Terms of Service
Archipelago User Terms of Service
Last Updated: 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 “Services”) and websites including but not limited to www.onarchipelago.com (collectively, the “Website(s)”). These User Terms of Services (“User Terms”) explain the rules governing use of the Services and Websites.
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.
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.
1.1 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 firstname.lastname@example.org 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.
(c) You may not post any content on the Services or the Websites that:
- violates any applicable law, any third party’s intellectual property rights, or anyone’s right of privacy or publicity;
- is deceptive, fraudulent, illegal, obscene, pornographic (including child pornography, which, upon becoming aware of, we will remove and report to law enforcement, including the National Center for Missing and Exploited children), defamatory, libelous or threatening, constitutes hate speech, harassment, or stalking;
- contains any personal information of minors;
- contains any sensitive personal information, such as financial information, payment card numbers, social security numbers, or health information without 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.
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.
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.
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.
11. GENERAL TERMS
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: email@example.com.
If you have any questions about these User Terms, please contact us at firstname.lastname@example.org.