General Terms and Conditions
1. Provision of ArQiver Solutions 4
1.1. ArQiver-Connect only for personal use 4
1.2. Self-Managed Enterprise for organisations 4
1.3. Managed Enterprise for organisations 4
2. Platform Hosting, Service Level, and Updates 4
IV. Representations, Warranties, and Indemnifications 7
1.1. Representations and warranties 7
2.1. Representations and Warranties 8
2.2. Indemnification obligation 8
VI. Exclusion and Limitation of Liability 9
3. Late Payments and Defaults 10
2.2. Termination for Violation of Applicable Law 11
2.3. Termination for Bankruptcy 11
2.4. Termination for Change of Ownership or Control 11
3. Consequence of Termination 11
2. Data Protection Agreement 12
4. Governing Law and Jurisdiction 13
12. Economic Sanctions and Export Controls 14
These terms and conditions (“T&Cs”) are entered into by and between ArQiver B.V., having its registered office in Zeist in the Netherlands (hereinafter referred to as “ArQiver”) and a client (hereinafter referred to as "Cliënt"). These T&Cs are legally binding on any Client using ArQiver solutions, whether through an ArQiver-App, ArQiver-Connect, Self-Managed Enterprise or a Managed Enterprise licensed by ArQiver (hereinafter referred to as “ArQiver solutions”) or one of ArQiver’s authorised resellers. By signing, otherwise indicating acceptance, or downloading, accessing, or using ArQiver solutions, Client accepts to be bound by the terms of these T&C’s.
These T&Cs are immediately applicable to the Client, and deemed to be automatically executed by ArQiver, for any ArQiver-App, ArQiver-Connect, Self-Managed Enterprise or a Managed Enterprise subscription, renewal, or upgrade of a licence agreement, and the use of any ArQiver solutions from the implementation date.
These T&Cs indicate the general obligations regarding the provision of ArQiver solutions to Clients. ArQiver expressly rejects the applicability of other terms and conditions, including without limitation the general terms and conditions of ArQiver’s contracting party (i.e. the “Client”).
Subject to the terms of the licence agreement and payment of applicable licence fees, ArQiver hereby grants Client a worldwide, non-exclusive, non-transferable, non-sublicensable, and revocable right to access the ArQiver platform and use ArQiver solutions during the term. The licence hereunder is personal to the Client alone. Access can be shared with third parties, including Client’s affiliates, as part and limited to the subscription of the Client.
ArQiver owns all rights, title, and interest in the systems, software, structure, infrastructure, databases, codes, and content of any kind (including, but not limited to, any text, images, visuals, logos, trademarks, and databases) included in the ArQiver solutions, or otherwise used by ArQiver in providing the ArQiver solutions, including any intellectual property rights, but excluding any Client content. Except for the express rights granted to Client under these T&Cs, ArQiver reserves all rights to the ArQiver solutions as well as any intellectual property rights embodied or used in connection with the ArQiver solutions.
ArQiver indemnifies Client from all claims and damages finally awarded based on the assertion that the results of the services infringe on third party intellectual property rights. In this event, Client will at Client’s own cost notify ArQiver promptly in writing of such claim, give ArQiver full and control over the defence of such claim, and reasonably cooperate in the defence and related settlement negotiations.
If the results of the services infringe on third party intellectual property rights, ArQiver may at its own discretion (i) procure for Client the right to use the affected portion of the results of the services, (ii) replace the affected portion of the results of the services with other, non-infringing goods and/or services, or if (i) and (ii) are not commercially feasible, (iii) refund Client for the affected portion of the results of the services.
The foregoing constitutes all rights and obligations of ArQiver in respect of third-party infringement claims regarding intellectual property rights.
Except as expressly provided in the licence agreement, Client may not: (i) decompile, reverse engineer, or disassemble the ArQiver solutions; (ii) create derivative works based on the ArQiver solutions; or (iii) modify, remove, or obscure any copyright, trademark, patent, or other notices or legends that appear on the ArQiver solutions and deliverables provided through the professional services or during their use and operation. Any dismantling, decompiling, decoding, extraction, reuse, copying, and, more generally, any reproduction, representation, dissemination, or usage of any of the foregoing, either partially or in full, without ArQiver’s prior written consent, is strictly forbidden, constitutes a material breach of the licence agreement, and will lead to immediate termination of the licence agreement by ArQiver without compensation to the Client and without prejudice to any other remedy available to ArQiver under applicable law.
Client may share any feedback, analysis, suggestions, and/or comments including, but not limited to, bug reports, test results, and design suggestions or ideas related to the ArQiver solutions (hereinafter referred to as “Feedback”) with ArQiver, either on their own accord or at the request of ArQiver. All rights, title, and interest in any such Feedback will be owned by ArQiver. ArQiver will have the perpetual, irrevocable, and worldwide right to use, modify, licence, sublicense, and otherwise exploit all or part of the Feedback, or any derivative thereof, in any manner or media now known or hereafter devised without any remuneration, compensation, or credit to Client.
ArQiver will provide to Client the ArQiver solutions, either under a ArQiver-App, ArQiver-Connect, Self-Managed Enterprise licence or a Managed Enterprise licence.
Under the ArQiver-App licence only personal use is permitted. When wanting to use ArQiver for an organisation Client needs to upgrade to a Self-Managed or Managed Enterprise licence. ArQiver may, at its sole discretion, modify the content of the ArQiver-All licence and/or discontinue at any time and without compensation to Client. ArQiver will provide Client with reasonable prior notice of any material modification or discontinuation of the ArQiver-App licence.
Under the Self-Managed Enterprise licence, ArQiver undertakes to grant and provide to Client access to the platform, including all features within the Client own (cloud) environment. This means that Client needs to provide their own storage location. ArQiver will always add the storage location cards into the Self-Managed Enterprise and therefore connect the storage location of the Client with ArQiver. Client will make sure ArQiver team members have all necessary access to complete this connection. All other cards can be added by Client.
ArQiver may, at its sole discretion, modify the content of the Self-Managed Enterprise and/or discontinue at any time and without compensation to Client. ArQiver will provide Client with reasonable prior notice of any material modification or discontinuation of the Self-Managed Enterprise licence. ArQiver will always add the storage location cards into the Self-Managed Enterprise as there is need for a technical connection between ArQiver and the Client’s own storage location. All other cards can be added by the user.
Under a Managed Enterprise licence ArQiver undertakes to provide Client with all ArQiver features within ArQiver’s own (cloud) environment. ArQiver will reserve a part of their storage capacity for Clients depending on the payment plan and amount of streams.
During the term, Client may have the option to upgrade its licence if available. Any downgrading of the licence is not authorised before the end of a calendar month.
Under the ArQiver-App and Managed Enterprise licence or without a specific Service Level Agreement (hereinafter referred to as “SLA”) signed between ArQiver and the Client, ArQiver commits to, directly or indirectly through a professional hosting service provider, host the platform while maintaining a monthly average of ninety-ninety percent (99%) of the time 24/7/365 platform availability. Clients under a Self-Managed Enterprise licence may be subject to their own third-party suppliers. ArQiver is not responsible for the uptime of a third-party supplier.
Notwithstanding anything to the contrary, Client understands and agrees that ArQiver will not be held liable for failure to meet the requirements set out by this section should the following cases occur:
ArQiver, Clients, ArQiver Members, and/or third-party service providers face a failure of their physical servers, cloud storage, hosting services, internet connection, electrical power, or hardware installation;
Client acts or abstains from action in contradiction with ArQiver’s instructions or the licence agreement.
A. Third-Party Product does not properly deliver;
In case of planned maintenance to the platform, provided Client was notified in writing by ArQiver, no later than seventy-two (72) hours beforehand, to prevent disruption to Client's business (“Scheduled Maintenance”);
B. In case of a Force Majeure event;
C. In case of suspension and/or termination of ArQiver solutions in accordance with the licence agreement; or Client is late or in default of payment, or otherwise materially breaches the licence agreement.
ArQiver will provide Client with any updates or modifications to ArQiver solutions that add or introduce new functionality or features (hereinafter referred to as “New Versions”), to the extent that ArQiver makes such New Versions available to all of its customers. Clients cannot refuse such New Versions and have no right to continue using previous versions of the ArQiver Solutions.
ArQiver offers technical help and assistance, free of charge, allowing Clients and Members to submit queries related to issues encountered when using the ArQiver solutions (“Basic Support”) via the contact form available at or on the mobile and web apps and email to support@arqiver.com.
ArQiver will make best efforts to (i) send query acknowledgment within two (2) working hours of receipt; and (ii) resolve the query within five (5) working hours of query acknowledgment, save for time where ArQiver may be waiting for further necessary information from Client. Basic Support will not be provided on Christmas Day and New Year’s Day, and other public holidays in the jurisdictions where ArQiver operates. ArQiver will make best efforts to achieve a monthly average success rate of ninety percent (90%) for Basic Support.
Basic Support does not apply to bug-related issues, Third-Party Products, or external sources.
Client will provide ArQiver, in a timely manner and at no charge to ArQiver, all information, documentation, assistance, and other support reasonably required to provide the ArQiver solutions. Or fill in all above information during the registration process.
ArQiver is not involved in the streams of its Client. Client is solely responsible for, and ArQiver cannot under any circumstances be held liable for participation in an stream or any difficulties and disputes that may arise from it, including, but not limited to disputes related to provision of ArQiver solutions.
Client may add its own terms and conditions to the platform, which will apply solely to its relationship with ArQiver members and are not applicable to ArQiver in any way. When a file is being transferred via ArQiver solutions to a Client, it is the Client's responsibility to comply with regulations and laws after receiving this file.
Client understands and agrees that ArQiver has an independent contractual relationship with its Clients which, without exception, must accept the, as available on ArQiver’s website and modified from time to time at ArQiver’s sole discretion, in order to access and use ArQiver solutions.
Client undertakes to maintain the security and confidentiality of its username and password granting access to its account. Client is solely responsible for obtaining and maintaining, at its own expense, all equipment needed to access the ArQiver solutions, including, but not limited to, Internet access and adequate bandwidth.
Any use of the Client account through Client’s username and password is restricted to Client and its authorised personnel, and will be deemed to have been by Client. Client must immediately notify ArQiver if Client knows, should have known, discovers, or suspects that its Client account has been used without Client’s permission or by an unauthorised third party. Upon receiving such notice, ArQiver may suspend access to the Client account and/or take any and all necessary measures to protect and secure the Client account and ArQiver solutions.
Client understands and agrees that ArQiver and its authorised personnel may have to access Client’s account using Client’s username and password but solely to provide solutions for issues as part ArQiver solutions during the term of the licence agreement between Client and ArQiver.
Customer understands and agrees that ArQiver and its authorised personnel may need to access Customer's account using Customer's username and password, but only to resolve delivery issues during the term of the licence agreement between Customer and ArQiver.
Client will not, in connection with its use of any of the ArQiver solutions:
At all times during the term of the licence agreement Client represents, warrants and covenants that:
Client has all requisite power and authority to enter into and be bound by the the licence agreement and carry out all of its obligations under the licence agreement;
Client has obtained and will maintain all permissions, licences, and consents necessary to perform its obligations under the licence agreement;
Client complies with all applicable law and does not and will not carry out activities that are illegal, fraudulent, or infringe the rights or security of ArQiver solutions and company or any third party;
Client will take reasonable precautions, in accordance with standard industry practice, to prevent the introduction of any virus or other unauthorised program into its computer systems or those of ArQiver through use of the ArQiver solutions;
Client content does not and will not infringe any third-party-intellectual property rights;
all information provided in connection with the Client account is complete, accurate, and truthful. To the extent any such information is no longer complete, accurate, or truthful, Client will immediately update its Client account or share with ArQiver complete, accurate, and truthful information; and
Client has and will have (i) all the rights, consents, and authorizations needed to collect all ArQiver solutions members’ personal data and share it with ArQiver in order to provide the ArQiver solutions, and (ii) notified members and collected their prior consent to the sharing of their personal data with ArQiver.
1.2. Indemnification
Client must indemnify, defend and hold harmless ArQiver indemnitees from and against any third-party claims, actions, liabilities, and costs (including reasonable attorneys’ fees) arising from or relating to a breach of any representation and warranty under the present section, including, but not limited to, claims that the Client content infringes third-party intellectual property rights, that Client failed to process personal data in accordance with applicable law, or that arise from the inaccuracy, incompleteness, or inconsistency of the information, documentation, assistance, or other resources provided by Client to ArQiver during the term of the licence agreement.
The parties agree that Client is solely responsible toward its ArQiver solutions members and the connected streams. Client must defend, indemnify and hold harmless ArQiver indemnitees from and against any claims, actions, liabilities, and costs (including reasonable attorneys’ fees) from ArQiver solutions members and third parties arising out of or relating to, but not limited to, disputes related to the provision of ArQiver solutions to Client or ArQiver solutions members.
ArQiver represents and warrants to Client that:
i) ArQiver is entitled to perform the services;
ii) ArQiver is entitled to enter into an licence agreement with the Client and carry out all of its obligations under the licence agreement;
iii) ArQiver has obtained and will maintain for the duration of the term of the licence agreement all permissions, licences, and consents necessary to perform the licence agreement;
iv) ArQiver complies with all applicable law and does not carry out activities that are illegal, fraudulent, or infringe the rights or security of Client or any third parties;
v) ArQiver has developed its software free from viruses, malware, and other alike foreign elements at the moment of delivery;
vi) ArQiver software (excluding Client content and third-party products), when used as permitted under the licence agreement, and in accordance with ArQiver’s instructions, do not infringe any third-party intellectual property rights; and the ArQiver solutions will be delivered by personnel with reasonable skills and expertise.
The foregoing warranties are exclusive and in lieu of all other express or implied warranties, including without limitation fitness for a particular purpose or merchantability.
Client will indemnify ArQiver and its personnel from and against all claims and damages, fines and penalties incurred by ArQiver due to a breach by Client of its obligations under any third-party agreement and/or applicable rules and regulations.
No use of the logo of ArQiver B.V. or other artwork will be allowed for linking. Unless otherwise stated, ArQivere B.V. and/or its partners own the intellectual property rights for all material on the ArQiver website. All intellectual property rights are reserved. You may access the material on the ArQivere B.V. website for your own personal use subject to restrictions as set out in these T&C’s . You must not:
● Republish material from ArQiver
● Sell, rent or sub-license material from ArQiver
● Reproduce, duplicate or copy material from ArQiver
● Redistribute content from ArQiver
ArQiver does not ensure that the information on its website is correct, ArQiver does not warrant its completeness or accuracy; nor does ArQiver promise to ensure that the website remains available or that the material on the website is kept up to date. ArQiver shall not be held responsible for any content that appears on your website. You agree to protect and defend ArQiver against all claims that are rising on your website. No link(s) should appear on any website that may be interpreted as libellous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of any third-party rights.
To the fullest extent permitted by applicable law, in no event will either party be liable to the other party for any indirect, incidental, special, exemplary, consequential, or punitive damages, including damages for loss of profits, loss of sales, business, lost data, goodwill, or any other intangible loss, arising out of or relating to the licence agreement, whether based on warranty, contract, or tort, including negligence, statute, or any other legal theory, and whether or not the affected party has been informed of the possibility of such damage.
2. Limitation of Liability
Except for ArQiver’s intentional or gross negligence, ArQiver’s aggregate liability to the Client for damages concerning performance or nonperformance by ArQiver or in any way related to these T&C’s or any agreement between ArQiver and the Client, and regardless of whether the claim for such damages is based in contract, tort, strict liability, or otherwise, shall not exceed 5% of the licence fees received by ArQiver from the Client during the six (6) months preceding the occurrence of such liability and/or € 50.000, whichever is lower. ArQiver is in no event liable for any other damages, including without limitation: consequential damages, incidental damages, or indirect damages, lost savings, lost profits, lost revenues and lost data.
Under the Self-managed Enterprise licence, Client will pay a monthly subscription fee, at the end of each month.
Under the Managed Enterprise licence, Client will pay a monthly subscription fee, at the end of each month.
ArQiver will invoice the subscription fee to Client on or following the effective date of the licence agreement. The subscription fee is expressed excluding: (a) any applicable sales, value-added, use, or withholding taxes assessable by any local, state, federal, or foreign jurisdiction, levies, duties of any nature, or similar governmental assessments (hereinafter referred to as: “Taxes”).
Any Taxes, costs and/or bank fees associated with the provision of the ArQiver solutions and/or the payment of the subscription fee will be exclusively borne by Client and ArQiver will have the right to adjust its invoice or issue a supplemental invoice to account for these Taxes, possible costs and/or bank fees, at any time during or after the term of the licence agreement, subject to applicable statute of limitations.
Unless otherwise expressly agreed upon in the subscription form, the subscription fee, Taxes, and possible costs and bank fees, will be payable within thirty (30) days of invoice date by bank wire to ArQiver’s account or any other payment means specifically authorised by ArQiver in writing.
In case Client fails to make any timely payment or to correct its payment information when requested, the following will apply, without prejudice of the application to any other remedies available under applicable law:
- any unpaid subscription fees will become immediately due by Client;
- access to ArQiver solutions will be immediately suspended until all amounts owed have been paid in full.
ArQiver will invoice monthly late payment interest at the statutory interest for commercial transactions is 12,5% (in 2024).
During the term of the licence agreement and for three (3) years thereafter, parties agree to maintain each other’s confidential information a secret and treat it in the same manner it treats its own confidential information. Parties will not share each other’s confidential information with third parties without the prior written consent of the other party. Parties may agree on additional confidentiality terms if desired. ArQiver remains entitled to use the knowledge, expertise and know how it gained from performance of the services and apply it with third parties.
The licence agreement begins on the effective date and is effective for one (1) year, and will automatically renew for subsequent one-year (1) periods unless terminated in accordance with these T&Cs. The length of the term cannot be reduced below one (1) year but can be extended to several years in the initial subscription form. Any signature of supplemental subscription forms during the term will not extend or alter the term. Every ArQiver solution ordered during the initial term will be automatically reordered for the renewal term and the applicable subscription fee will be automatically increased by five percent (5%) at the end of each term. In the event that a price increase is more than five percent (5%), ArQiver will reasonably inform Client in writing before such an increase is implemented. If Client wishes to discontinue the provision of ArQiver solutions after the end of the initial term or any subsequent term, Client must notify ArQiver in writing of its intention to terminate the licence agreement at least ninety (90) days before the last day of the then-current term.
Each party may terminate any agreement between them for convenience by providing the other party with (90) days prior written notice of default.
A party may terminate an agreement between them immediately if (i) the other party has materially breached its obligations under the licence agreement and has failed to substantially repair such breach within thirty (30) days of receiving notice, or (ii) the other party is declared bankrupt.
In the event of termination due to a material breach by Client, Client will (i) refund ArQiver any applicable rebates or discount received in proportion to the ArQiver solutions used during the term and (ii) Client must immediately pay the subscription fee in full, including any unpaid subscription fees at the time of termination. In the event of termination due to a material breach by ArQiver, Client will pay any unpaid subscription fees to ArQiver for ArQiver solution already delivered or performed prior to the material breach.
ArQiver may terminate the licence agreement immediately if it becomes aware of or reasonably suspects that Client has violated any applicable law. ArQiver may instead elect, at its sole discretion, to: (i) temporarily or permanently, and without delay, suspend Client’s access to the ArQiver solutions; (ii) remove from Client’s area any content, fully or partially, linked to a breach or violation of applicable law; (iii) instigate any legal proceedings; and/or (iv) notify the relevant authorities where applicable and provide them with all information related to illegal or illicit activities and/or content. ArQiver will act in good faith and use reasonable efforts to notify Client, via any reasonable means, before initiating the suspension or restriction of any aspect of the ArQiver solutions. Client will be responsible for full payment of the licence fees even if access to the ArQiver solutions is suspended or terminated in accordance with this section.
To the extent permitted by applicable law, either party may terminate the licence agreement if the other party becomes the subject of a petition in bankruptcy or other proceedings, petition, notice, resolution, or order relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
ArQiver may terminate the licence agreement upon written notice to the Client of at least thirty (30) days if Client undergoes a change of ownership, full or substantial, or effective control, directly or indirectly. This includes any change in ownership or control in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of the Client’s assets.
In case of termination or upon Client’s written request made within (90) days of termination of a licence and each Party’s completion of all obligations under the licence agreement, including, but not limited to, full satisfaction of all payment owed, ArQiver will make available to Client a downloadable file of its Client content. After such a thirty-day (30) period, ArQiver will have no obligation to maintain or provide any Client content. Notwithstanding the foregoing, ArQiver may retain archival copies of Client content on backup media for the duration of the statute of limitation under applicable law following expiration or termination of the licence agreement.
During the term of the licence agreement, whenever ArQiver is acting as data controller, the parties agree that any processing of personal data will be subject to, and each party will comply with, ArQiver’s Privacy Policy. The Privacy Policy is available at https://arqiver.com/privacy and can be modified from time to time by ArQiver at its sole discretion.
During the term of the licence agreement, whenever ArQiver is acting as data processor, the parties agree that any processing of personal data will be subject to, and each party will comply with, the necessary rules and regulations applicable in the General Data Protection Regulation (GDPR) (EU) 2016/679.
Neither Party will be liable or responsible to the other Party or be deemed to have defaulted or breached the licence agreement in case of a failure or delay in performance caused by or resulting from events beyond the reasonable control of the non-performing party (“Force Majeure Event”). A Force Majeure Event may, if designated as such by the relevant jurisdiction, include fires, floods, earthquakes, embargoes, shortages, power outage, war, acts of war (whether declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts, other labour disturbances, or omissions or delay in acting by any governmental authority, to the exclusion of payment obligations. For the avoidance of doubt, COVID-19 or any similar pandemic, unless otherwise determined by a competent court, is not considered a Force Majeure Event.
The non-performing party must notify the other party in writing of such Force Majeure Event within seven (7) days of such occurrence, stating the nature of the event, its anticipated duration, and any action being taken to avoid or minimise its effect. The non-performing party must use commercially reasonable efforts to remedy its inability to perform. In the event that a party experiences a Force Majeure Event that lasts for more than thirty (30) days, the other party may terminate the licence agreement upon written notice to the non-performing party without liability to any party. Client must pay any prorated subscription fees for the period of the term preceding the Force Majeure Event and ArQiver must reimburse any prorated prepaid subscription fees for the period of the Term following the Force Majeure Event.
Any notice required or permitted under the licence agreement or required by applicable law must be in writing and delivered by electronic mail to support@arqiver.com with “LEGAL NOTICE” in the subject line of the email. Either party may change its contact person or email address by means of written notice to the other party given in accordance with this section. The email notice to ArQiver will be effective as of the day sent if it was sent before 5pm CET or as of the next Dutch Business Day if it was sent after 5pm CET.
By entering into the licence agreement, Client authorises ArQiver to use Client's name, logo, and branding in press releases, product brochures, and financial reports to indicate Client is ArQiver's client, provided that ArQiver uses Client’s distinctive signs in accordance with Client’s available intellectual property guidelines, as provided by Client and strictly for the purposes listed in this section.
These T&C’s and all other agreements between the parties are governed by Dutch law, excluding its conflict of law rules and the UN Convention for the International Sale of Goods (CISG). Any and all disputes arising from or relating to these T&C’s or any agreement between the parties will be subject to the exclusive venue of the courts of the city of Amsterdam, The Netherlands.
These T&C’s and the licence agreement contains the entire agreement between the parties with respect to its subject matter, supersedes all prior agreements on the same subject matter, and will govern all disclosures and exchanges of confidential information made by the parties prior to and following the effective date. The licence agreement may not be modified except in writing and signed by ArQiver and Client. Any terms established prior to the licence agreement or included at any time in Client’s standard terms, Client's purchase order, Client’s terms applicable to ArQiver Solutions members and made available through ArQiver, or other business processing document will have no force or effect and will not be applicable to the T&C’s and the licence agreement. The language of the T&C’s and licence agreement is English and only the English-language version may be used to represent the terms.
If any provision, or portion thereof, of the T&C’s and/or licence agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such determination will not impair or affect the validity, legality, or enforceability of the remaining provisions of the T&C’s and/or the licence agreement, and each provision, or portion thereof, is hereby declared to be separate, severable, and distinct.
Neither party may assign its rights, duties, or obligations under the licence agreement without the other party’s prior written consent. Notwithstanding the foregoing, ArQiver may assign this agreement to (i) an affiliate or a successor, including a successor by way of operation of law or change of control, either through a merger acquisition, divestiture, sale of assets or equity, or similar transaction; or (ii) in connection with the sale of all of the assets or business to which the T&C’s and licence agreement relates.
The licence agreement and any subscription form may be executed via electronic signature. A signed copy of the licence agreement or any subscription form transmitted via email will constitute an originally signed licence agreement or subscription form, as applicable, and, when together with all other required signed copies of this same licence agreement or subscription form, as applicable, will constitute one and the same instrument.
ArQiver may amend these T&Cs from time to time at its sole discretion. The modified T&Cs will supersede prior versions immediately and without notice. Amendments that do not materially and adversely affect Client’s rights and obligations under the licence agreement will be effective immediately without prior notice. For amendments that materially and adversely affect Client’s rights and obligations, ArQiver undertakes to notify Client not less than thirty (30) business days before the implementation date of any such amendment. Client’s continued use of ArQiver solutions following such notice constitutes valid consent to the amendment. In the event Client does not accept the amendment, Client must notify ArQiver in writing and the parties will negotiate in good faith to find an acceptable compromise. In the event the parties cannot find a suitable compromise within forty-five (45) business days following receipt of Client’s notification, Client will have the right to terminate the licence agreement.
Either party’s failure to enforce any provision of the T&C’s and/or licence agreement does not constitute a waiver of that provision or any provision of the T&C’s and/or licence agreement.
Each party represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any personnel of the other party or any third party in connection with the licence agreement.
Client will not use and will not permit any other party to use the ArQiver solutions or participate in an stream within ArQiver Solutions in violation of the T&C,s and/or the licence agreement, or in a manner that violates, or could cause ArQiver to violate, economic sanctions or export controls laws or regulations of the European Union, the United Kingdom, the United States, or any other jurisdiction.
Client is solely responsible for compliance with all such export control laws and regulations. Client represents and warrants that it is not organised or an affiliate of an entity under the laws of, ordinarily resident in, or located in, a country or territory that is the target of economic sanctions administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury, European Union Council and Commission, the State Secretary for Economic Affairs for Switzerland (SECO), or the United Nations Security Council.
Client will not access or use the ArQiver solutions or participate in an event and/or community via the ArQiver solutions in such countries or territories and will ensure none of its members will access or use the ArQiver solutions or participate in an event and/or community via the ArQiver solutions in such countries or territories.
Client represents not to be an affiliate or have an affiliate, individually or in the aggregate, that are ultimately owned by individuals or organisations identified in the U.S. Department of the Treasury’s Specially Designated Nationals (SDN) and Blocked Persons List or Foreign Sanctions Evaders List of OFAC, SECO, the European Council and Commission, or the United Nations Security Council.
Client represents not to be an individual or organisation identified on the U.S Department of Commerce Denied Persons List, Entity List, or Unverified List, or U.S Department of State proliferation-related lists, SECO, the European Council and Commission, or the United Nations Security Council lists.
The Client acknowledges to have read and accepted the ArQiver Terms and Conditions, which apply to all of ArQiver solutions, ArQiver Connect, Self-management Enterprise and Managed Enterprise. Client’s use of ArQiver solutions is governed by these terms.