Terms & Conditions

Arc grants you a limited, non-exclusive, non-transferable license to access and use the Site for lawful purposes only. You agree not to:

• Reproduce, duplicate, copy, or resell any portion of the Site or Services without express written permission
• Attempt to gain unauthorized access to the Site or Services
• Transmit viruses, malware, or any code of destructive nature
• Engage in any activity that interferes with or disrupts the Site or Services
• Violate any applicable laws or regulations
• Harass, abuse, or threaten other users
• Use automated tools (bots, scrapers) without permission

All content on the Site, including text, graphics, logos, images, and software, is the property of Arc Strata Systems, Inc. or its content suppliers and is protected by copyright and other intellectual property laws.

You may not:

• Modify, copy, or distribute content without permission
• Use content for commercial purposes
• Remove or alter copyright notices
• License, sell, or transfer any content

Arc Applied (Professional Services)

Scope of Work: Arc Applied engages in professional services to audit, strategize, and implement learning solutions. The scope of work will be defined in a separate Statement of Work (SOW).

Payment Terms: Invoicing and payment terms are specified in the SOW. Invoices are typically due within 30 days unless otherwise agreed.

Confidentiality: Both Arc and the Client agree to maintain the confidentiality of proprietary information shared during the engagement.

Termination: Either party may terminate Arc Applied services with 30 days written notice, except in cases of material breach.

Arc Learning Intelligence Platform (Arc LIP, SaaS)

Subscription: Arc LIP is offered as a monthly SaaS subscription at $5 per learner per month (or as agreed in writing).

Payment: Billing occurs monthly in advance. You are responsible for maintaining accurate payment information.

Access: Arc LIP access terminates 30 days after non-payment.

Service Level: Arc commits to reasonable uptime efforts but does not guarantee 99.9% availability. We will provide updates on our status page.

Your Data: You retain ownership of all data you input into Arc LIP, including learner data. You are responsible for obtaining all necessary consents and permissions from individuals whose data you import into Arc LIP. Upon termination of your subscription, Arc will provide a data export within 30 days.

Data Requests: If individuals request access to or deletion of their data, contact Arc at support@arcslearning.com with details about the data subject and your request.

Arc Strata (Custom AI Builds)

Engagement: Arc Strata projects are defined in separate contracts (typically SOWs or Master Service Agreements).

Minimum Engagement: The minimum floor for Arc Strata is $150,000.

Deliverables: Deliverables will be specified in the SOW. Acceptance criteria must be defined in advance.

Timeline: Project timelines will be outlined in the SOW. Delays caused by Client may extend timelines.

You agree to:

• Provide accurate and complete information when registering or contacting us
• Maintain the confidentiality of any login credentials
• Comply with all applicable laws and regulations
• Use the Services only for lawful purposes
• Not impersonate others or misrepresent your identity
• Not access or use the Services on behalf of someone else without authorization

TO THE FULLEST EXTENT PERMITTED BY LAW, ARC STRATA SYSTEMS, INC. SHALL NOT BE LIABLE FOR:

• Any indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or goodwill
• Business interruption or loss of business opportunity
• Any damages arising from your use or inability to use the Site or Services
• Damage to your computer or device from using the Site or Services

EXCEPT in cases of gross negligence, willful misconduct, or violations of applicable law.

Maximum Liability: In no event shall Arc's total liability exceed the amount you paid Arc in the 12 months preceding the claim.

THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING:

• Merchantability
• Fitness for a particular purpose
• Non-infringement
• Accuracy or completeness

Arc does not warrant that the Site will be uninterrupted, secure, or error-free.

You agree to indemnify, defend, and hold harmless Arc Strata Systems, Inc. and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including attorney fees) arising from:

• Your use of the Site or Services
• Your violation of these Terms
• Your violation of any applicable law
• Your infringement of third-party rights
• Your content or data

The Site may contain links to third-party websites. Arc is not responsible for:

• The availability or accuracy of third-party content
• Third-party privacy practices or policies
• Any harm resulting from your use of third-party sites

Your use of third-party sites is at your own risk and subject to their terms.

Arc reserves the right to terminate or suspend your access to the Site or Services:

• If you violate these Terms
• If you engage in illegal activity
• If you pose a threat to other users or Arc's operations
• For any reason with 30 days written notice (except for Services with separate agreements)

Upon termination, your right to use the Site or Services ceases immediately.

Arc may update these Terms at any time. We will notify you of material changes by:

• Posting the updated Terms on the Site
• Updating the "Last Updated" date
• Sending you an email notification (if required by law)

Your continued use of the Site or Services constitutes acceptance of the updated Terms.

Arc reserves the right to modify, suspend, or discontinue the Services:

• For maintenance or security reasons
• To improve functionality
• With reasonable notice to Users (typically 30 days for paid Services)

These Terms shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to conflicts of law principles.

Good Faith Negotiation: If a dispute arises, both parties agree to attempt informal resolution through good-faith negotiation for at least 30 days before initiating formal proceedings.

Binding Arbitration: If the dispute is not resolved through negotiation, either party may initiate binding arbitration. Arbitration shall be conducted under the American Arbitration Association (AAA) Commercial Arbitration Rules, with:

• One (1) arbitrator for disputes under $100,000
• Three (3) arbitrators for disputes over $100,000
• Location: Nashville, Tennessee
• Governing Law: Tennessee law (without regard to conflicts of law principles)

Costs: Each party shall bear its own attorney fees and costs. Arbitration filing fees and arbitrator fees shall be split equally unless the arbitrator determines otherwise based on the outcome.

Exceptions: The following are not subject to arbitration and may be pursued in court:

• Intellectual property infringement claims
• Requests for injunctive or equitable relief
• Claims arising from breach of confidentiality obligations

Class Action Waiver: You and Arc agree that arbitration shall be conducted on an individual basis only, not as a class action, representative action, or consolidated proceeding.

If any provision of these Terms is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if that's not possible, shall be severed. The remaining provisions shall remain in full force and effect.

These Terms, along with any separate SOWs, Master Service Agreements, or policies referenced herein, constitute the entire agreement between you and Arc regarding the Site and Services.

If you have questions about these Terms or dispute resolution, contact:

Arc Strata Systems, Inc.
Email: support@arcslearning.com

Any notice must be in writing and sent to the email address above or any updated address we provide.

You agree to comply with all applicable federal, state, and local laws and regulations. Arc complies with all applicable laws and regulations in the jurisdictions where it operates and conducts business.