Terms of Service

Definitions

- Service: Our software platform and related services
- You/Your: The customer using our service (individual or company)
- We/Our/Us: Arcade AI, Inc.
- Confidential Information: Non-public details about our technology, features, and business
- Early Access Program: Pre-release testing period before general availability
- General Availability: When the service becomes publicly available
- Transition Period: 60 days between general availability notice and early access end
- Program Period: Duration of your participation in the Early Access Program
- Service Plans: Our platform offers the following tiers:
- Free Trial/Hobby Plan: Limited feature access with no time restrictions, available to all users
- Self-Service Plans: Purchasable directly through our website
- Enterprise Plans: Custom plans requiring a direct agreement

Services and Support‍

Service Access‍

- We provide our service in two deployment options:
- Cloud-hosted (SaaS): Accessed through our website
- Self-hosted: Downloaded and run on your infrastructure
- Both options use the same licensing and payment terms
- All features and pricing are listed on our website at arcade.dev/pricing

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Excess Usage

- If you exceed your plan limits, you'll be automatically upgraded to the next tier.
- We'll notify you before any automatic upgrades.
- Enterprise-level usage requires transitioning to an Enterprise Plan within 30 days of notification.

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Account Setup

- Create an account by signing up on our website.
- Free accounts include basic features; premium accounts include additional features based on your chosen plan.
- Additional user accounts can be created based on your plan limits.
- We reserve the right to suspend or terminate accounts that violate our terms.
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Privacy and Security

- By using our service, you agree to our privacy policy.

- You are responsible for maintaining the security of your account credentials.
- Notify us immediately of any unauthorized access to your account.

Restrictions and Responsibilities‍

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Software Access and Usage

You're getting access to use our service, not a perpetual software license.

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Your Technical Responsibilities

- Follow our product and deployment documentation
- Follow our security and access policies
- Properly configure and maintain your environments
- Keep the software updated with security patches
- Meet our minimum system requirements for using the service
- If you're using our service with other hosting platforms (like AWS, Azure, Google Cloud), you must follow their rules
- If you integrate our service with other services (like Google Workspace, Slack, Salesforce, YouTube, etc.), you must comply with their terms

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Supported Versions

All components must be kept up-to-date within one month of the latest version.‍

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Account Security

- Keep your passwords and account access secure.
- You are responsible for all activities under your account.
- Inform us immediately if you suspect unauthorized access.

Product Feedback and Idea Submissions

Unsolicited Ideas and Feedback
- Any ideas, suggestions, feedback, or other information you share with us about our products, services, or business become our property.
- This includes feedback shared through any channel (email, chat, social media, verbal conversations, or our platform) about:
- Our existing features
- Potential improvements
- Bug reports
- User experience
- Integration suggestions

Your Confidential Information
- If you want to share confidential business information:
- Mark it clearly as "Confidential"
- Share it only through official channels
- Get written a non-disclosure agreement from us first
- All confidential information will be treated as detailed in the non-disclosure agreement
- Unmarked information shared in casual conversation is considered non-confidential feedback

Our Rights
- We can use submissions and feedback for any purpose without:
- Compensation
- Attribution
- Notice
- Restrictions
- We may:
- Develop similar features independently
- Use submissions in future products or services
- Share or publish submissions
- Modify or adapt submissions
- Incorporate submissions into our intellectual property

Your Confirmation
By sharing ideas or feedback, you confirm:
- You have the right to share the information
- The submission doesn't contain confidential information from others
- You're not submitting trade secrets or protected IP
- You waive any claims regarding the use of your submission

No Obligations
We are not required to:
- Review submissions
- Maintain confidentiality
- Provide compensation
- Acknowledge receipt
- Use any submissions
- Credit you for submissions

Payment Terms

Billing and Payment

- Visit our pricing page to view our pricing plans.

- We invoice at the end of each month for service usage.
- Payment is due immediately on receipt of invoice for usage-based plans. Enterprise plans vary by contract.
- Pay via credit card or bank transfer. Credit card payments will be facilitated by our payment processor(s), including the storing of credit card information for future use.
- Late payments may result in service interruption.

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Cancellation

- Usage-based arcade plans can be canceled at any time. Enterprise agreements are managed by your contract with Arcade.

- When canceling a usage-based plan, you are still responsible for paying the outstanding balance.

- Monthly fees (e.g. platform fees) and pre-paid credits will not be refunded or prorated.

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Billing Questions

- Report billing errors within 60 days.
- Email billing@arcade.dev with concerns.
- We'll respond within 3 business days.
- Confirmed errors will be credited to your account.

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Additional Charges

- You are responsible for applicable taxes.
- Late payments incur a 1.5% monthly fee (or legal maximum if lower).
- Collection costs for overdue accounts will be charged to you.

Plan Remedies

For Service Agreement Breaches:
- You'll receive written notice of any breach.
- 30-day period to fix the breach.
- If not fixed, we may:
- Downgrade your service plan.
- Suspend your account.
- Terminate service (per Section 5).

For Non-Payment:
- Late payments trigger these actions:
- Day 1-7: Payment reminder notices.
- Day 8-14: Service warning period.
- Day 15: Automatic downgrade to free tier.
- Day 30: Account suspension.
- Day 60: Account termination.

Service Restoration:
- Full payment required to restore service.
- $50 restoration fee applies after suspension.
- No guarantee of data retention after 60 days.
- Service restoration subject to account review.

Confidentiality

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Confidential Information

- Includes non-public information about our service, software, and algorithms.
- Information is confidential if:
- Marked as "Confidential" or "Proprietary" when shared in writing, OR
- Identified as confidential when shared verbally and confirmed in writing within 30 days.

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Exceptions

Information is not confidential if it:
- Was already public before sharing (including open source code, public APIs, and public documentation).
- Becomes publicly available through no fault of the receiving party.
- Was received legally from someone else.
- Was developed independently.
- Must be disclosed by law.
- Has been shared for more than 3 years (except our service's core technology, which remains confidential indefinitely).

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Data Collection and Usage

- Collect general usage data and performance metrics.
- Create reports about service performance and aggregate response rates.
- Share aggregate and anonymized statistics with third parties.
- Monitor and analyze service usage patterns.
- Collect technical data for improving our services.

We will:
- Never reveal personally identifying information about you or your users (other than to third parties with an obligation of confidentiality or in connection with the acquisition of our company or its assets).
- Only collect data needed for service operation and improvement.
- Follow our standard security and access policies.

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Data Restrictions

- We won't collect data beyond what's needed for service operation and improvement.
- We won't sell individual customer data.
- We'll maintain data privacy standards per our policies.

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Data Ownership and Security

- SaaS: We handle data storage, backups, and security as per our privacy policy.
- Self-Hosted: You are responsible for data storage, backups, and security on your own infrastructure. Ensure compliance with applicable laws and our security guidelines.
- Regardless of service type, confidentiality and data protection obligations apply.

Termination

When and How This Agreement Ends
- We can end your access immediately if:
- You violate these terms.
- You misuse the service.
- You share your access without permission.
- You don't respond to security concerns.
- If we notify you of a violation, you have 5 business days to fix it.
- We may extend this period if you're actively resolving the issue.
- Request an extension before the initial 5-day period ends.
- Extensions are granted at our discretion based on:
- The complexity of the fix.
- Your demonstrated effort to resolve the issue.
- The severity of the violation.
- Impact on other users or our service.

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After Termination

- You'll keep access until your termination date.
- We'll help export your data if requested.
- You must stop using the service or self-hosted version after termination.
- You are responsible for deleting any copies or backups of the software or other materials.

What Continues After Termination

- Obligation to keep our confidential information secret.
- Any fees owed during early access.
- Our rights to protect our intellectual property.
- Limitations on liability.
- Any other obligations marked as "surviving termination."

Other Important Points

- Termination doesn't prevent either party from seeking legal remedies.
- Sections on confidentiality, payments, warranties, and liability limits remain in effect.
- We may keep anonymized data for service improvement.

Protecting Each Other (Indemnification)

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What We Protect You From

We will defend and cover costs if someone claims our service infringes their U.S. patents, copyrights, or trademarks. To receive this protection:
- Notify us quickly of any infringement claims.
- Let us handle the defense.
- Provide necessary information to defend the claim.
- Do not settle without consulting us.

This protection doesn't apply if:
- You're using third-party tools not provided by us.
- You modified our service causing the infringement.
- The issue arose from combining our service with other products.

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What You Protect Us From

You will defend and cover our costs if we face claims resulting from:
- Your misuse of our service or violation of these terms.
- Unauthorized sharing or reselling of our service.
- Violation of laws while using our service.
- Issues caused by integrating our service into your applications.
- Unauthorized access to any data you store in our service.

Warranty and Disclaimer

What You Should Know About Our Service

Early Access Status:
- This is an early version of our service that's still under development.
- You may encounter bugs, errors, or service interruptions.
- Features may change or be removed as we develop the product.

No Guarantees:
- We can't guarantee the service meets all your specific needs.
- We can't promise 100% uptime or error-free operation.
- Results from using our service may vary.

Legal Protection ("As Is" Provision):
- We provide this service "as is."
- No warranties are made, whether stated directly or implied.
- This includes (but isn't limited to):
- No warranty of merchantability.
- No warranty of fitness for a particular purpose.
- No warranty of non-infringement.

Limitation of Liability

What We're Responsible For

- Physical injury to people.
- Issues directly caused by our gross negligence.
- Damages up to the amount you've paid us in the past 12 months.
- Our total liability is strictly limited to the fees you paid us in the last 12 months.
- This cap applies to all claims and damages combined.

What We're Not Responsible For

Service Impact:
- Temporary service interruptions or downtime.
- Unintentional data loss or corruption during use.
- Impact on your business when the service isn't available.
- Problems caused by your internet connection or equipment.

Business Impact:
- Lost profits.
- Lost business opportunities.
- Costs of finding replacement services.

Indirect Damages:
- Secondary or consequential damages.
- Special or incidental damages.
- Any damages beyond direct damages.

External Factors:
- Issues beyond our reasonable control.
- Network or internet failures not caused by us.
- Third-party service interruptions.

Important Notes:
- These limitations apply to both parties (you and us).
- They apply regardless of the legal theory (contract, negligence, etc.).
- The maximum we'll pay in damages is what you paid us in the last 12 months.
- These limits apply even if we knew such damages were possible.

Miscellaneous

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Agreement Validity

- If any part of this agreement is found invalid, we'll modify just that part to make it valid.
- The rest of the agreement remains in force.
- This is the complete agreement between us, replacing any previous agreements.
- Changes to this agreement must be in writing and signed by both parties.

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Relationship and Rights

- You can't transfer this agreement to someone else without our written permission.
- This agreement doesn't create any partnership or employment relationship.
- You don't have authority to make commitments on our behalf.
- If either party enforces rights in court, the winning party can recover legal costs.

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Notices

All official notices must be in writing and are considered received:
- Immediately upon personal delivery.
- When confirmed if sent by email.
- Next day if sent by overnight delivery service.
- Upon receipt if sent by certified mail.

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Legal Protection

- We can seek immediate court orders to stop violations of confidentiality or intellectual property terms.
- California law governs this agreement.
- Any legal disputes must be handled in either:
- Federal court in Northern California, or
- State court in San Francisco, California.
- The UN Convention on Contracts for International Sale of Goods doesn't apply.

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Dispute Resolution

- Both parties agree to resolve disputes through binding arbitration, not lawsuits.
- Arbitration will be conducted by JAMS under their Streamlined Rules.
- The arbitration will:
- Take place in San Francisco, California.
- Be conducted in English.
- Be handled by one arbitrator.
- Remain confidential.
- Class actions and class arbitrations are not permitted.
- Either party can seek injunctive relief in court for IP or confidentiality violations.
- You can opt out of arbitration within 30 days of accepting these terms by emailing legal@arcade.dev.