Terms of Service

Last Update: 8/25/2025

IMPORTANT: PLEASE READ THESE TERMS OF USE AND SERVICE (“AGREEMENT or “Agreement”) CAREFULLY. THESE TERMS OF USE AND SERVICE REPRESENT A LEGAL AGREEMENT BETWEEN YOU AND THE LEGAL ENTITY YOU REPRESENT (“CUSTOMER”) AND ARCHIVE TECHNOLOGIES, INC., A DELAWARE CORPORATION, AND ITS OTHER SUBSIDIARIES AND AFFILIATES AS APPLICABLE (COLLECTIVELY, “ARCHIVE”). BY EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, OR USING THE SERVICES, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS REVIEWED, UNDERSTANDS AND ACCEPTS THESE TERMS AND CONDITIONS. YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND YOUR LEGAL ENTITY AND “CUSTOMER” REFERS TO THAT ENTITY. IF CUSTOMER DOES NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT, DO NOT ACCESS OR OTHERWISE USE THE SUBSCRIPTION. BY USING THE SUBSCRIPTION CUSTOMER WARRANTS TO USE BEST EFFORTS TO ENSURE CONTRACTUAL EFFICACY TO ALL TERMS HEREIN. ARCHIVE RESERVES THE RIGHT TO REASONABLY UPDATE, MODIFY OR AMEND TERMS BASED UPON NEW FEATURES OR FUNCTIONALITY. CUSTOMER’S CONTINUED USE OF THE SERVICES AFTER CUSTOMER KNOWS OR REASONABLY SHOULD KNOW OF ANY MODIFICATIONS TO THIS AGREEMENT WILL SIGNIFY CUSTOMER’S ASSENT TO AND ACCEPTANCE OF THE REVISED TERMS. TO THE EXTENT ANY TERMS OF THIS AGREEMENT DIRECTLY CONFLICT WITH THE TERMS OF ANY FULLY EXECUTED WRITTEN AGREEMENT BETWEEN ARCHIVE AND CUSTOMER (“SUPPLEMENTAL AGREEMENT”), THE SUPPLEMENTAL AGREEMENT SHALL APPLY. ANY USE OF SUBSCRIPTION IS SUBJECT TO COMPLIANCE OF THE TERMS AND CONDITIONS HEREIN AND FULL PAYMENT OF ANY FEES FOR THE APPLICABLE SUBSCRIPTION TERM.

ARCHIVE TERMS OF SERVICE

1. ARCHIVE PRODUCTS AND SERVICES

1.1 Provision of Products and Services

Subject to the terms and conditions of this Agreement, Archive will provide Customer with online software-as-a-service products and services on a subscription basis for the Subscription Term, and such other products and services, as set forth on an applicable Order Form (collectively, "Archive Service(s)"). Archive Services include Archive Software. Each Order Form will be incorporated into, and is fully governed by, this Agreement upon execution of the Order Form by both parties.

1.2 Access to Services

Customer may access and use Archive Services on a non-exclusive and non-transferrable basis, solely for its internal business purposes, and only in accordance with the terms and conditions of this Agreement, the applicable Order Form, and any end user technical documentation provided by Archive for such Archive Services ("Documentation").

Archive grants to Customer a non-exclusive, non-transferable, non-sublicensable, limited right and license to use any downloadable software, agents, SDKs, APIs, or other code ("Archive Software") during the applicable Subscription Term solely as reasonably necessary for Customer's use of the Archive Services.

1.3 Permitted Users

Customer may permit its employees, agents, independent contractors and consultants to use the Archive Services on its behalf ("Permitted Users"), provided Customer remains responsible for the acts and omissions of each such Permitted User. Customer shall require that all Permitted Users keep user ID and password information strictly confidential and not share such information with any unauthorized person. Customer shall be responsible for any and all actions taken using Customer's accounts and passwords.

1.4 Use by Affiliates

Each of Customer's Affiliates identified on an Order Form will be entitled to access and use the applicable Archive Services in accordance with this Agreement and the applicable Order Form; provided that Customer shall remain responsible to Archive for the actions and omissions of each such Affiliate (and each of such Affiliate's Permitted Users).

1.5 General Restrictions

Customer shall not, and shall not allow any third party (including any Permitted User) to:

  • (a) sell, rent, lease or use any Archive Services for time sharing purposes
  • (b) use any Archive Services to help develop, or help provide to any third party, any product or service similar to or competitive with any Archive Services
  • (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code of any Archive Services
  • (d) copy, modify or create derivative works from any Archive Services or any Documentation
  • (e) remove or obscure any copyright or proprietary or other notice contained in any Archive Services or Documentation
  • (f) propagate any virus, Trojan horse, or other malware or programming routine intended to damage any system or data
  • (g) access or use any Archive Services in a manner intended to circumvent or exceed service account limitations or requirements
  • (h) use any Archive Services in a manner that violates any applicable law, regulation, or legal requirement or obligation
  • (i) use any Archive Services in violation of any third-party rights of privacy or intellectual property rights
  • (j) use or permit the use of any tools in order to probe, scan or attempt to penetrate or benchmark any Archive Services
  • (k) post, upload, transmit or provide any Customer Data that Archive reasonably deems to be unlawful, harmful, abusive or otherwise objectionable
  • (l) use the Archive Services except as expressly permitted by this Agreement

1.6 Authorized Plan Changes via Email

Any additional services, upgrades to existing plans, or changes to seat counts or subscription terms may be authorized by the Customer via written email confirmation from a company-authorized representative. Such email confirmation shall be deemed a binding amendment to this Agreement, effective upon Archive's acknowledgment, and no additional signature shall be required.

2. CUSTOMER OBLIGATIONS; CUSTOMER DATA; THIRD PARTY DATA

2.1 Customer Data

"Customer Data" means information, data, and other content, in any form or medium, that is downloaded onto the Archive Services by, or otherwise received from, Customer by or through the Archive Services, or provided by Customer to Archive to input into the Archive Services. Customer is solely responsible for the accuracy, content and legality of all Customer Data.

2.2 Rights in Customer Data

As between the parties, Customer shall retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data. Customer hereby grants to Archive a non-exclusive, worldwide, irrevocable, transferable, sublicensable (through multiple tiers), fully paid-up, royalty-free right and license to use, copy, store, transmit, modify, and display the Customer Data in order to: (a) provide the Archive Services to Customer; and (b) perform such other actions as authorized or instructed by Customer in writing.

2.3 De-identified Data

Archive may create and use de-identified data related to Customer's use of the Archive Services in order to improve Archive's products and services, to develop new products and services, and for its other business purposes. Archive transforms Customer Data into analytical insights and statistical models using secure, non-reversible formats that protect the original content. Such de-identified data may be aggregated with similar information from other customers to create anonymized industry benchmarks, research, or related products that Archive may provide to customers, partners, or the broader market. Archive never reshares Customer's original posts, images, videos, or other content in their original form as part of any de-identified data products or services. All de-identified data will be owned by Archive.

2.4 Third-Party Data

Archive may make available certain data, content and information provided by third parties ("Third-Party Data"). ALL THIRD-PARTY DATA IS PROVIDED "AS IS" AND WITH ALL FAULTS.

2.5 Third-Party Services

Customer may be able to access and use certain optional third-party services or products through or with its use of the Archive Services ("Third-Party Services"). IF CUSTOMER USES ANY THIRD-PARTY SERVICES, ARCHIVE WILL NOT BE RESPONSIBLE FOR ANY ACT OR OMISSION OF ANY PROVIDER OF SUCH THIRD-PARTY SERVICES. ARCHIVE DOES NOT WARRANT OR PROVIDE DIRECT SUPPORT FOR ANY THIRD-PARTY SERVICES.

3. OWNERSHIP

3.1 Ownership

Customer acknowledges that no intellectual property rights are assigned or transferred to Customer hereunder. Customer is obtaining only a limited right to access and use the Archive Services. Customer agrees that Archive or its suppliers own and retain all right, title and interest (including all patent, copyright, trade secret and other intellectual property rights) in and to the Archive Services, Documentation, and any and all related and underlying technology ("Archive Technology").

3.2 Feedback

In the event Customer provides Archive with any suggestions, ideas, improvements or other feedback with respect to any aspect of the Archive Services ("Feedback"), Archive shall own such Feedback.

4. SUBSCRIPTION TERM, FEES AND PAYMENT

4.1 Subscription Term and Renewals

Each Order Form will have a term as set forth therein (the "Initial Term"). Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive terms of equal length (each, a "Renewal Term"), under the same terms and conditions as set forth in the Initial Term, unless either party provides written notice of its intention not to renew at least thirty (30) days prior to the end of the Initial Term or the then-current Renewal Term.

4.2 Fees and Payment

All fees are as set forth in the applicable Order Form and shall be paid by Customer within thirty (30) days of Customer's receipt of Archive's invoice. All fees are due and payable in advance at the start of the applicable Subscription Term. Archive will invoice Customer for the fees one (1) month in advance. All fees are non-refundable (except as expressly set forth in Section 6 or 8). Customer is required to pay any sales, use, value-added withholding, or similar taxes or levies. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law.

4.3 Suspension of Service

If Customer's account is ten (10) days or more overdue, Archive reserves the right to suspend Customer's access to the applicable Archive Services without liability to Customer until such amounts are paid in full.

5. TERM AND TERMINATION

5.1 Term

This Agreement is effective as of the Effective Date and will continue in effect until terminated as set forth below.

5.2 Termination

Either party may terminate this Agreement with at least thirty (30) days' prior written notice if there are no Order Forms then in effect. Either party may also terminate this Agreement if the other party:

  • (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice
  • (b) ceases operation without a successor
  • (c) seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding

5.3 Effect of Termination

Upon the expiration or termination of this Agreement:

  • (a) Customer shall immediately cease any and all use of and access to Archive Services
  • (b) each party will return to the other party (or destroy) such other party's Confidential Information

5.4 Return of Customer Data

At any time before or within thirty (30) days after termination or expiration of this Agreement, Customer may download Customer Data and applicable Third-Party Data from the Archive Services.

5.5 Survival

The following Sections shall survive any expiration or termination of this Agreement: 1.5, 2, 3, 4.2, 5, 6.2, 7, 8, 9, and 11.

6. LIMITED WARRANTY; DISCLAIMER

6.1 Limited Warranty

Archive warrants that it will provide the Archive Services in substantial conformity with the applicable Documentation and the descriptions in the Order Form. Archive's sole liability for any breach of this warranty shall be to use commercially reasonable efforts to provide Customer with an error correction or work-around, or if impracticable, to allow Customer to terminate and receive a refund of any pre-paid fees for unused services.

6.2 Customer Representations and Warranties

Customer represents and warrants to Archive that:

  • (a) Customer's use of the Archive Services and all Customer Data is and will be at all times compliant with all applicable laws
  • (b) Customer has sufficient rights in the Customer Data to grant the rights granted to Archive
  • (c) Customer Data and Customer's use does not and will not infringe, misappropriate or otherwise violate the rights of any third party

6.3 Warranty Disclaimer

EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT, ARCHIVE SERVICES AND ALL THIRD PARTY DATA ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ARCHIVE AND ITS SUPPLIERS EACH EXPRESSLY DISCLAIM ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE.

7. LIMITATION OF LIABILITY

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, BUSINESS, CONTRACTS, REVENUE, GOODWILL, PRODUCTION, AND ANTICIPATED SAVINGS OR DATA.

EACH PARTY'S AGGREGATE LIABILITY SHALL IN NO EVENT EXCEED THE FEES PAID BY CUSTOMER TO ARCHIVE DURING THE TWELVE (12) MONTH PERIOD PRIOR TO WHEN THE CLAIM AROSE.

8. INDEMNIFICATION

8.1 Indemnification by Archive

Archive shall indemnify and defend Customer from and against any claims, costs, damages, losses, liabilities and expenses arising from the infringement of a U.S. patent, copyright, trademark, or other intellectual property right asserted against Customer by a third party based upon Customer's use of Archive Services in accordance with the terms of this Agreement.

8.2 Indemnification by Customer

Customer shall indemnify, defend, and hold harmless Archive from and against any and all claims arising out of or in connection with:

  • (a) Customer's violation of any laws, regulations, or rights relating to Customer Data
  • (b) any action taken by Customer based upon use of the Archive Services
  • (c) any dispute between Customer and any other user of the Archive Services

9. CONFIDENTIAL INFORMATION

9.1 Definition

"Confidential Information" means information disclosed by one party to the other that is marked as confidential or proprietary or that ought reasonably to be understood as confidential or proprietary. All Archive Technology, performance information relating to the Archive Services, and the terms and conditions of this Agreement shall be deemed Confidential Information of Archive.

9.2 Obligations

The recipient agrees not to disclose Confidential Information except to its Affiliates, employees, contractors and agents who need to know it and have agreed in writing to keep it confidential.

10. PUBLICITY

Neither party may use the other party's name, logos or marks without such party's written pre-approval in each case; provided that Archive may use Customer's name and logo on Archive's web site and in Archive promotional materials to identify Customer as an Archive customer.

11. GENERAL TERMS

11.1 Assignment

Neither party may assign this Agreement or any of its rights or obligations except upon the advance written consent of the other party, except that either party may assign this Agreement without such consent in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party's assets or voting securities.

11.2 Force Majeure

Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events beyond the reasonable control of such party.

11.3 Subcontractors

Archive may use the services of subcontractors for performance of services under this Agreement, provided that Archive remains responsible for such subcontractors' compliance.

11.4 Independent Contractors

The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties.

11.5 Severability

If any provision of this Agreement 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 this Agreement shall otherwise remain in effect.

11.6 Governing Law; Jurisdiction and Venue

This Agreement shall be governed by the laws of the State of California and the United States without regard to conflicts of laws provisions. Any dispute arising under this Agreement shall be finally settled in binding arbitration by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures, and the arbitration will be held in San Francisco, California.

11.7 Notice

Any notice or communication required or permitted under this Agreement shall be in writing to the parties and shall be deemed to have been received by the addressee if given by hand, overnight courier service, or registered or certified mail.

11.8 Amendments; Waivers

No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement.

11.9 No Third-Party Rights

There are no third party beneficiaries to this Agreement.

11.10 US Government Rights

Each of the Documentation and the software components that constitute the Archive Services is a "commercial item" as defined in applicable regulations.

11.11 Export Compliance

Each party shall comply with all applicable export and re-export control and trade and economic sanctions laws.

11.12 Entire Agreement

This Agreement is the complete and exclusive statement of the mutual understanding of the parties, and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.

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