Terms and Conditions
Last Updated: June 2, 2025
These Self-Service Subscription Terms and Conditions (“Terms”), any Order entered hereunder (if applicable), and any terms linked to or referenced in these Terms or an Order (collectively, the “Agreement”) are entered into between Arthur AI, Inc. (“Arthur”) and the Subscriber identified in the applicable Order (each a “Party” and collectively, the “Parties”). These Terms are effective as of the Order Effective Date. By accessing or using the Arthur Platform in any way, including, without limitation, by clicking “I accept” when presented with these Terms in connection with the Arthur Platform, Subscriber agrees to be bound by these Terms. If Subscriber does not accept these Terms and/or Subscriber does not meet or comply with their provisions, Subscriber may not use the Arthur Platform.
1. PROVISION OF THE ARTHUR PLATFORM
1.1. Arthur Platform. Arthur provides a proprietary platform service designed to allow subscribers to deliver content to digital devices and products (the “Arthur Platform”), as further described in the then-current version of any technical documentation provided to Subscriber by Arthur or available on Arthur’s website (“Documentation”). The Arthur Platform is provided on a subscription basis for the Subscription Term.
1.2. Access to the Arthur Platform: Individual Subscribers. To the extent Subscriber is an individual purchasing a subscription for Subscriber’s individual use, Subject to Subscriber’s compliance with the terms and conditions herein, Arthur hereby grants to Subscriber a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Arthur Platform for individual’s personal, non-commercial use.
1.3. Access to the Arthur Platform: Commercial Entities. To the extent Subscriber is a business organization or is purchasing a subscription for commercial use (an “Organization”), this Section 1.3 shall apply in lieu of Section 1.2.
1.3.1. Access Grant. Subject to Subscriber’s compliance with the terms and conditions herein (including any Order), Arthur hereby grants to Subscriber a limited, revocable, non-exclusive, non-transferable right for Permitted Users (as defined below) to access and use the Arthur Platform solely for Subscriber’s internal business purposes, during the Subscription Term (defined in Section 4.1). A “Permitted User” shall mean (a) an employee or independent contractor of Subscriber or (b) an affiliate of Subscriber, provided that, Subscriber will be jointly and severally liable with such affiliate for all acts and omissions of each affiliate while using the Arthur Platform. No affiliate of Subscriber shall have the right to take any legal action against Arthur under these Terms or any Order unless such affiliate has entered into a direct Order with Arthur.
1.3.2. Permitted Users. Subscriber shall cause each Permitted User to comply with the terms of the Agreement. Subscriber is solely responsible for all Permitted Users' access to and use of the Arthur Platform, and all use of Subscriber’s account or log-in credentials. Subscriber is responsible for maintaining the confidentiality of all usernames, passwords, and other log-in credentials used to access or use the Arthur Platform. Subscriber will promptly notify Arthur of any misuse or unauthorized use of log-in credentials or other unauthorized access to or use of the Arthur Platform of which Subscriber suspects or becomes aware. Permitted Users cannot be direct competitors of, or employed by competitors of, Arthur.
1.3.3. Separate Affiliate Ordering. Subject to the Parties executing a mutually agreed upon Order, affiliates of Subscriber may purchase a subscription to the Arthur Platform, hosted on a separate instance, by signing an Order that references these Terms directly with Arthur (or a Arthur affiliate as applicable to the affiliate’s location), which will establish a new and separate agreement between the affiliate of Subscriber and the Arthur entity signing such Order. If such affiliate resides in a different country than Subscriber, such affiliate’s Order may include modifications particular to international transactions (e.g., tax rates and governing law).
1.4. Restrictions. Subscriber shall not (and shall not allow any Permitted User to): (a) use the Arthur Platform in a manner that violates any applicable laws; (b) grant third parties permission to use the Arthur Platform (except Subscriber Affiliates in accordance with Section 1.3.3 above) or resell, transfer, pledge, lease, rent, or share Subscriber`s rights under these Terms; (c) modify, remove or amend Arthur’s trademarks, name or logo; (d) update, reproduce, duplicate, copy all or any part of the Arthur Platform; (e) use the Software for the benefit of any third party, or to develop or market any product, software or service that is functionally similar to or derivative of the Arthur Platform, or for any other purpose not expressly permitted herein; (f) access or attempt to access any of Arthur’s systems, programs or data that are not made available for public use, or attempt to bypass any of the Arthur Platform’s security and traffic management devices; (g) use the Arthur Platform for benchmarking or to developing a product which is competitive with any Arthur products or services; or (h) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code, object code or underlying ideas, structure, know-how, algorithms, file formats or programming or interoperability interfaces relevant to the Arthur Platform or any software, documentation or data related to the Arthur Platform by any means whatsoever.
1.5 Modification. Arthur may discontinue or alter any aspect of the Arthur Platform, restrict the time the Arthur Platform is available, and restrict the amount of use permitted at Arthur’s sole discretion and without prior notice or liability to Subscriber. Arthur may also install bug fixes, updates, patches, and other upgrades to the Arthur Platform without prior notice or liability to Subscriber. Subscriber’s only remedy is to discontinue using the Arthur Platform if it does not want a modification Arthur makes to the Arthur Platform.
1.6 Removal of Access. Subscriber agrees that Arthur may immediately suspend or terminate Subscriber’s or any Permitted User’s access to the Arthur Platform or any part thereof for any reason, in Arthur’s reasonable discretion. Cause for such measures include, without limitation: (1) breach or violation of the Agreement; (2) unexpected technical or security issues or problems; (3) extended periods of inactivity; or (4) Subscriber’s engagement in fraudulent or illegal activities. Subscriber further agrees that such measures may be taken in Arthur’s sole discretion and without liability to Subscriber or any third party.
2. OWNERSHIP
2.1. Subscriber Data. Arthur acknowledges and agrees that as between Arthur and Subscriber, Subscriber shall retain all of its right, title, and interest in and to the Subscriber Data, and this Agreement in no way conveys to Arthur any additional rights in the Subscriber Data other than the limited right to use the Subscriber Data as provided herein. Subscriber hereby grants to Arthur a limited, non-exclusive, royalty-free right to use, reproduce, manipulate, display, transmit, and distribute Subscriber Data to provide the Arthur Platform to Subscriber and perform its obligations and exercise its rights under this Agreement. The content of Subscriber Data shall be Subscriber’s sole responsibility. Subscriber Data shall not include content that (a) is unlawful, illegal, or violates the rights of any third party, (b) constitutes protected health information under applicable law, or (c) could harm or disrupt the Arthur Platform or another subscriber’s use of the Arthur Platform. Arthur may process, use, retain, and share data related to Subscriber’s and/or its Permitted Users’ access, use, and interaction with the Arthur Platform and its features (“Usage Data”) for Arthur’s legitimate business purposes, including, but not limited to, testing, security, troubleshooting, developing, creating, and operating the Arthur Platform in Arthur’s discretion. As used herein, “Subscriber Data” means any data, information, or content which Subscriber or a Permitted User inputs into, submits, or transmits to the Arthur Platform.
2.2. Arthur Technology. Subscriber acknowledges that it is obtaining only a limited right to use the Arthur Platform as set forth in the Agreement. As between Subscriber and Arthur, Arthur and its suppliers or licensors exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in and to the Arthur Platform, including any and all related and underlying software (including mobile applications, extensions and interfaces), databases, technology, and all copies, modifications and derivative works thereof, the documentation, and all system performance data and machine learning, including machine learning algorithms, data used for optimization and services improvement (including without limitation Usage Data), and the results and output of such machine learning (collectively, “Arthur Technology”). Arthur Technology is protected by copyright, trade secret, patent, and other intellectual property laws, and all rights in the Arthur Technology not expressly granted to Subscriber in these Terms are reserved.
2.3. Feedback. Subscriber, from time to time, may submit comments, information, questions, data, ideas, descriptions of processes, or other information relating to the Arthur Platform to Arthur (“Feedback”). Subscriber agrees that Arthur may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise, provided Subscriber shall not be identified in connection with any such Feedback without Subscriber’s written consent in its sole discretion.
3. ORDERS, FEES, AND PAYMENT
3.1. Orders. If applicable, all orders for the Arthur Platform (each, an “Order”) placed by Subscriber are subject to Arthur’s acceptance. All Orders shall, at a minimum, identify the Subscription Term, quantities, price, and taxes. Arthur reserves the right to cancel or refuse any Order for any reason at any time, including after an Order has been submitted, whether or not the Order has been confirmed.
3.2. Fees. All fees are as set forth on Arthur’s website and in an applicable Order. Except as otherwise agreed in an Order, fees shall be due and payable upon the date of the Order and will be charged to Subscriber’s credit card on file at that time (“Payment Method”). Subscriber represents and warrants that such information is true and that Subscriber is authorized to use the Payment Method. Subscriber hereby authorizes Arthur through Arthur’s third-party payment processor to bill the Payment Method. If any bank or other financial institution refuses to honor any payment, Arthur may charge Subscriber a fee up to the maximum amount permitted under applicable law. By providing a Payment Method, Subscriber authorizes Arthur to keep such Payment Method on file and charge the fees, charges, or other amounts related to Subscriber’s Order. If Subscriber wants to use a different Payment Method than the one Subscriber signed up to use during registration, or if there is a change in Subscriber’s credit card validity or expiration date, Subscriber may edit Subscriber Payment Method information by logging in to Subscriber’s account and viewing Subscriber’s account details. If Subscriber’s Payment Method expires and Subscriber does not edit the Payment Method information or cancel Subscriber’s account, Subscriber authorizes Arthur to charge Subscriber, and Subscriber will remain responsible for any uncollected amounts. Arthur may reasonably increase the fees from time to time. All pricing terms in an Order are confidential, and Subscriber agrees not to disclose them to any third party. Without limiting any of its other rights in law or equity, subject to Section 4.3 herein, in the event any fees are past due, Arthur may suspend its obligations under these Terms and Subscriber’s access to the Arthur Platform.
3.3. Taxes. All amounts due under any Order are non-cancellable, non-refundable, and exclusive of all sales, use, excise, service, value added, or other taxes, duties and charges of any kind. Unless Subscriber timely provides Arthur with a valid certificate of exemption, Subscriber shall be solely responsible for all such taxes, duties and charges (except for taxes imposed on Arthur’s U.S. income), which may be invoiced by Arthur from time-to-time. Subscriber will indemnify, defend, and hold Arthur harmless from any such taxes, fines, or interest owed by Subscriber under these Terms, any Order, or applicable law.
3.4. Payment Processing Provider. In the event a payment is made, Arthur uses a third-party payment provider for payment services (e.g., card acceptance, merchant settlement, and related services). By subscribing to the Arthur Platform, Subscriber agrees to be bound by such third party’s privacy policy and terms of service and hereby consents and authorizes Arthur and such third party payment provider to share any information and payment instructions Subscriber provides with one or more third party service provider(s) to the minimum extent required to complete your transactions.
4. TERM; TERMINATION
4.1. Subscription Term. The term of this Agreement shall commence on the Effective Date and continue for as long as an Order remains in effect. The initial subscription term for the Arthur Platform and any subsequent renewal terms shall be set forth in an applicable Order. The initial subscription term and any renewal term are collectively referred to as the “Subscription Term”. Subscriber may cancel its subscription at any time, provided that no such cancelation shall entitle Subscriber to any refund of fees paid to Arthur.
4.2. Termination for Breach. Either Party may terminate the Agreement if the other Party materially breaches its obligation hereunder and fails to cure such breach within thirty (30) days after receipt of written notice from the non-defaulting Party.
4.3. Other Terminations. Arthur may terminate the Agreement (and any or all applicable Order), or suspend or terminate Subscriber’s access to the Arthur Platform immediately if (a) Subscriber becomes the subject of any voluntary or involuntary petition in bankruptcy or any voluntary or involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing, (b) Subscriber is past due on any owed fees and fails to cure within twenty-one (21) days’ notice, (c) it is necessary to prevent violation of the Agreement or misuse of the Arthur Platform, or (d) it is necessary to comply with applicable laws.
4.4. Effect of Termination. On termination or expiration of the Agreement and subject to payment of all amounts then due and owing, upon Subscriber’s written request, (a) Arthur will provide a copy of Subscriber Data in Arthur’s possession to Subscriber in Arthur’s standard database export format within thirty (30) days following termination or expiration. Arthur is not obligated to maintain Subscriber Data for more than thirty (30) days following termination or expiration of the Subscription Term; and (b) Subscriber will (i) discontinue all access and use of the Arthur Platform and all related rights granted to Subscriber herein will terminate immediately, automatically, and without notice and (ii) Subscriber will remain liable for all payments due to Arthur with respect to the period ending on the date of termination (including any fees and expenses that had not been invoiced prior to termination). Sections 2, 3, 4.4, 5, 6.3, 7, 8, and any other provision of these Agreement that by its nature is intended to survive will survive any termination or expiration of the Agreement.
5. CONFIDENTIAL INFORMATION
5.1. Confidentiality. Each Party (as “Receiving Party”) hereto acknowledges that the Confidential Information of the disclosing party (“Disclosing Party”) constitutes valuable confidential and proprietary information. Each Party will (i) hold the Confidential Information of the other Party in confidence, (ii) not disclose to any other person or use such Confidential Information or any part thereof, except in connection with the limited purpose of performing its obligations pursuant to the terms and conditions herein and except if compelled to do so under applicable law and has delivered a written notice to that effect to the Disclosing Party and taken all reasonable steps to avoid the disclosure of such Confidential Information, and (iii) use at least the same degree of care with respect to the other Party’s Confidential Information as it uses to avoid the unauthorized use, disclosure or dissemination of its own Confidential Information of a similar nature, but not less than reasonable care. Each Party will disclose the other Party’s Confidential Information, to the extent such disclosure is permitted under the terms and conditions herein, to its employees and agents on a “need to know” basis; provided in each case that such employees and agents are bound by confidentiality obligations similar to those herein.
5.2. Confidential Information Defined. “Confidential Information” means any proprietary information, trade secret and other information, which is disclosed by a Party to the other Party, whether tangible or intangible, including, but not limited to, the terms and conditions herein and information relating to the Arthur Platform, technical and financial information and any improvements, enhancements, product specifications and plans, technical data, know-how, show-how, techniques, algorithms, routines, compositions, processes, formulas, methods, designs, design rules, drawings, flow charts, samples, inventions (whether reduced to practice or not), discoveries, concepts, ideas, past, current and planned research, development or experimental work, hardware, software (object code and source code), databases, systems, structures, architectures, current and planned distribution methods and processes, customer lists, current and anticipated customer requirements, price lists and market studies, provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Arthur’s Confidential Information includes but is not limited to, the features, functionality and content of the Arthur Platform and any planned modifications or updates thereto, fees and pricing information. Confidential Information does not include information which (a) is or becomes publicly known through no act or omission of the Receiving Party; (b) was in the Receiving Party’s lawful possession prior to the disclosure; (c) is rightfully disclosed to the Receiving Party by a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party, which independent development can be shown by written evidence.
5.3 Processing of Personal Information. Subscriber agrees that Arthur shall process personal information on Subscriber’s behalf as necessary to provide you with the applicable products and services, in accordance with our privacy policy, available at https://www.arthur.ai/privacy.
6. WARRANTIES AND DISCLAIMER
6.1. Mutual. Each Party represents and warrants that: (a) it has the requisite power and authority to enter into and carry out the terms and conditions herein without the consent of any third party; (b) its performance under the Agreement will not conflict with any other obligation it may have to any third party; and (c) as of the Order Effective Date, there are no proceedings pending or, to the knowledge of a Party, threatened or reasonably anticipated that challenges or may have a material adverse effect on the Agreement.
6.2. Limited Warranty. Arthur warrants that: (a) it will provide the Arthur Platform in a professional and workmanlike manner; and (b) the Arthur Platform, if used in accordance with the terms and conditions herein, will substantially conform to the Documentation. Subscriber’s sole remedy for Arthur’s breach of the warranty in this Section 6.2 shall be that Arthur will remedy the applicable error, or if Arthur determines such remedy to be impracticable, Subscriber shall have the right to terminate the Agreement (and the applicable Order) as provided in Section 4.2 herein.
6.3. Warranty Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 6.2, TO THE FULLEST EXTENT PERMITTED BY LAW, THE ARTHUR PLATFORM, ARTHUR TECHNOLOGY, AND DOCUMENTATION IS PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. NEITHER ARTHUR NOR ANY OF ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LOSS OF DATA, TITLE OR NON-INFRINGEMENT. ARTHUR SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF ARTHUR. ARTHUR DOES NOT WARRANT THAT THE ARTHUR PLATFORM WILL BE FREE FROM VIRUSES OR OPERATE ERROR FREE OR UNINTERRUPTED.
6.4.Responsibility for Use. Subscriber will be solely responsible for any services that it provides to others involving the use of the Arthur Platform, any output thereof (“Output”), or Subscriber Data. Arthur makes no representations concerning the completeness, accuracy, or utility of any Services or any Subscriber Data in the Arthur Platform or any Output. Subscriber shall be solely responsible for ensuring accuracy, completeness and compliance of any Output provided to any third party, and all liabilities and responsibilities in connection with such Output, and Arthur shall not be responsible for the accuracy, completeness, or compliance thereof. Neither Subscriber nor any other person will have any claim or cause of action against Arthur as a result of any professional or other services rendered or withheld in connection with the use of the Arthur Platform, Subscriber Data, or Output. Subscriber shall be solely responsible for any decisions made using the Subscriber Data or the Output.
7. INDEMNIFICATION. Subscriber shall defend Arthur and its shareholders, partners, members, directors, officers, employees, lenders, successors and assigns (“Arthur Indemnified Parties”), from and against any civil, criminal, administrative, regulatory or investigative action or proceeding commenced or threatened by a third party, including, without limitation, governmental authorities and regulatory agencies, however described or denominated (each, a “Claim”) and indemnify and hold harmless the Arthur Indemnified Parties against any judgments, settlements, awards, damages, fines, losses, charges, liabilities, penalties, interest claims (including taxes and all related interest and penalties incurred directly with respect thereto), however described or denominated, and all related reasonable costs, expenses and other charges (including all reasonable attorneys' fees and reasonable internal and external costs of investigations, litigation, hearings, proceedings, document and data productions and discovery, settlement, judgment, award, interest and penalties), however described or denominated (collectively, “Losses”) arising out of or relating to (a) Subscriber’s or any Permitted User’s use of the Arthur Platform in violation of the Agreement or (b) Subscriber’s service offerings or Subscriber Data.
8. LIMITATION OF REMEDIES AND DAMAGES
8.1. Disclaimer of Indirect Damages. EXCEPT AS SET FORTH IN SECTION 8.3, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF REVENUE, SAVINGS OR DATA) ARISING IN CONNECTION WITH THE AGREEMENT OR THE USE OF THE ARTHUR PLATFORM OR ARTHUR TECHNOLOGY BASED ON ANY THEORY OF CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2. Damages Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT WITH RESPECT TO SECTION 8.3, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE AMOUNT OF FEES PAID BY SUBSCRIBER TO ARTHUR FOR THE ARTHUR PLATFORM UNDER THE AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE ACT THAT GAVE RISE TO THE LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING TYPES OF LOSSES OR DAMAGE.
8.3. Exceptions to Limitations. NOTHING IN THE AGREEMENT EXCLUDES OR LIMITS EITHER PARTY’S LIABILITY FOR: (A) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (B) UNAUTHORIZED USE OR MISUSE OF THE ARTHUR TECHNOLOGY; OR (C) SUBSCRIBER’S INDEMNIFICATION OBLIGATIONS HEREIN. THE PARTIES AGREE THAT THE LIMITATIONS SPECIFIED IN THIS SECTION 8 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
9. GENERAL
9.1. Assignment. The Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns. Neither Party may assign the Agreement except upon the advance written consent of the other Party, except that either Party may assign the Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such Party’s assets or voting securities without the other Party’s consent.
9.2. Severability. If any provision of these Terms shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that these Terms shall otherwise remain in effect.
9.3. Governing Law; Jurisdiction and Venue. The Uniform Computer Information Transactions Act does not apply to this software as a service agreement or orders placed under it. Excluding conflict of laws rules, the Agreement shall be governed by and construed under the laws of State of New York. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the competent state courts in the State of New York, County of New York. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act, as currently enacted by any jurisdiction or as may be codified or amended from time to time by any jurisdiction, do not apply to the Agreement.
9.4. Use of Names. Subscriber may not use Arthur’s names, trademarks, trade names, service marks, insignia, or logos ("Marks") without Arthur’s prior written consent. Notwithstanding the foregoing, Arthur may disclose Subscriber as a customer of Arthur and use Subscriber’s Marks on Arthur’s website and in Arthur’s promotional materials.
9.5. Notice. Arthur may give notice by electronic mail to Subscriber’s e-mail address on record in Subscriber’s account information, or by written communication sent by first class mail or pre-paid post to Subscriber’s address on record in Subscriber’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). Subscriber may give notice to Arthur (such notice shall be deemed given when received by Arthur) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Arthur at 166 Crosby Street, Floor 5, New York City, NY, 10012.
9.6. Amendments; Waivers. No supplement, modification, or amendment of these Terms shall be binding, unless executed in writing by a duly authorized representative of each Party to these Terms. No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the Party claimed to have waived. No provision of any purchase order or other business form employed by Subscriber, including any electronic invoicing portals and vendor registration processes, will supersede the terms and conditions herein, and any such document relating to these Terms shall be for administrative purposes only and shall have no legal effect.
9.7. Entire Terms. These Terms and all applicable Orders (including mutually agreed exhibits or attachments) make up the complete and exclusive understanding of the Parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of these Terms.
9.8. Force Majeure. Except for Subscriber’s payment obligations hereunder, neither party is, and may not be construed to be, in breach of the Agreement for any failure or delay in fulfilling or performing the Arthur Platform, when and to the extent such failure or delay is caused by or results from acts beyond a Party’s reasonable control, including: strikes, lock-outs, or other labor disputes; shortages of or inability to obtain labor, energy, or supplies, sanctions, war, terrorism, riot, civil unrest, or government action; failure of Internet connectivity or backbone or other telecommunications failures, in each case outside of Arthur’s local network; any pandemic; any natural disaster, including earthquake, extraordinary storm or weather conditions; nuclear, chemical or biological contamination; and any explosion, fire and flooding; or other acts of God (each a “Force Majeure Event”). The Parties will use reasonable efforts to mitigate the effects of such Force Majeure Event.
9.9. Subcontractors. Arthur may use the services of subcontractors for performance of services under these Terms, provided that Arthur remains responsible for (a) compliance of any such subcontractor with the terms and conditions herein, all applicable laws as well as Subscriber’s reasonable safety standards and protocols as provided to Arthur in writing, and (b) the overall performance of the Arthur Platform as required under these Terms. Arthur shall not enter into any contract, oral or written, with any person, firm or corporation relating to the performance of the professional services or the supplying of materials or equipment to the Subscriber’s premises without the prior written consent of Subscriber, which shall not be unreasonably withheld.
9.10. Third Party Beneficiaries. No third party is intended to be a beneficiary of the Agreement.
9.11. Independent Contractors. The Parties to the Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the Parties. Neither Party will have the power to bind the other or incur obligations on the other Party’s behalf without the other Party’s prior written consent.
9.12. Modifications. Arthur may revise and update these Terms from time to time, and will post the updated Terms to the Arthur Platform. UNLESS OTHERWISE STATED IN THE AMENDED VERSION OF THESE TERMS, ANY CHANGES TO THESE TERMS WILL APPLY IMMEDIATELY UPON POSTING. Although Arthur is not obligated to provide Subscriber with notice of any changes, any changes to these Terms will not apply retroactively to events that occurred prior to such changes. Subscriber’s continued use of the Arthur Platform will constitute its agreement to any new or modified provisions within the revised Terms.