ARKH | Terms of Use

Effective Date: June 7, 2021

Last Updated: July 22, 2021

Acceptance of Terms

Thank you for visiting ARKH, Inc. and reviewing our Terms of Use. These Terms of Use, together with ARKH’s Privacy Policy (the “Privacy Policy”) and ARKH’s End User License Agreement (“EULA”) (collectively, the Privacy Policy and Terms of Use shall be referred to herein as the “Terms”) are intended to make you aware of your legal rights and responsibilities with respect to your access to and use of the ARKH website at https://arkh.com/ (the “Site”) and the related mobile or software applications (the “Apps” or “Application”) (collectively, the Site and the Apps shall be referred to herein as the “Platform”), and any future websites, services, or offerings, existing now or in the future, relating to the Platform and/or that link to these Terms (collectively, the “Services”). For convenience, a copy of the EULA is provided below these Terms of Use.

THESE TERMS OF USE CONTAIN AN ARBITRATION CLAUSE AND A CLASS ACTION WAIVER CLAUSE. BY USING THIS SITE, APPLICATION, OR SERVICE, YOU ARE ACCEPTING THE TERMS OF USE AND, WHILE YOU MAY STILL PURSUE CLAIMS AGAINST US, WITH A FEW EXCEPTIONS (FOR EXAMPLE, IF YOU SUBMIT A VALID ARBITRATION/CLASS ACTION WAIVER OPT-OUT NOTICE AS DESCRIBED IN SECTION 17.5 BELOW ), YOU ARE AGREEING THAT YOU MUST PURSUE YOUR CLAIMS IN A BINDING ARBITRATION PROCEEDING (AND NOT IN A COURT) AND ONLY ON AN INDIVIDUAL (AND NOT A CLASS ACTION) BASIS. PLEASE READ THESE TERMS OF USE CAREFULLY TO UNDERSTAND YOUR RIGHTS AND RESPONSIBILITIES.

Please read these Terms carefully. By accessing or using the Platform you are agreeing to these Terms and concluding a legally binding contract with ARKH, Inc. (hereinafter collectively referred to as “ARKH,” “we,” “us,” and “our”). You may not use the Services if you do not accept the Terms or are unable to be bound by the Terms. Your use of the Platform is at your own risk, including the risk that you might be exposed to content that is objectionable, or otherwise inappropriate.

By visiting the Site or downloading, installing, or using our Services, you signify your agreement to the conditions set forth in these Terms. If you do not agree to these Terms, including the Privacy Policy and EULA, please do not use the Platform. Should you continue to utilize the Site, or download, install, or use the Service, you understand and agree that ARKH will treat your use of the Services as acceptance of the Terms from that point onwards.

Electronic Signature Agreement.

Electronic Signature.

By accepting these Terms, you are signing this Agreement electronically. You agree your electronic signature is the legal equivalent of your manual signature on these Terms. By accepting these Terms, you consent to be legally bound by these Terms. You further agree that your use of a keyboard, mouse, or other device to select an item, button, icon or similar act/action, or to otherwise provide ARKH, or in accessing or making any transaction regarding any agreement, acknowledgement, consent terms, disclosures or conditions constitutes your signature (hereafter referred to as “E-Signature”), acceptance and agreement as if actually signed by you in writing. You also agree that no certification authority or other third party verification is necessary to validate your E-Signature and that the lack of such certification or third party verification will not in any way affect the enforceability of your E-Signature or any resulting contract between you and ARKH. You also represent that you are authorized to enter into this Agreement for all persons who own or are authorized to access any of your accounts and that such persons will be bound by the terms of this Agreement. You further agree that each use of your E-Signature in obtaining or using the Services constitutes your agreement to be bound by these Terms.

Consent to Electronic Delivery.

You specifically agree to receive and/or obtain any and all ARKH related Electronic Communications electronically. The term “Electronic Communications” includes, but is not limited to, any and all current and future notices and/or disclosures that various federal and/or state laws or regulations require that we provide to you, as well as such other documents, statements, data, records and any other communications regarding your relationship ARKH.

You acknowledge that, for your records, you are able to use the Services by printing and/or downloading and saving these Terms and any other agreements and Electronic Communications, documents, or records where you agree to using your E-Signature. You accept Electronic Communications provided by ARKH as reasonable and proper notice, for the purpose of any and all laws, rules, and regulations, and agree that such electronic form fully satisfies any requirement that such communications be provided to you in writing or in a form that you may keep.

Definitions

User

“User” or “you” or “your” refers to you, as a user of the Services. A user is someone who accesses or uses the Services for the purpose of creating, interacting, sharing, displaying, publishing, transacting, or uploading information and includes other persons jointly participating in using the Services.

Content

“Content” will include (but is not limited to) creations, images, photos, audio, video, location data, nearby places, and all other forms of information or data. “Your content” or “User Content” means content that you create, make available, share, or transmit to, on, in, through or in connection with the Services, such as your creations and your profile information, and any other materials that you publicly display or display in your account profile. “ARKH Content” means content that ARKH creates and makes available in connection with the Services including, but not limited to, visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, aggregate ratings, reports and other usage-related data in connection with activities associated with all Users, including you and your account and all other elements and components of the Services, excluding Your Content and Third Party Content.

Third Party Content

“Third Party Content” means content that comes from parties other than ARKH or its Users and is available on or through the Services.

Eligibility to use the Platform and Services

You hereby represent and warrant that:

You are at least eighteen (18) years of age or above and are fully able and competent to understand and agree to the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, or if you are below the age of eighteen (18) years of age, please obtain the permission of your parent or guardian before using the Services. The use of the Services by minors (below 18 years of age) is subject to the consent of their parent or guardian. We advise parents and guardians who permit their children to use the Services that it is important that they communicate with their children about their safety online. Minors who are using the Services should be made aware of the potential risks to them and of their obligation to comply with these Terms.
You are in compliance with all laws and regulations in the country in which you live when you access and use the Services. You agree to use the Services only in compliance with these Terms and applicable law, and in a manner that does not violate our legal rights or those of any third party(ies).

Changes to the Terms

ARKH may vary or amend or change or update these Terms, from time to time entirely at its own discretion. You shall be responsible for checking these Terms from time to time and to ensure continued compliance with these Terms.

Your continued use of the Platform following the posting of revised Terms means that you accept and agree to the changes. You are expected to check the Terms from time to time so you are aware of any changes, as they are binding on you.

Provision of The Services Being Offered By ARKH

ARKH is constantly evolving in order to provide the best possible experience and information to its Users. You acknowledge and agree that the form and nature of the Services which ARKH provides, may require effecting certain changes in it, therefore, ARKH reserves the right to suspend/cancel, or discontinue any or all products or Services at any time without notice, make modifications and alterations in any or all ARKH Content, products and services contained on the Platform without any prior notice.
The Platform, or the software application store that makes the software available for download, may include functionality to automatically check for updates or upgrades to the Apps. Unless your device, its settings, or computer software does not permit transmission or use of upgrades or updates, you agree that ARKH, or the applicable software application store, may provide notice to you of the availability of such upgrades or updates and automatically push such upgrade or update to your device or computer from time-to-time. You may be required to install certain upgrades or updates to the Apps in order to continue to access or use the Services and/or Apps, or portions thereof (including upgrades or updates designed to correct issues with the Services). Any updates or upgrades provided to you by us under the Terms shall be considered part of the Services.
You acknowledge and agree that if ARKH disables access to your account, you may be prevented from accessing the Services, your account details, or any files or other content, which is contained in your account.
ARKH reserves the right to charge subscription and/or membership fees from a User, by giving reasonable prior notice, in respect of any product, Service or any other aspect of the Platform anytime in future.

Use of Services by You or a User

ARKH User Account

You must create an account in order to use some of the features offered by the Services, including the Apps. Use of any personal information you provide to us during the account creation process is governed by our Privacy Policy. You are responsible for all activities that occur in your account.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to Platform or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

You may also be able to register to use the Services and Apps by logging into your account with your credentials from certain third party social networking accounts and sites (e.g., Facebook). Should you decide to link your third party social networking site(s) to the Services, you are thereby confirming that you are the owner of any such social media account and that you are entitled to disclose your social media login information to us. You authorize us to collect your authentication information, and other information that may be available on or through your linked social media account consistent with your applicable settings and instructions.

In creating an account, you represent to us that all information provided to us in such process is true, accurate and correct, and that you will update your information as and when necessary in order to keep it accurate. While creating or editing your account, you may not impersonate someone else, create or use an account for anyone other than yourself, provide an email address other than your own, or create multiple accounts except as otherwise authorized by ARKH.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

By creating an account, you agree to receive certain communications in connection with the Platform or Services as further described in our Privacy Policy.

Accessing and Utilizing the Platform

When accessing and utilizing the Platform, you are responsible for making all arrangements necessary for you to have access to the Platform and ensuring that all persons who access the Platform through your internet connection are aware of the Terms and comply with them.

Other Terms

You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.

You agree not to access (or attempt to access) any of the Services by any means other than the interface that is provided by ARKH, unless you have been specifically allowed to do so, by way of a separate agreement with ARKH. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers).

Content

Ownership of ARKH Content and Proprietary Rights

We are the sole and exclusive copyright owners of the Services and our Content. We also exclusively own the copyrights, trademarks, service marks, logos, trade names, trade dress and other intellectual and proprietary rights throughout the world (the “IP Rights”) associated with the Services and ARKH Content, which may be protected by copyright, patent, trademark and other applicable intellectual property and proprietary rights and laws. You acknowledge that the Services contain original works and have been developed, compiled, prepared, revised, selected, and arranged by us and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property of us and such others.

You acknowledge and agree that ARKH (or ARKH’s licensors) own all legal right, title, and interest in and to the Services, including any IP Rights that subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with ARKH, nothing in the Terms gives you a right to use any of ARKH’s Content, trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. Furthermore, you cannot modify, reproduce, publicly display, or exploit in any form or manner whatsoever any of ARKH Content in whole or in part except as expressly authorized by ARKH.

Your License to ARKH Content

We grant you a personal, limited, non-exclusive and non-transferable license to access and use the Services only as expressly permitted in these Terms. You shall not use the Services for any illegal purpose or in any manner inconsistent with these Terms. You agree not to use, copy, display, distribute, modify, broadcast, translate, reproduce, reformat, incorporate into advertisements and other works, sell, promote, create derivative works, or in any way exploit or allow others to exploit any ARKH Content in whole or in part except as expressly authorized by ARKH. Except as otherwise expressly granted to you in writing, we do not grant you any other express or implied right or license to the Services, ARKH Content or our IP Rights.

Any violation by you of the license provisions contained in these Terms may result in the immediate termination of your right to use the Services, as well as potential liability for copyright and other IP Rights infringement depending on the circumstances.

ARKH License to Your Content

By submitting, creating, and/or making available Content in, on, or through the Services, you hereby irrevocably grant ARKH a perpetual, irrevocable, world-wide, non-exclusive, fully paid and royalty-free, assignable, sub-licensable and transferable license and right to use Your Content and all IP Rights therein for any purpose including in any media existing now or in future. By “use” we mean use, copy, display, distribute, modify, translate, reformat, incorporate into advertisements and other works, analyze, promote, commercialize, create derivative works, and in the case of third party services, allow their users and others to do the same. You grant us the right to use the name or username that you submit in connection with Your Content. You irrevocably waive, and cause to be waived, any claims and assertions of moral rights or attribution with respect to Your Content brought against ARKH or its Users, any third party services and their users.

Representations Regarding Your or User Content

You are responsible for Your Content. You represent and warrant that you are the sole author of, own, or otherwise control all of the rights of Your Content or have been granted explicit license or permission from the rights holder to submit or utilize Your Content; Your Content was not submitted via the use of any automated process such as a script bot; use of Your Content by us, third party services, and our and any third party users will not violate or infringe any rights of yours or any third party; Your Content is truthful and accurate; and Your Content does not violate any applicable laws.

You assume all risks associated with Your Content, including anyone’s reliance on its quality, accuracy, or reliability, or any disclosure by you of information in Your Content that makes you personally identifiable. While we reserve the right to remove Content, we do not control actions or Content posted by our Users and do not guarantee the accuracy, integrity or quality of any Content. You acknowledge and agree that if you make any Content available on or through the Services, Your Content, in addition to all User Content, and any and all liability arising from such Content is the sole responsibility of you, and/or the User who posted the Content, and not ARKH.

Content Standards

These Content standards apply to any and all User Content and use of the Platform and Services. User Content must in its entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Content must not:

Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person;
Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy;
Be likely to deceive any person;
Promote any illegal activity, or advocate, promote, or assist any unlawful act;
Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person;
Impersonate any person or misrepresent your identity or affiliation with any person or organization;
Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising;
Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case; or
Attempts to do any of the foregoing.

Content Removal

We reserve the right, at any time and without prior notice, to remove, block, or disable access to any Content that we, for any reason or no reason, consider to be objectionable, in violation of the Terms or otherwise harmful to the Services or our Users in our sole discretion. Subject to the requirements of applicable law, we are not obligated to return any of Your Content to you under any circumstances.

Third Party Content and Links

Some of the Content available through the Services may include or link to materials that belong to third parties. Please note that your use of such third party services will be governed by the terms of service and privacy policy applicable to the corresponding third party. We may obtain business addresses, phone numbers, and other contact information from third party vendors who obtain their data from public sources. We have no control over, and make no representation or endorsement regarding the accuracy, relevancy, copyright compliance, legality, completeness, timeliness or quality of any product, services, advertisements and other content appearing in or linked to from the Services. We do not screen or investigate third party material before or after including it on our Services. We reserve the right, in our sole discretion and without any obligation, to make improvements to, or correct any error or omissions in, any portion of the content accessible on the Services. Where appropriate, we may in our sole discretion and without any obligation, verify any updates, modifications, or changes to any content accessible on the Services, but shall not be liable for any delay or inaccuracies related to such updates. You acknowledge and agree that ARKH is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products, or other materials on or available from such web sites or resources.

Third Party Content, including content posted by our Users, does not reflect our views or that of our subsidiary, affiliate companies, branches, employees, officers, directors, or shareholders. We assume no responsibility or liability for any of User Content or Your Content or any Third Party Content. You further acknowledge and agree that ARKH is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources. Without limiting the generality of the foregoing, we expressly disclaim any liability for any offensive, defamatory, illegal, invasive, unfair, or infringing content provided by third parties.

Privacy Policy

You represent that you have read understood and agreed to our Privacy Policy. Please note that we may disclose information about you to third parties or government authorities if we believe that such a disclosure is reasonably necessary to (i) take action regarding suspected illegal activities; (ii) enforce or apply our Terms; (iii) comply with legal process or other government inquiry, such as a search warrant, subpoena, statute, judicial proceeding, or other legal process/notice served on us; or (iv) protect our rights, reputation, and property, or that of our Users, affiliates, or the general public

Restrictions on Use

Without limiting the generality of these Terms, in using the Services, you specifically agree that you may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of ARKH Content on our Platform or Services, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your web browser for display enhancement purposes.
You may print or download one copy of a reasonable number of pages of the Site for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
You may download a single copy of the Apps to your computer or mobile device, as applicable, solely for your own personal use provided you agree to be bound by our EULA for such applications.

Without limiting the generality of these Terms, in using the Services, you specifically agree not to create, make available, or transmit any Content or engage in any activity that, in ARKH’s sole discretion:

Contains material that violates the standards of good taste or the standards of the Services;
Violates any third party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;
Is illegal, or violates any federal, state, or local law or regulation;
Constitutes a form of deceptive advertisement or causes, or is a result of, a conflict of interest;
Accesses or uses the account of another User without permission;
Distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment;
Interferes with, disrupts, or destroys the functionality or use of any features of the Services or the servers or networks connected to the Services;
“Hacks” or accesses without permission our proprietary or confidential records, records of another User, or those of anyone else;
Violates any contract or fiduciary relationship (for example, by disclosing proprietary or confidential information of your employer or client in breach of any employment, consulting, or non-disclosure agreement);
Decompiles, reverse engineers, disassembles or otherwise attempts to derive source code from the Services;
Removes, circumvents, disables, damages or otherwise interferes with security-related features, or features that enforce limitations on use of, the Services;
Collects, accesses, or stores personal information about other Users of the Services;
Is posted by a bot;
Harms minors in any way;
Modifies, copies, scrapes or crawls, displays, publishes, licenses, sells, rents, leases, lends, transfers or otherwise commercialize any rights to the Services or Our Content; or
Attempts to do any of the foregoing.

You acknowledge that ARKH has no obligation to monitor your – or anyone else’s –access to or use of the Services for violations of the Terms, or to review or edit any Content. However, we have the right to do so for the purpose of operating and improving the Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure User compliance with the Terms and to comply with applicable law or the order or requirement of legal process, a court, consent decree, administrative agency or other governmental body.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone creating any Content on or through the Services. YOU WAIVE AND HOLD HARMLESS ARKH AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

Geographic Restrictions

The owner of the Services is based in the State of Texas in the United States. We make no claims that the Platform or Services or any of its Content is accessible or appropriate outside of the United States. Access to the Platform or Services may not be legal by certain persons or in certain countries. If you access the Platform or Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

User Feedback

If you share or send any ideas, suggestions, changes or documents regarding ARKH’s existing business, Platform, or Services (“Feedback”), you agree that (i) your Feedback does not contain the confidential, secretive or proprietary information of third parties, (ii) ARKH is under no obligation of confidentiality with respect to such Feedback, and shall be free to use the Feedback on an unrestricted basis (iii) ARKH may have already received similar Feedback from some other User or it may be under consideration or in development, and (iv) by providing the Feedback, you grant ARKH a binding, non-exclusive, royalty-free, perpetual, global license to use, modify, develop, publish, distribute and sublicense the Feedback, and you irrevocably waive, against ARKH and its Users any claims/assertions, whatsoever of any nature, with regard to such Feedback.

Advertising

Some of the Services may be supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information. The manner, mode and extent of advertising by ARKH on the Services are subject to change without specific notice to you. In consideration for ARKH granting you access to and use of the Services, you agree that ARKH may place such advertising on the Services.

Your correspondence or business dealings with, or participation in promotions of, advertisers other than ARKH found on or through the Services and/or the Apps, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, shall be solely between you and such advertiser. ARKH will not be responsible or liable for any error or omission, inaccuracy in advertising material or any loss or damage of any sort incurred as a result of any such dealings or as a result of the presence of such other advertiser(s) on the Services.

Purchases and Sales

Third Party Payment Processor

ARKH has selected Circle Internet Financial, Inc. as its Third Party Payment Processor (“Third Party Payment Processor”). Accordingly, financial transactions, including all purchases, that occur on or through the Services, including those in the Marketplace (as defined below), will be subject to additional terms, fees, and restrictions. We highly recommend that you review our Third Party Payment Processor’s User Agreement, which may be found here: https://www.circle.com/en/lega..., and its Privacy Policy, which may be found here: https://www.circle.com/en/lega....

Making Purchases

In certain situations, Users may be able to make purchase through the Services. In order to do so, you may be required to add a payment method (a “Payment Method”) to your account. If so, and should you decide to add a Payment Method to your account, you will be asked to provide customary billing information such as name, billing address, and financial instrument information to our Third Party Payment Processor. You must provide accurate, current, and complete information when adding a Payment Method, and it is your obligation to keep your Payment Method up-to-date at all times. The information required for a certain Payment Method will depend on the particular Payment Method and may include: payment account information, your residential address, name on the account, account type, routing number, account number, and account information associated with a particular payment processor, etc.

All purchases on the ARKH platform are made with ARKH Coins. As such, in order to make a purchase in the ARKH platform, including in the Marketplace (as defined below), you will first need to purchase ARKH Coins. ARKH Coins are stable coins and ARKH relies on its Third Party Payment Processor to handle the transition from fiat currencies into ARKH Coins.

Should you choose to make a purchase through the Services, which includes the purchase of ARKH Coins, then you authorize ARKH’s Third Party Payment Processor to charge your Payment Method all applicable fees for the items purchased and accepted in connection with your account. We, or our Third Party Payment Processor, will collect all fees from your provided Payment Method once the purchase is completed.

Additionally, ARKH does not store any of your Payment Method information and is not responsible for any lost or stolen information pertaining to your Payment Method or purchases through the Services.

You are solely responsible for the accuracy and completeness of your Payment Method information. ARKH is not responsible for any loss suffered by you as a result of incorrect Payment Method information provided by you. If any of your payment or billing information is not up-to-date or accurate, along with the other remedies described herein, we may temporarily suspend or permanently terminate your account.

ARKH may, from time-to-time, offer you promotional payment information or discounts, in our sole and exclusive discretion. If we do so, you acknowledge and agree that we are under no obligation to continue offering or providing such promotions or discounts and that we may cease such promotions or discounts at any time.

Selling Content

As further described in our EULA, you will have the opportunity to list and attempt to sell Your Content through the Application’s marketplace, which is designed specifically for buying and selling Content, including User Content (the “Marketplace”). If you do sell any of Your Content in your Marketplace, then you need to be aware of the provisions in this section, and any additional agreements and terms ARKH may implement.

We charge fees for using and listing User Content in the Marketplace, and all such fees will be disclosed to you before you list any of Your Content in the Marketplace. All fees will be payable in ARKH Coin. In addition, if you sell any of Your Content, you are liable for transaction fees arising out of all sales made using some or all the Services. The fees we charge do not purchase you exclusive rights to exposure in the Marketplace or on our Services. We may display third-party advertisements (including links and references thereto) or other content in any part of our Services, in our sole discretion and without consent from, or payment, fee reduction, or other credit to, sellers.

In any jurisdiction where ARKH has an obligation to collect sales taxes on sales you make using the Services, we may collect such takes through the proceeds arising from the sales of Your Content in the Marketplace, or, we may collect such sales taxes from you via the Payment Method you have on file, if any, or via any other means available to us.

To protect ARKH from risk of liability for your actions as a seller, ARKH may at times recommended, and may continue to recommend, that ARKH’s Third Party Payment Processor restrict access to a seller’s funds based on certain factors, including, but not limited to, selling history, seller performance, riskiness of the listing category, or transaction value. This may result in our Third Party Payment Processor restricting access to your funds.

Should you sell any of Your Content in the Marketplace, then you will be paid for those sales. As stated above, all purchases and sales will be made with ARKH Coins. As such, when you are paid for your sales, the ARKH Coins will be exchanged for U.S. Dollars and all payments are made in U.S. Dollars. You will have two options on how to be paid. First, if you desire, ARKH will mail you a physical check to the address you provide. Second, ARKH will send you a transfer via ACH, through our Third Party Payment Processor.

In either case, you will need to provide ARKH certain information and authorizations before you can be paid. In either case, we will need basic information about you, such as your name and mailing address. In addition, if you desire to be paid via ACH, you will need to provide your checking account number, routing number (also known as the ABA code), the name and address of the principal account holder, and the principal account holder’s valid U.S. driver’s license number or state-issued ID number, and the issuing state. If you're not sure whether your account is ACH-enabled, contact your bank.

ACH Authorization

If you want to be paid via ACH, then you will be required to complete ARKH’s separate ACH authorization form.

Refunds and Cancellations

All purchases are final and ARKH does not currently offer refunds, returns, or exchanges, except as required by law.

Prohibition of Minimum or Maximum Transaction Amounts

Except as otherwise noted in the App or the Marketplace, ARKH does not currently set or implement minimum or maximum transaction amounts.

Disclaimer Of Warranties, Limitation Of Liability, Indemnification; Governing Law

Disclaimer of Warranties

YOU ACKNOWLEDGE AND AGREE THAT THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND THAT YOUR USE OF THE PLATFORM AND SERVICES SHALL BE AT YOUR SOLE RISK.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ARKH, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, BRANCHES, SUBSIDIARIES, LICENSORS, AND SHAREHOLDERS (COLLECTIVELY, THE “ARKH PARTIES”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM AND SERVICES, INCLUDING THE APPS, AND YOUR USE OF THEM. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE ARKH PARTIES MAKE NO WARRANTIES OR REPRESENTATIONS THAT THE PLATFORM AND SERVICES, OR THE CONTENT THEREIN, HAVE BEEN AND WILL BE PROVIDED WITH DUE SKILL, CARE AND DILIGENCE OR ABOUT THE ACCURACY OR COMPLETENESS OF THE ARKH CONTENT AND ASSUME NO RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT (INCLUDING ARKH CONTENT AND USER CONTENT), (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM AND SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM AND SERVICES, (V) ANY DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL, INCLUDING BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM AND SERVICES THROUGH THE ACTIONS OF ANY THIRD PARTY, (VI) ANY LOSS OF YOUR DATA OR CONTENT FROM THE PLATFORM AND SERVICES AND/OR (ARKH) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM AND SERVICES.

ANY CONTENT, INCLUDING ALL USER CONTENT, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM AND SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT. THE ARKH PARTIES WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR INTERACTIONS WITH OTHER USERS OF THE PLATFORM AND SERVICES AND WITH OTHER PERSONS WITH WHOM YOU INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM AND SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ARKH OR THROUGH OR FROM THE PLATFORM AND SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS. UNLESS YOU HAVE BEEN EXPRESSLY AUTHORIZED TO DO SO IN WRITING BY ARKH, YOU AGREE THAT IN USING THE PLATFORM AND SERVICES, YOU WILL NOT USE ANY TRADE MARK, SERVICE MARK, TRADE NAME, LOGO OF ANY COMPANY OR ORGANIZATION, INCLUDING ARKH, IN A WAY THAT IS LIKELY OR INTENDED TO CAUSE CONFUSION ABOUT THE OWNER OR AUTHORIZED USER OF SUCH MARKS, NAMES OR LOGOS.

Limitation of Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF ARKH PARTIES, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED ONE HUNDRED DOLLARS ($100.00).

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct or death or bodily injury caused by products you purchase through the Platform.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to indemnify, defend, and hold harmless the ARKH PARTIES from and against any third party claims, damages (actual and/or consequential), actions, proceedings, demands, losses, liabilities, costs and expenses (including reasonable legal fees) suffered or reasonably incurred by us arising as a result of, or in connection with: (i) Your Content, (ii) your unauthorized use of the Platform and/or Services, or products or services included or advertised in the Platform and/or Services; (iii) your access to and use of the Platform and/or Services; (iv) your violation of any rights of another party; or (v) your breach of these Terms, including, but not limited to, any infringement by you of the copyright or IP Rights of any third party. We retain the exclusive right to settle, compromise and pay, without your prior consent, any and all claims or causes of action which are brought against us. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter in which we are named as a defendant and/or for which you have indemnity obligations without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Governing Law and Jurisdiction; Arbitration Location

With the exception of the provision below that the enforceability of “RESOLUTION OF DISPUTES: BINDING ARBITRATION; NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS” below is governed both procedurally and substantively by the FAA, all matters relating to the Platform and/or Services and these Terms, your use of the Platform, Site, Application, and/or Services, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction).

You or ARKH shall initiate arbitration in Dallas, Texas and all arbitrations occurring therefrom shall occur in Dallas, Dallas County, Texas. You and ARKH agree that any Claim that is allowed to proceed in court as set forth in Section 17(1) below (including, but not limited to, as a result of your submission of a valid Arbitration/Class Action Waiver Opt-Out Notice), or otherwise proceeds in court in the event the agreement to arbitrate above is found not to apply to you or a particular Claim as a result of a decision by the arbitrator or a court order, is subject to exclusive jurisdiction and venue in the State or Federal Courts situated in the Dallas, Dallas County, Texas, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation on Time to Bring Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM OR SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED NOTWITHSTANDING ANY STATUTE OF LIMITATIONS OR OTHER LAW TO THE CONTRARY. WITHIN THIS PERIOD, ANY FAILURE BY US TO ENFORCE OR EXERCISE ANY PROVISION OF THESE TERMS OR ANY RELATED RIGHT SHALL NOT CONSTITUTE A WAIVER OF THAT RIGHT OR PROVISION

Termination of Your Access to The Services

We may terminate your use of the Services and deny you access to the Services in our sole discretion for any reason or no reason, including your: (i) violation of these Terms; or (ii) lack of use of the Services. You agree that any termination of your access to the Services may be affected without prior notice, and acknowledge and agree that we may immediately deactivate or delete your account and all related information and/or bar any further access to your account or the Services. If you use the Services in violation of these Terms, we may, in our sole discretion, retain all data and Content collected from your use of the Services. Further, you agree that we shall not be liable to you or any third party for the discontinuation or termination of your access to the Services

RESOLUTION OF DISPUTES; BINDING ARBITRATION; NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS

Binding Arbitration and Exclusions from Arbitration. EXCEPT AS PROVIDED BELOW OR UNLESS YOU SUBMIT A VALID ARBITRATION/CLASS ACTION WAIVER OPT-OUT NOTICE (AS DESCRIBED IN SUB-SECTION 5 BELOW), ANY AND ALL CLAIMS BETWEEN YOU AND ARKH WILL BE RESOLVED IN BINDING ARBITRATION RATHER THAN IN COURT. You and ARKH agree to submit to individual arbitration the resolution of any and all Claims by or between you and/or ARKH, except that you and ARKH agree that the following will not be subject to the mandatory arbitration provisions in this Section 17(1): (A) any Claim filed by you or ARKH with respect to any violation, enforcement or validity of patent, trademark, trade dress, service mark, copyright and/or trade secret rights of you, ARKH, or any third party, including, but not limited to, Claims related to Your Content and/or (B) you or ARKH may seek a preliminary injunction, restraining order or other provisional equitable relief in any court as provided in “Governing Law And Jurisdiction; Arbitration Location” above in connection with any Claim whereby you or ARKH, as applicable, may suffer immediate and irreparable harm for which money damages may be inadequate and impossible to calculate (including, but not limited to, a Claim under Section 17(1)(A)), where such Claim under this Section 17(1)(B) will not be subject to the informal dispute resolution procedures described in Section 17(2) below; provided, however, that, subsequent to obtaining such preliminary injunction, restraining order or other provisional equitable relief, the Claim will then be submitted to arbitration in accordance with this Section of these Terms. You and ARKH agree that these Terms affect interstate commerce, and that the enforceability of this Section of the Terms will be governed by, construed, and enforced, both procedurally and substantively, by the Federal Arbitration Act, 9 U.S.C. sections 1-9 (“FAA”). Arbitration is the referral of a dispute to one or more impartial persons for a final and binding determination. There is no judge or jury in arbitration, discovery is more limited than in court, there are no class or representative proceedings, and court review of an arbitration decision is limited. An arbitrator must follow these Terms and can award on an individual basis the same damages and relief as a court (including, but not limited to, injunctive and declaratory relief, statutory damages, and attorneys’ fees). “Claim(s)” means any dispute, claim or controversy by or between you and/or ARKH relating to the Site and/or this Agreement (including, but not limited to, ARKH’s Privacy Policy and any additional terms that govern certain products and/or services which are presented in conjunction with those products and/or services, Rules, regulations, procedures and policies which we refer to in these Terms), as may be modified from time-to-time, and the subject matter hereof, including, but not limited to, any contract, tort, statutory, or equity claims.
Informal Dispute Resolution. Except with respect to Claims described in Section 17(1)(B) above, before either you or ARKH pursue or participate in any Claim against the other party in arbitration or court proceedings, you or ARKH must notify the other party of the Claim in writing at least 60 days in advance of initiating the arbitration or court proceeding in order to provide a reasonable opportunity to resolve the Claim. You may send a written notice of your Claim to Capitol Services, Inc., 1675 S State St. Ste. B. Dover, DE 19901 Attention: ARKH, Inc. ARKH may send written or electronic notice of its Claim to your email address, ARKH account or any physical or other address ARKH has for you. The notice must describe the Claim in reasonable detail and set forth the relief requested so that the other party has an opportunity to adequately address the Claim. Except with respect to Claims described in Section 17(1)(B) above, you and ARKH agree to negotiate in good faith with each other to try to informally resolve the Claim and, if you and ARKH do not reach an informal resolution of the Claim within 60 days, then the Claim may be submitted to binding arbitration as set forth in this Section of the Agreement or court as permitted by Section 17(1) above.
Arbitration Proceedings and Costs. Any arbitration will be administered by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules (the “AAA Rules”), as modified by these Terms. The AAA Rules, and other information about the AAA, are available at the AAA’s website at www.adr.org. A form for initiating arbitration proceedings is available on the AAA’s website (see “Demand for Arbitration, Consumer Arbitration Rules”, under Rules and Forms, Consumer Forms, at https://www.adr.org, but contact the AAA if you have issues locating the form) and arbitration proceedings shall be initiated in the location described in “Governing Law And Jurisdiction; Arbitration Location” above. As required by the AAA Rules, if you initiate the arbitration proceedings, you must send the original copy of the completed form to ARKH, which should be sent to ARKH at the following address: Capitol Services, Inc., 1675 S State St. Ste. B. Dover, DE 19901 Attention: ARKH, Inc. If your Claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely based on documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing under the AAA Rules. In all cases, you and ARKH shall exchange documents and other information that you or ARKH intend to use in the arbitration.

Upon filing of an arbitration demand for Claims up to $75,000, ARKH will reimburse you for all necessary filing, administration and arbitrator fees paid by you to the AAA or, if you wish ARKH to pay such fees directly to the AAA, you must request payment of such fees by ARKH by mail to the AAA along with your form initiating arbitration and ARKH will make arrangements to pay such fees directly to the AAA. In the event the arbitrator determines that the Claim(s) you assert in the arbitration are frivolous or vexatious, you agree to reimburse ARKH for all fees associated with the arbitration paid by ARKH on your behalf. You agree that ARKH shall have no obligation to pay any other fees except as determined by the arbitrator.

For Claims that total more than $75,000, the AAA Rules will govern payment of filing, administration and arbitrator fees to the maximum extent permitted by law. The decision of the arbitrator will be binding and conclusive on all parties, and judgment to enforce the decision may be entered by any court of competent jurisdiction.

Class Action Waiver. UNLESS YOU SUBMIT A VALID ARBITRATION/CLASS ACTION WAIVER OPT-OUT NOTICE (AS DESCRIBED IN SECTION 17(5)), YOU AND ARKH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WHETHER IN ARBITRATION OR IN COURT WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. You and ARKH expressly agree that any Claim is personal to you and ARKH, shall only be resolved by an individual arbitration (or individual court proceedings with respect to Claims excluded from mandatory arbitration as described in Section 17(1) of this Agreement), and shall in no event be brought as a class arbitration, a class action, or any other representative proceeding. The arbitrator (or court if the Claim is excluded from mandatory arbitration as described in Section 17(1) of this Agreement) may only conduct an individual arbitration (or court action if the Claim is excluded from mandatory arbitration as described in Section 17(1) of this Agreement), and may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding. If a court or arbitrator determines that this class action waiver is unenforceable in an action between you and ARKH, then this Agreement to arbitrate will be unenforceable. Neither you nor ARKH consent to class arbitration.
Right to Opt Out of Mandatory Arbitration and Class Action Waiver. IF YOU DO NOT WISH TO BE BOUND BY THE MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS IN SECTIONS 17(1), 17(3) AND 17(4), YOU MUST NOTIFY ARKH IN WRITING (THE “Arbitration/Class Action Waiver Opt-Out Notice”), WHERE THE ARBITRATION/CLASS ACTION WAIVER OPT-OUT NOTICE MEETS ALL OF THE FOLLOWING REQUIREMENTS:

Sent by first class mail, postage prepaid, certified and return receipt requested or sent by overnight courier service (such as Federal Express) to Capitol Services, Inc., 1675 S State St. Ste. B. Dover, DE 19901 Attention: ARKH, Inc.
Postmarked (if sent by first class mail) or deposited with the overnight courier service no later than 45 days after the date you accept this Agreement for the first time unless an earlier deadline in Sub-section 5.2(C) applies.
Time Periods Applicable to Users of Multiple ARKH Websites, Applications or Other Interactive Services. If you are or become a User of more than one ARKH website, application or other interactive service, you must provide the Arbitration/Class Action Waiver Opt-Out Notice within the earliest deadline applicable for any ARKH website, application or other interactive service for which you are or become a User.
Includes your first and last name, address, phone number, email address and, if applicable, your username. We shall use the foregoing information included in the Arbitration/Class Action Waiver Opt-Out Notice to record, process, maintain and administer your opt-out of the mandatory arbitration and class action waiver provisions and not for marketing purposes.
Includes a statement that you do not agree to the mandatory arbitration and class action waiver.

If the Arbitration/Class Action Waiver Opt-Out Notice meets all of the above requirements, you will be deemed to have opted out of the mandatory arbitration and class action waiver provisions in Section 17(1), Section 17(3) and Section 17(4) with respect to the ARKH Site, Application, Platform, and Services. Note that a valid Arbitration/Class Action Waiver Opt-Out Notice applies only to the individual identified in such notice as opting out.

If the Arbitration/Class Action Waiver Opt-Out Notice does not meet all of the above requirements, you will not be deemed to have opted out of the mandatory arbitration and class action waiver provisions in Section 17(1), Section 17(3) and Section 17(4).

General Terms

Interpretation

The section and subject headings in these Terms are included for reference only and shall not be used to interpret any provisions of these Terms.

Entire Agreement and Waiver

The Terms, including the Privacy Policy and EULA, shall constitute the entire agreement between you and us concerning the Services. No failure or delay by us in exercising any right, power or privilege under the Terms shall operate as a waiver of such right or acceptance of any variation of the Terms and nor shall any single or partial exercise by either party of any right, power or privilege preclude any further exercise of that right or the exercise of any other right, power or privilege.

Severability

If any provision of these Terms is deemed unlawful, invalid, or unenforceable by a judicial court for any reason, then that provision shall be deemed severed from these Terms, and the remainder of the Terms shall continue in full force and effect.

Partnership or Agency

None of the provisions of these Terms shall be deemed to constitute a partnership or agency between you and ARKH and you shall have no authority to bind ARKH in any form or manner, whatsoever.

Carrier Rates may Apply

By accessing the Services through a mobile or other device, you may be subject to charges by your Internet or mobile service provider, so check with them first if you are not sure, as you will be solely responsible for any such costs incurred.

Notice of Copyright Infringement

ARKH shall not be liable for any infringement of copyright arising out of Content, including User Content, created, made available on or transmitted through the Platform, or items advertised on the Platform, by Users or any other third parties. We respect the intellectual property rights of others and require those that use the Services to do the same. We may, in appropriate circumstances and at our discretion, remove or disable access to Content on the Services that infringes upon the copyright rights of others. We also may, in our discretion, remove or disable links or references to an online location that contains infringing material or infringing activity. In the event that any Users of the Platform or Services repeatedly infringe on others’ copyrights, we may in our sole discretion terminate those individuals’ rights to use the Platform or Services If you believe that your copyright has been or is being infringed upon by Content found in the Platform or Services, you are required to follow the below procedure to file a notification:

Identify in writing the copyrighted material that you claim has been infringed upon;
Identify in writing the Content on the Platform or Services that you allege is infringing upon copyrighted material, and provide sufficient information that reasonably identifies the location of the alleged infringing material (for example, the user name of the alleged infringer);
Include the following statement: “I have a good faith belief that the use of the content on the Services as described above is not authorized by the copyright owner, its agent, or law”;
Include the following statement: “I swear under penalty of perjury that the information in my notice is accurate and I am the copyright owner or I am authorized to act on the copyright owner’s behalf”;
Provide your contact information including your address, telephone number, and e-mail address (if available);
Provide your physical or electronic signature;

Send the written communication to:

CAPITOL SERVICES, INC.

1675 S STATE ST STE B

Dover, DEs

Attention: ARKH, Inc.

You may be subject to liability if you knowingly make any misrepresentations on a take-down notice.

End User License Agreement

This End User License Agreement (“Agreement”) is a binding agreement between you (“End User” or “you”) and ARKH, Inc. (“Company”, “we”, “us” or “our”). This Agreement, along with the Company’s Terms of Use (“Terms”) and Privacy Policy governs your use of the ARKH mobile application, (including all related documentation, the “Application”). The Application is licensed, not sold, to you.

BY DOWNLOADING/INSTALLING/USING THE APPLICATION, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; AND (B) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD/ INSTALL/USE THE APPLICATION AND DELETE IT FROM YOUR MOBILE DEVICE.

License Grant

Subject to your compliance with the Terms and the terms of this Agreement, Company grants you a limited, non-exclusive, and nontransferable license to:

download, install, and use the Application for your personal use on a single mobile device owned or otherwise controlled by you (“Mobile Device”) strictly in accordance with the Application’s documentation; and
access, view, interact with, and use on such Mobile Device the Company’s Content and Services (as defined in 5) made available in or otherwise accessible through the Application, strictly in accordance with this Agreement and the Terms of Use applicable to the Company’s Content and Services as set forth in 5.

License Restrictions

You shall not:

copy the Application, except as expressly permitted by this license;
modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;
reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;
rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time; or
remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application;

Reservation of Rights

You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

Collection and Use of Your Information

You acknowledge that when you download, install, or use the Application, Company may use automatic means (including, for example, cookies and web beacons) to collect information about your Mobile Device and about your use of the Application. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Application or certain of its features or functionality, and the Application may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this Application is subject to our Privacy Policy. By downloading, installing, using, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Content and Services

The Application will provide you access to Content. “Content” includes (but is not limited to) creations, images, photos, audio, video, location data, nearby places, and all other forms of information or data. “Your content” or “User Content” means content that you create, make available, share, or transmit to, on, in, through or in connection with the Application, such as your creations and your profile information, and any other materials that you publicly display or display in your account profile. “Company Content” means content that the Company creates and makes available in connection with the Application including, but not limited to, visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, aggregate ratings, reports and other usage-related data in connection with activities associated with all Application users, including you and your account and all other elements and components of the Application, but excluding Your Content and Third Party Content (as defined in the Terms).

In addition, for purposes of this Agreement, the Application may provide you with access to Company’s website located at https://arkh.com (the “Website”) and products and services accessible thereon, and certain features, functionality, and content accessible on or through the Application may be hosted on the Website (collectively, “Company Content and Services”). Your access to and use of the Company’s Content and Services are governed by the Company’s Terms and Privacy Policy located on the Website, which are incorporated herein by this reference. Your access to and use of the Company’s Content and Services may require you to acknowledge your acceptance of such Terms and Privacy Policy and/or to register with the Website, and your failure to do so may restrict you from accessing or using certain of the Application’s features and functionality. Any violation of such Terms will also be deemed a violation of this Agreement.

Marketplace

While utilizing the Application, you will have the opportunity to create and interact with Your Content. By default Your Content is created as private. However, you will have the opportunity to change that setting and list and attempt to sell Your Content through the Application’s marketplace, which is designed specifically for buying and selling Content, including User Content (the “Marketplace”).

When listing Your Content for sale on our Marketplace, you agree to comply with the Company’s policies and selling practices as applicable, and also agree that:

Your Content does not violate the rights of any third parties;
You assume full responsibility Your Content and the accuracy and Content of the listings;
Your listings may not be immediately searchable by keyword or category for several hours (or up to 24 hours in some circumstances);
Your Content complies with all of our Terms, and other applicable listing policies;
If Your Content violates any of Company’s Terms, such Content may be modified, obfuscated or deleted at the Company’s sole discretion;
We may revise data associated with Your Content and your listings to supplement, remove, or correct information;
We strive to create a Marketplace where buyers find what they are looking for. Therefore, the appearance or placement of listings in search and browse results will depend on a variety of factors, including, but not limited to:

User location, search query, browsing site, and history;
Content listing format, price, history, and relevance to the applicable User’s query; and
number of listings matching the User’s query,

To drive a positive User experience, a listing may not appear in some search and browse results regardless of the sort order chosen by the applicable User.

Additionally, it is important that you understand that you should you decide to purchase User Content through the Marketplace, that you do so at your own risk. The Company does not warrant the purchased User Content will be suitable for your intended purpose or operate as you intended. As such, you specifically agree that all User Content that you review, interact with, and/or purchaser through the Marketplace is considered Third Party Materials, as defined below.

Updates

Company may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the Internet either:

the Application will automatically download and install all available Updates; or
you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.

Third Party Materials

The Application may display, include, or make available third party content (including data, information, applications, and other products, services, and/or materials, and/or Content from other Users made available for purchase in the Marketplace) or provide links to third party websites or services, including through third party advertising (collectively, “Third Party Materials”). You acknowledge and agree that Company is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

Term and Termination

The term of Agreement commences when you install the Application and will continue in effect until terminated by you or Company as set forth in this 9.
You may terminate this Agreement by deleting the Application and all copies thereof from your Mobile Device.
Company may terminate this Agreement at any time without notice if it ceases to support the Application, which Company may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement or the Company’s Terms.
Upon termination:

all rights granted to you under this Agreement will also terminate; and
you must cease all use of the Application and delete all copies of the Application from your Mobile Device and account.

Termination will not limit any of Company’s rights or remedies at law or in equity.

Disclaimer of Warranties

THE APPLICATION IS PROVIDED TO END USER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE COMPANY’S CONTENT AND SERVICES FOR:

PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

Indemnification.

You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Application or your breach of this Agreement, including but not limited to the content you submit or make available through this Application.

Export Regulation

The Application may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US.

US Government Rights

The Application is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.

Severability

If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect; provided, however, that if any fundamental term or provision of this Agreement, is invalid, illegal, or unenforceable, the remainder of this Agreement shall be unenforceable.

Governing Law

This Agreement is governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rules.

RESOLUTION OF DISPUTES: BINDING ARBITRATION; NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS

All disputes arising under Agreement shall be handled in accordance with Section 17 “RESOLUTION OF DISPUTES: BINDING ARBITRATION; NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS” of the Terms of Use.

Limitation of Time to File Claims

Entire Agreement

This Agreement, along with the Terms and the Privacy Policy constitute the entire agreement between you and Company with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.

Waiver

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

ARKH, INC.