Arrows Up, LLC - Terms of Service

Last Updated: May, 2024

I. General Information

Arrows Up is a performance website agency that builds fast websites that get more traffic and converts more leads.

You can contact Us by email at [email protected] or by mail to 9056 Watson Rd, St. Louis, MO 63126, United States (or such other address as selected by Us (We will attempt to notify You at Your email address on file with Us of any such change); herein the "Notice Address").

This document and the Policies (as hereinafter defined) contain the terms of services (herein "Terms") and are a contract between Arrows Up, LLC ("Arrows Up", "We", "Our" or "Us") and You ("You" or "Your").

In addition to the Terms, please know that Your use of the Technology (as hereinafter defined) is also governed by Our policies (which include, but are not limited to Our Arrows Up Privacy Policy (herein "AUPP"), Our Data Processing Agreement (herein "DPA") Our relevant Arrows Up Service Agreement, and any other policies or agreements as may be added and/or updated from time to time (collectively, "Policies") and which Policies are incorporated herein as if fully set forth herein. Please carefully read this agreement, and Our Policies (collectively the "Agreement").

No deviation from the Agreement shall be permitted unless We have a subsequent fully-executed agreement in place that references different terms and conditions.

We use the Services (as hereinafter defined) to provide website building and related tools to develop Your separate, dedicated website(s) including any dedicated subdomains (herein "Your Website(s)") for You and for End User(s) and do so in accordance with the Agreement.

Further, Our website, and any of its subdomains are herein the "Site", "Site(s)", or "Sites". Our products (herein "Products" such as, but not limited to, Our "Arrows Up Site Template(s)" (the website templates and demonstration sites that We might use as a foundation for building Your Website(s)), the "Arrows Up Client Portal" (the web interface You use for administrative functions and the monitoring of Your Website), and the "Arrows Up Platform" (the code used to power the Arrows Up Client Portal and various features of Your Website) are collectively referred to as the "Platform" and any other software, programs, source code, other offerings, tools, plug-ins, components, upgrades, updates, website building, hosting, and operating services, technology and all related applications, available now that may become available in the future, and which are used to fulfill our contractual requirements to you, are all herein defined as Our "Services").

The Platform and Services are herein "Technology".

PLEASE NOTE that by accessing and/or using the Technology, You hereby acknowledge and agree that You have read the Agreement (and the therein referenced Policies), that You fully understand the content and meaning of such documents and further that You agree to be bound by all the terms and conditions contained in the Agreement. You further represent and warrant that You have the full legal authority to enter into this Agreement and to legally bind You and Your entity to the provisions of the Agreement and to the applicable laws and/or regulations of Your jurisdiction. If You are not so authorized, then You hereby assume sole personal liability for the obligations set forth herein. If You do not agree to be bound by the terms and conditions of this Agreement, then do not use or access the Technology or sign the Arrows Up Service Agreement.

II. Arrows Up's License to You

A. Your License to use the Technology

Subject to the provisions of this Agreement, We hereby grant You a non-exclusive, non-transferable, limited license to use the Technology during the Contract Term (as defined in the Arrows Up Service Agreement) solely for the use contemplated by the Agreement, with the right to sub-license the same only to the extent necessary to permit You and Your End Users to access and use the Technology as contemplated by the Agreement (the "License" ).

You acknowledge that the Technology, including without limitation the software, the trademarks, service marks and logos contained on the Sites ("Marks"), are protected by copyrights, trademarks, service marks, patents or other proprietary rights, both with respect to individual content and as a collective work or compilation, pursuant to laws, regulations, and international conventions. We and Our licensors solely own the Platform, Marks, and all right, title and interest in and to all copyrights, patent rights, trademark rights, trade secret rights and other intellectual property rights embodied therein, including derivations, modifications, and improvements thereto and all such rights ("Our Content"), are reserved by Us and Our licensors for Our exclusive use.

The Technology, Marks and related intellectual property are the copyrighted intellectual property of Arrows Up and may not be redistributed, repackaged or used in any fashion other than as explicitly allowed by the Agreement and/or Policies. Any violation of this License may result in suspension or termination of Your Account (as hereinafter defined) and You may be refused any and all current or future access to and use of the Technology. Any and all other Arrows Up intellectual property is subject to this License and to the provisions of the Agreement and/or Policies.

You and, if applicable, Your end users (herein "End Users"), shall not have any rights to the Technology or Our Content except for the License set forth herein. You acknowledge and, if applicable, will cause Your End Users to acknowledge that no license or other right of any kind is granted to You or Your End Users except as expressly provided in these Terms, and that all rights not specifically licensed under these Terms are reserved to Arrows Up.

B. Links to Arrows Up

Subject to the terms of this Agreement and/or Policies, We grant You and, if applicable, Your End Users a nonexclusive, non-transferable, non-sublicensable right to display on Your Sites and/or Your End User Sites (as such terms are hereinafter defined) a link to Our homepage. All use of and goodwill associated with the Marks shall inure to Our benefit.

C. Ownership

While We own the Technology, You own Your Website(s) and control the information therein contained and collected therefrom. During the Contract Term, You shall have the use of the Technology and Your Website(s) only while your Account (as hereinafter defined) with Us is in good standing. To the extent that Your Website incorporates an Arrows Up Site Template, digital assets, or common client code used to communicate with the Arrows Up Platform, We hereby grant You a non-exclusive worldwide, royalty-free license to use, access, modify, and install these materials in connection with, and to the same extent as, Our rights under relevant agreements for the licensing of software and/or digital assets.

At the end of Your Contract Term, Our sole obligation, should You not be in arrears with any payments owed by You to Arrows Up and upon Your written request which must be given with thirty (30) days following the termination of your Account, will be to deliver to You the HTML, CSS, and Javascript code as well as relevant digital assets necessary for You to install Your Website on another platform. We will also provide any source code used to generate the foregoing (e.g. Svelte files) as is, with no support expressed or implied.

III. Registration and Account Management

There are functions of the Technology that may require registration, and as part of the process You will be requested to provide certain information, including but shall not be limited to: Your name, email address, physical address, company name, contact phone number, field of business and website URL ("personal information").

The scope of information We collect is described in these Terms and Our Privacy Policy. If You wish to access or manage any of Your Content (as hereinafter defined) and/or information, including Your personal information, You may do so at any time using Your Account settings and as further described in Our Privacy Policy. You may also contact Us directly at [email protected].

By using the Services, You agree to:

  1. Provide true, accurate, current and complete personal information and You agree that You shall maintain and promptly update such personal information so as to ensure its accuracy it being agreed that failure to do so may result in unavailability of the Technology;
  2. Maintain the security and confidentiality of Your access password ("Password") and any other security or access information used by You to access the Technology;
  3. Certain users with special admin privileges may make changes to Your Sites (as hereinafter defined) or the Services. You are solely responsible for ensuring Your users with such admin privileges are authorized to take such actions.
  4. Refrain from impersonating any person or entity or misrepresenting Your identity or affiliation with any person or entity, including using another person's username, password or other registration data; and
  5. Immediately notify Us in writing if You become aware of any loss, theft or use by any other person or entity of any of Your personal information in connection with the Technology or any other breach of security that You become aware of and You agree to immediately change Your Password.

You represent that any communications and all other activities through use of Your personal information were sent or authorized by You, and You agree and understand that You are fully responsible for all activities that occur under Your personal information login and/or Password.

IV. Pricing, Payments, Refunds and Taxes

By using the Technology, You agree to pay all associated set-up and subscription fees and any and all surcharges, processing fees and any taxes ("Services Fees") that You agree to pay upon the later of (i) registration or (ii) receipt of a bill for such Service Fees. Should Your Account become delinquent, this may result in termination of Your Account and/or deletion of Your Sites and any access to the Technology. If You upgrade or purchase services in the middle of the month, You may be charged a prorated fee for any such partial month.

Any termination of Your Account by You must be given by at least thirty (30) days, but no more than forty-five (45) days, prior written notice addressed to either [email protected] or to Arrows Up, Attn: Legal Department, at the Notice Address with such notice deemed given upon receipt.

If, for any reason, We are unable to process any payment, You agree that You are responsible for providing an alternate form of payment or payment arrangement and You are responsible for any resulting processing fees and/or late fees that may be incurred. You understand and agree that You are liable for all Services Fees that are due or past due (including from previous billing periods) and all expenses that are due or past due (including from previous billing period and including any expenses related to the failure of Your original payment method) and all late fees and including any processing fees incurred by Us. You expressly authorize these charges.

The Technology, including without limitation payment processing, may be handled directly by Us or by online third parties. Where a third party handles a payment, the payment is subject to the terms of use and privacy policy of such third party (including among others payment methods, tax liability, collection and use of Your personal information). We recommend that You review the terms of use and privacy policy of such third parties before submitting any personal information and using such third parties' services.

A. Auto-renewal

So as to ensure that You do not experience any interruption or loss of services due to the lapse of any particular subscription period, the Services operate with automatic renewal, on a recurring-fees basis (except where explicitly stated otherwise). Accordingly, where applicable, Arrows Up will attempt to automatically renew the applicable Services for on a calendar month-to-month basis for such Services, and automatically charge You the applicable fees (including any processing fees) using Your Authorized Card.

Arrows Up reserves the right to establish the price for every service We offer. We may change the price of any of the Services at any time, in Our sole discretion. We reserve the right to charge a price for any of the Services that was previously offered for free. If We decide to increase the price of any of Our Services for which You are subscribed, We will make every effort to communicate this pricing change to You via email. We do not need to notify You if We decide to raise the price of any of Services for which You are not subscribed.

B. Late Fees

If We do not receive Your full and complete payment by the due date, We may charge You a late fee on the unpaid balance and may also terminate or suspend access to the Technology. The fee will be calculated at the maximum percentage permitted by applicable law, not to exceed 1.5 percent per month. In the event We utilize a collection agency or resort to legal action to recover an unpaid balance, You agree to reimburse Us for all expenses incurred to recover such unpaid balance, including reasonable attorneys’ fees and costs and any court fees and costs. If You fail to pay on time and We refer Your Account(s) to a third party for collection, a collection fee will be assessed and will be due at the time of the referral to the third party.

V. Additional Services, Use

A. Additional Services

Additional Terms: Arrows Up may, from time to time, add additional Add-On Services that may include expressly designated terms related to such additional Add-On Services ("Additional Terms"). You acknowledge and agree that by engaging any new Add-On Services, You agree to any Additional Terms that may apply. Arrows Up is under no obligation to send a Change Notice for any Additional Terms. Instead, We encourage You to check these Terms when new Add-On Services are added to Your Account.

B. Services Use

You may use the Technology for the use by Your entity that You represent, so long as You are in financially good standing and compliance with all provisions of this Agreement and/or Policies. It is Your obligation to ensure that You fully comply with all applicable laws, regulations, and directives with regard to the use of the Technology.

VI. User Conduct; Output

A. User Conduct

In connection with Your use of the Technology, You agree to abide by all applicable local, state, national and international laws and/or regulations. You must not, nor allow or facilitate a third party to, violate or infringe any rights (including without limitation copyrights, rights of publicity or privacy and trademarks) of others, Our Policies or the operational or security mechanisms of the Technology, and without limiting the foregoing:

You may not use (i) the Platform, (ii) the Services, or (iii) Our Content or Your Content (as hereinafter defined)(collectively, "Content") to:

  1. promote, conduct, or contribute to fraudulent, obscene, pornographic, inappropriate, or illegal activities as determined by Us at Our sole discretion, including without limitation deceptive impersonation, in connection with any contests, pyramid schemes, surveys, chain letters, junk e-mail, spamming, phishing or any duplicative or unsolicited messages (commercial or otherwise);
  2. interfere with the access, use or enjoyment of the Technology by others (including without limitation causing greater demand on the Services than is deemed by Us to be reasonable);
  3. attacks such as to harass or defame others; or promote hatred towards any group of people;
  4. harvest or otherwise collect non-public information about another user obtained through the Technology (including without limitation email addresses), without the prior written consent of the holder of the appropriate rights to such information;
  5. use any Content except for the intended purposes of the Technology, subject always to the Terms of the Agreement and/or Policies;

In addition, You may not:

  1. alter, modify, delete, forge, frame, hyper-link, create derivative works or otherwise interfere with or in any manner disrupt, circumvent, or compromise any part of the Technology (other than to Your Site(s)), or features;
  2. access or attempt to access any of Our systems, source code, programs or data that are not made available for public use, or attempt to bypass any registration processes on the Technology;
  3. decompile, disassemble, reverse engineer, or otherwise attempt to discover any source code or underlying ideas or algorithms of the Technology except if and to the extent permitted by applicable law;
  4. abuse or use any other means to affect or manipulate the Technology in general or the prices quoted through the Technology; and/or
  5. engage in activity or use language that is threatening, abusive, harassing, defamatory, libelous, offensive, profane against any of Our customers, users, employees, representatives, or any third party as determined by Us in Our sole discretion.

We are not responsible for the accuracy, usefulness, appropriateness, safety, or intellectual property rights of or relating to any of Your Content (as hereinafter defined). We shall not be liable to You or any third party for Your Content (as hereinafter defined) in any way, including, but not limited to, any mistakes, libel, falsehoods, obscenity, pornography, incitement and/or any other unlawful and/or infringing uses related to Your Content (as hereinafter defined).

B. Output

Certain features of the Technology permit or allow You to provide data (collectively, "Input") in order to receive any output which may, in part, be generated by an artificial intelligence platform or tool and returned by the Technology based on such Input ("Output"). You agree not to state or suggest that Output was human-generated when it is not. The Technology is not intended to be used, and You agree not to use, or permit any third party to use, the Technology to generate any Output, for:

  1. any illegal activity;
  2. child sexual abuse material or any content that exploits or harms children;
  3. generation of hateful, harassing, or violent content;
  4. generation of viruses or malware;
  5. any activity that has high risk of physical harm;
  6. any activity that has high risk of economic or reputational harm;
  7. fraudulent or deceptive activity;
  8. adult content, adult industries or dating apps;
  9. political campaigning or lobbying;
  10. activity that violates people’s privacy;
  11. unauthorized practice of law or offering tailored legal advice without a qualified person’s review;
  12. offering tailored financial advice;
  13. diagnosing a certain health condition, or providing treatment instructions; providing diagnostic or treatment services for serious medical conditions;
  14. triaging or managing life-threatening issues that need immediate attention; or
  15. high risk decision-making or the giving of financial advice.

In addition, You will fully comply with any third party terms, guidelines, policies or the like to which We link in connection with Your generation of Output.

Ownership of Input and Output: As between You and Us, and to the extent permitted by applicable law, You own all Input and, subject to Your compliance with the Agreement and/or Policies and solely to the extent We obtain any ownership in any copyrights of Your Output, We hereby assign to You Our ownership interest in such copyrights to Your Output. You are responsible for all Input and Output, including for ensuring that its acquisition and use does not violate any applicable law, and/or regulation or these Terms. Your Input and Output is deemed to be part of Your Content (as hereinafter defined) for purposes of the Agreement and/or Our Policies.

Similarity of Output: Due to the automated content generation, Output may not be unique across users and the Technology may generate the same or similar output for You, Arrows Up, or a third party. Other users may also provide similar Input and receive the same or similar Output. Responses that are requested by and generated for other users are not considered Your Output. You hereby irrevocably release, acquit, and forever discharge, and agree not to sue, Arrows Up or any of its affiliates, or any of their employees, owners, officers, directors, or representatives with respect to any liability for direct or indirect copyright, trademark or other infringement, misappropriation, or violation of any rights with respect to the Output.

Accuracy: Use of the Technology may in some situations result in incorrect Output that does not accurately reflect real people, places of facts. You agree to evaluate and be responsible for the accuracy of any Output as appropriate for Your use.

Limitations of AI-Generated Output: You acknowledge and agree that, in addition to the limitations and restrictions set forth in these Terms, there are numerous limitations that apply with respect to AI-generated Output due to the fact that it is automatically generated, including that (a) it may contain errors or misleading information, (b) AI systems are based on predefined rules and algorithms that lack the ability to think creatively and come up with new ideas and can result in repetitive or formulaic content, (c) AI systems can struggle with understanding the nuances of language, including slang, idioms, and cultural references, which can result in Output that is out of context or does not make sense, (d) AI systems do not have emotions and cannot understand or convey emotions in the way humans can, which can result in Output that lacks empathy and emotion that humans are able to convey, (e) AI systems can perpetuate biases that are present in the data used to train them, which can result in Output that is discriminatory or offensive, (f) AI systems can struggle with complex tasks that require reasoning, judgment and decision-making, (g) AI systems require large amount of data to train and generate content, and the data used to train AI systems may be of poor quality or biased, which will negatively impact the accuracy and quality of the generated Output, and (h) AI-generated Output can lack the personal touch that comes with content created by humans, which can make it seem cold and impersonal.

VII. Changes by Us

As the Services may evolve, We may require that You accept updates to the Technology as well as changes to the Agreement, and Policies and We may require You to update Your software to continue to use the Technology which You agree to do promptly at Your sole cost and expense.

Further, We reserve the right to stop offering and/or supporting all or any part of the Technology at any time either permanently or temporarily, at which point Your right to use the Technology or any part of them may be automatically terminated or suspended. If that happens, unless applicable law requires otherwise, We shall not be required to provide refunds, benefits, or other compensation to You in connection with discontinued elements of the Technology.

We may, in Our sole discretion, limit, suspend, modify, delete or terminate Your Account, delete Your Sites, and any of Your End User's Sites, access to the Services (or to any portion of them); prohibit access to the Technology, Our Content, the tools and/or delay or remove hosted content, and We are under no obligation to compensate You for any losses as a result. Our sole obligation, should You not be in arrears with any payments owed by You to Arrows Up and upon Your written request which must be given with thirty (30) days following the termination of your Account, will be to deliver to You the HTML, CSS, and Javascript code as well as relevant digital assets necessary for You to install Your Website on another platform. We will also provide any source code used to generate the foregoing (e.g. Svelte files) as is, with no support expressed or implied.

Arrows Up may make changes to the Agreement and/or Policies at any time. From time to time, Arrows Up may amend this Agreement and/or Policies by posting updated versions at in accordance with this Section VII.

Arrows Up shall notify You of such changes (each herein a "Change Notice") at least two (2) weeks prior to the date such changes shall be implemented ("Notice Period" ) either by (i) an email notification using Your last available contact information, (ii) communication via the Technology and/or (iii) a notification on the Arrows Up website. Each Change Notice is considered sufficient notice to allow change or changes of the Agreement and/or Policies.

Notwithstanding the foregoing provisions of this Section VII, any aforementioned Section VII changes that are material in nature shall not become effective for You until the day following the expiration of Your Initial Term (as this term is defined in the Arrows Up Service Agreement) or, if Your Initial Term has expired, on the first day of the second full calendar month next following the sending date by Us of such changes to You.

Should you not agree with any such change, your sole remedy shall be the termination of Agreement by You by written notice, given within fourteen (14) days of such sending date. Failure to so terminate shall be an explicit indication by You as to Your agreement to any such changes contemplated by the provisions of this Section VII. Such termination notice shall be sent to either [email protected] or to Arrows Up, Attn: Legal Department, at the Notice Address with such notice deemed given upon receipt and such notice shall state the reason for the termination and shall specifically cite the appropriate Section VII change.

VIII. Content & Feedback Material

A. Ownership of Your Content

As between You and Us, We do not own nor do We claim ownership of any of the content submitted to be included in and/or displayed on the Sites ("Your Content"). Your Content includes, but is not limited to: information, data, text, software, music, sound, photographs, graphics, video, messages, goods, products, services or other materials included on any Site You or Your End Users create, have created, or use via the Technology.

You are responsible for all of Your Content that is uploaded, posted, transmitted or otherwise made available via the Technology. We do not control Your Content or any Content You or Your End Users post via the Technology and You are responsible for Your Content that may be lost or unrecoverable through use of the Services. You are responsible for archiving and backing up Your Content regularly and frequently.

B. License to Your Content

By accessing the Platform or using the Services, You hereby grant to Arrows Up a world-wide, royalty-free, transferrable, sub-licensable and non-exclusive license to (a) use, reproduce, modify, adapt and publish Your Content for the purposes set forth in the Agreement and/or Policies, including but not limited to, displaying, distributing and promoting the subdomain(s) allocated to You (Your Site or Your Sites), sharing or promoting Arrows Up or all or any portion of the Services, and storing it on Our servers or on Our vendors servers, and (b) use, retain, and disclose Your Content to develop, provide and improve Arrows Up’s and its affiliates’ offerings. Where necessary, You will ensure that Your End Users grant You sufficient rights to grant Arrows Up this license. This license exists only for as long as You continue to be Our client in good standing and shall be terminated by You only upon receiving written notice from You, provided that the rights granted in the foregoing clause (b) will survive in perpetuity and the rights granted under clause (a) shall survive as long as legally necessary or be needed by Us to defend Our rights granted under the Agreement and/or Policies.

C. Publicity/Case Study

You authorize Arrows Up to use Your name, logo and/or trademark in connection with Arrows Up’s promotional materials and marketing activities.

You agree that Arrows Up may devise a case study of Your use of the Services and may use such case-study for marketing of its services to third parties. You will provide reasonable assistance in preparation of such a case study. We agree to provide You with access to the results of such case-study.

IX. Privacy and Data Protection

To the extent personal information from the EEA, the United Kingdom, Switzerland, or California are processed by Arrows Up, the terms of the DPA, as the same may be modified, located at are hereby incorporated by reference and shall apply if and to the extent that such personal information is Processed.

For the purposes of this Section, capitalized terms not defined herein shall be as defined in the DPA.

By using the Services You hereby represent and warrant that:

  1. To the extent applicable, You will comply with terms and conditions of the DPA at all times.
  2. You shall provide Arrows Up only with personal information that is required for Arrows Up’s Technology under this Agreement and not request or require that Arrows Up Process personal information in any way that would violate applicable Data Protection Laws or regulations.
  3. Notwithstanding the forgoing, You are strictly prohibited from uploading to and/or using the Technology in connection with personal information which constitutes Personal Health Information or which is considered sensitive and/or restricted in nature under applicable Data Protection Laws ("Prohibited Data"), including but not limited to: genetic or biometric data, data concerning health, data concerning a person’s sex life or sexual orientation, Social Security Number or other similar government identifier, financial data (including but not limited to credit card information, credit rating information etc.); and/or information pertaining to minors under 18 years of age.

A. Your obligation to Your End Users and Site Visitors:

Use of Arrows Up’s Services does not ensure Your compliance with applicable Data Protection Laws, nor is Arrows Up responsible for Your compliance with any such laws, and/or regulations. You are solely responsible for providing any required notices and obtaining all required consents from Your End Users and/or Site Visitors in connection with the Technology. These notices and consents may include, but are not limited to, notifications under the applicable breach notification statutes, accurate notice of the personal information You collect and how it will be shared, and a privacy policy that complies with all applicable laws and/or regulations. To the extent that you require Arrows Up to implement any of the foregoing notices or consents, you agree to notify Arrows Up in writing and detailing the needed changes and acknowledge that such changes may require an expanded scope of work.

You acknowledge that Arrows Up shall not be responsible or liable to You, or Your End Users for any of Your or Your End User’s breaches of applicable laws and/or regulations.

B. Arrows Up’s Privacy Obligations.

Arrows Up shall be entitled to use the personal information for statistical, developmental and/or financial purposes; provided, however, that any personal attributes shall be removed from such data or otherwise if such is maintained on an aggregated basis.

Arrows Up implements appropriate technical and organizational measures to ensure a level of security of personal information, appropriate to the risk, as deemed appropriate by Arrows Up.

Following expiration or termination of the Agreement, Arrows Up will either delete or return to You all personal information in its possession as provided in the Agreement and/or Policies except to the extent Arrows Up is required by applicable law or regulation to retain some or all of the personal information (in which case Arrows Up will implement reasonable measures to prevent the personal information from any further Processing). The terms of this Agreement and/or Policies will continue to apply to such personal information.

In addition to the above privacy principles and these Terms, Your and Your End User’s use of the Technology is also subject to Our Privacy Policy which informs You of Our policies and procedures regarding the collection, use and disclosure of information We receive when You visit the Platform and use any part of the Services. By using or accessing the Technology, You consent and You will cause Your End Users to consent to the collection and use of information, including personal information, as described herein and in Our Privacy Policy, as may be amended by Us from time to time.

X. Termination

We may, in Our sole discretion and without liability to You or any third party, suspend or terminate Your Account and refuse any and all current or future access to and use of the Technology (or any portion thereof). Grounds for such termination may include, but are not limited to, extended periods of inactivity, non-payment, late payment, loss, theft, illegal activity, activity denigrating Arrows Up, or unauthorized use of Your personal information, violation of the letter or spirit of this Agreement and/or Policies, violation of the USER CONDUCT guidelines (see the Section titled “USER CONDUCT; GENERATED OUTPUT”), providing content that is inappropriate or offensive in Our discretion, or if We have reasonable grounds to suspect any of the personal information that You provided is inaccurate, not current or incomplete.

XI. Release & Disputes with Others

You are solely responsible for Your interaction with Your End Users, other users of the Technology and other parties with whom You come in contact through Your and their use of the Technology. We reserve the right, but have no obligation, to monitor and/or manage disputes between You and other users of the Technology. If You have a dispute with one or more third parties (including, but not limited to, Your employees, or Your End Users), You release Us (and Our officers, owners, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. 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 must have materially affected his settlement with the debtor.”

XII. Disclaimer of all Warranties

Arrows Up's content, the Technology, and the services are provided on an "as is" and "as available" basis. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, and non-infringement.

Without limiting the above, (i) We make no warranty that the Platform, the Services or the Content will meet Your requirements, or will be uninterrupted, continuous, timely, secure, accurate, correct, complete, or available; (ii) We do not endorse, approve any of Your content or content provided by any third-party and disclaim all liability whatsoever thereto; and (iii) We do not warrant or make any representations regarding the use or the results of Your Site(s), the services, or the content in terms of its correctness, completeness, results, availability, accuracy, reliability or otherwise.

XIII. Limitation of Liability

To the fullest extent permitted by law, under no circumstances shall We be liable for any direct or indirect, incidental, punitive, special, exemplary or consequential damages arising out of any (i) use or the inability (for any reason) to use any part of the Technology (including without limitation the use of any content, inaccuracies or errors of information as a result of accessing the Technology), (ii) action or inaction in connection with the agreement or for cost of procurement of substitute services, or (iii) statements or conduct of You or any third party on the Arrows Up website or the Technology, including without limitation any submissions thereon; in each case, including but not limited to, damages for loss of profits, even if We have been advised of the possibility of such damages, whether based on contract, tort, negligence, strict liability or otherwise.

All of the above limitations shall apply notwithstanding any failure of essential purpose of any limited remedy and are fundamental elements of the bargain between Us and You. You agree that any claim or cause of action arising out of or in connection with the Platform, the Services, the Content or the Agreement and/or Policies must be filed within thirty (30) days after such claim or cause of action arose or be forever barred.

In the event this limitation of liability shall be for any reason held unenforceable or inapplicable, You agree that Our aggregate liability shall not exceed 50% of the amount paid by You to Us pursuant to this Agreement.

XIV. Indemnification

You release, and agree, at Your own expense, to indemnify, defend and hold harmless Us, Our officers, owners directors, employees, agents and affiliates, from all claims, liabilities, loss and damages (of every kind, whether known or unknown and suspected or unsuspected) related to in any way to: (i) Your use of, access to or reliance on the Technology or the Arrows Up content, (ii) Your content, (iii) Your Sites, or (iv) Your violation of any of the terms of this Agreement and/or Policies or any applicable laws and/or regulations.

Each party shall provide the other party with written notice of any such a claim. You will not enter into any settlement or compromise of any such claim without Our prior written consent which may be given or withheld in Our sole discretion and without liability. We may assume the exclusive defense and control of any matter subject to indemnification by You. In all events, You shall cooperate fully in the defense of any claim.

XV. Copyrighted Materials, Infringment Notices and Takedown

You shall not use the services to transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party.

We have adopted and implemented a policy, stated below, that provides for the termination in appropriate circumstances of Arrows Up users who infringe or are believed to be infringing the rights of copyright holders:

If You believe that any material contained on a Your Site(s) infringes Your copyright, You shall notify Our Legal Department listed below by mail sent to the Attn: Legal Department at the Notice Address or email to [email protected] with the information required under 17 U.S.C. § 512.

Your notice to the Legal Department shall be in English and contain the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed; (b) a description of such copyrighted work(s) and an identification of what material in such work(s) is claimed to be infringed; (c) a description of the exact name of the infringing work and the location of the infringing work on the Services; (d) information sufficient to permit Us to contact You, such as Your physical address, telephone number and e-mail address; (e) a statement by You that You have a good faith belief that the use of the material identified in the manner complained of is not authorized by the copyright owner, its agent, or the law; (f) a statement by You, dated and stating that the information in the notification is accurate and, under penalty of perjury that You are authorized to act on the copyright owner's behalf.

The Legal Department will only respond to any claims involving alleged copyright infringement. Notwithstanding this Section, We reserve the right at any time and in Our sole discretion, to remove content which in Our sole judgment appears to infringe the intellectual property rights of another person or entity.

XVI. Complaints Handling; Mediation; Governing Law and Exclusive Courts

A. Internal Complaint Handling

If You have a complaint regarding the Services, You can lodge Your complaint by emailing [email protected].

We will attempt to resolve all complaints as swiftly and as effectively as possible, and try to address any issues raised, taking into account the importance and complexity of the issue raised. Once We have reviewed Your complaint, We will communicate to You the outcome of the review.

If You have a Dispute (as hereinafter defined) You must be raise it and notice must be given to Arrows Up within thirty (30) days of its discovery and shall be in writing, dated, specifying the nature of the Dispute and sent to Us, Attn: Support, at the Notice Address with such notice deemed given upon receipt by Us.

B. Mediation

In case of any dispute which remains unresolved, the parties will first attempt in good faith to negotiate a written resolution of the matter directly. If the matter remains unresolved for sixty (60) days it will be deemed a "Dispute" and each party shall first refer the dispute to proceedings under the ICC Mediation Rules, or the JAMS Mediation Rules, as mutually agreed. Unless otherwise agreed to in writing, the parties shall conduct the mediation in St. Louis County Missouri, USA and select a mutually agreeable mediator. If the parties are unable to agree upon a mediator, the parties agree that ICC or JAMS, as applicable, shall select a mediator from its panels consistent with its mediation rules. The mediation shall be conducted in English and each party shall bear its own fees, costs and expenses. Each party shall designate a business executive to have full and complete authority to resolve the dispute and to represent its interests in the mediation, and each party may, in its sole discretion, include any number of other representatives in the mediation process.

C. Jurisdiction

This Agreement and/or Policies will be governed by laws and/or regulations of the State of Missouri without regard to its choice of law or conflicts of law principles. You hereby consent to the exclusive jurisdiction and venue in the courts in St. Louis County, Missouri, USA, except that temporary relief to enjoin infringement of intellectual property rights may be sought in any court.

XVII. Miscellaneous Provisions

Change of Control: means a change in the direct or indirect ownership of more than 50% of the voting power on the board or members of the Arrows Up. A Change of Control shall not confer any rights to You to cancel or otherwise terminate the Agreement.

Any decision made by Us in respect to the sufficiency of Your payment under this Agreement or upon any calculation by Us of sums due and payable under the payment clauses shall, save for manifest error, be final, conclusive, and binding.

You shall not disclose to any person or use for any purpose any information contained in the Agreement, Policies, or Technology as a result of entering into this Agreement. This restriction shall continue to apply after the expiration or termination of this Agreement without limit of time. These obligations shall cease to apply to knowledge or information which may properly come into the public domain (through no fault of the party concerned) or is required by law or by a court of competent jurisdiction to be disclosed. This restriction shall continue to apply after the expiration or termination of this Agreement without limit of time. These obligations shall cease to apply to knowledge or information which may properly come into the public domain (through no fault of the party concerned) or is required by law to be disclosed upon production.

The Use of the Technology is void where prohibited.

All payments hereunder shall be made in United States currency.

This Agreement and the Policies constitute the entire Agreement between the parties.

We are an independent contractor and nothing in this Agreement shall render Us an employee, agent or partner of the You and the We shall not hold Ourselves out as such.

This Agreement is made in the English language. The Services performed by Us shall be in English.

This Agreement and Our Policies represents the entire agreement between the parties.

This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties, other than the rights and obligations expressly set out in this Agreement. Neither party shall make or hold itself out as having authority to make any commitments on behalf of the other party.

If any provision of this Agreement or the Policies is found by a court to be invalid, unenforceable or illegal, the remaining provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

We may, without the prior written consent of You, subcontract any of the Services to be supplied by Us to You.

This Agreement shall operate for the benefit of and be binding on the respective successors in title and permitted assigns of each party.

This Agreement will commence when Arrows Up Service Agreement is signed and continue for the initial time period therein set, and thereafter automatically renew for consecutive periods of 1 month, unless terminated in accordance with the Terms.

Time shall be of the essence respect of in this Agreement and with respect any payment obligations.

Except as expressly provided in this Agreement, no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).

Any delay, omission, indulgence or forbearance by Us to exercise any of the rights nor any non-compliance by You under this Agreement shall not be construed as a waiver of that right, nor shall it impair such right on future occasions.

No waiver of any term of this Agreement and/or Policies shall be deemed a further or continuing waiver of such term or any other term, and any failure to assert any right or provision under the Agreement and/or Policies shall not constitute a waiver of such term. This Agreement and/or Policies, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Us without restriction. You agree that no joint venture, partnership, employment, franchise or agency relationship exists between You and Us as a result of the use of the Technology.

The section titles in this Agreement are solely used for convenience and have no legal or contractual significance.

No provision of the Agreement and/or Policies shall be construed against Us but rather shall be construed in a neutral and fair manner as terms entered into by a fully-informed party on a voluntary basis after opportunity to confer with advisors and legal counsel about the meaning and effects of the terms of this Agreement and/or Policies.

This Agreement and Policies comprises the entire agreement between You and Us, states Our and Our suppliers' entire liability and Your exclusive remedy with respect to the Technology, and supersedes all prior agreements pertaining to the subject matter thereof. If any provision(s) of this Agreement and/or Policies is held to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the original provision and the other provisions remain in full force and effect.

Any provision of the Agreement and/or Policies that contemplates performance or observance subsequent to termination or expiration of the Agreement (including, without limitation, confidentiality, limitation of liability and indemnification) will survive termination or expiration of the Agreement and continue in full force and effect thereafter.

You shall not assign or otherwise transfer all or any portion of the Agreement without Our prior written consent, which consent may be withheld in Our sole discretion. Without Your consent or agreement, We may assign or otherwise transfer ("Arrows Up Transfer") the Agreement in whole or in part to another entity, whether or not controlled by Us and whether or not related to Us and this Agreement shall continue if full force and effect in connection with any such Arrows Up Transfer and Arrows Up shall be released from all liability accruing from and after the date of such Arrows Up Transfer. We will notify You of any such Arrows Up Transfer. The Agreement shall bind and inure to the benefit of the successors and permitted assigns. Any assignment or transfer not in accordance with this Agreement shall be void. In order that the parties may fully exercise their rights and perform their obligations arising under the Agreement, any provisions of the Agreement that are required to ensure such exercise or performance (including any obligation accrued as of the termination date) shall survive the termination of the Agreement.

"Force Majeure" means any unforeseeable circumstance which is beyond the control of a Us, or any unavoidable event, even if foreseeable, as a result of which We are unable to perform Our obligations, in whole or in part, under this Agreement. Such Force Majeure circumstances shall include, but shall not limited to, any strike, factory closure, labor disputes, government acts, laws or regulations, explosion, maritime peril, natural disaster, embargoes, telephone communication line failures, act by a public enemy, fire, flood, accident, war, riot, civil commotion, insurgence, electrical failures, or any other similar event. In no event shall We be liable for (i) any cost, damages or delay caused, directly or indirectly, by any Force Majeure circumstance ("Event") or any other cause of contingency to the extent beyond Our control that may prevent or delay the performance of any Our obligations; or (ii) any damages caused, directly or indirectly, incurred by You as a result of an Event or any other cause of contingency to the extent beyond Our control. In the case of an Event that may prevent or delay the performance of any of Our obligations, the performance of Our obligations shall be excused for the period of the delay and We shall in no event be liable for any loss, liability, damage, claim, cost or expense (including fees and expenses of legal counsel and/or court costs) arising from any such delay or non-performance.

XVIII. Contacting Us

If You have any questions about the Agreement or Our Policies, please contact Us via email at [email protected] or at the Notice Address, Attn: Legal Department.

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