Terms of Service 31st July 2020

These Terms of Service (the “Terms”) and our Privacy Policy govern your access to and use of the pre-release (“beta”) and full releases of the Arithmix services and the Arithmix website, including any browser extensions, and other components provided (known collectively as the “site”), so please read them carefully.

By using the Site, you are agreeing to these Terms and the use of your Personal Information as described in our Privacy Policy. If you are using the Site on behalf of an organization, you are agreeing to these Terms on behalf of that organization, and represent and warrant that you have the authority to agree to these terms on behalf of the organization. In that case, “you” and “your” will refer to that organization.

Do not use the Site if you do not agree to these Terms.

We may occasionally revise these Terms. If such a revision is material (as determined solely by us) we will notify you via email or through the Site. The current version of these Terms will always be posted on our Terms & Privacy page. Continued use of the Site after revisions become effective indicates your acceptance of the revised Terms.

Do not use the Site if you do not agree to the revised Terms.

Your Account

To use the Site, you'll need to create an account, either through the Site or via a third-party service such as Google. If via a third-party, personal information you provided to that third-party, such as your name, email address, userID and other information your privacy settings on that service allow us to access, will be used to create your account.

You are responsible for safeguarding your login credentials. You are responsible for activity on your account, whether or not you authorized that activity. You should immediately notify us of any unauthorized use of your account.

Your Content

By using the Site, you provide us with data, formulae, and other information (“your content”). You retain full ownership of your content - what belongs to you stays yours.

You are solely responsible for your content and indicate that you own or have the necessary rights to all of your content, and that use of your content does not infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

Site releases (whether beta or full) are provided “AS IS” and usage is at your own risk. Beta releases should be considered pre-release software and we recommend you do not upload confidential, or any other sensitive or critical content to it.

When using beta releases of the Site you can request the deletion of your pre-release content by contacting support@arithmix.com .

When using the full release of the Site you can remove your content by deleting it.

However, in certain instances, some of your content may not be completely removed (when your data is shared with someone else, or when retained in internal structures or caches that are periodically removed, for example). We are not responsible or liable for the removal or deletion of any of your content, or the failure to remove or delete such content.

Your Use of the Site

The Site is owned by Arithmix, Inc and its licensors and is protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

You may only use the Site as permitted by law, including all applicable federal, state, local or international laws and regulations.

Do not, for example:

  • Use any engine, software, tool, agent, device, mechanism or similar to access, search, or download intellectual property from the Site, or use the Site in any way other than through our publicly supported interfaces;
  • Probe, scan, or test the vulnerability of the Site or breach any security or authentication measures;
  • Decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site;
  • Plant malware or use the Site to distribute malware;
  • Violate the privacy of others;
  • Violate any applicable law or regulation;
  • Impersonate or misrepresent your affiliation with any person or entity; or post or transmit anything that is fraudulent or misleading;
  • Send unsolicited communications, promotions, advertisements or spam or otherwise infringe on others' rights;
  • Interfere with the access of any user including introducing any virus to, overloading, flooding, spamming, or mail-bombing the Site, or introducing any other content which is malicious or technologically harmful;
  • Attack the Site via a denial-of-service attack or a distributed denial-of-service attack; or otherwise attempt to interfere with the proper working of the Site;
  • Attempt any of the above, or encourage or enable any other individual to do any of the above.

We have the right to investigate violations of these Terms and may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

Confidentiality

Confidential Information. From time to time, either party (the "Disclosing Party") may disclose or make available to the other party (the "Receiving Party") non-public, proprietary, and confidential information of the Disclosing Party (“Confidential Information”). Confidential Information includes any information that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including non-public business, product, technology and marketing information ("Confidential Information"). Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of the Receiving Party's breach of this confidentiality section; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in the Receiving Party's possession prior to the Disclosing Party's disclosure hereunder; or (d) was or is independently developed by the Receiving Party without using any of the Disclosing Party Confidential Information.

Protection and Use of Confidential Information. The Receiving Party shall: (a) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under these Terms; and (c) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's service providers or financial/legal advisors who need to know the Confidential Information and are bound to confidentiality obligations at least as restrictive as those in these Terms.

Compelled Access or Disclosure. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify the Disclosing Party of such requirements to afford the Disclosing Party the opportunity to seek, at the Disclosing Party's sole cost and expense, a protective order or other remedy.

Copyright Infringement

We will terminate the account of anyone who infringes the copyright or intellectual property rights of others. In accordance with the Digital Millennium Copyright Act of 1998, the Site will respond expeditiously to claims of copyright infringement committed using the Site as reported to support@arithmix.com .

If you believe that any content you or others access via the Site infringe your copyright or other intellectual property rights (e.g., trademark infringement or right of publicity), please contact support@arithmix.com and provide the following information:

  1. Your full legal name and electronic or physical signature
  2. A description of the copyrighted work or other interest that you believe has been infringed;
  3. Enough information to properly identify and locate that content (including, at a minimum, the relevant URL)
  4. Contact information, including your address, telephone number, and email address
  5. The following statements in the body of notice:
    • “I hereby state that I have not authorized the challenged use, and I have a good-faith belief that the challenged use is not authorized by law.”
    • “I hereby state under penalty of perjury that all of the information in the notification is accurate and that I am the owner of the IP, or authorized to act on behalf of the owner of the IP.”

Upon receipt of notice as described above, we will seek to confirm the existence of the IP on the Site and take whatever action, in our sole discretion, we deem appropriate.

Our Intellectual Property

You acknowledge and agree that Airtable and all materials and content displayed or made available on Airtable, and all software, algorithms, code, technology and intellectual property underlying and included in or with Airtable, and all intellectual property rights therein and thereto throughout the world (collectively and individually, our "Intellectual Property"), are our (or our licensors’ as applicable) sole and exclusive property. Except as explicitly provided herein, nothing in these Terms will be deemed to create a license in or under any intellectual property rights, and you agree not to access, sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any of our Intellectual Property.

Subscriptions

We provide access to the Site within predefined usage limits (“Usage Limits”). We monitor these limits, and where possible, stop you from exceeding them. However, under certain circumstances, this is not possible.

If you exceed limits, we will notify you and provide the steps needed to remedy the violation. Persistent violation of limits, or failure to remedy breaches, will result in a reduced service including, but not limited to, reduce access to data, processing, and workspaces.

We may offer plans that you can sign up for that allow you to use certain aspects of the Site with different Usage Limits, either for free or for a fee (a "Subscription"). We may change Subscription Plans by offering new services for additional fees, one off charges, or amending fees for existing Subscriptions at our sole discretion. Any change to a Subscription’s pricing or payment terms will become effective at the billing cycle following notice of such change to you.

Billing and Payments

Renewals

Cancellations

Late Payments

Termination

We may terminate or modify your access to and use of the Site, at our sole discretion, at any time and without notice to you, for example, if you are not complying with these Terms, or if you use the Site in any way that would cause us legal liability or disrupt others’ use of the Site, or for any other reason.

Likewise, you may schedule cancellation of your account at any time. The cancellation schedule will depend on the terms of your licensed tier and its contract terms.

If we suspend or terminate your use of the Site, we will try to let you know in advance and help you retrieve data, though there may be cases (for example, flagrantly violating these Terms) where we may suspend immediately.

Publicity

Unless otherwise specified, Arithmix, Inc. may use your name, logo and marks to identify you as a customer on the Site's website and other marketing materials.

Warranty Disclaimers

the Site IS PROVIDED “AS IS,” AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Arithmix, Inc. will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Site. Some states do not allow the types of disclaimers in this paragraph, so they may not apply to you.

Indemnity

You will hold harmless and indemnify Arithmix, Inc. and its affiliates, officers, directors, employees, contractors, agents, licensors, and suppliers from and against any claim, suit or action arising from or related to the use of the Site or violation of these Terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees.

Limitation of Liability

(A) TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL Arithmix, Inc., ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, PROFIT, DATA, GOOD WILL, SERVICE INTERRUPTIONS, COMPUTER DAMAGE OR SYSTEM FAILURE), REGARDLESS OF LEGAL THEORY, WHETHER OR NOT Arithmix, Inc. HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO the Site SHALL BE NO MORE THAN THE GREATER OF $20 OR THE AMOUNTS PAID BY YOU TO Arithmix, Inc. FOR THE PAST THREE MONTHS OF THE SERVICES IN QUESTION. Some states do not allow the types of limitations in this paragraph. If you are in one of these jurisdictions, these limitations may not apply to you.

General Terms

These Terms and any action related thereto will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. All claims arising out of or relating to these terms or the services or software If we suspend or terminate your use of the Site, we will try to let you know in advance and help you retrieve data, though there may be cases (for example, flagrantly violating these Terms) where we may suspend immediately.

Publicity

Unless otherwise specified, Arithmix, Inc. may use your name, logo and marks to identify you as a customer on the Site's website and other marketing materials.

Warranty Disclaimers

the Site IS PROVIDED “AS IS,” AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Arithmix, Inc. will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Site. Some states do not allow the types of disclaimers in this paragraph, so they may not apply to you.

Indemnity

You will hold harmless and indemnify Arithmix, Inc. and its affiliates, officers, directors, employees, contractors, agents, licensors, and suppliers from and against any claim, suit or action arising from or related to the use of the Site or violation of these Terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees.

Limitation of Liability

(A) TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL Arithmix, Inc., ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, PROFIT, DATA, GOOD WILL, SERVICE INTERRUPTIONS, COMPUTER DAMAGE OR SYSTEM FAILURE), REGARDLESS OF LEGAL THEORY, WHETHER OR NOT Arithmix, Inc. HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO the Site SHALL BE NO MORE THAN THE GREATER OF $20 OR THE AMOUNTS PAID BY YOU TO Arithmix, Inc. FOR THE PAST THREE MONTHS OF THE SERVICES IN QUESTION. Some states do not allow the types of limitations in this paragraph. If you are in one of these jurisdictions, these limitations may not apply to you.

General Terms

These Terms and any action related thereto will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. All claims arising out of or relating to these terms or the services or software must be litigated exclusively in the state and federal courts located in the Delaware and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

These Terms constitute the entire and exclusive agreement between you and Arithmix, Inc., and supersede and replace any other agreements, terms and conditions. These Terms create no third party beneficiary rights. Arithmix, Inc.’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Terms without our written consent, and any such attempt will be null and have no effect. Arithmix, Inc. may freely assign or transfer these terms without restriction. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Contact Information

If you have any questions about these Terms, please contact us at support@arithmix.com.