Terms of Use

These Archipelago Terms of Use (“Terms of Use”) create a legal agreement directly between you and Archipelago Analytics, Inc. (“Company,” “we,” “our”) and govern the terms and conditions of your use of and access to our website(s) and online information (referred to collectively as the “Website(s)”).  

By accessing or using 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 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 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 Websites after any such update constitutes your acceptance of such changes. 

1. COMPANY TRADEMARKS AND OTHER PROPRIETARY RIGHTS 

1.1 Trademarks. Archipelago, Onarchipelago, Archipelago Analytics, and the Archipelago logo are trademarks of Archipelago. “Archipelago Trademarks” means all 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.

1.2 Other Proprietary Rights. The Websites are owned and operated by Company and contain materials (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) which are derived in whole or in part from materials supplied by Company and its partners, as well as other sources, and are protected by United States copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws. 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 Websites. You acknowledge that 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 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 Websites. 

You agree to notify Company immediately upon becoming aware of any claim that the Websites infringe 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 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 Websites may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

2. FEEDBACK TO COMPANY

By submitting ideas, suggestions, documents, and/or proposals (“Feedback”) to Company through its Websites, you acknowledge and agree that: (a) your Feedback does not contain confidential or proprietary information; (b) you have all required rights to submit Feedback without violation of any third-party rights; (c) Company is not under any obligation of confidentiality, express or implied, with respect to the Feedback; (d) Company shall be entitled to use or disclose (or choose not to use or disclose) such Feedback for any purpose, in any way, in any media worldwide; (e) Company may have something similar to the Feedback already under consideration or in development; (f) your Feedback automatically become the property of Company without any obligation of Company to you; and (g) you are not entitled to any compensation or reimbursement of any kind from Company under any circumstances. You agree that you will indemnify, defend, and hold harmless Company for all claims resulting from Feedback you submit through 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.

3. LICENSE AND ACCEPTABLE USE

3.1 License. Subject to your compliance with these Terms of Use, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable license to access and use the Websites only for your own internal use  and only in a manner that complies with all legal requirements that apply to you or your use of the Websites, including our Privacy Policy and these Terms of Use. 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 estoppel or otherwise.

3.2 Acceptable Use.

You must at all times comply with the following rules regarding acceptable use of the Websites.

You may not:

• access, tamper with, or use non-public areas of 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;
• access or search 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 Websites.

You may not utilize 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 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 Websites without notice should you fail to abide by the rules in this Section.

4. 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.

5. THIRD-PARTY LINKS AND WEBSITES

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.

6. WARRANTIES, DISCLAIMERS AND LIMITATION OF LIABILITY

THE WEBSITES AND INFORMATION CONTAINED THEREIN, WHETHER PROVIDED BY COMPANY, ITS LICENSORS, ITS VENDORS OR ITS USERS, AND OTHER INFORMATION ON OR ACCESSIBLE FROM 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, VENDORS, 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 WEBSITES, ANY MATERIALS, INFORMATION, OR RECOMMENDATIONS APPEARING ON THE WEBSITES, OR ANY LINK PROVIDED ON 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 WEBSITES OR ANY WEBSITE FEATURED OR LINKED TO THROUGH THE WEBSITES, AND COMPANY 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 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.

7. INDEMNITY

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD COMPANY AND ITS 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 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 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.

9. CONTROLLING LAW

These Terms of Use shall be construed in accordance with and governed by the laws of California notwithstanding its conflicts of law principles. Any dispute arising out of these terms and conditions or the use of this site shall be initiated and conducted in the state or federal courts of San Francisco County, California, and you and Company consent to the exclusive jurisdiction of such courts.

10. CHANGES

The information, documentation, and other materials (“Information”) on the Websites may contain technical, typographical, or other errors. Company may make improvements and/or changes to the Information, or to the products described therein, at any time without notice. Company makes no commitment to update or correct the Information. Company may also revise this Terms of Use at any time, with or without notice. You should visit this page periodically to review the current terms and conditions binding on you.

11. GENERAL TERMS

11.1 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 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.

11.2 Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in these Terms of Use, there shall be no third-party beneficiaries to these Terms of Use.

11.3 Reservation of Rights. 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, estoppel, or otherwise.

11.4 Statute of Limitations. Unless otherwise prohibited by 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 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 Miscellaneous. These Terms of Use (and all terms and conditions incorporated herein, including but not limited to the Privacy Policy) constitute the entire agreement between you and Company regarding the subject matter hereof and govern your use of the Websites, and supersede any prior agreements between you and Company on the subject matter. 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. 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 Websites for or on behalf of the U.S. government, your license rights do not exceed those granted to non-government consumers. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. Any provision of these Terms of Use that by its nature is reasonably intended to survive beyond termination of these Terms of Use shall survive.

11.6 Notices. We may deliver notice to you by e-mail, posting a notice on 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.

11. QUESTIONS

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