Terms and Conditions

For informational purposes only!

The Terms and Conditions displayed here are for informational purposes only. Legally binding are the T&C you agree to when licensing the app in the ServiceNow store.

App Subscription Terms and Conditions

V 1.0 | 24-09-03 |

THANK YOU FOR CHOOSING THE ARC46 SQUID APPLICATION (TOGETHER WITH ITS DOCUMENTATION, THE “APP”). THESE TERMS ARE THE LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU, THE INDIVIDUAL PERSON ACCEPTING THIS AGREEMENT OR THE COMPANY OR OTHER ORGANIZATION ON WHOSE BEHALF YOU ACCEPT THIS AGREEMENT (“YOU”), AND THE PROVIDER OF THE APP, ARC46 LLC, LÄUFERPLATZ 8, 3011 BERN, SWITZERLAND (“VENDOR”). PLEASE READ THIS AGREEMENT CAREFULLY. IF YOU ARE A COMPANY OR OTHER ORGANIZATION, THEN THE INDIVIDUAL PERSON WHO ACCEPTS THIS AGREEMENT ON YOUR BEHALF MUST HAVE (AND SUCH PERSON HEREBY REPRESENTS TO VENDOR THAT HE OR SHE DOES HAVE) THE AUTHORITY TO BIND YOU TO THIS AGREEMENT. OTHERWISE, YOU MAY NOT ACCESS OR USE THE APP. VENDOR IS ONLY WILLING TO PROVIDE THE APP TO YOU ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. YOU ACCEPT THIS AGREEMENT EITHER BY: (A) REPRODUCING OR USING THE APP; (B) CLICKING THE “I ACCEPT” OR SIMILAR ICON WHEN YOU DOWNLOAD THE APP; OR (C) OTHERWISE ELECTRONICALLY INDICATING ACCEPTANCE. IF YOU ARE UNWILLING OR UNAUTHORIZED TO ACCEPT THIS AGREEMENT, DO NOT ACCESS OR USE THE APP.

A. SPECIFIC PROVISIONS

1. Ownership and Data. The App and its grounds, parts and modules are protected by copyrights and other intellectual property rights. You agree that all worldwide copyright and other intellectual property rights in the App, and all copies of the App however made, are the exclusive property of Vendor, with You having no right or entitlement to receive a copy of the Apps source code. All rights in and to the App not expressly granted to You in this Agreement are reserved by Vendor. There are no implied licenses under this Agreement.
2. Trial Subscription. You are eligible to participate in a free trial of the App. The free trial starts after accessing the trial license key and ends [30] days thereafter. Unless explicitly stated otherwise by Vendor, The free trial may be extended once. When the trial license expires, You shall no longer access the trial license services. During the free trial period, the App is provided to You without any warranty, liability or support. Vendor is entitled to verify if You use or used the trial license in accordance with this Agreement at any time. If You, for any reasons whatsoever, exceeded the free trial period, Vendor shall, as from the first day after the end of the free trial period, be entitled to apply the fees and rules as if You subscribed to the App regularly in accordance with this Agreement. However, warranty, liability and support duties of Vendor pursuant to the Regular Subscription will only apply as from the day Vendor confirmed Your regular subscription.
3. Regular Subscription. Upon payment by You of the applicable subscription fees, the App will be enabled for Your own internal use, during the Term (defined below, Section 11), through an authorized instance of the electronic platform you have subscribed for the App ("Platform"). No license is granted to You under this Agreement to use or access the Platform. Access to the Platform must be separately agreed upon between You and the Platform, and Vendor does not assume any liability and is neither responsible or involved in any terms or negotiations whatsoever between You and the Platform. Unless explicitly otherwise agreed between You and Vendor in writing, You are not entitled to delivery of a copy of the App apart from its deployment on Your authorized instance of the Platform.
4. Licence Key. Unless explicitly stated otherwise by Vendor in writing, Vendor shall be the exclusive provider of the App's Licence Key. Every Licence Key for a Regular Subscription automatically expires by the end of each Term. Within [5] business days (at the domicile of Vendor) after confirmation and Your payment of a new Term, a new Licence Key will be activated for You. IT IS IN YOUR SOLE RESPONSIBILITY TO ASSURE THAT YOU PROPERLY IMPLEMENT THE LICENSE KEYS INTO YOUR SYSTEM, AND THAT YOU TIMELY UPDATE THEM. YOU NOTE AND AGREE THAT UPON EXPIRY OF A LICENCE KEY, THE APP WILL IMMEDIATELY CEASE TO WORK. VENDOR DOES NOT ASSUME ANY OBLIGATION TO ASSURE YOUR TIMELY ORDER, ACTIVATION AND/OR IMPLEMENTATION OF A NEW LICENSE KEY, AND DOES NOT ASSUME LIABILITY TO ANY TEMPORARY OR PERMANENT SYSTEM FAILURES DUE TO EXPIRED, INVALID OR UNCORRECTLY IMPLEMENTED LICENSE KEYS.
5. Restrictions on Use. You may not do (or permit others to do) any of the following: (a) modify, adapt, alter, translate, or create derivative works of the App, except that You may configure and customize the App solely to the extent that it is possible to do so using the features and functionalities of the App and the Platform in their ordinary and intended manner; (b) merge or otherwise integrate the App with external components or other software outside the scope of Vendor's documented and intended use of the App; (c) sublicense, lease, rent, loan, assign or otherwise transfer the App or any license hereunder to any third-party; (d) host, upload, use or access the App via a time sharing, service bureau, virtualization, hosting or other remote access arrangement, except for Your authorized instance of the Platform as hosted by the Platform; (e) reverse engineer, decompile or disassemble the App or otherwise attempt to derive the source code of the App except and only to the limited extent that we provide such source code or that such activities are expressly permitted by applicable law notwithstanding this limitation; (f) remove, alter, or obscure any confidentiality or proprietary notices (including copyright or trademark notices) of Vendor or its suppliers on, in or displayed by the App; (g) reproduce or use the App except as expressly authorized under Section 2 (without limiting the foregoing, You may not use the App apart from the Platform); or (h) circumvent, or provide or use a program intended to circumvent, technological measures provided by Vendor to control access to or use of the App.
6. Services. Unless otherwise explicitly stated by the Vendor in the documentation of the App, or otherwise specifically agreed between You and Vendor in writing, then no maintenance, support or other services are provided under this Agreement.
7. Fees and Payment. Your rights under Section 2 are conditioned upon payment by You of the applicable subscription fees to Vendor (either directly or via the Platform). Subscription fees are payable annually in advance. All fees are non-refundable and non-cancelable except as expressly provided in this Agreement and do not include sales and use taxes, value-added taxes, goods and services taxes, excise, business, service, withholding tax, shipping, or customs duties and similar transactional taxes and fees, all of which You are responsible for paying above and beyond the subscription fees due to Vendor. Fees not paid when due will accrue interest at a rate of five percent (5%) per annum, applied as of the date of invoice. Failure to pay fees when due may result in the withdrawal of Your App from Your instance.
8. No Reliance on Promises of Future Functionality. You agree that purchases of rights and licenses are not contingent on the delivery of any future functionality or features of the App, whether based on Your feedback, any oral or written public comments made by Vendor, or otherwise.
9. Disclaimer of Warranty. THE APP IS PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. VENDOR EXCLUDES AND DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NONINFRINGEMENT, TITLE, RESULTS, EFFORTS OR QUIET ENJOYMENT. THERE IS NO WARRANTY THAT THE APP IS ERROR-FREE OR WILL FUNCTION WITHOUT INTERRUPTION. YOU ASSUME THE ENTIRE RISK ARISING OUT OF THE PERFORMANCE OR USE OF THE APP. TO THE EXTENT THAT VENDOR MAY NOT DISCLAIM ANY WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
10. Limitation of Liability. EXCEPT TO THE EXTENT THAT DISCLAIMER OF LIABILITY IS PROHIBITED UNDER APPLICABLE LAW, IN NO EVENT WILL VENDOR OR ANY OF ITS RESPECTIVE AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS BE LIABLE TO YOU FOR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE APP, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES ARISING FROM LOSS OF REVENUE, USE, DATA, OR PROFITS, INJURY TO REPUTATION OR GOODWILL, OR THE COST OF SUBSTITUTE GOODS OR SERVICES) WHETHER SUCH DAMAGES ARISE UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER LEGAL THEORY, AND EVEN IF SUCH DAMAGES ARE FORESEEABLE. YOU ACKNOWLEDGE THAT THE SUBSCRIPTION FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT VENDOR WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY IN THIS SECTION WILL APPLY EVEN IF AN EXCLUSIVE REMEDY UNDER THIS AGREEMENT HAS FAILED OF ITS ESSENTIAL PURPOSE.
11. Term and Termination. The term of Agreement (“Term”) will commence upon Your acceptance and will remain in effect for one (1) year or, if different, Your subscription period; thereafter the Term shall automatically renew for successive one (1) year periods resp. another subscription period, subject to Your payment of applicable subscription fees, unless Vendor notifies you of its intention not to renew prior to expiration of the then-current Term. You may terminate this Agreement at any time and for any reason by giving written notice to Vendor; provided, however, that You will not be entitled to a refund of any fees paid hereunder. Vendor may terminate this Agreement, effective immediately upon written notice (e-mail or other text sufficient) to You if You: (a) fail to pay any portion of the subscription fees when due and fail to cure such non-payment within thirty (30) days after receipt of notice of same; (b) if You otherwise breach any provision of this Agreement; or (c) if You are subject to any bankruptcy or liquidation procedures (or any similar procedures). Upon expiration or termination of this Agreement, Your rights to use or access the App terminate, and the App must be removed from Your instance of the Platform. Sections 1, 7, 8, 10 and 11 as well as the general restrictions from Section 5 will survive expiration or termination of this Agreement for any reason.
12. Data Protection. The parties acknowledge and agree that the App is not designed to process personal data, i.e. data of an individual natural person. You are responsible to assure that Your use of the App complies with any applicable data protection laws. To the extent Vendor processes Your personal data, such processing is limited to what is strictly necessary to conclude, maintain and close this Agreement, as well as to the extent required by applicable law.

B. GENERAL PROVISIONS

13. Choice of Law and Venue. This Agreement will be governed by the SUBSTANTIVE LAWS OF SWITZERLAND without giving effect to any choice of law principles that would cause the application of the laws of a different country or state. Any legal action between You and Vendor arising out of this Agreement or Your use of the App must be instituted exclusively in the competent courts in BERN, SWITZERLAND, and You consent to jurisdiction and venue in such courts. Furthermore, Vendor shall, at its sole discretion, also have the right to commence legal actions at the competent courts of Your domicile. The United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention, CISG) does not apply to this Agreement.
14. Compliance with Laws. You will comply with all applicable laws and regulations in Your use of the App. You note, agree and acknowledge that the Vendor developed the App for specific technical use and, unless explicitly stated otherwise in writing, does not warrant for the App and its functionalities and results to comply with any specific laws and regulations. You will defend, indemnify, and hold harmless Vendor and its licensors, suppliers and resellers from and against any violation of such laws or regulations by You.
15. Force Majeure. If Vendor is delayed or prevented from providing or performing any service or meeting any other obligation due to a cause beyond its reasonable control, then the delay or nonperformance will be excused until the cause is removed and the period for performance will be reasonably extended after the cause is removed. These force majeure events include fire, flood, extreme adverse weather, natural disasters or other acts of God; sabotage, theft, or other criminal acts; acts undertaken by third parties, including denial of service attacks; war, terrorism, riots, protests, civil unrest or government action; embargoes, blockages, export bans, or sanctions; inability to obtain energy; failure of Internet connectivity, third-party cloud services, or backbone or other telecommunications failures, or breakdowns of equipment or machinery (outside of Vendor owned systems and equipment); and nuclear, chemical or biological contamination. Vendor will use reasonable efforts to mitigate the effects of any such event.
16. Relationship between the Parties. The parties are independent contractors neither party is the agent, partner, employee, fiduciary or joint venturer of the other party under this Agreement.
17. Assignments. You may not assign or transfer, by operation of law or otherwise, any of Your rights under this Agreement (including Your licenses with respect to the App) to any third-party without Vendor’s prior written consent. Any attempted assignment or transfer in violation of the foregoing will be void. Vendor may freely assign its rights or delegate its obligations under this Agreement.
18. Language. This Agreement is in the English language and its English language version will be controlling over any translation, except and to the extent when required by applicable law.
19. Remedies. Except as otherwise provided herein, the parties’ rights and remedies under this Agreement are cumulative. You acknowledge that the App contains valuable trade secrets and proprietary information of Vendor and its suppliers, that any actual or threatened breach of this Agreement by You will constitute immediate, irreparable harm for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.
20. Waivers. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
21. Severability. If any provision of this Agreement is held unenforceable by a court, such provision may be changed and interpreted by the court to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Without limiting the generality of the foregoing, You agree that Sections 8 and 10 will remain in effect notwithstanding the unenforceability of any other provision of this Agreement.
22. Entire Agreement. This Agreement constitutes the final and entire agreement between the parties regarding the subject of this Agreement and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement may be amended only by a written document signed by both parties. The terms of any purchase order or similar document submitted by You to Vendor (directly or via the Platform) will not be effective to alter the terms of this Agreement.