bots, scripts, artificial intelligence, programs, parsers, spiders, screen scrapers, or tools, to interact with the Website or the Services, including, without limitation, to collect any information or content from the Services or the Website;
• Exploiting any obvious errors with the Website or the Services in any manner;
• Abusing your Arcnine Account, Website, and/or the Services;
• Tampering with, interfering with, circumventing, or bypassing any systems, controls, policies, or security measures of your Arcnine Account or associated with access to, or use of, the Website or the Services; or
• Collecting other customers’ information for any purpose.

AGREEMENT TO BE BOUND

You must be at least 18 years old and capable of forming a binding contract to create an Arcnine Account and/or use our Services.

By creating an Arcnine Account and/or using your Arcnine Account to access the Services (or by otherwise accessing or utilizing the Services in any manner), you represent and warrant that you meet these requirements and agree to be bound by the Agreements. The Agreements govern and apply to: (i) your creation and use of any Arcnine Account; (ii) your access to and use of the Website; and (iii) your access to, and use of, the Services.

CONFIDENTIALITY

You shall maintain the confidentiality of all non-public information about Arcnine, its operations, business strategies, customers, and any other proprietary or confidential information or data disclosed and displayed to you in connection with your use of the Services or the Website (“Confidential Information”). You shall not disclose, publish, or otherwise reveal any Confidential Information to any third party during the term of these Terms or at any time thereafter, except as required by applicable law. You shall use Confidential Information solely in connection with your use of the Services and for no other purpose. You acknowledge and agree that any unauthorized disclosure of Confidential Information may cause irreparable harm to Arcnine and that Arcnine shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity.

GRANT OF LICENSE TO ARCNINE

Except where prohibited by law, by creating an Arcnine Account through the Website, or accessing or using the Services, you grant Arcnine a the worldwide, perpetual, irrevocable, enterprise-wide, royalty-free right to use your name, login name, photograph, likeness, statements, biographical information, city and state or jurisdiction of residence, and other identifying information in any and all forms of media, now known or hereafter devised, for advertising and promotional purposes related to the Services, any other Arcnine products and services without any additional consideration, compensation, notification, review, approval, or permission. You hereby agree to sign any publicity release required by Arcnine.

CUSTOMER CONTRIBUTIONS

Except to the extent otherwise expressly provided by Arcnine, any and all comments, posts, messages, reviews, feedback, information or other materials submitted to Arcnine through or in association with the Website, or any products and/or Services provided via the Website (collectively, “Customer Contributions”) shall be considered non-confidential and Arcnine’s property. By submitting such Customer Contributions to Arcnine, you hereby (i) irrevocably assign and transfer to Arcnine, without charge, all worldwide rights, title and interest in and to such Customer Contributions, including all copyrights and other intellectual property rights and the right to prosecute and recover monetary damages for any infringements and other violations thereof, (ii) irrevocably waive any rights of attribution and other moral rights thereto, and (iii) agree that Arcnine shall be free to use such Customer Contributions in any manner or media whatsoever, on an unrestricted basis and without any attribution, royalties or other compensation to you.

DISCLAIMER OF WARRANTIES

THE WEBSITE AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that:

• The Services will be uninterrupted, secure, or error-free;
• The results obtained from the Services will be accurate or reliable;
• AI-generated content will meet your requirements or expectations; or
• Any errors or defects will be corrected.

You acknowledge that the Services are not a substitute for professional judgment and advice. You are solely responsible for your use of the Services and any decisions made based on information provided through the Services. You assume all risks and all costs associated with your use of the Services.

LINKS TO THIRD PARTY WEBSITES

You acknowledge that, at any time, Arcnine may provide links to the websites of third parties via the Website. Arcnine is not responsible for the content of any links, any products, services or other materials relating to any linked site, the privacy practices or policies of the owners or operators of such sites, any link contained in a linked site, or for monitoring any use by you thereof. The display of any link does not imply endorsement by Arcnine of the linked site or any content therein. We make no representations or warranties as to the accuracy of, or any other aspect of, other websites or their privacy practices or policies. IN NO EVENT WILL ARCNINE OR OTHER ARCNINE PARTIES BE LIABLE, DIRECTLY OR INDIRECTLY, TO ANYONE FOR ANY DAMAGE OR LOSS ARISING FROM OR RELATING TO ANY USE OR RELIANCE ON ANY PRODUCTS, SERVICES OR OTHER MATERIALS RELATING TO ANY LINKED THIRD-PARTY SITE, OR ANY LINK CONTAINED IN A LINKED SITE OR THE OWNER OR OPERATOR THEREOF.

PRIVACY

The terms of the Privacy Notice are hereby incorporated into these Terms. We advise you to check our Privacy Notice periodically for changes. You hereby consent to our collection, use and disclosure of your personal information in accordance with and for such purposes as described in our Privacy Notice. Without limiting the foregoing, you acknowledge and agree that Arcnine may collect information and data, including, without limitation, information and data about your use of the Website and Services, and your support requests, and provide such information to Arcnine and any of its subsidiaries and affiliates, partners and other third parties in connection with the provision, maintenance, administration or usage of the Website or Services or in connection with enforcement of any agreements relating to the Website or Services.

WAIVER OF DAMAGES AND CONSEQUENTIAL DAMAGES

YOU ACKNOWLEDGE AND AGREE THAT NEITHER ARCNINE NOR THE ARCNINE RELEASED PARTIES ARE RESPONSIBLE FOR YOUR COMPLIANCE WITH APPLICABLE LAW IN YOUR USE OF THE WEBSITE OR THE SERVICES. YOU AGREE TO RELEASE AND HOLD HARMLESS THE ARCNINE RELEASED PARTIES (AS DEFINED IN THE AUTHORIZATIONS AND AGREEMENTS BY YOU SECTION) FROM ANY AND ALL LIABILITY RELATED TO, AND AGREE TO WAIVE ALL DISPUTES, CAUSES OF ACTION, CONTROVERSIES, AND CLAIMS AGAINST THE ARCNINE RELEASED PARTIES ARISING OUT OF, YOUR COMPLIANCE OR NON-COMPLIANCE WITH APPLICABLE LAW IN CONNECTION WITH YOUR USE OF THE WEBSITE OR THE SERVICES.

INDEMNIFICATION

By creating an Arcnine Account, or by accessing or using the Website or the Services in any manner, you agree to indemnify, release, and hold harmless the Arcnine Released Parties from any and all liability, claims, actions, proceedings, damages, losses, costs, expenses (including reasonable attorneys’ fees, court costs, and other legal expenses, including, without limitation, those costs incurred at the trial and appellate levels and in any bankruptcy, reorganization, insolvency, or other similar proceedings), fines, penalties, or settlements of any kind whatsoever, including, without limitation, personal injury, death, or losses to or damage of property, which directly or indirectly arise from, are related to, or are based upon: (i) your access or use of the Website or the Services and/or your Arcnine Account; (ii) your breach of the Agreements; (iii) your violation of any applicable laws, rules, government orders, or regulations; (iv) your use of the Intellectual Property in a manner that violates, infringes upon, or otherwise misappropriates any patents, copyrights, trademarks, Intellectual Property rights, publicity rights, rights of privacy, or any other third party rights; (v) your rights of publicity or privacy; and (vi) use of any information you submit to Arcnine, including, without limitation, any false or misleading information provided by you or any misrepresentations made by you, regardless of their form or nature (“Indemnification Claims”). Without waiving any rights under this section, Arcnine reserves the right, without your consent, to control the settlement and/or defense of any Indemnification Claims. You agree to provide Arcnine with any cooperation, assistance, and/or information requested by Arcnine in connection with Arcnine’s settlement or defense of any Indemnification Claims. You will not, without Arcnine’s prior written consent, enter into any settlement agreements in relation to any Indemnification Claims or make any statements or admissions or take any action that prejudices the settlement or defense of any Indemnification Claim.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ARCNINE RELEASED PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, WHETHER IN AN ACTION IN CONTRACT, TORT, OR OTHERWISE, ARISING FROM YOUR USE OF THE SERVICES.

IN NO EVENT SHALL THE ARCNINE RELEASED PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSE OF ACTION EXCEED ONE HUNDRED DOLLARS ($100).

JURY TRIAL WAIVER

You and Arcnine expressly and knowingly WAIVE THE RIGHT TO TRIAL BY JURY to the maximum extent permitted by applicable law, except to the extent such waiver is prohibited by law.

INTELLECTUAL PROPERTY RIGHTS

All text, information, layout, software, scripts, data, technology, graphics, photos, sounds, music, videos, other copyrightable material, interactive features, designs, instructions, the look and feel of your Arcnine Account, the Website, and the Services and the compilation and arrangement of information on the Arcnine Account, the Website, and the Services, and the like and the trademarks, trade dress, product names, service marks, logos, trade names, trade identities, and other intellectual property rights contained therein (the “Intellectual Property”), are owned by or licensed to Arcnine, and are protected by copyright, trademark, patent, and other intellectual property rights under United States and foreign laws and international conventions. Arcnine grants to you a limited, non-transferable, fully revocable, non-sublicensable, non-exclusive right to create an Arcnine Account, to access and use the Website, to access and use the Services, and to the Intellectual Property, in each case, for your personal or internal business use only, and your creation of an Arcnine Account, access to, and use of, the Website, access to, and use of, the Services, and the Intellectual Property may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Arcnine, which may be withheld or revoked in Arcnine’s sole and absolute discretion, for any reason or no reason. Arcnine reserves all rights not expressly granted in All text, information, layout, software, scripts, data, technology, graphics, photos, sounds, music, videos, other copyrightable material, interactive features, designs, instructions, the look and feel of your Arcnine Account, the Website, and the Services and the compilation and arrangement of information on the Arcnine Account, the Website, and the Services, and the like and the trademarks, trade dress, product names, service marks, logos, trade names, trade identities, and other intellectual property rights contained therein (the “Intellectual Property”), are owned by or licensed to Arcnine, and are protected by copyright, trademark, patent, and other intellectual property rights under United States and foreign laws and international conventions. Arcnine grants to you a limited, non-transferable, fully revocable, non-sublicensable, non-exclusive right to create an Arcnine Account, to access and use the Website, to access and use the Services, and to the Intellectual Property, in each case, for your personal or internal business use only, and your creation of an Arcnine Account, access to, and use of, the Website, access to, and use of, the Services, and the Intellectual Property may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Arcnine, which may be withheld or revoked in Arcnine’s sole and absolute discretion, for any reason or no reason. Arcnine reserves all rights not expressly granted in and to your Arcnine Account, the Website, your use of the Services, and the Intellectual Property. You agree to not engage in the use, copying, or distribution of any of the Intellectual Property, other than as expressly permitted herein. Arcnine may, in its sole and absolute discretion, for any reason or no reason, immediately terminate or suspend your right to use any Intellectual Property. You agree not to circumvent, disable, or otherwise interfere with any features or controls that prevent or restrict use or copying of any Intellectual Property.

Notice and Procedure for Making Claims of Intellectual Property Infringement

Arcnine respects the intellectual property rights of others. If you believe that any content on this Website may infringe your copyrights or other intellectual property rights, please provide Arcnine the written information specified below. Please note that this procedure is exclusively for notifying Arcnine that your intellectual property rights have been infringed.

• An electronic or physical signature of the person authorized to act on behalf of the owner of the intellectual property interest;
• A description of the intellectual property right that you claim has been infringed;
• A description of where the material that you claim is infringing is located on the Website;
• Your address, telephone number, and e-mail address;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the intellectual property owner, its agent, or the law;
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the intellectual property owner or authorized to act on the intellectual property owner’s behalf.

Notifications of claimed intellectual property infringement should be sent to: support@arcnine.com.

COMPLAINTS

In the event you have any questions, concerns, or complaints related to the Website, your Arcnine Account, or the Services, please e-mail Arcnine’s customer support at support@arcnine.com. You will use reasonable and good faith efforts to attempt to resolve any complaints, disputes, claims, or controversies you have with Arcnine through Arcnine’s customer support prior to commencing any lawsuit.

CONSENT TO JURISDICTION IN FLORIDA, CHOICE OF LAW, ATTORNEYS’ FEES

The Agreements shall be governed by the internal substantive laws of Florida, without respect to its conflict of laws principles or any other law or regulation that would permit or require the application of the substantive laws of any jurisdiction other than Florida. The exclusive jurisdiction and venue for proceedings involving any and all disputes, claims, causes of action, or controversies arising out of or relating to the Agreements, the breach thereof, your Arcnine Account, access to, or use of, the Website, or access to, or use of, the Services (“Claims”) shall be the courts of competent jurisdiction sitting within Palm Beach County, Florida (the “Forum”). You hereby irrevocably waive any argument that any such court does not have personal jurisdiction or that the Forum is not appropriate or convenient. In the event that you initiate a proceeding involving a Claim other than in the Forum, you agree that Arcnine shall recover from you all attorneys’ fees and expenses reasonably incurred in enforcing the Forum to which you and Arcnine have herein agreed.

You and Arcnine expressly and knowingly WAIVE THE RIGHT TO TRIAL BY JURY to the maximum extent permitted by applicable law, except to the extent such waiver is prohibited by law.

TIME BAR

You agree, to the maximum extent permitted by applicable law, that any and all Claims you have or may come to have must be commenced within one (1) year from the date the cause of action for such Claim accrues, or you irrevocably waive such Claim and are forever barred from asserting such Claim.

MISCELLANEOUS

Nothing in the Agreements shall create or confer any rights or other benefits in favor of any third parties except as specifically provided herein.

The Agreements, your Arcnine Account, your access and use of the Services, and any rights granted to you under the Agreements, may not be assigned, pledged, sublicensed, or otherwise transferred by you, either voluntarily or by operation of law, to any third party without Arcnine’s prior written consent, which may be withheld in the sole and absolute discretion of Arcnine, for any reason or no reason. Arcnine reserves the right to assign, sublicense, pledge, or otherwise transfer the Agreements, your Arcnine Account, and any of Arcnine’s rights or obligations under the Agreements, in each case, in whole or in part, to any affiliate of Arcnine or any third party, without your consent or notice to you, in Arcnine’s sole and absolute discretion, for any reason or no reason.

Nothing in the Agreements shall create or be deemed to create a partnership, agency, trust arrangement, fiduciary relationship, or joint venture between you and any of the Arcnine Released Parties.

Third parties that market the Website and/or Services shall not be responsible or liable for the Website, the Services, or any of the content, software, or functions made available on, accessed through, or sent from, the Website and/or Services. You agree to indemnify, release, and hold harmless the Arcnine Released Parties from any and all liability, Claims, actions, proceedings, damages, losses, costs, expenses (including reasonable attorneys’ fees, court costs, and other legal expenses, including, without limitation, those costs incurred at the trial and appellate levels), fines, penalties, or settlements of any kind whatsoever, including, without limitation, personal injury, death, or losses to or damage of property, which directly or indirectly arise from, are related to, or are based upon any third party that markets the Website and/or Services.

Any waiver of a term or condition in the Agreements must be in writing signed by the party waiving such term or condition. No waiver of any term or condition of the Agreements shall be deemed a further or continuing waiver of such term or any other term, and Arcnine’s failure to assert any right or provision under the Agreements shall not constitute a waiver of such right or provision. In the event any term of the Agreements is to any extent illegal, otherwise invalid, or incapable of being enforced, such term shall be enforced to the maximum extent permissible, and all other terms of the Agreements shall remain in full force and effect.

Arcnine reserves the right to amend the Agreements (including these Terms) at any time, and without notice to you, in its sole and absolute discretion, for any reason or no reason. It is your responsibility to review the Agreements for any changes prior to creating an Arcnine Account, using the Website, or accessing or using the Services. Any amendments to the Agreements will be effective and binding upon the posting of the amended Agreements. Your continued use of your Arcnine Account, the Website, or the Services after Arcnine amends the Agreements shall be deemed to constitute your affirmative and unequivocal acceptance and agreement to the amended Agreements. In the event you do not agree to or accept the amended Agreements, you must close your Arcnine Account by e-mailing support@arcnine.com or through your Arcnine Account and stop accessing and using the Services.

Arcnine shall not be liable for or deemed in default of the Agreements due to any delay or failure by Arcnine to comply with any provision of the Agreements due to any cause beyond Arcnine’s control, including, without limitation, acts of God, acts of nature, acts of government or other competent regulatory or executive authority, war or national emergency, riots, civil commotion, fire, explosion, flood, lightning, extremely severe weather, epidemic, or pandemic.

Creating an Arcnine Account and accessing or using the Website or the Services from your wireless device may cause you to incur data or other charges from your wireless carrier. You are solely responsible for any carrier charges associated with creating an Arcnine Account and accessing or using the Services from your wireless device.

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision.

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

ACKNOWLEDGMENT OF DISCLOSURES

YOU UNDERSTAND THE AGREEMENTS AND CONSENT AND AGREE TO ALL OF THE TERMS SET FORTH THEREIN.