Please read these Terms of Service (these “Terms”) carefully before using the services offered by Arrays Software, LLC, a Delaware limited liability company ("Arrays," "we" or "us"). These Terms set forth the terms, conditions, and limitations of your use of http://arrays.co (the "Site") and the Arrays data visualization platform (collectively, the "Arrays Platform") (the “Arrays Platform” with the Site, the "Services").

Before using the Services, you are required to read, understand, and agree to these Terms. You may only register and create an account after reading and accepting the Terms. 

Introduction.  By using the Services, you agree to be bound by the terms and conditions  contained herein (the “Terms”), which also incorporate Arrays's Privacy Policy and all other operating rules,  policies and procedures that may be published from time to time on the Site  or through the Services by Arrays, each of which is incorporated by reference  and each of which may be updated by Arrays from time to time without notice  to you in accordance with the terms set out below. In addition, some services  offered through the Services may be subject to additional terms and  conditions specified by Arrays from time to time. Your use of such services  is subject to those additional terms and conditions, which are incorporated  into these Terms by this reference. These Terms apply to all users of the  Services. If you do not agree to the terms and conditions contained in these  Terms, you may not access or otherwise use the Services. 

We  may, in our sole discretion, modify these Terms with or without notice to  you. The "Last Updated" date at the top of these Terms will  indicate when the latest modifications were made. By continuing to access and  use the Services after these Terms has been modified, you are agreeing to  such modifications. Therefore, you should review these Terms prior to each  use of the Services. In addition, when using particular services or features  or making purchases on the Services, you shall be subject to any posted  guidelines or policies applicable to such services, features or purchases  that may be posted from time to time. All such guidelines or policies are  hereby incorporated by reference into these Terms.

You  represent and warrant that if you are an individual, you are of legal age to  form a binding contract, or that if you are registering on behalf of an  entity, that you are authorized to enter into, and bind the entity to, these  Terms and register for the Services.

Arrays  may, in its sole discretion, refuse to offer the Services to any person or  entity and change its eligibility criteria at any time. You are solely  responsible for ensuring that these Terms are in compliance with all laws,  rules, and regulations applicable to you and the right to access the Services  is revoked where these Terms or use of the Services is prohibited and, in  such circumstances, you agree not to use or access the Site or Services in  any way.

Service usage; Termination of usage.  As a condition to using the Services, you are required to register with Arrays  and select a user ID ("Arrays User ID"). You hereby acknowledge and  agree to provide Arrays with accurate, complete, and updated registration  information. Failure to do so shall constitute a breach of these Terms, which  may result in immediate termination of your account. You may not: (i) select  or use as an Arrays User ID a name of another person with the intent to  impersonate that person; (ii) use as an Arrays User ID a name subject to any  rights of a person other than you without appropriate authorization. Arrays  reserves the right to refuse registration of, or cancel an Arrays User ID in  its discretion. You shall be responsible for maintaining the confidentiality  of your Arrays password, and are fully responsible for all activities that  occur under Arrays User ID. You agree it is your responsibility to: (a)  immediately notify Arrays of any unauthorized use of your Arrays User ID or  any other breach of security; and (b) ensure that you exit from your account  at the end of each session.

You  further agree that you will not access the Services by any means except  through the interface provided by Arrays for access to the Services. Creating  or maintaining any link from another website or application to any page or  functionality on the Services without the prior written authorization of Arrays  is prohibited. Running or displaying the Services or any information or  material displayed on the Services in frames or through similar means on  another website or application without the prior written authorization of Arrays  is prohibited. Any permitted links to the Services must comply with all  applicable laws, rules, and regulations.

These  Terms are effective unless and until terminated by either you or Arrays. You  may terminate these Terms at any time, provided that you discontinue any  further use of the Services. Arrays also may terminate or suspend these  Terms, at any time, without notice, and accordingly deny you access to the  Services, for any reason, including without limitation, if in Arrays's sole  discretion you fail to comply with any term or provision of these Terms or  your use is harmful to the interests of another user or Arrays and its  Affiliated Parties (as defined below), and/or their respective business  partners. Upon any termination of the Terms by either you or us, you must  promptly stop using the Services and destroy all materials downloaded, as  well as all copies of such materials, whether made under the Terms or  otherwise. Any fees paid hereunder are non-refundable. All provisions of  these Terms which by their nature should survive termination shall survive  termination, including, without limitation, ownership provisions, warranty  disclaimers, indemnity, limitations of liability, and any provisions  regarding your use of confidential and/or proprietary information. 

Arrays  reserves the right at any time and from time to time to modify or  discontinue, temporarily or permanently, the Services (or any part thereof)  with or without notice. Except as otherwise expressly stated in these Terms,  you agree that Arrays and its Affiliated Parties (as defined below) shall not  be liable to you or to any third party for any modification, suspension or  discontinuation of the Services.

Arrays  does not guarantee that the Services will be operable at all times or during  any down time caused by any of the following: (i) caused by outages to any  public Internet backbones, networks or servers; (ii) failures of your  equipment, systems or local access services; (iii) previously scheduled  maintenance; or (iv) events beyond Arrays’s (or affiliated parties’) control  such as strikes, riots, insurrection, fires, floods, explosions, war,  governmental action, labor conditions, earthquakes, natural disasters, or  interruptions in Internet services to an area where Arrays (or its affiliated  parties) or your servers are located or co-located.

Support.   Arrays will make available to Customer  all generally available, as part of the Services, enhancements, updates and  bug fixes to the Services. Arrays is available to receive product support  inquiries via email or the Arrays website 24 hours per day. Arrays Standard  Support Hours are 09:00 to 17:00 Pacific Time Monday through Friday for  technical information, technical advice and technical consultation regarding your  use of the Services. 

Use  of data provided to you by Arrays; Data Protection.  The Arrays Platform utilizes information transmitted to the Services by you  and your users (“Customer Data”). As between Arrays and you, you own all  right, title, and interest in and to the Customer Data, including all  intellectual property rights therein. Arrays agrees that it may only use  Customer Data for the purpose of providing the Services to you; provided,  however, that Arrays may retain a copy of the Customer Data as necessary to  comply with applicable law. Arrays will take reasonable technical and  organizational measures designed to keep the Customer Data secure and to  protect it against accidental loss or unlawful destruction, alteration,  disclosure or access.  You  acknowledge and agree that no personally identifiable information is required  for the Services and you will use your commercially reasonable efforts to  prevent sharing of such information with the Services and Arrays. Arrays  reserves the right to remove or disable access to any Customer Data that  violate any criminal or civil law, including data that violate privacy rights  or constitute an infringement of intellectual property or other proprietary  rights. Arrays shall have no liability to you in the event that Arrays takes  such action. Upon mutual agreement between you and Arrays, you may publish  your visualizations to the index page on the Site, where it becomes available  for the general public to view. Arrays shall have no liability to you  resulting from such publishing and Arrays reserves the right to remove such  visualizations from the Site at any time and for any reason. 

Terms  of usage. As a condition to your use of the Services and  in addition to any other limitations imposed on your use of the Services  under these Terms, you agree not to engage in any of the following prohibited  activities: (i) using any automated system, including without limitation  “robots,” “spiders,” “offline readers,” etc. or any other mediums to access  or disrupt the Services; (ii) transmitting spam, chain letters, or other  unsolicited email; (iii) attempting to interfere with or compromise the  system integrity or security of the Services; (iv) uploading invalid data,  viruses, worms, or other software agents to the Services; (v) collecting or  harvesting any personally identifiable information from the Services or from  any users of the Services; (vi) using the Services for any commercial  solicitation purposes; (vii) modifying or otherwise making any derivative  uses of the Services or its content; (viii) decompiling, disassembling,  reverse engineering, or otherwise attempting to derive the source code from  the Services or any software associated with the Services; (ix) altering or  removing any copyright, trademark, or other protective notices contained in  or on any portion of the Services; (x) sell or commercially use the Services  or any content therein; (xi) submitting any content or information that  violates any intellectual property rights (including moral rights) of any  third party; or (xii) submitting any content or information that is  reasonably considered to be unlawful, offensive, obscene, lewd, lascivious,  filthy, violent, threatening, harassing, or abusive, or that are otherwise  reasonably objectionable to the Arrays.

Fees and payment. Your usage of the Services under these Terms will  require payment of fees. Arrays reserves the right to change its pricing and  to institute new charges at any time, including the addition of fees for  premium tools or other fees charged to Arrays by third-party vendors, upon  prior notice to you. Notice of any changes to our pricing may be sent to you  directly by email or posted on the Site. All fees are indicated in United  States dollars. Any outstanding balances will become automatically due and  payable upon termination of Service, for any reason, and any collection  expenses (including attorneys’ fees) incurred by Arrays will be included in  the amount owed. You will be billed on a monthly basis, at the current  pricing rates for your chosen package (including any overage charges), in  arrears. All fees due under  these Terms are non-cancelable and the sums paid nonrefundable. 

Privacy.  Use of the Services is subject to the terms of our Privacy Policy, which is hereby incorporated into and made part of these Terms. Please  carefully review our Privacy Policy. By using the Services, you acknowledge  that you have read, and you agree to be bound by, the terms of our Privacy  Policy. We reserve the right, and you authorize us, to use information  regarding your use of the Services, account registration, and any other  personal information provided by you in accordance with our Privacy Policy.  You further acknowledge and agree that any disputes related to the Privacy  Policy, including any breaches in security or privacy, will be subject to the  limitations on liability, dispute resolution and arbitration provisions contained in these Terms. Arrays does not knowingly collect any personal  information from children under the age of 13.

GENERAL DISCLAIMERS; LIMITATION  OF LIABILITY. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.  THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS  AVAILABLE" BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS,  ARRAYS, ITS SUBSIDIARIES AND OTHER AFFILIATED COMPANIES AND THEIR RESPECTIVE  OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES (COLLECTIVELY,  "AFFILIATED PARTIES") 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 AND  NON-INFRINGEMENT.

EXCEPT  AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS, ARRAYS AND ITS AFFILIATED  PARTIES MAKE NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS,  (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C)  THE INFORMATION THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE  ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER  MATERIAL OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS,  AND (E) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. ANY MATERIAL DOWNLOADED  OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN  DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR  COMPUTER SYSTEM, YOUR MOBILE DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE  DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR  WRITTEN, OBTAINED BY YOU FROM ARRAYS AND ITS AFFILIATED PARTIES OR ON OR  THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE  TERMS.

ARRAYS  AND ITS AFFILIATED PARTIES SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR  ANY DAMAGES OF ANY KIND ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THE  USE OF OR INABILITY TO USE THE SERVICES, INCLUDING ANY LIABILITY (A) AS A  PUBLISHER OF INFORMATION, (B) FOR ANY INCORRECT OR INACCURATE INFORMATION,  (C) FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF YOUR TRANSMISSIONS OR  DATA, (D) FOR STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES, OR  (E) FOR ANY OTHER MATTER RELATING TO THE SERVICES OR ANY THIRD PARTY WEBSITE  OR APPLICATION. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES  TO ALL DAMAGES OF ANY KIND, INCLUDING ANY DIRECT, INDIRECT, SPECIAL,  INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS,  LOSS OF PROFITS, LOSS OF GOOD WILL, LOSS OF USE, LOSS OF DATA, COST OF PROCURING  SUBSTITUTE GOODS, SERVICES OR INFORMATION, LITIGATION OR THE LIKE), WHETHER  BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE),  PRODUCT LIABILITY OR OTHERWISE, EVEN IF AN INDIVIDUAL ADVISES OF THE  POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN  ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ARRAYS AND YOU.  THE INFORMATION AND SERVICES OFFERED ON AND THROUGH THE SERVICES WOULD NOT BE  PROVIDED WITHOUT SUCH LIMITATIONS. NOTWITHSTANDING THE FOREGOING, THE SOLE  AND ENTIRE MAXIMUM LIABILITY OF ARRAYS AND AFFILIATED PARTIES FOR ANY REASON,  AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OR CLAIM WHATSOEVER, SHALL  BE LIMITED TO THE AMOUNT PAID BY YOU FOR ANY INFORMATION OR SERVICE PURCHASED  BY YOU FROM ARRAYS ON THE SERVICES DURING THE THREE MONTH PERIOD IMMEDIATELY  PRECEDING THE DATE OF THE RELEVANT CLAIM. YOU ACKNOWLEDGE AND AGREE THAT IF  YOU HAVE NOT PAID ARRAYS ANY AMOUNTS FOR ANY INFORMATION OR SERVICE PRIOR TO  THE DATE ON WHICH YOU FIRST ASSERT ANY CLAIM, YOUR SOLE AND EXCLUSIVE REMEDY  FOR ANY DISPUTE WITH ARRAYS IS TO STOP USING THE SERVICES AND CANCEL YOUR  ACCOUNT.

SOME  JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE  LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES.  ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO  YOU. IN SUCH JURISDICTIONS, THE EXCLUSIONS AND LIABILITY ARE LIMITED TO THE  FULLEST EXTENT PERMITTED BY LAW.

Indemnification. You  agree to indemnify, defend and hold harmless Arrays and its Affiliated  Parties, and their respective business partners, against all claims, demands,  causes of action, losses, expenses, damages and costs, including any  reasonable attorneys' fees, resulting or arising from or relating to your use  of or conduct on the Site or the Services, any activity related to your Arrays  User ID by you or any other person, any material that you submit to, post on  or transmit through the Services, your breach of these Terms, your  infringement or violation of any rights of another, your alleged failure to  comply with your terms or use, and/or privacy policy, your use of the  Services in violation of any applicable law, rules or regulations, or  termination of your access to the Services. Arrays reserves the right to  assume the exclusive defense and control of any matter otherwise subject to  indemnification by you, in which event you will assist and cooperate with Arrays  in asserting any available defenses.

Marketing. By  agreeing to use the Services, you, on behalf of your organization, expressly  authorize Arrays, to produce, publish, and share a case study on Arrays’s  website about your organization’s use of Arrays, and allow Arrays to use your  organization’s name and logo in self-promotional materials such as press  releases, advertisements, brochures, etc., without compensation.

Filtering.  Pursuant to 47 U.S.C. Section 230 (d) as amended, we hereby notify you that  parental control protections (such as computer hardware, software, or  filtering services) are commercially available that may assist you in  limiting access to material that is harmful to minors. Information  identifying current providers of such protection is available at http://www.staysafeonline.org.

Applicable law; Dispute  resolution. The Services are controlled and operated by Arrays  from within the United States of America, and is intended for use only by  residents of the United States. Arrays makes no representations or warranties  that the content or materials of the Services are appropriate or lawful in  any foreign countries, or that any items or applications offered for sale or  download through links on the Services will be available outside the United  States. Those who choose to access the Services from other locations do so on  their own initiative and are responsible for compliance with local laws, if  and to the extent local laws are applicable. 

You  agree that all disputes or claims relating your use of the Services will be  resolved individually (not in a class or consolidated) and through binding  arbitration as opposed to State or Federal court only after you have  contacted Arrays with your concern. You agree the arbitration shall be  conducted by the American Arbitration Association and under its rules. You  agree the arbitrator will apply the substantive laws of the State of Washington.  Visit www.adr.org  for more information. Additionally, you agree that all arbitration hearings  shall be conducted by phone or through the submission of documents unless  otherwise mutually agreed upon. However, if your claims qualify for “small  claims” court, Arrays agrees you may file your claim in “small claims” court.  Given the above language, you expressly grant Arrays the authority to file  injunctive or other equitable relief in a court of competent jurisdiction to  prevent or halt the breach of any terms of use or conditions stated in these  Terms. For any claims against Arrays  filed in a contrary manner to these Terms, you agree that Arrays may file a  claim to recover attorneys’ fees in a court of competent jurisdiction.

Severability; Interpretation;  Entire agreement; Headings. When used in these Terms, the  term "including" shall be deemed to be followed by the words  "without limitation." This Terms of Service is the  entire agreement between Arrays and you and supersedes any prior written or  oral agreements. If any provision of these Terms becomes invalid, illegal,  void, or unenforceable under any applicable law, each such provision shall be  deemed amended to conform to applicable law; or, if it cannot be amended  without materially altering the terms of this Terms of Service, such  provision shall be deleted. The failure of Arrays to enforce any right or  provision of these Terms does not constitute a waiver of that right or a  waiver of future enforcement. The headings provided in these Terms are for your reference only  and shall not limit or otherwise affect the meaning of any provision in these  Terms.

Miscellaneous.  The failure of Arrays and its Affiliated Parties to insist upon strict adherence  to any term of these Terms shall not constitute a waiver of such term and  shall not be considered a waiver or limit that party's right thereafter to  insist upon strict adherence to that term or any other term of these Terms.

You  agree that regardless of any statute or law to the contrary, any claim of  cause of action arising from or relating to use of the Services or these  Terms must be filed within one year after such claim or cause of action  arose, or will be forever barred. The "General Disclaimers; Limitation  of Liability" provisions of these Terms are for the benefit of Arrays  and its Affiliated Parties as defined herein, and each of these individuals  or entities shall have the right to assert and enforce these provisions  directly against you on its own behalf.

Copyright  Policy. We respect the intellectual property rights of  others and require that Service users do the same. If you believe that your  proprietary work has been copied in a way that constitutes copyright  infringement, please forward the following information to Arrays at support@arrays.co,  designated as such pursuant to the Digital Millennium Copyright Act, 17  U.S.C. 512(c)(2), named below:

  1. A physical signature of       the person authorized to act on behalf of the owner of the copyright;
  2. A description of the       copyrighted work that you claim has been infringed;
  3. A description of where the       material that you claim is infringing is located on the Services;
  4. Your address, telephone       number, and email address;
  5. A statement by you that       you have a good faith belief that the disputed use is not authorized by       the copyright owner, its agent, or the law; and

A statement by you, made under penalty of perjury, that the above  information in your notice is accurate and that you are the copyright owner  or authorized to act on the copyright owner's behalf

Language.  Where Arrays has provided you with a translation of the English language  version of these Terms, then you agree that the translation is provided for  your convenience only and that the English language versions of the Terms  will govern your relationship with Arrays. If there is any contradiction  between what the English language version of these Terms says and what a  translation says, then the English language version shall take precedence.

Assignment.  You agree and consent that the agreement between you and Arrays, as evidenced  in these Terms, and any information collected about you, including any  information collected per the Privacy Policy, can be sold, assigned,  transferred, or otherwise conveyed to a third party as part of a merger,  acquisition, reorganization, sale of the assets, in the event of a  bankruptcy, or any other such change of control situation. Additionally, you  agree that these Terms continues to bind you and guide the terms and  conditions of your use of the Services in any of the foregoing circumstances.

Contact Information.  If you have any comments, questions, or complaints regarding these Terms or  the Services, or wish to report any violation of these Terms, please contact us.  We will address any issue to the best of our abilities as soon as possible.