Terms of Service Agreement
Our terms are intended to define our superior service and compliance with anti-spam regulations. By using Arrivy, you are agreeing to be bound by the policies stated therein. We recommend you take a few moments and have a read through.
Privacy Policy
Read full Privacy Policy here.
Anti-Spam Policy
Read full Anti-Spam Policy here.
ACCEPTANCE OF TERMS
IT IS THE RESPONSIBILITY OF YOU, THE USER, CUSTOMER, OR PROSPECTIVE CUSTOMER TO READ THE TERMS AND CONDITIONS BEFORE PROCEEDING TO USE THIS SITE. IF YOU DO NOT EXPRESSLY AGREE TO ALL OF THE TERMS AND CONDITIONS, THEN PLEASE DO NOT ACCESS OR USE OUR SITES OR OUR SERVICES. THIS TERMS OF SERVICE AGREEMENT IS EFFECTIVE AS OF 09/16/2016.
The following Terms of Service Agreement (the “TOS”) is a legally binding agreement that shall govern the relationship with our users and others which may interact or interface with Arrivy, Inc., also known as Arrivy, located at 4740 14th St Suite T3 #315, Plano, TX 75074, United States and our subsidiaries and affiliates, in association with the use of the Arrivy website, which includes www.arrivy.com, (the “Site”) and its Services, which shall be defined below.
DESCRIPTION OF WEBSITE SERVICES OFFERED
Arrivy provides the Arrivy Operations Cloud™, a connected suite of platforms — including Field Service Management, Dock Scheduling, Sales Ops Management, and Service Ops Management — designed to streamline operations and elevate the customer experience. Arrivy unifies field, office, and warehouse workflows into a single operational system, giving teams across a wide range of industries real-time visibility, coordination, and control as they scale.
Any and all visitors to our site, despite whether they are registered or not, shall be deemed as “users” of the herein contained Services provided for the purpose of this TOS. Once an individual registers for our Services, through the process of creating an account, the user shall then be considered a “member.”
The user and/or member acknowledges and agrees that the Services provided and made available through our website and applications, which may include some mobile applications and that those applications may be made available on various social media networking sites and numerous other platforms and downloadable programs, are the sole property of Arrivy. At its discretion, Arrivy may offer additional website Services and/or products, or update, modify or revise any current content and Services, and this Agreement shall apply to any and all additional Services and/or products and any and all updated, modified or revised Services unless otherwise stipulated. Arrivy does hereby reserve the right to cancel and cease offering any of the aforementioned Services and/or products. You, as the end-user and/or member, acknowledge, accept and agree that Arrivy shall not be held liable for any such updates, modifications, revisions, suspensions or discontinuance of any of our Services and/or products. Your continued use of the Services provided, after such posting of any updates, changes, and/or modifications shall constitute your acceptance of such updates, changes, and/or modifications.
REGISTRATION
To register and become a “member” of the Site, you must be at least 18 years of age to enter into and form a legally binding contract. In addition, you must be in good standing and not an individual that has been previously barred from receiving Arrivy’s Services under the laws and statutes of the United States or other applicable jurisdiction. If you register or use the Services on behalf of a company or other legal entity, you represent and warrant that you are authorized to bind that entity to this TOS, and references to “you” and “your” include both you and that entity.
When you register, Arrivy may collect information such as your name, e-mail address, business address, phone and industry. You can edit your account information at any time.
Furthermore, the registering party hereby acknowledges, understands, and agrees to:
a) furnish factual, correct, current and complete information with regards to yourself as may be requested by the data registration process, and
b) maintain and promptly update your registration and profile information in an effort to maintain accuracy and completeness at all times.
If anyone knowingly provides any information of a false, untrue, inaccurate or incomplete nature, Arrivy will have sufficient grounds and rights to suspend or terminate the member in violation of this aspect of the Agreement, and as such refuse any and all current or future use of Arrivy Services, or any portion thereof.
It is Arrivy’s priority to ensure the safety and privacy of all its visitors, users, and members.
MEMBER ACCOUNT, USERNAME, PASSWORD, AND SECURITY
When you set up an account, you are the sole authorized user of your account. You shall be responsible for maintaining the secrecy and confidentiality of your password and for all activities that transpire on or within your account. It is your responsibility for any act or omission of any user(s) that access your account information that, if undertaken by you, would be deemed a violation of the TOS. It shall be your responsibility to notify Arrivy immediately if you notice any unauthorized access or use of your account or password or any other breach of security. Arrivy shall not be held liable for any loss and/or damage arising from any failure to comply with this term and/or condition of the TOS. To learn more about the security measures in place related to your critical account information, please email us at privacy@arrivy.com.
CONDUCT
As a user or member of the Site, you herein acknowledge, understand and agree that all information, text, data, photographs, video, audio messages, tags, filled out forms or any other content is the expressed sole responsibility of the individual from whom the content originated. In short, this means that you are solely responsible for any and all content posted, uploaded, emailed, transmitted or otherwise made available by way of the Arrivy Services, and as such, we do not guarantee the accuracy, integrity or quality of such content. Furthermore, you herein agree not to make use of Arrivy’s Services for the purpose of:
a) uploading, posting, emailing, transmitting, or otherwise making available any content that shall be deemed unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or invasive of another’s privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable;
b) causing harm to minors in any manner whatsoever;
c) impersonating any individual or entity, including, but not limited to, any Arrivy officials or falsely stating or otherwise misrepresenting any affiliation with an individual or entity;
d) forging captions, headings or titles or otherwise offering any content that you personally have no right to pursuant to any law nor having any contractual or fiduciary relationship with;
e) uploading, posting, emailing, transmitting or otherwise offering any such content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any other party;
f) uploading, posting, emailing, transmitting or otherwise offering any content that you do not personally have any right to offer pursuant to any law or in accordance with any contractual or fiduciary relationship;
g) uploading, posting, emailing, transmitting, or otherwise offering any unsolicited or unauthorized advertising, promotional flyers, “junk mail,” “spam,” or any other form of solicitation, except in any such areas that may have been designated for such purpose;
h) uploading, posting, emailing, transmitting, or otherwise offering any source that may contain a software virus or other computer code, any files and/or programs which have been designed to interfere, destroy and/or limit the operation of any computer software, hardware, or telecommunication equipment;
i) disrupting the normal flow of communication, or otherwise acting in any manner that would negatively affect other users’ ability to participate in any real-time interactions;
j) interfering with or disrupting any Arrivy Services, servers and/or networks that may be connected or related to our website, including, but not limited to, the use of any device software and/or routine to bypass the robot exclusion headers;
k) intentionally or unintentionally violating any local, state, federal, national or international law, including, but not limited to, rules, guidelines, and/or regulations decreed by the U.S. Securities and Exchange Commission, in addition to any rules of any nation or other securities exchange, that would include without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law;
l) providing material, financial, technical, logistical, or informational support or resources to, or concealing or disguising the nature, location, or source of such support to, any individual, group, or entity designated as a terrorist or “foreign terrorist organization” under Section 219 of the U.S. Immigration and Nationality Act, by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), by United Nations Security Council sanctions, or by any other applicable sanctions authority;
m) “stalking” or with the intent to otherwise harass another individual; and/or
n) collecting or storing of any personal data relating to any other member or user in connection with the prohibited conduct and/or activities which have been set forth in the aforementioned paragraphs.
Arrivy herein reserves the right to pre-screen, refuse and/or delete any such content stored through our Services. In addition, we reserve the right to remove and/or delete any such content that would violate the TOS or which would otherwise be considered offensive to other visitors, users and/or members.
Arrivy herein reserves the right to access, preserve and/or disclose member account information and/or content if it is requested to do so by law or in good faith belief that any such action is deemed reasonably necessary for:
a) compliance with any legal process;
b) enforcement of the TOS;
c) responding to any claim that therein contained content is in violation of the rights of any third party;
d) responding to requests for customer service; or
e) protecting the rights, property or the personal safety of Arrivy, its visitors, users and members, including the general public.
Arrivy herein reserves the right to include the use of security components that may permit digital information or material to be protected, and that such use of information and/or material is subject to usage guidelines and regulations established by Arrivy or any other content providers supplying content services to Arrivy. You are hereby prohibited from making any attempt to override or circumvent any of the embedded usage rules in our Services. Furthermore, unauthorized reproduction, publication, distribution, or exhibition of any information or materials supplied by our Services, despite whether done so in whole or in part, is expressly prohibited.
COMPLIANCE WITH INTERNATIONAL LAW AND HUMAN RIGHTS
You herein acknowledge, understand, and agree that you shall not use, and shall not permit any other party to use, the Arrivy Services, or any data, communications, or capabilities provided through them, to plan, facilitate, coordinate, support, finance, conceal, incite, or carry out any act that constitutes a violation of international law, international humanitarian law, or international human rights law. Without limiting the foregoing, you specifically agree not to use the Services in connection with:
a) terrorism or the financing of terrorism, including any act prohibited by the International Convention for the Suppression of the Financing of Terrorism (1999) or by applicable United Nations Security Council counter-terrorism resolutions, including Resolution 1373 (2001);
b) genocide, as defined in the Convention on the Prevention and Punishment of the Crime of Genocide (1948);
c) war crimes, crimes against humanity, or the crime of aggression, as defined in the Rome Statute of the International Criminal Court (1998), including ethnic cleansing, forced displacement, and persecution as forms of crimes against humanity;
d) grave breaches of the Geneva Conventions of 1949 and their Additional Protocols, or any other violation of international humanitarian law;
e) torture or other cruel, inhuman, or degrading treatment, as prohibited by the United Nations Convention against Torture (1984);
f) human trafficking, slavery, forced labor, or related exploitation; or
g) any conduct that violates economic or trade sanctions or export controls administered by the United States (including OFAC), the United Nations, the European Union, or other applicable authorities.
Arrivy reserves the right, in its sole discretion and without liability, to investigate suspected violations of this section, to suspend or terminate any account, to preserve and disclose information to competent authorities as required or permitted by law, and to refuse or discontinue Services to any user or member that it reasonably believes to be engaged in any of the foregoing. The rights and remedies in this section are in addition to those set forth elsewhere in this TOS, including under CONDUCT and TERMINATION.
CONTRIBUTIONS TO COMPANY WEBSITE
Arrivy provides an area for our users and members to contribute feedback to our website. When you submit ideas, documents, suggestions and/or proposals (“Contributions”) to our site, you acknowledge and agree that:
a) your contributions do not contain any type of confidential or proprietary information;
b) Arrivy shall not be liable or under any obligation to ensure or maintain confidentiality, expressed or implied, related to any Contributions;
c) Arrivy shall be entitled to make use of and/or disclose any such Contributions in any such manner as they may see fit;
d) the contributor’s Contributions shall automatically become the sole property of Arrivy; and
e) Arrivy is under no obligation to either compensate or provide any form of reimbursement in any manner or nature.
INDEMNITY
All users and/or members herein agree to ensure and hold Arrivy, our subsidiaries, affiliates, agents, employees, officers, partners and/or licensors blameless or not liable for any claim or demand, which may include, but is not limited to, reasonable attorney fees made by any third party which may arise from any content a member or user of our site may submit, post, modify, transmit or otherwise make available through our Services, the use of Arrivy Services or your connection with these Services, your violations of the Terms of Service and/or your violation of any such rights of another person.
COMMERCIAL REUSE OF SERVICES
The member or user herein agrees not to replicate, duplicate, copy, trade, sell, resell nor exploit for any commercial reason any part, use of, or access to Arrivy’s sites.
USE AND STORAGE GENERAL PRACTICES
The Arrivy Services allow you, as a member, to create and manage operational objects including tasks, bookings, customers, crew members and other resources, projects, forms, and similar records, and to configure workflows, automations, templates, and notification settings (collectively, “Member Content”). You acknowledge and agree that, as a direct and intended result of your use of the Services — including your creation of Member Content and your configuration of workflows and automations — the Services may generate and transmit communications by email, SMS/text message, MMS, push notification, or other channels to recipients you designate, including your customers, end-clients, crew members, and other contacts (each, a “Recipient”).
You are solely responsible for the Member Content you submit and for all communications sent through the Services as a result of your instructions, configurations, or workflows, including their content, timing, frequency, and the identity of each Recipient. In particular, you represent and warrant that, for every Recipient to whom a communication is sent through the Services at your direction, you have obtained and maintained all consents, permissions, and lawful bases required by applicable law for that communication, and that you will honor all opt-out, unsubscribe, and revocation-of-consent requests. Applicable law includes, without limitation and as applicable to you and your Recipients, the U.S. Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, A2P 10DLC requirements and carrier rules, the Canadian Anti-Spam Legislation (CASL), the EU General Data Protection Regulation (GDPR) and ePrivacy rules, and any other applicable telecommunications, anti-spam, consumer-protection, and data-protection laws in the jurisdictions of you and your Recipients.
Arrivy acts only as a conduit and processor for communications initiated by you or generated by your configured workflows; Arrivy does not originate, review, or control the substance of such communications and is not the sender for purposes of applicable messaging laws.
To enable SMS/text messaging in the United States, and to comply with the A2P 10DLC registration system operated by mobile carriers and aggregators, you authorize Arrivy to share with its SMS provider(s) and the relevant registration authorities your business name, website, business address, direct point-of-contact details (name, email, and phone number), message volume and use case, and a description of how consent is obtained from end users to receive messages.
You acknowledge that Arrivy may establish general practices and limits concerning use of the Services, including (without limitation) the maximum retention period for any email, message, posting, or other content or Member Content; the maximum number, volume, or size of email or SMS messages that may be sent or received; and the maximum frequency or duration of access to the Services within a given period. Arrivy may delete or remove any account that has remained inactive for an extended period, and may modify, alter, or update these general practices and limits in its discretion.
Arrivy shall have no responsibility or liability for the removal of, or failure to store or to deliver, any message, communication, or content transmitted or processed through the Services.
DATA PROTECTION AND PRIVACY
Our collection, use, and disclosure of personal information in connection with the Services is described in our Privacy Policy and Anti-Spam Policy, each of which is incorporated into and forms part of this TOS by reference. By using the Services, you agree to those policies.
As between you and Arrivy, you retain all right, title, and interest in and to your Member Content, including any personal data it contains, and Arrivy claims no ownership of it. You grant Arrivy a non-exclusive, worldwide, royalty-free license to host, store, copy, transmit, process, and display your Member Content solely as necessary to provide, maintain, and secure the Services, to comply with applicable law, and as otherwise instructed by you.
To the extent Arrivy processes personal data contained in your Member Content on your behalf, you act as the controller (or “business”) and Arrivy acts as the processor (or “service provider”), processing such personal data only on your documented instructions and in accordance with this TOS. Where required by applicable data protection law (including the EU/UK GDPR or the CCPA/CPRA), the parties may enter into Arrivy’s Data Processing Addendum (the “DPA”), which upon execution is incorporated into and forms part of this TOS and, as to the processing of personal data, controls over this section in the event of a conflict.
Arrivy will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Member Content against unauthorized access, loss, or disclosure, and will notify you without undue delay after becoming aware of a confirmed security breach affecting your Member Content. You authorize Arrivy to engage third-party subprocessors (such as hosting, communications, and SMS providers) to support the Services, provided Arrivy remains responsible for their performance and binds them to data-protection obligations no less protective than those in this TOS.
ARTIFICIAL INTELLIGENCE FEATURES
The Services may include features that use artificial intelligence and machine learning, including SAL AI (collectively, “AI Features”). When you use AI Features, your inputs and the resulting outputs may be processed by Arrivy and by third-party AI providers engaged as subprocessors. As between you and Arrivy, your inputs and outputs are part of your Member Content.
Arrivy may use your Member Content to provide, operate, and personalize AI Features for you; in most cases, any model training is localized to your account and performed solely on your own data for your benefit. Where Arrivy uses Member Content beyond your account to develop or improve AI Features or the Services, it first anonymizes or de-identifies the data so that it is not tied to you, your account, or any identifiable individual.
AI Features are provided “as is.” AI-generated output may be inaccurate or incomplete, is not professional, legal, financial, or other expert advice, and you are responsible for reviewing and verifying any output before relying on it. You are responsible for ensuring that your use of AI Features and the data you submit to them complies with applicable law and this TOS.
MODIFICATIONS
Arrivy shall reserve the right at any time it may deem fit, to modify, alter and or discontinue, whether temporarily or permanently, our Services, or any part thereof, with or without prior notice, but will endeavor to provide notice of the same. The Website, App and/or Services may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. Arrivy may periodically add or update the information and materials on this Website without notice.
FEES AND PAYMENT
Access to certain Arrivy Services requires a paid subscription (the “Subscription”). By selecting or agreeing to a Subscription, you agree to pay all fees applicable to it, including recurring subscription fees, per-seat or usage-based charges, set-up fees, and any applicable taxes (collectively, “Fees”), at the rates set forth in the plan you select or in the order or contract agreed between you and Arrivy. Depending on your plan or contract, Arrivy will bill Fees under one of the two methods described below.
Invoiced billing (pre-paid). Under this method, Arrivy issues you an invoice, typically in advance of the applicable service period, and each invoice is due by the due date stated on the invoice or in your agreed contract. You agree to pay each invoice in full by its due date. If your account has an invoice that is past its due date and a subsequent invoice has been issued and remains outstanding while that past-due invoice is unpaid, Arrivy may suspend or limit access to the Services until all past-due amounts are paid in full, without prejudice to Arrivy’s other rights under this TOS, including under TERMINATION.
Automatic billing to a payment method on file (post-paid). Under this method, you agree to provide and maintain a current, valid, and accepted payment method on file, and you authorize Arrivy and its third-party payment processors to charge that payment method automatically each month, in arrears, for your monthly Subscription and usage Fees as they become due, until your Subscription is cancelled or terminated in accordance with this TOS. If a charge is declined or otherwise fails, Arrivy may suspend or limit your access to the Services until payment is received. As set forth under TERMINATION, more than three (3) payment failures on the payment method on file for the monthly billing of your Subscription will result in permanent termination of your account.
Automatic renewal. Unless otherwise stated in your plan or contract, your Subscription will automatically renew at the end of each billing period for a further period of the same length, at the then-current Fees, billed under whichever method above applies to your account, unless you cancel before the renewal date as described under TERMINATION.
Changes to Fees. Arrivy may modify its Fees at any time. Any change to your recurring Fees will take effect at the start of your next billing period, and Arrivy may notify you of the change by any of the means described under NOTICE. Your continued use of the Services after the change takes effect constitutes your acceptance of the revised Fees. If you do not agree to a change in Fees, your sole remedy is to cancel your Subscription before the change takes effect.
Taxes. All Fees are exclusive of, and you are responsible for, all sales, use, value-added, goods-and-services, withholding, and similar taxes, duties, and assessments, excluding taxes based on Arrivy’s net income.
Refunds and effect of cancellation. Except as expressly stated in this TOS or as required by applicable law, all Fees are non-refundable. Pre-paid Fees are not refunded or credited on a pro-rata basis if you cancel or your account is terminated during a paid period, and you will retain access to the paid Services through the end of that period unless your account is terminated for cause. Where Fees are billed in arrears, you remain responsible for all Fees accrued through the effective date of cancellation or termination.
Billing disputes. If you believe you have been invoiced or charged in error, you must notify Arrivy at billing@arrivy.com within thirty (30) days of the invoice or charge date; otherwise the amount will be deemed accepted. Initiating a chargeback or payment dispute without first contacting Arrivy may result in suspension or termination of your account.
FREE TRIALS AND BETA FEATURES
Arrivy may offer access to the Services, or to certain features, on a free trial, evaluation, beta, preview, or early-access basis (“Trial and Beta Offerings”). Trial and Beta Offerings are provided “as is” and “as available,” may be modified, suspended, or discontinued at any time, and may be subject to additional or different terms presented to you. To the maximum extent permitted by applicable law, Arrivy provides Trial and Beta Offerings without any warranty, indemnity, or service-level commitment, and any Arrivy liability arising from them remains subject to the LIMITATION OF LIABILITY section. Unless you purchase a paid Subscription before your free trial ends, your access may be suspended or terminated and your Member Content may be deleted in accordance with the TERMINATION section.
TERMINATION
As a member of arrivy.com, you may cancel or terminate your account, associated email address and/or access to our Services by submitting a cancellation or termination request to support@arrivy.com before the due date for renewal.
As a member, you agree that Arrivy may, without any prior written notice, immediately suspend, terminate, discontinue and/or limit your account, any email associated with your account, and access to any of our Services. The cause for such termination, discontinuance, suspension and/or limitation of access shall include, but is not limited to:
a) any breach or violation of our TOS or any other incorporated agreement, regulation and/or guideline;
b) by way of requests from law enforcement or any other governmental agencies;
c) the discontinuance, alteration and/or material modification to our Services, or any part thereof;
d) unexpected technical or security issues and/or problems;
e) any extended periods of inactivity;
f) any engagement by you in any fraudulent or illegal activities; and/or
g) the nonpayment of any Fees that may be owed by you in connection with your Subscription.
h) more than three payment failures on the payment method on file for the monthly billing of your Subscription (will result in permanent termination).
Furthermore, you herein agree that any and all terminations, suspensions, discontinuances, and or limitations of access for cause shall be made at our sole discretion and that we shall not be liable to you or any other third party with regards to the termination of your account, associated email address and/or access to any of our Services.
The termination of your account with Arrivy shall include any and/or all of the following:
a) the removal of any access to all or part of the Services offered within www.arrivy.com;
b) the deletion of your password and any and all related information, files, and any such content that may be associated with or inside your account, or any part thereof; and
c) the barring of any further use of all or part of our Services.
ADVERTISERS
Any correspondence or business dealings with, or the participation in any promotions of, advertisers (or our independent integration partners) located on or through our Services, which may include the payment and/or delivery of such related goods and/or Services, and any such other term, condition, warranty and/or representation associated with such dealings, are and shall be solely between you and any such advertiser. Moreover, you herein agree that Arrivy shall not be held responsible or liable for any loss or damage of any nature or manner incurred as a direct result of any such dealings or as a result of the presence of such advertisers on our website.
LINKS
Either Arrivy or any third parties may provide links to other websites and/or resources. Thus, you acknowledge and agree that we are not responsible for the availability of any such external sites or resources, and as such, we do not endorse nor are we responsible or liable for any content, products, advertising or any other materials, on or available from such third party sites or resources. Furthermore, you acknowledge and agree that Arrivy shall not be responsible or liable, directly or indirectly, for any such damage or loss which may be a result of, caused or allegedly to be caused by or in connection with the use of or the reliance on any such content, goods or Services made available on or through any such site or resource.
PROPRIETARY RIGHTS
You do hereby acknowledge and agree that Arrivy’s Services and any essential software that may be used in connection with our Services (“Software”) shall contain proprietary and confidential material that is protected by applicable intellectual property rights and other laws. Furthermore, you herein acknowledge and agree that any Content which may be contained in any advertisements or information presented by and through our Services or by advertisers is protected by copyrights, trademarks, patents or other proprietary rights and laws. Therefore, except for that which is expressly permitted by applicable law or as authorized by Arrivy or such applicable licensor, you agree not to alter, modify, sell, distribute, transmit, broadcast, publicly perform and/or created any plagiaristic works which are based on Arrivy Services (e.g. Content or Software), in whole or part.
Arrivy herein has granted you personal, non-transferable and non-exclusive rights and/or license to make use of the Arrivy cloud Services, as long as you do not, and shall not, allow any third party to duplicate, alter, modify, create or plagiarize work from, reverse engineer, reverse assemble or otherwise make an attempt to locate or discern any source code, sell, assign, sublicense, grant a security interest in and/or otherwise transfer any such right in the Software. Furthermore, you do herein agree not to alter or change the Software in any manner, nature or form, and as such, not to use any modified versions of the Software, including and without limitation, for the purpose of obtaining unauthorized access to our Services. Lastly, you also agree not to access or attempt to access our Services through any means other than through the interface which is provided by Arrivy for use in accessing our Services.
WARRANTY DISCLAIMERS
YOU HEREIN EXPRESSLY ACKNOWLEDGE AND AGREE THAT:
a) THE USE OF Arrivy SERVICES AND SOFTWARE ARE AT THE SOLE RISK BY YOU. OUR SERVICES AND SOFTWARE SHALL BE PROVIDED ON AN “AS IS” AND/OR “AS AVAILABLE” BASIS. Arrivy AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b) Arrivy AND OUR SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO SUCH WARRANTIES THAT (i) Arrivy SERVICES OR SOFTWARE WILL MEET YOUR REQUIREMENTS; (ii) Arrivy SERVICES OR SOFTWARE SHALL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THAT SUCH RESULTS WHICH MAY BE OBTAINED FROM THE USE OF THE Arrivy SERVICES OR SOFTWARE WILL BE ACCURATE OR RELIABLE; (iv) QUALITY OF ANY PRODUCTS, SERVICES, ANY INFORMATION OR OTHER MATERIAL WHICH MAY BE PURCHASED OR OBTAINED BY YOU THROUGH OUR SERVICES OR SOFTWARE WILL MEET YOUR EXPECTATIONS; AND (v) THAT ANY SUCH ERRORS CONTAINED IN THE SOFTWARE SHALL BE CORRECTED.
c) ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED BY WAY OF Arrivy SERVICES OR SOFTWARE SHALL BE ACCESSED BY YOUR SOLE DISCRETION AND SOLE RISK, AND AS SUCH YOU SHALL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER AND/OR INTERNET ACCESS, DOWNLOADING AND/OR DISPLAYING, OR FOR ANY LOSS OF DATA THAT COULD RESULT FROM THE DOWNLOAD OF ANY SUCH INFORMATION OR MATERIAL.
d) NO ADVICE AND/OR INFORMATION, DESPITE WHETHER WRITTEN OR ORAL, THAT MAY BE OBTAINED BY YOU FROM Arrivy OR BY WAY OF OR FROM OUR SERVICES OR SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
LIMITATION OF LIABILITY
YOU EXPLICITLY ACKNOWLEDGE, UNDERSTAND AND AGREE THAT ARRIVY AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES WHICH MAY BE RELATED TO THE LOSS OF ANY PROFITS, GOODWILL, USE, DATA AND/OR OTHER INTANGIBLE LOSSES, EVEN THOUGH WE MAY HAVE BEEN ADVISED OF SUCH POSSIBILITY THAT SAID DAMAGES MAY OCCUR, AND RESULT FROM:
a) THE USE OR INABILITY TO USE OUR SERVICES;
b) THE COST OF PROCURING SUBSTITUTE GOODS AND SERVICES;
c) UNAUTHORIZED ACCESS TO OR THE ALTERATION OF YOUR TRANSMISSIONS AND/OR DATA;
d) STATEMENTS OR CONDUCT OF ANY SUCH THIRD PARTY ON OUR SERVICES;
e) AND ANY OTHER MATTER WHICH MAY BE RELATED TO OUR SERVICES INCLUDING FREE TRIALS AND BETA OFFERINGS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS OTHERWISE EXPRESSLY AGREED IN A SEPARATE WRITTEN AGREEMENT EXECUTED BETWEEN YOU AND ARRIVY (SUCH AS AN ORDER FORM, SAAS AGREEMENT OR MASTER SERVICES AGREEMENT), THE TOTAL AGGREGATE LIABILITY OF ARRIVY AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS ARISING OUT OF OR RELATING TO THE TOS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO ARRIVY FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100), WHICHEVER IS LESS. THIS LIMITATION APPLIES IN THE AGGREGATE TO ALL CLAIMS AND DOES NOT RESET WITH EACH CLAIM OR EVENT.
THE LIMITATIONS SET FORTH IN THIS SECTION SHALL NOT APPLY TO (I) YOUR OBLIGATION TO PAY FEES OWED UNDER THE TOS; (II) YOUR INDEMNIFICATION OBLIGATIONS UNDER THE TOS; OR (III) ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
YOU ACKNOWLEDGE AND AGREE THAT THE FEES FOR THE SERVICES REFLECT THIS ALLOCATION OF RISK, THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND ARRIVY, AND THAT THEY SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
RELEASE
In the event you have a dispute, you agree to release Arrivy (and its officers, directors, employees, agents, parent subsidiaries, affiliates, co-branders, partners and any other third parties) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected or unsuspected, disclosed and undisclosed, arising out of or in any way connected to such dispute.
EXCLUSION AND LIMITATIONS
THERE ARE SOME JURISDICTIONS WHICH DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS OF SECTIONS WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY MAY NOT APPLY TO YOU.
THIRD-PARTY BENEFICIARIES
You herein acknowledge, understand, and agree, unless otherwise expressly provided in this TOS, that there shall be no third-party beneficiaries to this agreement.
NOTICE
Arrivy may furnish you with notices, including those with regards to any changes to the TOS, including but not limited to email, regular mail, MMS or SMS, text messaging, postings on our website Services, or other reasonable means currently known or any which may be hereinafter developed. Any such notices may not be received if you violate any aspects of the TOS by accessing our Services in an unauthorized manner. Your acceptance of this TOS constitutes your agreement that you are deemed to have received any and all notices that would have been delivered had you accessed our Services in an authorized manner.
TRADEMARK INFORMATION
You herein acknowledge, understand and agree that all of the Arrivy trademarks, copyright, trade name, service marks, and other Arrivy logos and any brand features, and/or product and service names are trademarks and as such, are and shall remain the property of Arrivy. You herein agree not to display and/or use in any manner the Arrivy logo or marks without obtaining Arrivy’s prior written consent.
PUBLICITY AND CUSTOMER REFERENCES
You grant Arrivy a non-exclusive, royalty-free, worldwide right to identify you as a customer of Arrivy and to use your name and logo for that purpose in Arrivy’s customer lists, on its website, and in its marketing and promotional materials. Arrivy will use your name and logo in accordance with any written trademark or brand-usage guidelines you provide and will not state or imply your endorsement of Arrivy beyond identifying you as a customer. You may withdraw this permission at any time by written notice to Arrivy at info@arrivy.com, and Arrivy will cease new uses within a reasonable period after receipt, although it need not recall or remove materials already distributed or published.
COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS NOTICE & PROCEDURES
Arrivy will always respect the intellectual property of others, and we ask that all of our users do the same. With regards to appropriate circumstances and at its sole discretion, Arrivy may disable and/or terminate the accounts of any user who violates our TOS and/or infringes the rights of others. If you feel that your work has been duplicated in such a way that would constitute copyright infringement, or if you believe your intellectual property rights have been otherwise violated, you should provide to us the following information:
a) The electronic or the physical signature of the individual that is authorized on behalf of the owner of the copyright or other intellectual property interest;
b) A description of the copyrighted work or other intellectual property that you believe has been infringed upon;
c) A description of the location of the site which you allege has been infringing upon your work;
d) Your physical address, telephone number, and email address;
e) A statement, in which you state that the alleged and disputed use of your work is not authorized by the copyright owner, its agents or the law;
f) And finally, a statement, made under penalty of perjury, that the aforementioned information in your notice is truthful and accurate, and that you are the copyright or intellectual property owner, representative or agent authorized to act on the copyright or intellectual property owner’s behalf.
The Arrivy Agent for notice of claims of copyright or other intellectual property infringement can be contacted as follows:
Mailing Address:Arrivy
Attn: Copyright Agent
7501 Covewood Dr
Garland, TX 75044
United States
Telephone: +1 (855) 927-7489
Email: info@arrivy.com
GENERAL INFORMATION
ENTIRE AGREEMENT
This TOS constitutes the entire agreement between you and Arrivy and shall govern the use of our Services, superseding any prior version of this TOS between you and us with respect to Arrivy Services. You may also be subject to additional terms and conditions that may apply when you use or purchase certain other Arrivy Services, affiliate Services, third-party content or third-party software.
Notwithstanding the foregoing, if you and Arrivy have entered into a separate written agreement executed by both parties governing your use of the Services (for example, a master services agreement or an order form), that agreement controls, and in the event of any conflict between it and this TOS, the executed agreement governs with respect to the subject matter of the conflict. The Data Processing Addendum, once executed, controls as to the processing of personal data. This TOS, together with the Privacy Policy and Anti-Spam Policy incorporated by reference, otherwise governs your use of the Services and applies in full where no such separate agreement exists.
CHOICE OF LAW AND FORUM
It is at the mutual agreement of both you and Arrivy that the relationship between the parties shall be governed by the laws of the State of Texas without regard to its conflict of law provisions, and that any and all claims, causes of action and/or disputes arising out of or relating to the TOS, or the relationship between you and Arrivy, shall be filed exclusively in the state courts located in Collin County, Texas or in the United States District Court for the Eastern District of Texas. You and Arrivy agree to submit to the jurisdiction of such courts and to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.
WAIVER AND SEVERABILITY OF TERMS
At any time, should Arrivy fail to exercise or enforce any right or provision of the TOS, such failure shall not constitute a waiver of such right or provision. If any provision of this TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.
ASSIGNMENT
You may not assign or transfer this TOS, or any of your rights or obligations under it, whether by operation of law or otherwise, without Arrivy’s prior written consent, and any attempted assignment in violation of this section is void; provided, however, that you may assign this TOS in its entirety, without Arrivy’s consent, to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of your assets or business, so long as you give Arrivy prompt written notice of the assignment, the assignee is not a direct competitor of Arrivy, and the assignee agrees in writing to be bound by this TOS. Arrivy may assign or transfer this TOS, in whole or in part, without restriction, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this TOS binds and inures to the benefit of the parties and their permitted successors and assigns.
FORCE MAJEURE
Arrivy shall not be liable for any delay or failure to perform its obligations under this TOS to the extent caused by events or circumstances beyond its reasonable control, including, without limitation, acts of God, natural disasters, fire, flood, severe weather, epidemic or pandemic, war, terrorism, civil unrest, governmental action or restriction, labor disputes, and failures or interruptions of the internet, telecommunications, utilities, hosting, or other third-party services, or denial-of-service or other malicious attacks. This section does not relieve you of your obligation to pay any Fees due under this TOS.
SURVIVAL
Any provision of this TOS that by its nature should survive termination or expiration will survive, including, without limitation, provisions relating to FEES AND PAYMENT (for amounts accrued prior to termination), CONDUCT, COMPLIANCE WITH INTERNATIONAL LAW AND HUMAN RIGHTS, DATA PROTECTION AND PRIVACY, INDEMNITY, PROPRIETARY RIGHTS, WARRANTY DISCLAIMERS, LIMITATION OF LIABILITY, RELEASE, CHOICE OF LAW AND FORUM, STATUTE OF LIMITATIONS, and this section.
STATUTE OF LIMITATIONS
You acknowledge, understand and agree that regardless of any statute or law to the contrary, any claim or action arising out of or related to the use of our Services or the TOS must be filed within two (2) years after said claim or cause of action arose or shall be forever barred.
VIOLATIONS
Please report any and all violations of this TOS to Arrivy as follows:
Mailing Address:Arrivy, Inc.
4740 14th St Suite T3 #315
Plano, TX 75074
United States
Telephone: +1 (855) 927-7489
Email: info@arrivy.com