These Terms of Service ("Terms"), in addition to our Policies, are a contract between Arrows Up, LLC ("Arrows Up", "We", "Us", or "Our") and you ("You" or "Your") and govern Your use of Our Services, unless We have a custom agreement in place that references different terms.

In addition to these Terms, Your use of Our Services is governed by Our Privacy Policy, Data Processing Agreement, any relevant Arrows Up Service Agreement(s) between You and Us, and any other policies we post (collectively, the "Policies"). The Terms and Policies together form the "Agreement".

Our Services

Arrows Up provides digital marketing and business consulting services designed to help businesses grow. "Our Services" include, but are not limited to:

• Website design and development, which may incorporate Our proprietary site templates to improve quality and reduce costs.
• Digital marketing services (paid advertising, SEO, demand generation, etc.).
• Business systems integrations.
• Marketing, business, and technology consulting.
• Any other services as specified in a relevant Arrows Up Service Agreement.

In performing Our Services, we may use our proprietary technology ("Our Technology"), including but not limited to, our "Arrows Up Site Templates" (website templates to improve quality and reduce costs of web design) and our "Arrows Up Platform" (code used to power various features of our offerings).

Your use of Our Services is subject to the Terms set out here.

License, Ownership, and Intellectual Property

License to Use Our Technology

We grant You a limited, non-exclusive, non-transferable license to use Our Technology for Your business during Your active subscription. This license allows You to access and use Our Technology as intended in Your Arrows Up Service Agreement.

Intellectual Property

We retain all rights in Our Technology, including any software, trademarks, designs, or other materials ("Our Content").

You own Your website and any content You provide, as well as any content for You that was generated by Us as part of this Agreement.

To the extent that Your website directly incorporates any of Our Technology, 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. This only apples to Our Technology embedded in Your website and that is required for it to display. This does not apply to any indirect incorporation of Our Technology, which may have existed to perform Our Services as part of the Agreement (e.g. Our Arrows Up Platform may be connected with Your website to fulfill Our Services, but is not embedded in your website. Conversely, any Arrows Up Site Templates that are incorporated in your website, are embedded and would be covered by this provision).

Upon termination — if You are current on payments — You may request (within 30 days) a copy of the relevant materials (HTML/CSS/JavaScript and any source code as-is) to migrate Your website. No support or updates will be provided post-delivery.

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 Our 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.

Account Registration and Security

Registration: To use Our Services, You must provide accurate and complete information (such as name, email, company, and contact details) and update it as necessary.

Security: Some aspects of Our Technology require credentialed access. You are responsible for maintaining the confidentiality of Your account credentials and for all activities under Your account. Notify us immediately if You suspect any unauthorized use.

Access: Certain areas of Our Technology may be restricted by a user's role. You are responsible for ensuring that Your team members have proper authorization.

Fees, Payments, and Renewals

Service Fees: You agree to pay all applicable fees (including setup, subscription, processing fees, and taxes) as specified in Your Arrows Up Service Agreement.

Auto-Renewal: After Your Initial Term, as specified in You Arrows Up Service Agreement, Your subscription will automatically renew on a monthly basis unless You notify us in writing at least 30 days before cancellation.

Late Payments: If payment is not received on time, we may suspend or terminate Your access. You may also incur late fees and additional charges if Your account is sent to collections.

Permitted Use and Prohibited Conduct

Permitted Use

All use of Our Services must comply with local, state, national, and international laws.

Prohibited Conduct:

You agree not to:

• Use Our Services for any illegal or fraudulent purpose.
• Interfere with or disrupt Our Technology or use them in a way that burdens Our systems.
• Harvest or misuse data from Our Technology.
• Reverse engineer, decompile, or otherwise attempt to access Our source code.
• Engage in activities that harm, harass, or defame others or infringe on their rights.

Failure to comply with these rules may result in suspension or termination of Your account without notice.

AI-Generated Content and Data Output

Nature of AI Output

Some of Our tools may use artificial intelligence to generate content. Because this output is generated automatically, it might be repetitive or contain errors. We are not liable for any inaccuracies or issues arising from AI-generated content.

Disclaimers, Liability, and Indemnification

Disclaimers

Our Technology is provided “as is” without warranties of any kind, either express or implied. We do not guarantee that Our Services will always be error-free or meet Your requirements.

Limitation of Liability

In no event will Arrows Up be liable for any indirect, incidental, or consequential damages arising from Your use (or inability to use) Our Services. Our total liability, if any, shall not exceed the fees You have paid us during the preceding three months.

Indemnification

You agree to indemnify and hold harmless Arrows Up (and Our affiliates, officers, and employees) from any claims, damages, or costs arising out of Your use of Our Services, Your violation of these Terms, or Your infringement of any rights of another.

Changes and Termination

Modifications: We may update these Terms or any policies from time to time. 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 such changes.

Termination: At the end of Your Initial Term (as specified in Your Arrows Up Service Agreement), either party may terminate Your Account by providing written notice of such termination at least 30 days in advance of the termination date. Upon termination, You must stop using Our Technology, and any outstanding fees will become immediately due.

Data Processing and Privacy

In the course of providing Our Services, we may process personal data that You provide. Our processing of this data is governed by Our Data Processing Agreement (“DPA”).

You acknowledge and agree that by using Our Services, You consent to such data processing and that any obligations, rights, or restrictions regarding data handling will be as outlined in the DPA. If data processing terms are relevant to Your engagement with us, please refer to Our DPA, which forms part of this Agreement.

Non-Solicitation

You agree that while working with Us, and for a period of twelve (12) months following the end of this Agreement, You will not directly or indirectly solicit any employee of Ours.

Severability

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.

Contact Information

If You have any questions or concerns about these Terms, please contact us at:

Email: [email protected]
Mail: 9056 Watson Rd, St. Louis, MO 63126, United States