Privacy Policy and Legal Terms

The following terms policies and terms apply to access to and use of Archipelago’s offerings, including our services and websites:

User Terms of Service

Applies to all users of the services and all visitors to the websites

Privacy Policy

Applies to all users of the services and all visitors to the websites

Master Subscription Agreement

Applies to all individuals engaging with Archipelago services as (or on behalf of) an Archipelago customer, whether those services are paid or free

User Terms of Service

Effective Date: November 22, 2021

All users of the Archipelago Services and Website are subject to these User Terms, including the following types of users:

“Site Visitors” are users of the Websites.
“Authorized Users” are users who use the Services or any portion thereof as part of a paid Archipelago subscription purchased by the organization (e.g., your employer or another entity or person, called the “Customer”) that entered into a separate agreement with Archipelago governing the delivery, access, and use of the Services (the “Customer Agreement”). The Services features and functionalities available to Authorized Users are determined by the subscription type and the terms of the specific Customer Agreement and may include access to certain functionality or services offered at no charge pursuant to the applicable Customer Agreement.
“Free Users” are users who use free trials, services, or functionality that Archipelago may offer from time to time without reference to any Customer Agreement, including, for example, free SOV diagnostic service.

For purposes of these User Terms, we refer to these three types of users collectively as “Users” or “you.” Regardless of what type of User you are, these User Terms create a legal agreement directly between you and Archipelago.

BY ACCESSING OR USING THE SERVICES AND/OR THE WEBSITE, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE USER TERMS AND BY THE TERMS OF OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE USER TERMS 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 User Terms. Please check this page periodically for updates. If you do not agree to, or cannot comply with, the modified User Terms, you must stop using the Services and the Websites. The updated User Terms 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 Services and/or the Websites after any such update constitutes your acceptance of such changes.

1. ELIGIBILITY

1.1 General. To use the Services and Websites you must be, and represent and warrant that you are, at least 16 years of age and competent to agree to these User Terms. If Archipelago has previously prohibited you from accessing or using the Services or Websites, you are not permitted to access or use the Services or Websites.

1.2 Authorized User Access to the Services. If you are an Authorized User, it means you have been authorized to access and use the Services by a Customer that has entered into a Customer Agreement that permits Customer to access and use the Services and to authorize you and others to access and use the Services under the Customer’s account.

2. ACCOUNT REGISTRATION AND USE

2.1 Account Registration and Confidentiality. To access the Services and, as applicable, all or portions of the Websites, you must register for an Archipelago account as instructed. 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 Archipelago 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. Archipelago 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 Archipelago 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, Archipelago 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. LICENSE AND ACCEPTABLE USE

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

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

(a) You may not:

access, tamper with, or use non-public areas of the Services or the Websites, Archipelago’s computer systems, or the technical delivery systems of Archipelago’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 Services or the Websites by any means other than Archipelago’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 Services or the Websites.

(b) You may not utilize the Services 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.

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 Archipelago’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.

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

4. OWNERSHIP RIGHTS

4.1 Archipelago Proprietary Rights. The Services, the Websites, and all information and 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) therefrom, are, as between Archipelago and you, owned by Archipelago and/or its Affiliates, including ownership of all intellectual property rights therein and are protected by applicable law including United States copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws. The Services 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 Services and/or the Websites. You acknowledge that the Services and the Websites have been developed, compiled, prepared, revised, selected, and arranged by Archipelago 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 Archipelago and such others. You agree to protect the proprietary rights of Archipelago and all others having rights in the Services and the Websites during and after the term of these User Terms and to comply with all written requests made by Archipelago or its suppliers and licensors of content or otherwise to protect their and others’ contractual, statutory, and common law rights in the Services and the Websites. For purposes hereof, the term “Affiliate” means an entity controlled by, controlling, or under common control with Archipelago.

4.2 Trademarks. Trademarks of Archipelago include Archipelago, Onarchipelago, Archipelago Analytics, and the Archipelago logo, among others. “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, Archipelago 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. You agree to notify Archipelago immediately upon becoming aware of any claim that the Services 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 Services and the Websites shall, as between you and Archipelago, at all times be and remain the sole and exclusive property of Archipelago. Any unauthorized use of any material contained on or through the Services or the Websites may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

5. CONFIDENTIALITY

In accessing the Services or certain portions of the Websites, you will have access to certain non-public information of Archipelago, its Affiliates, and customers including, for example and without limitation, information about Archipelago current and planned products and services including the Services, our technology, methodologies, designs, specifications, security, business (including pricing), our customers, Affiliates, and personnel (collectively, “Confidential Information”). You agree that you will hold our Confidential Information in strict confidence using no less than a reasonable level of care to prevent unauthorized use or disclosure, that you will not disclose any Confidential Information to any third party without Archipelago’s prior written consent, and that you and that you will be fully responsible for the unauthorized use or disclosure of any of our Confidential Information in your custody or control. You agree to notify Archipelago immediately in writing if you become aware of any actual, potential, or threatened unauthorized access to or use of our Confidential Information, and you will fully cooperate with us in any effort to address such actual or potential breach. Confidential Information does not include information that you can demonstrate was at the time of disclosure (a) generally known to the public at the time of disclosure without breach of any obligation owed to Archipelago, or (b) already known to you prior to your access to the Services without breach of any obligation owed to Archipelago.

6. USER CONTENT AND FEEDBACK

6.1 User Content; License to Archipelago. The Services and Websites allow Users to submit information, text, files, and other materials (collectively, “User Content”) and to share that User Content with others.

(a) Authorized Users. If you are an Authorized User, you acknowledge and agree that as between you on the one hand and the applicable Customer on the other, that Customer owns all User Content. When you submit User Content to the Services, you further acknowledge and agree that such User Content is being provided to the Customer’s account for use by the Customer and not on your own behalf, and that the Customer Agreement provides Customer with various choices and control over that User Content. For example, Customer may provision or deprovision access to the Services, 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 ARCHIPELAGO 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 THE SERVICE; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF USER CONTENT UNDER THE CUSTOMER AGREEMENT 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 ARCHIPELAGO 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.

(b) Other Users. If you are any other type of User hereunder other than an Authorized User, you hereby grant to Archipelago 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 Archipelago’s Privacy Policy and as otherwise required by law or to otherwise to comply in good faith with legal process. Archipelago reserves the right to remove from the Services or any Website any User Content that violates these User Terms or that is otherwise objectionable in Archipelago’s sole discretion.

6.2 Feedback. The Services and the Websites may have certain features that allow you to submit comments, information, and other materials (collectively, “Feedback”) to Archipelago and share such Feedback with other users, or the public. By submitting such Feedback, you grant Archipelago 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 Archipelago marketing materials and where required to do so by law or in good faith to comply with legal process.). Archipelago reserves the right to remove any Feedback posted in public forums for any reason at our sole discretion.

6.3 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 Archipelago does not control, and is not responsible for, User Content or Feedback, and that by using the Services 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 Archipelago and its Affiliates for all claims resulting from User Content and/or Feedback you submit through the Services 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.

7. 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 User Terms.

8. THIRD-PARTY LINKS AND WEBSITES

The Services 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. Archipelago 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 Archipelago 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.

9. DISCLAIMERS; LIMITATION OF LIABILITY

THE SERVICE, WEBSITES, INFORMATION CONTAINED IN EITHER OF THE FOREGOING AND RESULTS OBTAINED THEREFROM, WHETHER PROVIDED BY ARCHIPELAGO, ITS AFFILIATES, LICENSORS, SUPPLIERS, CUSTOMERS OR OTHER USERS, AS WELL AS ALL 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, EACH OF WHICH ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL ARCHIPELAGO 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, RESULTS, OR RECOMMENDATIONS APPEARING ON THE SERVICE OR THE WEBSITES, OR ANY LINK PROVIDED ON THE SERVICE OR THE WEBSITES, WHETHER OR NOT ARCHIPELAGO 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, AND ARCHIPELAGO’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS WILL NOT EXCEED US$100. ARCHIPELAGO 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 ARCHIPELAGO 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, SERVICES, OR WEBSITES. ARCHIPELAGO 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.

10. INDEMNITY

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD ARCHIPELAGO 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 ARCHIPELAGO’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.

11. GENERAL TERMS

11.1 Entire Agreement; Order of Precedence. The User Terms, including any terms incorporated by reference into the User Terms, 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 User Terms and any terms incorporated by reference herein (e.g. the Privacy Policy), the terms of these User Terms will first prevail; provided, however, that if there is a conflict or inconsistency between these User Terms and an applicable Customer Agreement, the terms of the Customer Agreement will first prevail, followed by the provisions in these User Terms, 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 User Terms, 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 User Terms 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 User Terms will be binding unless in writing, no waiver of any provisions of these User Terms will be deemed a further or continuing waiver of such provision or any other provision, and the failure of Archipelago to exercise or enforce any right or remedy in these User Terms does not waive that right or remedy. If an arbitrator or a court of competent jurisdiction finds any provision of these User Terms 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 User Terms 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 Services and Websites and/or these User Terms 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 Archipelago, 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 “Ownership Rights,” “Confidentiality,” “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 User Terms.

11.7 Miscellaneous. These User Terms, and any rights or licenses granted hereunder, may not be assigned or delegated by you. These User Terms, and any rights or licenses granted hereunder, may be assigned or delegated by Archipelago without restriction. These User Terms 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 User Terms except as expressly stated herein. These User Terms may not be modified by an oral statement by a representative of Archipelago. No agency, partnership, joint venture or employee-employer relationship is intended or created by these User Terms. 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 Services 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 User Terms 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 Services 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 User Terms, please contact us at legal@onarchipelago.com.

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Privacy Policy

Effective Date: November 22, 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 “SaaS Service”) and websites including but not limited to www.onarchipelago.com (collectively, the “Website(s)”) (SaaS Service and Websites referred to collectively as the “Services”). 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. For purposes of this Privacy Policy, we refer to users of our SaaS Service and/or Websites as “Users” or “you.” Regardless of what type of User you are, this Privacy Policy applies to your access and use of the Services.

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

1. GENERAL

As you interact with Archipelago including by accessing and using our Services, we collect and process information from and about you to provide you with access to and enhance your experience while using the Services and otherwise to interact with you. This Privacy Policy describes how Archipelago collects, uses, and discloses information collected through the Services 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 SaaS Service 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 Services may contain links to other websites, applications, and services maintained by third parties. The information practices of other services or 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, mobile 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 Services or a product demo or trial; 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 Services, emails, texts, or advertisements, we automatically collect information about your device and your usage of our Services, emails, texts, 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 license 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 may 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 Services, our Services, or interact with our advertisements or emails we have sent to you.

4.1 Device and Usage Data

We gather certain information automatically when individual users visit our Services. 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 Services. This information is used to analyze overall trends, help us provide and improve our Services, offer a tailored experience for Website users, and secure and maintain our Services.

In addition, we gather certain information automatically as part of your use of our 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 Services.

When you visit our Services, 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 Services.

We may also use third-party web analytics services (e.g. Google Analytics, Mixpanel, Hubspot, Outreach.io, Segment, etc.) 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 Services, 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 Services and advertisements. Cookies may enable us to recognize you as the same user who visited our Services 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 Services or features thereof. 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 Services for the purpose of serving 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 Services, you may not be able to take full advantage of the Services.

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

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 other authorized legal bases, including but not limited to the (a) performance of a contract or (b) legitimate interest in collecting and processing your Personal Data.

Providing our Services : We process your Personal Data to perform our contract with you for the use of our Services and to fulfill our obligations under the applicable User Terms; 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 Services and to provide you with content you access and request (e.g., to download content from our Services);
Providing necessary functionality: We process your Personal Data to perform our contract with you for the use of our 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 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 Services: We process your Personal Data by tracking use of our 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 Services: We process your Personal Data to analyze trends and to track your usage of and interactions with our Services to the extent it is necessary for our legitimate interest in developing and improving our 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 our Services, 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 Services;
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 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 Services 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 Services 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, email, 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 Services, 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, system administration, hosting, credit card processing, research and analytics, marketing, customer support, and data processing and enrichment, and 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 or sponsored by us, or download or access an asset on our Website, we may share your Personal Data with sponsors of the event or webinar. 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 opt-out or decline to opt-in, for example, via the applicable event/webinar registration or elect to not have your badge scanned, and other available means;
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 Services 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 Services 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 Services 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” 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;
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 Services 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 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 Services after your sessions. If you have any questions about the security of our Services, 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 Services, including sending you marketing messages and asking for your feedback on our 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 the “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 to 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.

‍

Master Subscription Agreement

Effective Date: November 22, 2021

This Master Subscription Agreement (“Agreement”) is entered into by and between Archipelago Analytics, Inc. (“Archipelago”), a Delaware corporation with offices located at 8 California Street, San Francisco, CA 94111 and the organization placing an order for or otherwise obtaining services from Archipelago (“Customer”). This Agreement shall be effective on the earliest to occur of (a) the date Customer clicks a button, checks a box, or otherwise similarly indicates online its agreement with the terms of this Agreement; (b) Customer entering into an Order Form or similar form referencing or otherwise incorporating this Agreement; or (c) Customer’s first use of the Services (the “Effective Date”). Archipelago and Customer are referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms not defined herein have the meanings stated in the Order Form.

Free trials and services, including but not limited to free SOV diagnostic services, are governed by this Agreement as stated in the terms below.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR ORGANIZATION, THAT ORGANIZATION IS DEEMED TO BE THE CUSTOMER AND YOU REPRESENT THAT YOU HAVE THE POWER AND AUTHORITY BIND THAT ORGANIZATION TO THIS AGREEMENT.

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING THE SERVICES (OR ANY FREE TRIALS OR SERVICES), YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICES. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU.

Modification: From time to time, Archipelago may modify this Agreement. Unless otherwise specified by Archipelago, changes become effective upon renewal of the then-current Subscription Term (defined below) following the date the updated version of this Agreement goes into effect. Archipelago will use reasonable efforts to notify Customer of the changes through communications via Customer’s account, email, or other means. Customer may be required to click to accept or otherwise agree to the modified Agreement before renewing a Subscription Term, and in any event, continued use of the Services after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version. If Customer does not agree to the changes, Customer may terminate this Agreement in accordance with Section 4.2(b) below.

1. Definitions.

1.1. “Affiliate” means any entity that controls, is controlled by, or is under common control with a Party hereto. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests (or equivalent) of the subject entity.

1.2. “Customer Data” means all documents, files, and materials submitted to the Services by or on behalf of Customer or Users.

1.3. “Derived Data” means any and all data created or derived directly or indirectly from Customer Data, including based on computations, models, schema, analyses, manipulations, or other processes (whether human or machine-generated and whether alone or in conjunction with non-Customer data).

1.4. “Documentation” means any user guides, manuals, instructions, training and other materials, that Archipelago makes available to Customer that describe the technical functionality, features, or requirements of the Services.

1.5. “Improvements” means enhancements, upgrades, error corrections, and bug fixes to the Services made generally available by Archipelago to customers at no additional charge.

1.6. “Intellectual Property Rights” means (a) unpatented inventions, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, moral rights, know-how and other trade secret rights, and all other intellectual property rights, (b) all derivatives of the foregoing, (c) all registrations, applications, renewals, extensions, continuations, divisions, and reissues of the foregoing now or hereafter in force, (d) and all forms of protection of a similar nature anywhere in the world.

1.7. “Order Form” means an Archipelago ordering form that specifies the Services purchased by Customer under this Agreement and is agreed to by Customer (whether by signature or by online election). Order Forms shall be subject to and incorporate by reference the terms of this Agreement.

1.8. “Services” means the Archipelago’s software as a service platform as described in the applicable Order Form and any Improvements thereto.

1.9. “Subscription” means the access to the Services purchased by Customer as set forth in the applicable Order Form.

1.10. “Subscription Term” means the period identified in the Order Form during which Customer, including its Users, is permitted to access and/or use the Services pursuant to the terms of this Agreement.

1.11. “Usage Data” means data and information regarding provision, use, or performance of the Services, and information based on Customer’s and Users’ access to and use of the Services, including, data (including metadata) collected or generated therefrom including operational, navigational, transactional, processing, computer (such as IP address and browser), demographical, statistical, and analytical data, number and duration of user sessions, page visits, configurations, log data, and performance results for the Services.

1.12. “User” means an employee of Customer, or of an Affiliate or client of Customer, or of an insurance broker, or underwriter of any of the foregoing, in each case who is authorized by Customer to use the Services under Customer’s account. If Customer wishes to provide access to additional individuals not listed above, it may do so with Archipelago’s prior written consent on a case by case basis.

2. Services.

2.1. Provision of Services. Subject to Customer’s compliance with the terms of this Agreement, Archipelago shall make the Services available to Customer during the applicable Subscription Term. Archipelago shall use commercially reasonable efforts to deliver the Services in accordance with the performance standards set forth in the Service Level Addendum available at https://www.onarchipelago.com/customers/sla. Archipelago may update the content, functionality, and user interface of the Services and may release Improvements and other features and functionality from time to time in its sole discretion. Customer agrees that its purchase of the Services is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Archipelago with respect to future functionality or features.

2.2. Access Rights. Customer shall have a non-exclusive, non-sublicensable, non-transferable (except as specifically permitted in this Agreement) right to access and use the Services pursuant to this Agreement during the applicable Subscription Term, solely for Customer’s internal business purposes subject to the limitations set forth in this Agreement and the applicable Order Form. Customer may allow its Users to use the Services as provided and subject to the restrictions and limitations set forth herein, provided that Customer is responsible for the acts and omissions of its Users and ensuring their compliance with Customer’s obligations under this Agreement.

2.3. Customer-Controlled Data Sharing. Customer may, at its option and in its sole discretion, grant Users access to Customer Data within the Services. Customer acknowledges and agrees that: (1) Users will have the access authorized by Customer (including, e.g., to view, download, and query the Customer Data) and that it is Customer’s sole responsibility to evaluate, and Customer assumes, any risks related to its sharing of Customer Data with Users; and (2) Archipelago has no control over, and will have no liability for, any acts or omissions of any User with respect to Customer’s sharing of Customer Data.

2.4. Usage Restrictions. Customer including its Users will use the Services in compliance with applicable laws, rules, regulations, and self-regulatory guidelines and will not (and will not allow any third party to), directly or indirectly: (i) reverse engineer, decode, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services; (ii) copy, in whole or in part, the Services or any component thereof; (iii) modify, enhance, translate, combine with other programs, or create derivative works based on the Services; (iv) sublicense, sell, rent, lease, or transfer the Services, or use the Services for timesharing or service bureau purpose; (v) remove any proprietary notices or labels; (vi) use the Services in violation of Archipelago’s acceptable use terms in the Archipelago’s Terms of Use or otherwise outside the scope expressly permitted hereunder; (vi) use the Services if Customer or a User is a competitor of Archipelago, or for purposes of monitoring the Services’ availability, performance or functionality, or for any other benchmarking or competitive purposes; or (vii) use the Services in a manner that interferes with or disrupts the integrity, security, or performance of the Services (or any data contained therein). Customer acknowledges and agrees that the Services are not designed to comply with any industry-specific regulations including but not limited to the Payment Card Industry Data Security Standards (PCI), the Health Insurance Portability and Accountability Act (HIPAA), or the Gramm-Leach-Bliley Act, and Customer (including its Users) shall not use the Services where Customer’s or Users’ communications or any Customer- or User-provided information would be subject to such laws, nor will Customer or any Users submit or solicit any information that is personal financial information, sensitive information, personal or protected health information (in each case as defined under applicable law, with “sensitive information” including, for example, information related to race or ethnic origin, political opinions, religion or other beliefs, health or sex life, criminal background, trade union membership, or any other similar information). Any use of the Services that, in Archipelago’s sole judgment violates any of the foregoing or threatens the security, integrity, or availability of the Services, may, in addition to Archipelago’s other remedies hereunder, result in immediate suspension of the Services. Archipelago reserves the right to throttle or limit the Services in the event of excessive bandwidth, storage, or other usage which Archipelago determines could adversely impact on costs and/or performance of the Services or any component thereof.

2.5. Administration of Customer’s Account. Customer acknowledges that it retains administrative control over those to whom it grants access to Customer Data hosted in the Services. Customer may specify one or more Users as administrators (each an “Administrator”) to manage its account, and Archipelago is entitled to rely on communications from such Administrators when servicing Customer’s account. Customer is responsible for maintaining the security of User accounts and passwords.

2.6. Security; Protection of Customer Personal Data. Archipelago shall implement and maintain reasonable administrative, organizational, and technical safeguards designed for the protection, confidentiality, and integrity of Customer Data at least as rigorous as the measures described in Archipelago’s Data Security standards available at https://www.onarchipelago.com/customers/security. To the extent that Archipelago processes any Personal Data (as defined in the DPA referenced below) provided by or on behalf of Customer or its Users in the provision of the Services, the terms of the data processing addendum at https://www.onarchipelago.com/customers/dpa ("DPA") (as may be updated by Archipelago if required by applicable law), which are incorporated herein by reference, shall apply, and the Parties agree to comply with such terms. For the purposes of the DPA (including the Standard Contractual Clauses attached to the DPA), Customer is the data controller and data exporter, and Customer's entering into this Agreement shall be treated as signing of the DPA (including the Standard Contractual Clauses and their Appendices).

2.7. Compliance. Customer is solely responsible for all Customer Data, including but not limited to the accuracy, quality, legality, reliability, and appropriateness of all Customer Data. Customer shall ensure that it (including its Users) is entitled to transfer the Customer Data to Archipelago so that Archipelago and its service providers may lawfully use, process, and transfer the Customer Data in accordance with this Agreement. Customer shall promptly notify Archipelago if it becomes aware of any unauthorized use or access to Customer’s account or the Services.

2.8. Third Party Services. Customer may now or in the future have the ability to install or enable third party services for use with the Services, such as third party applications or software products, in connection with Customer’s use of the Services where such use is solely at Customer’s discretion and is not required for Customer’s use of the Services (“Third Party Services”). Any acquisition and use by Customer or its Users of Third Party Services is solely the responsibility of Customer and the applicable third party provider. Customer acknowledges that providers of such Third Party Services may have access to Customer Data in connection with the interoperation and support of such Third Party Services with the Services. To the extent Customer authorizes the access or transmission of Customer Data through a Third Party Service, Archipelago shall not be responsible for any use, disclosure, modification or deletion of such Customer Data or for any act or omission on the part of such third party provider or Third Party Service.

2.9. Removal of Content. If Customer receives notice that Content (defined in Section 6.3 (Third Party Data)) must be deleted or use thereof discontinued to avoid violating applicable law, third-party rights, or other obligations, Customer will promptly do so. If Customer does not take such required action, or if in Archipelago’s judgment continued violation is likely to reoccur, or if Archipelago is otherwise required to do so, Archipelago may disable, remove, or discontinue access to the applicable Content. If requested by Archipelago, Customer shall confirm such deletion and discontinuance of use in writing and Archipelago shall be authorized to provide a copy of such confirmation to any such third party claimant or governmental authority, as applicable.

2.10. Machine Learning. The Services include machine learning that develops over time by using data, including Customer Data, to develop data categories, datasets, schema, models, and other parameters (collectively, “Parameters”) to discover new correlations, relationships, aggregations, summary data, trained algorithms, trained models, optimizations, predictions, patterns, and other output generated by employing artificial intelligence techniques (collectively, “Correlations”). Correlations are not specific to the Customer Data and will not include information that identifies Customer or Users. As such, while Customer owns the Customer Data as set forth in this Agreement, Customer agrees that Archipelago will own all right, title, and interest in and to the Correlations developed by the Service. Similarly, Customer agrees that notwithstanding anything else to the contrary in this Agreement, Archipelago is also free to use any General Knowledge that results from access to or work with Customer Data. For purposes of this Agreement, “General Knowledge” means information, ideas, concepts, know-how, techniques, and/or skills of a general nature that are retained in the minds of Archipelago personnel as a result of working with or access to Customer Data.

2.11. Free Services. Archipelago may from time to time, offer Customer access (which Customer may accept or decline in its sole discretion) to services or functionality for Customer to try at no charge, which services are designated as free, pilot, trial, beta, evaluation, or other similar designation, including for example, free diagnostic services or to a version of the Services on a trial basis free of charge (all of the foregoing referred to collectively as “Free Services”). Customer acknowledges and agrees that with respect to Free Services, notwithstanding anything to the contrary in this Agreement or any Order Form or Documentation, the following terms shall apply: (i) Free Services are provided “AS-IS” and “AS AVAILABLE,” without any warranties of any kind; (ii) Archipelago shall have the right to terminate Free Services at any time and for any reason with or without notice; (iii) Archipelago shall have no indemnity or other obligations with respect to Free Services, nor any liability of any kind with respect thereto unless such exclusion of liability is not enforceable under applicable law, in which case Archipelago’s liability shall not exceed U.S. $500; (iv) Customer acknowledges that any data, including Customer Data, entered into any Free Services during a free trial will not be recoverable by Customer unless Customer either purchases a subscription to the same services as those covered by the free trial or exports such data before the end of the free trial period such that there is no break in service; (v) notwithstanding any limitations of Customer’s liability set forth in this Agreement, such limitations will not apply with respect to the Free Services, and Customer will be fully liable to Archipelago and its Affiliates for all damages arising out of Customer’s use of Free Services and for any breach of this Agreement by Customer or its Users in connection with any Free Services; (vii) except as otherwise stated in this Section, use of Free Services is subject to the terms of this Agreement, including but not limited to Section 5 (Confidentiality) and Section 9 (Indemnity); and (viii) in the event of a conflict between this Section and any other portion of this Agreement, this Section shall control.

3. Fees.

3.1. Fees and Payment. Customer shall pay amounts set forth in an applicable Order Form (“Fees”) and any other amounts due hereunder as set forth in this Section. Unless otherwise specified in an Order Form, Subscription Fees are based on annual periods that begin on the Subscription start date and each annual anniversary of such date thereafter. Customer’s Subscription Fees are set forth in the applicable Order Form and are payable annually in advance within thirty (30) days of the invoice date. Customer is responsible for providing complete and accurate billing information to Archipelago. Customer shall pay all undisputed Fees when due and, if such Fees are being paid via credit card or other electronic means, Customer authorizes Archipelago to charge such Fees using Customer’s selected payment method. If Customer disputes any part of an invoice in good faith, Customer shall provide Archipelago with notice and detail of the dispute prior to the invoice due date and pay the undisputed portion by the invoice due date Customer remains liable for and will promptly pay any disputed amounts so withheld and later determined to be due. Except as otherwise specified in an Order Form: (a) Fees are quoted and payable in United States dollars; (b) Fees are based on the terms set forth in the applicable Order Form; and (c) Subscription Fees are based on Services and not actual usage. Payment obligations are non-cancelable and Fees paid are non-refundable unless otherwise expressly stated herein. If Customer requires the use of a purchase order or purchase order number, Customer shall provide the purchase order number at the time of purchase.

3.2. Suspension for Failure to Pay. Archipelago reserves the right to suspend Customer’s account, in addition to all of its other available rights and remedies, in the event that Customer’s account becomes overdue and is not brought current within ten (10) business days following written notice (email acceptable) from Archipelago that such account is past due. Late and/or unpaid amounts shall be subject to interest at the lesser of one and one-half percent (1.5%) per month or the maximum permitted by law plus all costs of collection. Suspension shall not relieve Customer’s obligation to pay amounts due. Archipelago will not exercise its rights under this subsection if Customer has disputed the applicable charges in writing reasonably and in good faith as provided above and is cooperating diligently to resolve the dispute.

3.3. Taxes. Fees do not include any local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including but not limited to sales, use, excise, value-added, goods and services, consumption, withholding, and other similar taxes or duties (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder (excluding taxes based on Archipelago’s net income). If a payment by Customer is subject to withholding taxes or any other taxes in accordance with applicable law, Customer shall increase the fees payable to Archipelago by an amount sufficient to fully offset the impact of such Taxes, such that Archipelago will receive the full amounts due under this Agreement. Customer agrees to use its best efforts to determine whether the withholding Tax can be reduced or eliminated under an applicable tax treaty, and Archipelago agrees to act in good faith to provide documentation necessary to evidence qualification under any such tax treaty. Customer shall remit any such withholding to the relevant authority on a timely basis and provide to Archipelago documentation to evidence payment of such withholding Taxes. Customer shall be responsible for any Taxes, penalties, or interest that may apply based on Archipelago’s failure to charge appropriate tax due to incomplete or incorrect information provided by Customer. If Customer is exempt from certain Taxes, Customer shall provide proof of such exemption to Archipelago without undue delay upon execution of the applicable Order Form.

3.4. Authorized Reseller. For any Services acquired by Customer through a third party expressly authorized by Archipelago for such purpose (for purposes hereof, an “Authorized Reseller”), Sections 3.1 through 3.3 above shall not apply (except for Archipelago’s suspension rights under Section 3.2 above). While all other terms of this Agreement shall continue to apply exclusively to Archipelago and Customer as stated herein, Customer shall contract directly with the applicable Authorized Reseller with respect to payment for the purchase of the Services provided hereunder.

4. Term, Termination, and Effect of Termination.

4.1. Term. The term of this Agreement commences on the Effective Date and shall, unless earlier terminated per Section 4.2 below, remain in effect until all Subscriptions to the Services granted in accordance with this Agreement have expired or been terminated (“Term”).

4.2. Termination. (a) Either Party may terminate this Agreement or any Order Form hereunder by written notice to the other Party in the event that: (i) such other Party materially breaches this Agreement and does not cure such breach within thirty (30) days of receipt of such notice detailing the scope and nature of such breach from the non-breaching Party, except termination will take effect upon notice in the event of a breach of Section 2.3 (Usage Restrictions); or (ii) such other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors and such proceedings are not dismissed within sixty (60) days. (b) Customer may terminate this Agreement on written notice to Archipelago if Customer does not agree to changes made by Archipelago to this Agreement as first set forth in this Agreement above by delivering to Archipelago written notice of such termination within thirty (30) days of the date Customer first receives notice from Archipelago of such change made to this Agreement.

4.3. Treatment of Customer Data Following Expiration or Termination. Customer agrees that following expiration or termination of this Agreement, Archipelago may immediately deactivate Customer’s account(s) associated with the Agreement. Upon written request by Customer received by Archipelago within thirty (30) days after the effective date of expiration or termination, Archipelago shall make Customer Data available to Customer for export. After such thirty (30) day period, Archipelago shall have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, be entitled to delete all Customer Data in its systems or otherwise in its possession or under its control.

4.4. Effect of Termination. Upon expiration or termination of this Agreement for any reason, all Subscriptions and any other rights granted to Customer under this Agreement shall immediately terminate, and Customer shall immediately cease all use of the Services. Upon any termination by Customer pursuant to Section 4.2 above, Archipelago shall refund to Customer a prorated amount of prepaid, unused Fees applicable to the remaining portion of the Subscription Term measured from the effective date of termination. Upon any termination by Archipelago pursuant to Section 4.2 above, Customer shall pay any unpaid Fees covering the remainder of the Subscription Term. In no event will any termination relieve Customer of the obligation to pay any Fees accrued or payable to Archipelago for the Services in the period prior to the effective date of termination. The following sections shall survive expiration or termination of this Agreement: Sections 1 (Definitions), 2.3 (Usage Restrictions), 2.10(c) (Free Services Disclaimer), 3 (Fees), 4.3 (Treatment of Customer Data Following Expiration or Termination), 4.4 (Effect of Termination), 5 (Confidentiality), 6 (Ownership), 7.4 (Disclaimer), 8 (Limitation of Liability), 9 (Indemnification), and 10 (General).

5. Confidentiality.

5.1. Definition of Confidential Information. “Confidential Information” means all information disclosed by one Party hereto (“Disclosing Party”) to the other Party (“Recipient”), whether orally or in writing, that is designated in writing as confidential, proprietary, or some similar designation, or that reasonably should be understood to be confidential given the nature of the information and the circumstances, which may include the Disclosing Party’s technology and technical information, product plans, designs, specifications, business plans and information (including but not limited to sales and marketing information), security systems, financial information, employees, contractors, and customers. Confidential Information of Customer includes Customer Data; Confidential Information of Archipelago includes information regarding Archipelago’s current and planned products and services including but not limited to the Services, and the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information does not include information that Recipient can demonstrate (a) is or has become generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to Recipient prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is rightfully received by Recipient from a third party without breach of any obligation owed to the Disclosing Party, (d) was independently developed by Recipient without use of or reference to the Disclosing Party’s Confidential Information, or (e) was approved in writing by the Disclosing Party for disclosure by Recipient.

5.2. Protection of Confidential Information. As between the Parties, each Party retains all ownership and other rights in and to its Confidential Information. Recipient will use the same degree of care to protect the Disclosing Party’s Confidential Information that it uses to protect the confidentiality of its own confidential information of like kind (but not less than a reasonable standard of care) and will not use any Confidential Information of the Disclosing Party for any purpose except as authorized under this Agreement and will limit access to the Disclosing Party’s Confidential Information to those of its employees, contractors, Affiliates, legal counsel, auditors, and advisors (collectively, “Representatives”) who need to know such information or need such access for purposes related to this Agreement and who have either agreed in writing to or are otherwise legally bound by confidentiality requirements not less protective of the Disclosing Party’s Confidential Information than those set forth herein, provided, however, that notwithstanding the foregoing, a Party that makes any such disclosure or provides such access to its Representative(s) will remain responsible for such Representatives’ compliance with terms of this “Confidentiality” section. Notwithstanding the foregoing, either Party may disclose the terms of this Agreement to potential parties to a bona fide fundraising, acquisition, or similar transaction solely for purposes of the proposed transaction, provided that any such potential counter-party is subject to written non-disclosure obligations and limitations on use no less protective than those set forth herein.

5.3. Compelled Disclosure. Recipient may disclose Confidential Information of the Disclosing Party to the extent compelled by law or legal process, provided Recipient gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) so that the Disclosing Party’s may contest the disclosure. If Recipient is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, the Disclosing Party will reimburse Recipient for its reasonable cost of compiling and providing secure access to thatConfidential Information.

6. Ownership; License Grants.

6.1. By Customer. As between Archipelago and Customer, Customer shall own all right, title, and interest in and to the Customer Data. Customer hereby grants to Archipelago, its Affiliates, and its relevant service providers a limited, non-exclusive, royalty-free, fully paid-up worldwide, right and license to access, store, reproduce, display, handle, perform, transmit, test, modify, process, combine with other data, and otherwise use Customer Data: (a) as necessary for performance of Archipelago’s obligations and exercise of Archipelago’s rights under this Agreement; (b) to maintain, provide, and improve the Services, and perform data analytics; (c) to prevent or address technical or security issues and resolve support requests; (d) to investigate in good faith an allegation that Customer or any User is in violation of this Agreement; (e) at Customer's direction or request or as permitted in writing by Customer; and (f) as required by law.

6.2. By Archipelago. As between Archipelago and Customer, Archipelago and its licensors own and shall retain all right, title, and interest, including all related Intellectual Property Rights, in and to the following (including any and all enhancements, customizations, modifications, and derivative works thereof): the Services, Documentation, Derived Data, Usage Data, Parameters, and Correlations. No rights are granted to Customer hereunder other than as expressly set forth herein.

6.3. Third Party Data. The Services may include access for Customer to various third party data, in addition to Archipelago data, that is utilized with the Services (collectively, “Content”), and, as between Customer on the one hand and Archipelago and third party data sources on the other hand, all Content is owned by Archipelago or the applicable third party source or vendor, respectively, and Customer may use Content solely as part of the Services and as may be embedded in the output of the Services provided by Archipelago to Customer hereunder. Content includes data compiled from third party sources, including but not limited to, public records, user submissions, and other commercially available data sources. These sources may not be accurate, complete, or up-to-date, and are subject to ongoing and continual change without notice. Neither Archipelago nor its third party data sources make any representations or warranties regarding the Content or assumes any responsibility for the accuracy, completeness, or currency thereof. Archipelago grants to Customer a non-sublicensable, non-transferable, non-exclusive license to use any reports and other output developed by Archipelago for Customer as a result of, or otherwise made available to Customer in connection with, the Services including any Content therein solely in conjunction with Customer’s authorized use of the Services and in accordance with this Agreement.

6.4. Usage Data and Derived Data. Notwithstanding anything to the contrary in this Agreement, Archipelago may collect and use Usage Data and Derived Data for purposes including developing, operating, supporting, improving Archipelago’s products and services, and as permitted under this Agreement, provided, however, that Archipelago shall not disclose any Usage Data or Derived Data to a third party except to the extent such data is aggregated and anonymized such that neither Customer nor Users can be identified therefrom.

6.5. Suggestions. Archipelago welcomes feedback from its customers about the Services. If Customer (or any User) provides Archipelago with any feedback or suggestions regarding the Services (“Feedback”), Archipelago may use, disclose, reproduce, sublicense, or otherwise distribute, and exploit the Feedback without restriction or any obligation to Customer or any User. Archipelago shall not identify Customer or any User as the source of such Feedback.

7. Warranties; Disclaimer.

7.1. Mutual. Each Party represents that (a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization, (b) it has the full right, power, and authority to enter into and perform its obligations under this Agreement and the Order Form(s), and (c) the Order Form(s) and this Agreement constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

7.2. Service Warranty. Archipelago represents and warrants during the applicable Subscription Term that (a) the Services shall perform materially in accordance with the applicable Documentation, and (b) Archipelago shall not materially degrade the functionality of the Services purchased under the applicable Order Form. For any breach of the foregoing warranties, as Archipelago’s sole liability and Customer’s exclusive remedy, Archipelago shall correct any material reproducible impairments to the features and functionality of the Services so that they materially conform to the foregoing warranty, and if Archipelago is unable to provide the Services as warranted within a commercially reasonable time following receipt of written notice of such breach, Customer shall be entitled to terminate the applicable Order Form and receive a prorated refund of any prepaid, unused Fees applicable to the remaining portion of the Subscription Term measured from the effective date of termination.

7.3. By Customer. Customer represents and warrants that Customer owns or validly licenses the Customer Data so that it may legally provide such Customer Data to Archipelago for processing in accordance with this Agreement.

7.4. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED FOR IN SECTIONS 7.1 AND 7.2 ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, CONTENT, AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND COMPANY AND ITS AFFILIATES AND THIRD PARTY PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THE RELIABILITY, TIMELINESS, SUITABILITY, OR ACCURACY OF THE SERVICES, NOR DOES COMPANY MAKE ANY WARRANTY, GUARANTY, OR OTHER COMMITMENT RELATED TO THE ACCURACY OR COMPLETENESS OF ANY RESULTS CUSTOMER OR ITS USERS MAY OBTAIN BY USING THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY PREDICTIONS OR ANALYTICS INCLUDED IN SUCH RESULTS), AND CUSTOMER IS SOLELY RESPONSIBLE FOR ITS USE AND RELIANCE ON ANY SUCH RESULTS. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE OR THAT COMPANY WILL CORRECT ALL DEFECTS OR PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS. COMPANY IS NOT RESPONSIBLE FOR AND DISCLAIMS ALL LIABILITY RELATED TO DELAYS, DELIVERY FAILURES, INTERCEPTION, ALTERATION, OR OTHER DAMAGE RESULTING FROM MATTERS OUTSIDE OF ITS CONTROL, INCLUDING PROBLEMS INHERENT IN THE USE OF THE INTERNET, MOBILE, AND PERSONAL COMPUTING DEVICES, TRANSMISSION OF ELECTRONIC COMMUNICATIONS OVER THE INTERNET OR OTHER NETWORKS, AND THIRD PARTY HOSTING SERVICE PROVIDERS.

8. Limitation of Liability.

8.1. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS RESPECTIVE AFFILIATES HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, LOSS OF USE, ERROR OR INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, RIGHTS, OR TECHNOLOGY,OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

8.2. Limit of Liability. EXCEPT AS SPECIFIED BELOW, AND FOR CLAIMS FOR AMOUNTS DUE HEREUNDER, IN NO EVENT SHALL THE TOTAL LIABILITY OF EITHER PARTY OR ITS RESPECTIVE AFFILIATES FOR ALL CLAIMS IN THE AGGREGATE ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ORDER FORM HEREUNDER (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER TO COMPANY UNDER THE APPLICABLE ORDER FORM IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY (“GENERAL LIABILITY CAP”). NOTWITHSTANDING THE FOREGOING, IN CASE OF CLAIMS FOR BREACH OF SECTION 5 (CONFIDENTIALITY) AND INDEMNITY CLAIMS UNDER SECTION 9 (INDEMNITY), EACH PARTY’S AND ITS AFFILIATES’ TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE (FOR DAMAGES OR LIABILITY OF ANY TYPE) SHALL NOT EXCEED TWO (2) TIMES THE GENERAL LIABILITY CAP (“SPECIFIC LIABILITY CAP”). IN NO EVENT SHALL EITHER PARTY OR ITS RESPECTIVE AFFILIATES BE LIABLE FOR THE SAME EVENT UNDER BOTH THE GENERAL LIABILITY CAP AND THE SPECIFIC LIABILITY CAP, NOR SHALL THOSE CAPS BE CUMULATIVE, RATHER, IF A PARTY (AND/OR ITS AFFILIATES) HAS ONE OR MORE CLAIMS SUBJECT TO EACH OF THOSE CAPS, THE MAXIMUM TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE SHALL NOT EXCEED THE SPECIFIC LIABILITY CAP.

8.3. The provisions of this Section 8 allocate the risks under this Agreement between the Parties, and the Parties have relied on these limitations in determining whether to enter into this Agreement.

9. Indemnification.

9.1. Indemnification By Archipelago. Archipelago shall defend Customer, its employees, directors, officers and Affiliates from and against any claim, demand, suite, or proceeding (“Claim”) made or brought against Customer by a third party to the extent alleging that Customer’s authorized use of the Services infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of such third party (each, a “Claim Against Customer”), and Archipelago shall indemnify and hold the Customer harmless against any damages, reasonable attorneys’ fees, and costs finally awarded against Customer as a result of, or for any amounts paid by the Customer under an Archipelago-approved settlement of, a Claim Against Customer; provided, however, in no event will Archipelago have any obligations or liability under this Section 9.1 to the extent a Claim Against Customer arises from: (a) Customer’s or any User’s use of the Services other than as permitted under this Agreement; (b) Customer’s or any User’s use of the Services in a modified form or in combination with products, services, content, or data not furnished to Customer by Archipelago; or (c) Customer’s directions or specifications. If the Services become, or in Archipelago’s reasonable judgment are likely to become, the subject of a claim of infringement, then Archipelago may in its sole discretion: (a) obtain the right, at Archipelago’s expense, for Customer to continue using the Service; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services so that they are no longer infringing. If Archipelago, in its sole and reasonable judgment, determines that none of the above options are commercially reasonable or practicable, then Archipelago may suspend or terminate Customer’s use of the Services and in such case shall provide Customer with a prorated refund of any prepaid, unused Fees applicable to the remainder of the applicable Subscription Term. This Section 9.1 states Archipelago’s sole liability and the Customer’s exclusive remedy for claims required to be indemnified hereunder.

9.2. Indemnification By Customer. Customer shall defend Archipelago, its employees, contractors, directors, officers, and Affiliates from and against any Claims made or brought against Archipelago by a third party to the extent arising in connection with Customer Data, any unauthorized use of the Services by Customer or its Users (each, a “Claim Against Archipelago”), and Customer shall indemnify and hold Archipelago harmless against any damages, reasonable attorneys’ fees, and costs finally awarded against Archipelago as a result of, or for any amounts paid by Archipelago under a Customer-approved settlement of, a Claim Against Archipelago.

9.3. Indemnification Process. The indemnifying Party’s obligations in this Section 9 are subject to receiving from the indemnitee: (a) prompt written notice of the claim, (b) the exclusive right to control and direct the investigation, defense and settlement of the claim and (c) all reasonably requested cooperation and information, at the indemnifying Party’s reasonable expense. Failure to give prompt notice shall not constitute a waiver of the indemnitee’s right to indemnification and shall relieve the indemnifying Party’s of its obligations under this Section 9 only to the extent that the indemnifying Party’s rights are materially prejudiced by such failure or delay. The indemnifying Party may not settle any claim without the indemnitee’s prior consent (which shall not be unreasonably withheld or delayed) if settlement would require the indemnitee to admit fault or take or refrain from taking any action or otherwise imposes any obligation or liability on the indemnitee.

10. General

10.1. Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. Each Party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.

10.2. Export Compliance. The Services, Content, other Archipelago technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Customer represents that it is not named on any U.S. government denied-party list. Customer will not permit any User to access or use any Services or Content in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation and will comply with all applicable export control laws and regulations related to its use of the Services and Content.

10.3. Anti-Corruption. Customer acknowledges and agrees it has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other Party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

10.4. Waiver. No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right.

10.5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

10.6. Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party’s prior written consent (not to be unreasonably withheld); provided, however, either Party may assign this Agreement in its entirety (including all Order Forms), without the other Party’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided, however, that the assignee must be reasonably capable of fulfilling the assignor’s duties and obligations (including financial obligations) underthis Agreement. This Agreement will bind and inure to the benefit of the Parties, their respective successors, and permitted assigns. There are no third-party beneficiaries to this Agreement.

10.7. Governing Law; Venue. This Agreement and any disputes arising hereunder will be governed by the laws of the State of California without regard to its conflict of laws provisions, and each Party hereby consents to the personal jurisdiction and venue of the state or federal courts located in San Francisco, California. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

10.8. Informal Dispute Resolution and Arbitration. The Parties agree that most disputes can be resolved without resort to litigation. The Parties agree to use all reasonable efforts to settle any dispute directly through consultation with each other before initiating a lawsuit or arbitration. If, after good faith negotiations the Parties are unable to resolve the dispute, the Parties agree that, except as expressly stated herein, any and all disputes arising out of or in any way relating to this Agreement, including its existence, validity or termination, shall be resolved according to California law and exclusively by binding arbitration before a single arbitrator with the Judicial Arbitration and Mediation Service (JAMS) and pursuant to the then existing arbitration rules at JAMS. If the Parties cannot agree upon selection of an arbitrator, then JAMS shall appoint an arbitrator experienced in the enterprise software industry. The place of the arbitration will be San Francisco, CA. The arbitration will be conducted in English. The arbitrator shall provide detailed written findings of fact and conclusions of law in support of any award. Judgment upon any such award may be enforced in any court of competent jurisdiction. Notwithstanding the foregoing, the Parties agree that damages may be an inadequate remedy in the case of any actual or threatened breach of certain terms of this Agreement (including but not limited to unauthorized disclosure of Confidential Information, infringement of a Party’s Intellectual Property Rights, and enforcement of an arbitration award hereunder), and that either Party shall be entitled to seek equitable relief (without the requirement of posting a bond or other security) in any court of competent jurisdiction in addition to any other remedies such Party may have under this Agreement.

10.9. Notices. Archipelago may give general notices related to the Services that are applicable to all customers by email, text, in-app notifications, or by posting them on the Archipelago website or through the Services, and such electronic notices shall be deemed to satisfy any legal requirement that such notices be made in writing. All other notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the fifth (5th) business day after mailing by prepaid certified U.S. mail return receipt requested, (c) the second business day after sending by nationally recognized courier service, or (d) except for notices of termination or an indemnifiable claim (“Legal Notices”) which shall clearly be identified in such notice as a Legal Notices and which must be delivered in accordance with one of subsections (a), (b), or (c) above, the day of sending by email (without subsequent notice of non-delivery) followed by delivery of Notice per one of the foregoing methods,. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be sent to the Customer address set forth in the applicable Order Form. All notices to Archipelago will be sent to Archipelago Analytics, Inc., 8 California Street, San Francisco, CA 94111, Attn: Legal Dept., with a simultaneous copy emailed to legal@onarchipelago.com.

10.10. Government End User. If Customer is a U.S. government entity or if this Agreement otherwise becomes subject to the Federal Acquisition Regulations (“FAR”), Customer acknowledges that elements of the Services constitute software and documentation and are provided as “Commercial Items” as defined in 48 C.F.R. 2.101 and are being licensed to U.S. government User as commercial computer software subject to restricted rights described in 48 C.F.R. 2.101, 12.211 and 12.212. If acquired by or on behalf of any agency within the Department of Defense ("DOD"), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of the Agreement as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement ("DFARS") and its successors. This U.S. Government End User Section is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data.

10.11. Publicity. Archipelago may use and display Customer’s name, logo, trademarks, and service marks on Archipelago’s website and in Archipelago’s marketing materials in connection with identifying Customer as a customer of Archipelago. Upon Customer’s written request, Archipelago will promptly remove any such marks from its website and, to the extent commercially feasible, Archipelago’s marketing materials.

10.12. Force Majeure. Neither Party will be liable for delayed, inadequate, or failed performance of its obligations hereunder (other than for non-payment of amounts due) if such delay or failure arises from any cause or condition beyond the reasonable control of the affected Party, including but not limited to natural disasters, fire, flood, epidemic, pandemic, act of God, civil disturbance, act of a public enemy or terrorist, act of any military, civil, regulatory, or governmental authority, change in law or regulation, labor conditions, interruption or failure of the Internet or any utility service, denial of service or ransomware attacks, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing that could not have been prevented by such Party with reasonable care (each a “Force Majeure Event”). The Party affected shall be relieved from its obligations hereunder (or applicable part thereof) as long as the Force Majeure Event lasts and hinders the performance of said obligations.

10.13. Entire Agreement; Order of Precedence. This Agreement, including all exhibits attached hereto, and all Order Form(s) hereunder, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes and replaces all prior or contemporaneous representations, understandings and agreements, whether written or oral, with respect to such subject matter. The Parties are not relying and have not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties set forth in this Agreement. The Parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation. As used in the Agreement, (a) “include” and “including” mean “including, without limitation,” and (b) “will,” “shall,” and “must” are deemed to be equivalent and denote a mandatory obligation or prohibition, as applicable.

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User Terms of Service

Effective Date: November 1, 2021

All users of the Archipelago Service and Website are subject to these User Terms, including the following types of users:

“Authorized Users” are users who use the Service or any portion thereof as part of a paid Archipelago subscription purchased by the organization (e.g., your employer or another entity or person, called the “Customer”) that entered into a separate agreement with Archipelago governing the delivery, access, and use of the Service (the “Customer Agreement”). The Service features and functionalities available to Authorized Users are determined by the subscription type and the terms of the specific Customer Agreement and may include access to certain functionality or services offered at no charge pursuant to the applicable Customer Agreement.

“Free Users” are users who use free trials, services, or functionality that Archipelago may offer from time to time without reference to any Customer Agreement, including, for example, free SOV diagnostic service.

“Site Visitors” are users of the Websites.

BY ACCESSING OR USING THE SERVICE AND/OR THE WEBSITE, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE USER TERMS AND BY THE TERMS OF OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE USER TERMS 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 User Terms. Please check this page periodically for updates. If you do not agree to, or cannot comply with, the modified User Terms, you must stop using the Service and the Websites. The updated User Terms 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

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 User Terms. If Archipelago 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 Authorized User Access to the Service. If you are an Authorized User, it means you have been authorized to access and use the Service by a Customer that has entered into a Customer Agreement that permits Customer to access and use the Service and to authorize you and others to access and use the Service under the Customer’s account.

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 Archipelago 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 Archipelago is entitled to rely on your instructions.

3. LICENSE AND ACCEPTABLE USE

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

3.2 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.

(a) You may not:

· access, tamper with, or use non-public areas of the Service or the Websites, Archipelago’s computer systems, or the technical delivery systems of Archipelago’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 Service or the Websites by any means other than Archipelago’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.

(b) 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.

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 Archipelago’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.

(d) In addition to any other remedies that may be available to us, Archipelago 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.

4. OWNERSHIP RIGHTS

4.1 Archipelago Proprietary Rights. The Service, the Websites, and all information and 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) therefrom, are, as between Archipelago and you, owned by Archipelago and/or its Affiliates, including ownership of all intellectual property rights therein and are protected by applicable law including 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 Archipelago 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 Archipelago and such others. You agree to protect the proprietary rights of Archipelago and all others having rights in the Service and the Websites during and after the term of these User Terms and to comply with all written requests made by Archipelago 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 Archipelago.

4.2 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, Archipelago 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 Archipelago 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 Archipelago, at all times be and remain the sole and exclusive property of Archipelago. 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.

5. CONFIDENTIALITY

In accessing the Service or certain portions of the Websites, you will have access to certain non-public information of Archipelago, its Affiliates, and customers including, for example and without limitation, information about Archipelago current and planned products and services including the Service, our technology, methodologies, designs, specifications, security, business (including pricing), our customers, Affiliates, and personnel (collectively, “Confidential Information”). You agree that you will hold our Confidential Information in strict confidence using no less than a reasonable level of care to prevent unauthorized use or disclosure, that you will not disclose any Confidential Information to any third party without Archipelago’s prior written consent, and that you and that you will be fully responsible for the unauthorized use or disclosure of any of our Confidential Information in your custody or control. You agree to notify Archipelago immediately in writing if you become aware of any actual, potential, or threatened unauthorized access to or use of our Confidential Information, and you will fully cooperate with us in any effort to address such actual or potential breach. Confidential Information does not include information that you can demonstrate was at the time of disclosure (a) generally known to the public at the time of disclosure without breach of any obligation owed to Archipelago, or (b) already known to you prior to your access to the Service without breach of any obligation owed to Archipelago.

6. USER CONTENT AND FEEDBACK

6.1 User Content; License to Archipelago. The Service and Websites allow Users to submit information, text, files, and other materials (collectively, “User Content”) and to share that User Content with others.

(a) Authorized Users. If you are an Authorized User, you acknowledge and agree that as between you on the one hand and the applicable Customer on the other, that Customer owns all User Content. When you submit User Content to the Service, you further acknowledge and agree that such User Content is being provided to the Customer’s account for use by the Customer and not on your own behalf, and that the Customer Agreement 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:

(b) Other Users. If you are any other type of User hereunder other than an Authorized User, you hereby grant to Archipelago 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 Archipelago’s Privacy Policy and as otherwise required by law or to otherwise to comply in good faith with legal process. Archipelago reserves the right to remove from the Service or any Website any User Content that violates these User Terms or that is otherwise objectionable in Archipelago’s sole discretion.

6.2 Feedback. The Service and the Websites may have certain features that allow you to submit comments, information, and other materials (collectively, “Feedback”) to Archipelago and share such Feedback with other users, or the public. By submitting such Feedback, you grant Archipelago 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 Archipelago marketing materials and where required to do so by law or in good faith to comply with legal process.). Archipelago reserves the right to remove any Feedback posted in public forums for any reason at our sole discretion.

6.3 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 Archipelago 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 Archipelago 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.

7. 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 User Terms.

8. 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. Archipelago 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 Archipelago 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.

9. DISCLAIMERS; LIMITATION OF LIABILITY

10. INDEMNITY

11. GENERAL TERMS

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 User Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

11.7 Miscellaneous. These User Terms, and any rights or licenses granted hereunder, may not be assigned or delegated by you. These User Terms, and any rights or licenses granted hereunder, may be assigned or delegated by Archipelago without restriction. These User Terms 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 User Terms except as expressly stated herein. These User Terms may not be modified by an oral statement by a representative of Archipelago. No agency, partnership, joint venture or employee-employer relationship is intended or created by these User Terms. 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 User Terms 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 User Terms, please contact us at legal@onarchipelago.com.

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