Privacy Policy

Effective Date:

March 5, 2021

This Archipelago Privacy Policy (“Privacy Policy") explains our privacy practices for the activities described herein. Please read this Privacy Policy carefully to learn how we collect, use, share, and otherwise process information relating to individuals (“Personal Data”) as described below and to learn about your rights and choices regarding your Personal Data.

A reference to “Archipelago,” “we,” “us,” or the “Company” is a reference to Archipelago Analytics, Inc.

By accessing or using the Websites, you acknowledge and agree that you have read, understand, and agree to be bound by the terms of this Privacy Policy and our Terms of Use. If you do not agree with this Privacy Policy and/or our Terms of Use, do not access or use the Websites, or any other part of Archipelago’s business.

1. ARCHIPELAGO

As you interact with Archipelago including by accessing and using our Websites, including but not limited to www.onarchipelago.com, and our applications including but not limited to our software as a service (SaaS”) platform (collectively, the “Websites”), we collect and process information from and about you in order to provide you with access to and enhance your experience while using the Websites and otherwise to interact with you. This Privacy Policy describes how Archipelago collects, uses, and discloses information collected through the Websites and otherwise as described herein, and what choices you have with respect to such information.

2. PROCESSING ACTIVITIES COVERED

This Privacy Policy applies to the processing of Personal Data collected by us when you:

Visit our Websites;
Receive communications from us, including emails, phone calls, texts or fax;
Use our cloud products and services as an authorized user (for example, as an employee of one of our customers who provided you with access to our services) where we act as a controller of your Personal Data;
Register for, attend or take part in our events, webinars, or contests;
Visit our branded social media pages;
Visit our offices; or
Participate in community and open source development.

Our Websites may contain links to other websites, applications, and services maintained by third parties. The information practices of other services, or of social media platforms that host our branded social media pages, are governed by their privacy statements, which you should review to better understand their privacy practices.

3. COLLECTION OF INFORMATION

3.1 Personal Data we collect directly from you

The Personal Data we collect directly from you includes identifiers, professional or employment-related information, commercial information, visual information, and internet activity information. We collect such information in the following situations:

If you express an interest in obtaining additional information about our services; request customer support; use “Contact Us” or similar features; register to use our Websites; sign up for an event, webinar or contest; or download certain content, we may require that you provide to us your contact information, such as your name, job title, company name, address, phone number, email address or username and password;
If you attend an event, we may, with your further consent, scan your attendee badge, which will provide to us your information, such as name, title, company name, address, country, phone number and email address;
If you register for an online community that we host, we may ask you to provide a username, photo or other biographical information, such as your occupation, location, social media profiles, company name, areas of expertise and interests;
If you interact with our Websites or emails or advertisements, we automatically collect information about your device and your usage of our Websites or emails or advertisements (such as Internet Protocol (IP) addresses or other identifiers, which may qualify as Personal Data using cookies, web beacons, or similar technologies;
If you use and interact with our services, we automatically collect information about your device and your usage of our services through log files and other technologies, some of which may qualify as Personal Data;
If you voluntarily submit certain information to our services, such as filling out a survey about your user experience, we collect the information you have provided as part of that request; and
If you visit our offices, you may be required to register as a visitor and to provide your name, email address, phone number, company name and time and date of arrival.

If you provide us or our service providers with any Personal Data relating to other individuals, you represent that you have the authority to do so, and where required, have obtained the necessary consent, and acknowledge that it may be used in accordance with this Privacy Policy. If you believe that your Personal Data has been provided to us improperly, or want to exercise your rights relating to your Personal Data, please contact us by using the information in the “Contact Us” section below.

3.2 Personal Data we collect from other sources

We also collect information about you from other sources including third parties from whom we may purchase Personal Data and from publicly available information. We may combine this information with Personal Data provided by you. This helps us update, expand, and analyze our records, identify new customers, and create more tailored advertising to provide services that may be of interest to you. The Personal Data we collect from other sources includes identifiers, professional or employment-related information, education information, commercial information, visual information, internet activity information, and inferences about preferences and behaviors. For example, we collect such Personal Data from the following sources:

Third party providers of business contact information, including mailing addresses, job titles, email addresses, phone numbers, intent data (or user behavior data), IP addresses, social media profiles, LinkedIn URLs and custom profiles, for purposes of targeted advertising, delivering relevant email content, event promotion and profiling, determining eligibility and verifying contact information;
Another individual at your organization who may provide us with your business contact information for the purposes of obtaining services; and
Platforms such as GitHub to manage code check-ins and pull requests. If you participate in an open source or community development project, we may associate your code repository username with your community account so we can inform you of program changes that are important to your participation or relate to additional security requirements.

4. PROCESSING OF DEVICE AND USAGE DATA

We use common information-gathering tools, such as tools for collecting usage data, cookies, web beacons, pixels, and similar technologies to automatically collect information that may contain Personal Data as you navigate our Websites, our services, or interact with emails we have sent to you or our advertisements .

4.1 Device and Usage data

As is true of most websites, we gather certain information automatically when individual users visit our Websites. This information may include identifiers, commercial information, and internet activity information such as IP address (or proxy server information), device and application information, identification numbers and features, location, browser type, plug-ins, integrations, Internet service provider and/or mobile carrier, the pages and files viewed, searches, referring website, app or ad, operating system, system configuration information, advertising and language preferences, date and time stamps associated with your usage, and frequency of visits to the Websites. This information is used to analyze overall trends, help us provide and improve our Websites, offer a tailored experience for Website users, and secure and maintain our Websites.

In addition, we gather certain information automatically as part of your use of our cloud products and services. This information may include identifiers, commercial information, and internet activity information such as IP address (or proxy server), mobile device number, device and application identification numbers, location, browser type, Internet service provider or mobile carrier, the pages and files viewed, website and webpage interactions including searches and other actions you take, operating system and system configuration information and date and time stamps associated with your usage. This information is used to maintain the security of the services, to provide necessary functionality, to improve performance of the services, to assess and improve customer and user experience of the services, to review compliance with applicable usage terms, to identify future opportunities for development of the services, to assess capacity requirements, to identify customer opportunities, and for the security of Archipelago generally (in addition to the security of our products and services). Some of the device and usage data collected by the services, whether alone or in conjunction with other data, could be personally identifying to you. Please note that such device and usage data is generally used to identify the uniqueness of each user logging on (as opposed to specific individuals), apart from where it is strictly required to identify an individual for security purposes or as required as part of our provision of the services to our customers.

4.2 Cookies and Online Analytics

We use a variety of online tracking and analytics tools (e.g., cookies, pixel tags, and web beacons ) to collect and analyze information as you use our Websites and services.

When you visit our Websites, we, or an authorized third party, may place a cookie on your device that collects information, including Personal Data, about your online activities over time and across different sites. Cookies allow us to track use, infer browsing preferences, and improve and customize your browsing experience.

We may sometimes use cookies delivered by us or by third parties to show you ads for our products that we think may interest you on devices you use and to track the performance of our advertisements. For example, these cookies collect information such as which browser you used when visiting our Websites.

We may also use third-party web analytics services (e.g. Google Analytics, Mixpanel, and/or Pardot) to track and analyze usage information to provide enhanced interactions and more relevant communications, and to track the performance of our advertisements. You can learn about Google’s privacy practices by going to www.google.com/policies/privacy/‌partners/.

Archipelago may also contract with third-party advertising networks that collect IP addresses and other information from web beacons on our Websites, from emails, and on third-party websites. Advertising networks may follow your online activities over time and across different websites or other online services by collecting device and usage data through automated means, including through the use of cookies, and serve advertisements that may be of interest to you on sites across the Internet. These technologies may recognize you across the different devices you use.

The types of tracking and analytics tools we and our service providers use for these purposes include, for example:

“Cookies” are small data files stored on your computer or device to collect information about your use of our Websites, services and advertisements. Cookies may enable us to recognize you as the same user who visited our Websites and/or used our services in the past, and relate your usage to other information we have about you. Cookies may also be used to enhance your experience (for example, by storing your username) and/or to collect general usage and aggregated statistical information. Most browsers can be set to detect cookies and give you an opportunity to reject them, but refusing cookies may, in some cases, limit your use of our Websites, services, or features. To learn more about the use of cookies, including how to manage or delete them, click here. Please note that by blocking, disabling, or managing any or all cookies, you may not have access to certain features or offerings.
“Local shared objects,” or “flash cookies,” may be stored on your computer or device using a media player or other software. Local shared objects operate much like cookies, but cannot be managed in the same way. Depending on how local shared objects are enabled on your computer or device, you may be able to manage them using software settings. For information on managing flash cookies, for example, click here.
A “pixel tag” (also known as a “clear GIF”) or “web beacon” is a tiny image – typically just one-pixel – that can be placed on a web page or in our electronic communications to you in order to help us measure the effectiveness of our content and advertisements by, for example, counting the number of individuals who visit us online or verifying whether you’ve opened one of our emails or seen one of our web pages.

4.3 Notices on behavioral advertising and opt-out for Website visitors

As described above, we or one of our authorized partners may place or read cookies on your device or use similar technologies when you visit our Websites for the purpose of serving you targeted advertising on sites across the Internet (also referred to as “online behavioral advertising” or “interest-based advertising”). To learn more about targeted advertising and advertising networks, and to opt out of third party vendors’ use of cookies, please visit the opt-out pages of the Network Advertising Initiative, here, and the Digital Advertising Alliance, here.

To learn how to manage privacy and storage settings for Flash cookies, click here. Various browsers may also offer their own management tools for removing certain types of local storage.

4.4 Opt-Out from the setting of cookies on your individual browser

In many cases you may opt-out from the collection of non-essential device and usage data on your web browser by managing your cookies at the browser or device level. In addition, if you wish to opt-out of interest-based advertising, click here (or, if located in the European Union, click here). Please note, however, that by blocking or deleting cookies and similar technologies used on our Websites, you may not be able to take full advantage of the Websites.

Do Not Track. Do Not Track (“DNT”) is a privacy preference that users can set in certain web browsers. We do not currently recognize or respond to browser-initiated DNT signals. Learn more about Do Not Track.

5. PURPOSES FOR WHICH WE PROCESS PERSONAL DATA AND THE LEGAL BASES ON WHICH WE RELY

We collect and process your Personal Data for the following purposes. Where required by law, we obtain your consent to use and process your Personal Data for these purposes. Otherwise, we rely on another authorized legal basis (including but not limited to the (a) performance of a contract or (b) legitimate interest) to collect and process your Personal Data.

Providing our Websites and services: We process your Personal Data to perform our contract with you for the use of our Websites and services and to fulfill our obligations under the applicable terms of use and service; if we have not entered into a contract with you, we base the processing of your Personal Data on our legitimate interest to operate and administer our Websites and to provide you with content you access and request (e.g., to download content from our Websites);
Providing necessary functionality: We process your Personal Data to perform our contract with you for the use of our Websites and services; if we have not entered into a contract with you, we base the processing of your Personal Data on our legitimate interest to provide you with the necessary functionality required for your use of our Websites and services;
Managing user registrations: If you have registered for an account with us, we process your Personal Data by managing your user account for the purpose of performing our contract with you according to applicable terms of service;
Handling contact and user support requests: We process your Personal Data to perform our contract with you and to the extent it is necessary for our legitimate interest in fulfilling your requests and communicating with you;
Managing event registrations and attendance: We process your Personal Data to plan and host events or webinars for which you have registered or that you attend, including sending related communications to you, to perform our contract with you;
Promoting the security of our Websites and services: We process your Personal Data by tracking use of our Websites and services, creating aggregated non-personal data, verifying accounts and activity, investigating suspicious activity, and enforcing our terms and policies to the extent it is necessary for our legitimate interest in promoting the safety and security of the services, systems and applications and in protecting our rights and the rights of others;
Developing and improving our Websites and services: We process your Personal Data to analyze trends and to track your usage of and interactions with our Websites and services to the extent it is necessary for our legitimate interest in developing and improving our Websites and services and providing our users with more relevant content and service offerings, or where we seek your valid consent;
Assessing and improving user experience: We process device and usage data as described above, which in some cases may be associated with your Personal Data, to analyze trends and assess and improve the overall user experience to the extent it is necessary for our legitimate interest in developing and improving the service offering, or where we seek your valid consent;
Reviewing compliance with applicable usage terms: We process your Personal Data to review compliance with the applicable usage terms in our customer’s contract to the extent that it is in our legitimate interest to ensure adherence to the relevant terms;
Assessing capacity requirements: We process your Personal Data to assess the capacity requirements of our services to the extent that it is in our legitimate interest to ensure that we are meeting the necessary capacity requirements of our service offering;
Identifying customer opportunities: We process your Personal Data to assess new potential customer opportunities to the extent that it is in our legitimate interest to ensure that we are meeting the demands of our customers and their users’ experiences;
Registering office visitors: We process your Personal Data for security reasons, to register visitors to our offices and to manage non-disclosure agreements that visitors may be required to sign, to the extent such processing is necessary for our legitimate interest in protecting our offices and our confidential information against unauthorized access;
Displaying personalized advertisements and content: We process your Personal Data to conduct marketing research, advertise to you, provide personalized information about us on and off our Websites and to provide other personalized content based upon your activities and interests to the extent it is necessary for our legitimate interest in advertising our Websites or, where necessary, to the extent you have provided your prior consent;
Sending marketing communications: We will process your Personal Data or device and usage data, which in some cases may be associated with your Personal Data, to send you marketing information, product recommendations and other non-transactional communications (e.g., marketing newsletters, telemarketing calls, SMS, or push notifications) about us and our affiliates and partners, including information about our products, promotions or events as necessary for our legitimate interest in conducting direct marketing or to the extent you have provided your prior consent; and
Complying with legal obligations: We process your Personal Data when cooperating with public and government authorities, courts or regulators in accordance with our legal obligations under applicable laws to the extent this requires the processing or disclosure of Personal Data to protect our rights or is necessary for our legitimate interest in protecting against misuse or abuse of our Websites, protecting personal property or safety, pursuing remedies available to us and limiting our damages, complying with judicial proceedings, court orders or legal processes, respond to lawful requests, or for auditing purposes.

If we need to collect and process Personal Data by law, or under a contract we have entered into with you, and you fail to provide the required Personal Data when requested, we may not be able to perform our contract with you.

6. SHARING OF PERSONAL DATA

We may share your Personal Data as follows:

Service Providers: With our contracted service providers, who provide services such as IT and system administration and hosting, credit card processing, research and analytics, marketing, customer support and data enrichment for the purposes and pursuant to the legal bases described above;
Customers With Whom You Are Affiliated: If you use our services as an authorized user, we may share your Personal Data with your affiliated customer responsible for your access to the services to the extent this is necessary for verifying accounts and activity, analyzing usage, investigating suspicious activity, or enforcing our terms and policies;
Third party networks and websites: With third-party social media networks, advertising networks and websites, so that Archipelago can market and advertise on third party platforms and websites;
Third Party Partners: If you choose to interact with or use third-party tools, we may share your Personal Data with our third party partners who may contact you regarding their products or services;
Event Sponsors: If you attend an event or webinar organized by us, or download or access an asset on our Website, we may share your Personal Data with sponsors of the event. If required by applicable law, you may consent to such sharing via the registration form or by allowing your attendee badge to be scanned at a sponsor booth. In these circumstances, your information will be subject to the sponsors’ privacy statements. If you do not wish for your information to be shared, you may choose to not opt-in via event/webinar registration or elect to not have your badge scanned, for example,;
Professional Advisers: In individual instances, we may share your Personal Data with professional advisers acting as service providers, processors, or joint controllers - including lawyers, bankers, auditors, and insurers based in countries in which we operate who provide consultancy, banking, legal, insurance and accounting services, and to the extent we are legally obliged to share or have a legitimate interest in sharing your Personal Data;
Archipelago Affiliates: With affiliates and companies that we acquire in the future, to the extent such sharing of data is necessary to fulfill a request you have submitted via our Websites or for customer support, marketing, technical operations and account management purposes; and
Third Parties Involved in a Corporate Transaction: If we are involved in a merger, reorganization, dissolution or other fundamental corporate change, or sell a website or business unit, or if all or a portion of our business, assets or stock are acquired by third party, with such third party. We will comply with applicable laws regarding notification in case of transfer of your Personal Data to an unaffiliated third party.

We may also share anonymous or de-identified usage data with Archipelago’s service providers for the purpose of helping Archipelago in such analysis and improvements. Additionally, Archipelago may share such anonymous or de-identified usage data on an aggregate basis in the normal course of operating our business; for example, we may share information publicly to show trends about the general use of our services.

Anyone using our communities, forums, blogs, or chat rooms on our Websites may read any Personal Data or other information you choose to submit and post.

7. INTERNATIONAL TRANSFER OF PERSONAL DATA

We may transfer information that we collect about you to third party processors across borders and from your country or jurisdiction to other countries or jurisdictions around the world. If you are located in the European Union or other regions with laws governing data collection and use that may differ from U.S. law, please note that you are transferring information to a country and jurisdiction that does not have the same data protection laws as your jurisdiction. As required by applicable law, we will take reasonable and appropriate steps to ensure that any third party who is acting as a “data processor” under applicable EU and Swiss terminology is processing the personal data we entrust to them in a manner consistent with applicable law, for instance by entering into the appropriate back-to-back agreements and, if required, standard contractual clauses for the transfer of data as approved by the European Commission (Art. 46 GDPR). Where required by applicable law, we will only share, transfer or store your Personal Data outside of your jurisdiction with your prior consent.

8. CHILDREN

Our Websites are not directed at children. We do not knowingly collect Personal Data from children under the age of 16. If you are a parent or guardian and believe your child has provided us with Personal Data without your consent, please contact us by using the information in the “Contact Us” section below and we will take steps to delete their Personal Data from our systems.

9. RETENTION OF PERSONAL DATA

We may retain your Personal Data for a period of time consistent with the original purpose of collection (see the “Purposes for which we process Personal Data and the legal bases on which we rely” section, above) or as long as required to fulfill our legal obligations. We determine the appropriate retention period for Personal Data on the basis of the amount, nature, and sensitivity of the Personal Data being processed, the potential risk of harm from unauthorized use or disclosure of the Personal Data, whether we can achieve the purposes of the processing through other means, and on the basis of applicable legal requirements (such as applicable statutes of limitation).

After expiry of the applicable retention periods, your Personal Data will be deleted. If there is any data that we are unable, for technical reasons, to delete entirely from our systems, we will implement appropriate measures to prevent any further use of such data.

10. YOUR RIGHTS RELATING TO YOUR PERSONAL DATA

10.1 Your rights

You may have certain rights relating to your Personal Data, subject to local data protection laws. Depending on the applicable laws these rights may include the right to:

Access your Personal Data held by us;
Know more about how we processed your Personal Data;
Rectify inaccurate Personal Data and, taking into account the purpose of processing the Personal Data, ensure it is complete;
Erase or delete your Personal Data (also referred to as the ‘right to be forgotten’), to the extent permitted by applicable data protection laws;
Restrict our processing of your Personal Data to the extent permitted by law;
Transfer your Personal Data to another controller to the extent possible (right to data portability);
Object to any processing of your Personal Data. Where we process your Personal Data for direct marketing purposes or share it with third parties for their own direct marketing purposes, you can exercise your right to object at any time to such processing without having to provide any specific reason for such objection;
Opt-out of certain disclosures of your Personal Data to third parties;
If you’re under the age of 16, opt-in to certain disclosures of your Personal Data to third parties;
Not be discriminated against for exercising your rights described above;
Not be subject to a decision based solely on automated processing, including profiling, which produces legal effects ("Automated Decision-Making"). Automated Decision-Making currently does not take place on our Websites or in our services; and
Withdraw your consent at any time (to the extent we base processing on consent), without affecting the lawfulness of the processing based on such consent before its withdrawal.

10.2 How to exercise your rights‍

To exercise your rights, please contact us by using the information in the “Contact Us” section, below. We try to respond to all legitimate requests within one month and will contact you if we need additional information from you in order to honor your request. Occasionally it may take us longer than a month, taking into account the complexity and number of requests we receive. If you are an employee of an Archipelago customer, we recommend you contact your employer’s system administrator for assistance in correcting or updating your information.

Some registered users may update their user settings, profiles, organization settings and event registrations by logging into their accounts and editing their settings or profiles.

10.3 Your rights relating to customer data

As described above, we may also process Personal Data submitted by or for a customer to our cloud products and services. To this end, if not stated otherwise in this Privacy Policy or in a separate disclosure, we process such Personal Data as a processor on behalf of our customer (and its affiliates) who is the controller of the Personal Data. We are not responsible for and have no control over the privacy and data security practices of our customers, which may differ from those explained in this Privacy Policy. If your data has been submitted to us by or on behalf of an Archipelago customer and you wish to exercise any rights you may have under applicable data protection laws, please inquire with them directly. Because we may only access a customer’s data upon their instructions, if you wish to make your request directly to us, please provide us the name of the Archipelago customer who submitted your data to us. We will refer your request to that customer, and will support them as needed in responding to your request within a reasonable timeframe.

11. HOW WE SECURE YOUR PERSONAL DATA

We take appropriate precautions including organizational, technical, and physical measures to help safeguard against accidental or unlawful destruction, loss, alteration, and unauthorized disclosure of, or access to, the Personal Data we process or use.

While we follow generally accepted standards to protect Personal Data, no method of storage or transmission is 100% secure. You are solely responsible for protecting your password, limiting access to your devices and signing out of Websites after your sessions. If you have any questions about the security of our Websites, please contact us by using the information in the “Contact Us” section, below.

12. YOUR PREFERENCE FOR EMAIL AND SMS MARKETING COMMUNICATIONS

From time to time we may contact you with information about our products and services, including sending you marketing messages and asking for your feedback on our products and services. You may manage your receipt of marketing and non-transactional communications from us by clicking on the “unsubscribe” link located on the bottom of Archipelago marketing emails, by replying or texting ‘STOP’ if you receive Archipelago SMS communications, or by contacting legal@onarchipelago.com.

Please note that opting out of marketing communications does not opt you out of receiving important business communications related to your current relationship with us, such as communications about your subscriptions or event registrations, service announcements or security information.

13. YOUR PREFERENCE FOR TELEMARKETING COMMUNICATIONS

If you want your phone number to be added to our internal Do-Not-Call telemarketing register, please contact us by using the information in “Contact Us” section below. Please include your first name, last name, company and the phone number you wish to add to our Do-Not-Call register. Alternatively, you can always let us know during a telemarketing call that you do not want to be called again for marketing purposes.‍

14. LINKS TO OTHER WEBSITES AND SERVICES‍

The Service may contain links to and from third party websites of our business partners, advertisers, and social media sites and our users may post links to third party websites. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability resulting from you following a link these websites. Additionally, other privacy policies may apply when you engage with us through a co-branded or co-sponsored promotional or marketing activity. We strongly recommend that you read the privacy policies and terms and conditions of use of any third party website or service to understand how your information will be collected, used and shared. We are not responsible for the privacy practices or the content on the websites of third-party sites.‍

15. CHANGES TO THIS PRIVACY POLICY ‍

We will update this Privacy Policy from time to time to reflect changes in our practices, technologies, legal requirements, and other factors. If we do, we will update the “effective date” at the top. If we make a material update, we may provide you with notice prior to the update taking effect, such as by posting a conspicuous notice on our Website or by contacting you directly, or where required under applicable law and feasible, seek your consent to these changes.

We encourage you to periodically review this Privacy Policy to stay informed about our collection, processing and sharing of your Personal Data.‍‍

‍16. CONTACT US ‍

If you wish to contact us or have any questions about or complaints in relation to this Privacy Policy, please email legal@onarchipelago.com.

‍

Terms of use

Effective Date:

January 4, 2021

Archipelago Analytics, Inc. (“Archipelago,” “Company,” “we,” “us”) offers a Software as a Service(SaaS) platform which, among other things, digitizes risk information for analytics and use in insurance placements (collectively, the “Service”),and websites including but not limited to www.onarchipelago.com (collectively, the “Website(s)”). These Terms of Use (“Terms of Use”) create a legal agreement directly between you (“you,” or “user”) and Archipelago and explains the rules governing use of the Service and Websites.

By accessing or using the Service and/or the Websites, you acknowledge and agree that you have read, understand, and agree to be bound by these Terms of Use and by the terms of our Privacy Policy. If you do not agree to these Terms of Use and/or to our Privacy Policy, please do not access or use the Service or the Websites.

We may, from time to time, modify these Terms of Use. Please check this page periodically for updates. If you do not agree to, or cannot comply with, the modified Terms of Use, you must stop using the Service and the Websites. The updated Terms of Use will take effect upon their posting and will apply on a going-forward basis, unless otherwise provided in a notice to you. Your continued use of the Service and/or the Websites after any such update constitutes your acceptance of such changes.

1. ELIGIBILITY AND USER TYPE

1.1 General. To use the Service and Websites you must be, and represent and warrant that you are, at least 13 years of age and competent to agree to these Terms of Use. If Company has previously prohibited you from accessing or using the Service or Websites, you are not permitted to access or use the Service or Websites.

1.2 User Type. Users referred to in these Terms of Use include individuals who access any of the Websites and/or engage with the Service, either as (a) a sole individual or direct customer of Company, or (b) as a user authorized to access and use the Service by a customer of Company (an “Authorized User”). For purposes hereof, all of the foregoing are referred to herein collectively as “users,” and customers of Company are referred to as “Customers.”

1.2 Customer’s Choices and Instructions. If you are an Authorized User, it means you have been authorized to access and use the Service by a Customer that has separately agreed to our Terms of Use or entered into a written agreement with Company (in either case, the “Contract”) that permits Customer to access and use the Service and to authorize you and others to access and use the Service. In such case, when you submit User Content (defined in Section 4 below) to the Service, you acknowledge and agree that such User Content is owned by Customer and that the Contract provides Customer with various choices and control over that User Content. For example, Customer may provision or deprovision access to the Service, enable or disable third party integrations, and manage permissions and settings, and these choices and instructions may result in the access, use, disclosure, modification, or deletion of certain or all User Content. As an Authorized User, you also acknowledge and agree to the following:

AS BETWEEN COMPANY AND CUSTOMER, YOU AGREE THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO (A)INFORM YOU AND ITS OTHER AUTHORIZED USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF USER CONTENT; (B)OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ITS OTHER AUTHORIZED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF USER CONTENT AND THE OPERATION OF THESERVICE; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF USER CONTENT UNDER THE CONTRACT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ITS OTHER AUTHORIZED USERS RELATING TO OR BASED ON USER CONTENT, THE SERVICE OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE SERVICE WHICH IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS.

2. ACCOUNT REGISTRATION AND USE

2.1 Account Registration and Confidentiality. To access the Service and, as applicable, all or portions of the Websites, you must register for an Company account by creating a username and password and as otherwise required therein. You agree to provide us with accurate, complete, and current registration information about yourself. It is your responsibility to ensure that your password remains confidential and secure. By registering, you agree that you are fully responsible for all activities that occur under your username and password. We may assume that any communications we receive under your account have been made by you. If you are a billing owner, an administrator, or if you have confirmed in writing that you have the authority to make decisions on behalf of a Customer (“Account Administrator”), you represent and warrant that you are authorized to make decisions on behalf of the Customer and agree that Company is entitled to rely on your instructions.

2.2 Unauthorized Account Use. You are responsible for notifying us at legal@onarchipelago.com if you become aware of any unauthorized use of or access to your account. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account. Company will not be liable for any loss, damages, liability, expenses or attorneys’ fees that you may incur as a result of someone else using your password or account, either with or without your knowledge and/or authorization, and regardless of whether you have or have not advised us of such unauthorized use. You will be liable for losses, damages, liability, expenses and attorneys’ fees incurred by Company or a third party due to someone else using your account. In the event that the Account Administrator or Customer loses access to an account or otherwise requests information about an account, Company reserves the right to request from the Account Administrator or Customer any verification it deems necessary before restoring access to or providing information about such account in its sole discretion.

3. PROPRIETARY RIGHTS

3.1 Company Proprietary Rights. The Service, the Websites, and all materials contained therein (including all software, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork, and other graphic materials, and names, logos, trademarks and services marks) or derived (in whole or in part) there from, are, as between Company and you, owned by Company and/or its Affiliates, including ownership of all intellectual property rights therein and are protected by United States copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws. The Service and the Websites are also protected as a collective work or compilation under U.S. copyright and other law and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service and/or the Websites. You acknowledge that the Service and the Websites have been developed, compiled, prepared, revised, selected, and arranged by Company and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of Company and such others. You agree to protect the proprietary rights of Company and all others having rights in the Service and the Websites during and after the term of these Terms of Use and to comply with all written requests made by Company or its suppliers and licensors of content or otherwise to protect their and others’ contractual, statutory, and common law rights in the Service and the Websites. For purposes hereof, the term “Affiliate” means an entity controlled by, controlling, or under common control with Company.

3.2 Trademarks. Archipelago, Onarchipelago, Archipelago Analytics, and the Archipelago logo are trademarks of Archipelago. “Archipelago Trademarks” means the foregoing, as well as all other names, marks, brands, logos, designs, trade dress, slogans and other designations Archipelago uses in connection with its products and services. You may not remove or alter any Archipelago Trademarks, or co-brand your own products or material with Archipelago Trademarks, without Archipelago’s prior written consent. You acknowledge Archipelago’s rights in Archipelago Trademarks and agree that any use of Archipelago Trademarks by you shall inure to Archipelago’s sole benefit. You agree not to incorporate any Archipelago Trademarks into your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with computer or Internet-related products, services or technologies. All other brands and names used on this Website may be trademarks, registered trademarks, or service marks of their respective owners.

3.3 You agree to notify Company immediately upon becoming aware of any claim that the Service or the Websites infringes upon any copyright, trademark, or other contractual, statutory, or common law rights. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including without limitation rights in and to all applications and registrations relating to the Service and the Websites shall, as between you and Company, at all times be and remain the sole and exclusive property of Company. Any unauthorized use of any material contained on or through the Service or the Websites may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

4. USER CONTENT AND FEEDBACK

4.1 User Content; License to Company. The Service allows you to submit information, text, files, and other materials (collectively, “User Content”) and to share that User Content with others. As between Customer, on the one hand, and any Authorized Users on the other, Customer owns all User Content. Customer (for itself and all of its Authorized Users) hereby grants to Company and its Affiliates a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export, display, reproduce, adapt, publish, transmit, and display User Content subject to the terms and conditions of the applicable Contract, only as reasonably necessary (a) to provide, maintain and update the Services; (b) to prevent or address service, security, support or technical issues; and (c) as expressly permitted in writing by Customer or user, as applicable. Customer represents and warrants that it has secured all rights in and to User Content from its Authorized Users as may be necessary to grant this license. All other users hereby grant to Company and its Affiliates a license to access, use, process, copy, distribute, perform, export, display, reproduce, adapt, publish, transmit, and display User Content, as permitted by Company’s Privacy Policy and as otherwise required by law or to otherwise to comply in good faith with legal process. Company reserves the right to remove from the Service or any Website any User Content that violates these Terms of User or that is otherwise objectionable in Company’s sole discretion.

4.2 Feedback. The Service and the Websites may have certain features that allow you to submit comments, information, and other materials (collectively, “Feedback”) to Company and share such Feedback with other users, or the public. By submitting such Feedback, you grant Company and its Affiliates a license to access, use, copy, reproduce, process, adapt, publish, transmit, host, and display that Feedback for any purpose (including in testimonials or other Company marketing materials and where required to do so by law or in good faith to comply with legal process.). Company reserves the right to remove any Feedback posted in public forums for any reason at our sole discretion.

4.3 User Content and Feedback Representations. You acknowledge and agree that you have all required rights to submit User Content and Feedback without violation of any third-party rights. You understand that Company does not control, and is not responsible for, User Content or Feedback, and that by using the Service and/or Websites, you may be exposed to User Content or Feedback from other users that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Please also note that User Content and Feedback may contain typographical errors, other inadvertent errors or inaccuracies. You agree that you will indemnify, defend, and hold harmless Company and its Affiliates for all claims resulting from User Content and/or Feedback you submit through the Service or the Websites. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event you will cooperate with us in asserting any available defenses.

5. LICENSE AND ACCEPTABLE USE

5.1 License. Subject to your compliance with these Terms of Use, including but not limited to the Acceptable Use terms below, we grant you a non-sublicensable, non-transferable, non-exclusive, limited license to access and use the object code version of the Service and/or Websites solely for your own internal use as necessary to use the Service and/or Websites and otherwise in accordance with these User Terms and, to the extent applicable, the Contract, and only in a manner that complies with all legal requirements that apply to you or your use of the Service and the Websites. Company may revoke this license at any time, in its sole discretion. Company reserves all rights not expressly granted under these Terms of Use, and no other rights are granted under these Terms of Use by implication or otherwise.

5.2 Acceptable Use. You must at all times comply with the following rules regarding acceptable use of the Service and the Websites, including but not limited to the following rules regarding disruption of the Service, misuse of the Service and Websites, and User Content standards within the Service and Websites.

You may not:

access, tamper with, or use non-public areas of the Service or the Websites, Company’s computer systems, or the technical delivery systems of Company’s providers;
probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measure;
accessor search the Service or the Websites by any means other than Company’s publicly supported interfaces (for example, “scraping”);
attempt to disrupt or overwhelm our infrastructure by intentionally imposing unreasonable requests or burdens on our resources (e.g. using “bots” or other automated systems to send requests to our servers at a rate beyond what could be sent by a human user during the same period of time); or
interfere with or disrupt the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Service or the Websites.

You may not utilize the Service or the Websites to carry out, promote, or support:

any unlawful or fraudulent activities;
the impersonation of another person or entity or the misrepresentation of an affiliation with a person or entity in a manner that does or is intended to mislead, confuse, or deceive others;
activities that are defamatory, libelous or threatening, constitute hate speech, harassment, or stalking;
the publishing or posting of other people’s private or personal information without their express authorization and permission;
the sending of unsolicited communications, promotions advertisements, or spam;
the publishing of or linking to malicious content intended to damage or disrupt another user’s browser or computer; or
the promotion or advertisement of products or services other than your own without appropriate authorization.

You may not post any content on the Service or the Websites that:

violates any applicable law, any third party’s intellectual property rights, or anyone’s right of privacy or publicity;
is deceptive, fraudulent, illegal, obscene, pornographic (including child pornography, which, upon becoming aware of, we will remove and report to law enforcement, including the National Center for Missing and Exploited children), defamatory, libelous or threatening, constitutes hate speech, harassment, or stalking;
contains any personal information of minors;
contains any sensitive personal information, such as financial information, payment card numbers, social security numbers, or health information without Company’s prior written consent granted as part of a Customer Agreement;
contains viruses, bots, worms, or similar harmful materials; or
contains any information that you do not have a right to make available under law or any contractual or fiduciary duty.

In addition to any other remedies that may be available to us, Company reserves the right to take any remedial action it deems necessary, including but not limited to immediately suspending or terminating your access to the Service and the Websites without notice should you fail to abide by the rules in this Section.

6. PRIVACY

For information about how we collect, use, and share the data we collect from and about you, please see our Privacy Policy which is incorporated by reference into these Terms of Use.

7. THIRD-PARTY LINKS AND WEBSITES

The Service and the Websites may provide information and content provided by third parties; links to third-party websites or resources, such as sellers of goods and services; and third-party products and services for sale directly to you. Company is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for (i) any content, advertising, products, or other materials on or available from such sites or resources, (ii) any errors or omissions in these websites or resources, or (iii) any information handling practices or other business practices of the operators of such sites or resources. You further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any linked sites or resources. Your interactions with such third parties will be governed by the third parties’ own terms of service and privacy policies, and any other similar terms.

8. DISCLAIMERS; LIMITATION OF LIABILITY

THE SERVICE AND THE WEBSITES AND INFORMATION CONTAINED THEREIN, WHETHER PROVIDED BY COMPANY, ITS AFFILIATES, LICENSORS, SUPPLIERS, ITS USERS, AND OTHER INFORMATION ON OR ACCESSIBLE FROM THE SERVICE OR THE WEBSITES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY, REPRESENTATION, OR GUARANTEE OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, REPRESENTATIONS, OR GUARANTEES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL COMPANY OR ITS AFFILIATES, LICENSORS, SUPPLIERS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR OTHER REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES), ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR THE WEBSITES, ANY MATERIALS, INFORMATION, OR RECOMMENDATIONS APPEARING ON THE SERVICE OR THE WEBSITES, OR ANY LINK PROVIDED ON THE SERVICE OR THE WEBSITES, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, VIOLATION OF STATUTE, OR OTHERWISE. THIS EXCLUSION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN ANY EVENT, COMPANY’S AGGREGATE LIABILITY WILL NOT EXCEED $100. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR THE WEBSITES OR ANY WEBSITE FEATURED OR LINKED TO THROUGH THE SERVICE OR THE WEBSITES, AND NEITHER COMPANY NOR ITS AFFILIATES WILL BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR WEBSITES. COMPANY WILL NOT BE LIABLE FOR THE OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY. YOU VOLUNTARILY ASSUME THE RISK OF HARM OR DAMAGE FROM THE FOREGOING. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW.

If you are a California resident, you hereby waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This release includes the criminal acts of others.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages such as above. Accordingly, some of the above limitations may not apply to you. If you are a resident of a state that permits the exclusion of these warranties and liabilities, then the limitations in this Section specifically do apply to you.

9. INDEMNITY

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD COMPANY AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, CONTRACTORS, AND REPRESENTATIVES (AND ALL SUCCESSORS AND ASSIGNS OF ANY OF THE FOREGOING), HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS, MADE BY ANY THIRD PARTY IN CONNECTION WITH OR ARISING OUT OF YOUR USE OF THE SERVICE OR THE WEBSITES, YOUR VIOLATION OF THESE TERMS OR OF COMPANY’S PRIVACY POLICY, YOUR VIOLATION OF AN APPLICABLE LAW, YOUR SUBMISSION, POSTING, OR TRANSMISSION OF FEEDBACK TO THE SERVICE OR THE WEBSITES, AND/OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER INDIVIDUAL OR ENTITY. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF SUCH DISPUTES, AND IN ANY EVENT YOU WILL COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES.

10. MODIFICATION

Company reserves the right at any time to modify or discontinue, temporarily or permanently, the Service and/or the Websites (or any part thereof), with or without notice. You agree that Company shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Service and Websites.

11. GENERAL TERMS

11.1 Entire Agreement; Order of Precedence. The Terms of Use, including any terms incorporated by reference into the Terms of Use, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these Terms of Use and any terms incorporated by reference herein (e.g. the Privacy Policy),the terms of these Terms of Use will first prevail; provided, however, that if there is a conflict or inconsistency between these Terms of Use and an applicable Contract, the terms of the Contract will first prevail, followed by the provisions in these Terms of Use, and then followed by the terms incorporated by reference herein (e.g. the Privacy Policy). The Customer will be responsible for notifying its Authorized Users of those conflicts or inconsistencies and until such time the terms set forth herein will be binding.

11.2 Governing law; Venue. These Terms of Use, and any disputes arising out of or related hereto, will be governed exclusively by the laws of California without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in San Francisco, California will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Terms of Use or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts.

11.3 No Waiver. No waiver of any provision of these Terms of Use will be binding unless in writing, no waiver of any provisions of these Terms of Use will be deemed a further or continuing waiver of such provision or any other provision, and the failure of Company to exercise or enforce any right or remedy in these Terms of Use does not waive that right or remedy. If an arbitrator or a court of competent jurisdiction finds any provision of these Terms of Use to be invalid, the parties agree that the court should endeavor to give effect, to the maximum extent permitted by law, to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Use will remain in full force and effect.

11.4 Statute of Limitations. To the maximum extent permitted under applicable law, you agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Service and Websites and/or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.

11.5 Force Majeure. Under no circumstances shall Company, its Affiliates, licensors or suppliers be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control.

11.6 Survival. The sections titled “Proprietary Rights,” “User Content and Feedback,” “Disclaimer; Limitation of Liability,” “Indemnity,” and all of the provisions under the general heading “General Terms” will survive any expiration or termination of these Terms of Use.

11.7 Miscellaneous. These Terms of Use, and any rights or licenses granted hereunder, may not be assigned or delegated by you. These Terms of Use, and any rights or licenses granted hereunder, may be assigned or delegated by Company without restriction. These Terms of Use bind and inure to the benefit of each party and the party’s successors and permitted assigns. There are no third party beneficiaries to these Terms of Use except as expressly stated herein. These Terms of Use may not be modified by an oral statement by a representative of Company. No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms of Use. You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form. If you are using the Service and Websites for or on behalf of the U.S. government, your license rights do not exceed those granted to non-government consumers. Headings used in these Terms of Use are for convenience only and are not intended to, nor shall they, have any legal or contractual effect.

11.8 Notices. We may deliver notice to you by e-mail, posting a notice on the Service or the Websites or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following email address: legal@onarchipelago.com.

12. QUESTIONS

If you have any questions about these Terms of Use, please contact us at legal@onarchipelago.com.

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