Last updated 3/21/2024

This Terms of Service Agreement (“Agreement”) of Arctrieval, Inc. (“Arctrieval” or “we” or “us”) forms a contract and agreement between Arctrieval, the customer who purchased the Arctrieval Services (“Subscriber”) as set forth in one or more Orders, and the user of the Services (“End User”).

If Subscriber is a natural person, Subscriber affirms that it is either more than 18 years of age or has reached the age of legal majority in Subscriber’s jurisdiction of residence, and if Subscriber is a legal entity, that the natural person accepting the Agreement possesses the requisite authority to enter into this Agreement on behalf of such legal entity. Subscriber further represents that it is not a competitor of Arctrieval, nor does it represent, directly or indirectly, a competitor of Arctrieval.

BY USING THE SITE OR SERVICES, THE SUBSCRIBER AND END USER AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. ANY SUBSCRIBER OR END USER WHO DOES NOT AGREE WITH THESE TERMS SHOULD NOT USE THE SITE OR SERVICES!

SECTION I: DEFINITIONS, AGREEMENT TO BE BOUND

1.1. Definitions

“Account” means a digital space within Arctrieval Sites and Services created and maintained by the Subscriber and/or End User.

“Billing Period” means the period for which you agree to prepay fees under an Order, which will be the same as or shorter than the Subscription Term specified in the Order. For example, if you subscribe to the Service for a one (1) year Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.

“Confidential Information” means all information, whether oral or written, electronic or other form or media, that could reasonably be understood to be confidential given the nature of the information or circumstances surrounding the disclosure. Confidential Information includes but is not limited to, information relating to a party’s software or hardware, computer programs, source code, API data files, documentation, specifications, databases, system design, and development methods, as well as information relating to the party’s past, present and future business, financial, commercial and marketing information and plans, trade secrets, intellectual property, ideas, inventions, discoveries, processes, know-how, financials and financial forecasts and projections, product plans, designs, technical data and information, formulae, analyses, products, equipment, product road maps, prototypes, samples, designs, data sheets, schematics, configurations, specifications, techniques, draws, customer lists, business processes and any other data or information disclosed, whether orally, visually, or in writing. Arctrieval considers the source and object code, processes, algorithms, methods, and related know-how and residual knowledge developed, created or used by Arctrieval or its agents in connection with the performance of the Arctrieval Service, including, without limitation, any software products, processing platforms or other tools named in the Order, and any documentation relating to it including any modifications, enhancements, new versions or derivative works thereof, and all trade secrets, copyrights, patents and other intellectual and proprietary rights therein as Arctrieval’s Confidential Information. Confidential Information shall not include data or information which (i) is or becomes part of the public domain without breach of any obligation of confidentiality, as evidenced by the Receiving Party’s written records; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without any obligation of confidentiality, as evidenced by the Receiving Party’s written records; (iii) is received from a third party without any obligation of confidentiality; (iv) is disclosed after written approval of the Disclosing Party; or (v) was independently developed by the Receiving Party without recourse or use of the Confidential Information disclosed under this Agreement as demonstrated by written records.

“Dispute” means any claim, conflict, controversy, or disagreement between the parties arising out of, or related in any way to, the Agreement (or any Terms, supplement, or amendment contemplated by this Agreement,) including, without limitation, any action in tort, contract or otherwise, at equity or law, or any alleged breach, including, without limitation, any matter with respect to the meaning, effect, validity, performance, termination, interpretation or enforcement of these this Agreement or any Terms contemplated by the Agreement.

“Data” means all of Subscriber’s and Subscriber’s End User’s data and information, in any form or media, (i) submitted to Arctrieval by Subscriber or Subscriber’s End User or on Subscriber’s or Subscriber’s End User’ behalf, (ii) generated by the Arctrieval Services specifically in response to such data and information, or (iii) captured by the Arctrieval Service regarding data or information supplied by Subscriber or Subscriber’s End User.

“Documentation” means user documentation, in all forms, relating to the Arctrieval Services (e.g., user manuals, online help files, training materials, presentations, videos, etc.).

“End User” is an individual authorized by Subscriber and Arctrieval to access the Arctrieval Services and may include, for example, Subscriber’s employees, agents, and third parties with whom Subscriber transacts business. The End User must be 18 years of age or older to use the Services. If the End User uses the Services on behalf of a Subscriber, then they represent and warrant that (a) they are an authorized representative of the entity with the authority to bind the entity to the Agreement, and (b) they agree to this Agreement on the entity’s behalf. Using the Services, the End User represents and warrants that they meet these requirements.

“Free Services” means the Service or other products or features made available by Arctrieval to Subscriber on an unpaid trial or free basis. Arctrieval is under no obligation to provide Free Services. If Arctrieval does offer Free Services, Arctrieval has, in its sole discretion, the unilateral right to suspend access to Free Services for any Subscriber or End User at any time.

“Healthcare Provider” means any Healthcare Provider, Covered Entity, Health Plan, Healthcare Clearinghouse, or Business Associate, as defined by the Health Insurance Portability and Accountability Act of 1996, or any authorized third party with access to PHI.

“Material Breach” means any breach of this Agreement upon the occurrence of which a reasonable person in the position of the non-breaching party would wish to terminate this Agreement because of that breach immediately.

“Order” or “Order Form” means the Arctrieval-approved form or online subscription process by which you agree to subscribe to the Services and/or purchase Consulting Services. Most Orders are completed through our online payment process or in-application purchase by entering a payment method. Order may be referred to as a “Statement of Work” if you only purchase Consulting Services.

“Party” or “Parties” means the customer who purchased the Arctrieval Services (“Subscriber”) and Arctrieval Inc. (“Arctrieval”).

“Protected Health Information” or “PHI” means personal health information defined and protected by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). PHI is defined as personally identifiable information about an individual’s past, present, or future physical or mental health or condition of a patient, the provision of health care to an individual, or the past, present, or future payment for such care.

“Services” means cloud-based document retrieval and management platforms that enable the Subscriber and End User to create and manage their workflows and business tasks, including, but not limited to, the facilitation of record release requests for PHI and any other services or products that we may offer from time to time. It includes all of our web-based applications, tools, and platforms that you have subscribed to by an Order or that we otherwise make available to Subscriber, and are developed, operated, and maintained by Arctrieval, accessible via http://arctrieval.com or another designated URL, and any ancillary products and services that we provide to you.

“Site” means the Websites bearing the URLs www.Arctrieval.com, app.Arctrieval.com, and legal.Arctrieval.com, collectively, as well as any other Sites owned or operated by Arctrieval under the Arctrieval brand.

“Subscription Fee” means the amount you pay for the Subscription Service.

“Subscription Term” means the initial term of your subscription to the applicable Service, as specified on an Order, and each subsequent renewal term (if any). For Free Services, if offered, the Subscription Term will be the period during which Subscriber has an account to access the Free Services.

“Us,” “we,” “our,” and/or “Arctrieval” mean Arctrieval, Inc., a Delaware corporation registered as a foreign corporation in Arizona.

“You,” “Your,” or “User” means the Subscriber and/or End User of the Site and Services,

1.2. Agreement to be Bound

The Agreement and the relevant information on this Site, including any features and services available, such as RSS feeds, podcasts, video and photographs, publications, and other materials, are subject to the terms set forth herein. Please read them carefully, as any use of the Site or Services constitutes an agreement, without acceptance, to be bound thereby by the Subscriber and End User. By using the Site or Services, you represent that you are at least eighteen (18) years old, have read and understand the Agreement, and agree to be bound by the Agreement.

SECTION II: GENERAL PROVISIONS

2.1. About Us

Arctrieval provides an online resource for individuals, personal representatives, healthcare providers, attorneys, and authorized third parties to request and receive PHI and otherwise facilitate the exchange of PHI between parties authorized to release and receive such PHI.

2.2. Accuracy, Completeness, and Timeliness of Information Provided via the Site or the Services.

Arctrieval is not responsible if information made available on the Site or via the Services is not accurate, complete, or current, including but not limited to PHI received as part of the Services. You acknowledge that the Site and Services are provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information. This includes but is not limited to financial, healthcare, and/or legal decisions, actions, or failures to act, or any other undertakings the recipient of the PHI may take based, in whole or in part, on the information provided via the Site and/or the Services, including but not limited to the PHI produced. You acknowledge further that we are not the author of and maintain no control over the PHI that may be provided via the Site and Services, including but not limited to incomplete or inaccurate PHI and production mistakes caused by the negligence of the Healthcare Provider. Any reliance on the Site and/or the Services is at your own risk.

2.3. Errors in Web Site and Services.

We do not warrant that any errors in the Site and/or the Services will be corrected.

2.4. Modifications and Changes to Terms of Service.

We may modify, add to, suspend, or delete these Terms or other agreements, in whole or in part, in our sole discretion at any time, with such modifications, additions, or deletions immediately effective upon their posting to the Site or Services. Your use of the Site or Services after modification, addition, or deletion of these Terms of Service shall be deemed to constitute your acceptance of the modification, addition, or deletion.

2.5. Modifications and Changes to the Web Site, Services Offered.

We may modify, add to, suspend, or delete any aspect of the Site or any Services offered by us, in whole or in part, at our sole discretion at any time, with such modifications, additions, or deletions being immediately effective. Such modifications, additions, or deletions may include but are not limited to content, offered hours of availability, and equipment needed for access or use.

2.6. Site and Services Availability.

Arctrieval will use commercially reasonable efforts consistent with prevailing industry standards to make the Arctrieval Service available at least ninety-eight percent (98.0%) of the time as measured over the course of each calendar month during the Subscription Term, except for (a) scheduled maintenance, (b) unplanned downtime or (c) any unavailability caused by circumstances beyond Arctrieval’s reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, pandemics, civil unrest, acts of terror, strikes or other labor problems, Internet or other cloud service provider failures or delays, or denial of service attacks.

2.7. Right of Refusal, Limitation, Discontinuation, and Termination.

We reserve the right to refuse to provide access to the Site or Services or retrieve any PHI via the Services for any reason at any time at our sole and exclusive discretion. In our sole and exclusive discretion, we may limit, cancel, or revoke Subscriber or End User access to Sites and Services for any reason whatsoever, as allowable by law. If we make a change to or cancel access to Sites and Services, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time your Account was created; however, the failure to do so shall not result in any liability, including liability for lost data deleted as a result of the Account termination.

2.8. Prohibited Uses of Site and Services.

In addition to the other restrictions on use set forth herein, you agree and acknowledge that you shall not use the Site and/or the Services: (a) for any unlawful purpose; (b) to solicit End User to perform or participate in any unlawful acts or to engage in acts that are unrelated to the purpose(s) of the Site or the Services; (c) to violate any international, governmental, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Site or the Services; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Site or the Services. In our sole and exclusive decision, we reserve the right to terminate Subscriber or End User use of the Services and Site for violating any prohibited uses or for any other reason.

SECTION III: USE OF THE ARCTRIEVAL SERVICE

3.1. Subscription Grant.

Subject to the terms and conditions of the Agreement, Arctrieval grants Subscriber a limited, non-exclusive, revocable, non-assignable, non-transferable, non-sublicensable right during the Subscription Term to permit Subscriber’s End User to (a) access and use the Arctrieval Services; and (b) use the Documentation in support of such End User’s permitted use of the Arctrieval Services, in each case, solely for the internal business use of Subscriber. The number of licenses or rights to use the Arctrieval Services identified in the applicable Order (each an “Arctrieval License”) represents the number of licenses or Arctrieval Services for which Subscriber agrees to pay for the Subscription Term; Subscriber may delegate one (1) End User per Arctrieval User License

3.2. Subscription.

Subscriber acknowledges that Subscriber’s and Subscriber’s End User use of the Arctrieval Service is subject to and limited by the terms of the Agreement and that Subscriber’s End User’s right to access and use the Arctrieval Service is subject to their compliance with the Agreement. No additional rights are granted herein. Subscriber shall be solely responsible for any breaches of the Agreement by any End User to whom Subscriber provides access to the Arctrieval Service. In the event Arctrieval reasonably believes that Arctrieval Licenses to the Arctrieval Services are being shared or otherwise used by more than one End User per Arctrieval License, Arctrieval will require Subscriber to purchase additional Arctrieval Licenses, in excess of what is specified in the applicable Order.

3.3. Subscription Restrictions.

Subscriber and End User agree that the right to use and access the Arctrieval Services is subject to the following restrictions:

• Subscriber or End User shall not make any part of the Arctrieval Services or Subscriber’s logon credentials accessible to anyone other than End User;
• Subscriber or End User shall not attempt to reverse engineer, decompile, disassemble, or extract any element of and/or otherwise discover any source code, algorithms, methods, or techniques embodied in the Arctrieval Service, except to the extent expressly permitted by applicable law;
• Subscriber or End User shall not modify, adapt, transfer, translate, assign, pledge, rent, lease, loan, sell, resell, or create derivative works based on the Arctrieval Service or any user interfaces related to the foregoing;
• Subscriber or End User shall not attempt to access, upload, distribute, or make available for distribution any proprietary and/or confidential Data, the Arctrieval Services, or its related systems or networks, unless Subscriber has sufficient rights and proper authorization to do so;
• Subscriber or End User shall not engage in any OEM, SaaS, service bureau, time-sharing, outsourcing, application service provider or reseller or other distribution arrangements in connection with the Arctrieval Services without Arctrieval expressed written consent;
• Subscriber or End User shall not imply that the Arctrieval Service was developed, owned by, or proprietary to Subscriber or any other third party, including hiding, tampering, amending, removing, or otherwise amending any Arctrieval proprietary markings or legends placed upon or contained within the Arctrieval Services or any related materials;
• Subscriber or End User shall not use the Arctrieval Service or introduce code or other items to the Arctrieval Service in a manner that adversely affects the operation of Arctrieval’s servers or other systems;
• Subscriber or End User shall not use the Arctrieval Service to upload, create, access, display, manipulate, store, or distribute any Data that misappropriates or infringes the intellectual property or privacy rights of any third party;
• Subscriber or End User shall not use or access the Arctrieval Service in order to (i) build a competitive product or service or (ii) copy any features, functions, or graphics of the Arctrieval Services;
• Subscriber or End User shall not use the Arctrieval Services if it or any End User is directly or indirectly a competitor of Arctrieval;
• Subscriber or End User shall not upload, distribute, or otherwise publish to the Services any libelous, defamatory, obscene, pornographic, abusive, or otherwise illegal material;
• Subscriber or End User shall not upload, post, or otherwise transmit any content that violates any law or engage in activity that would constitute a criminal offense or give rise to civil liability;
• Subscriber or End User shall not threaten or verbally abuse other End User, use defamatory language, or deliberately disrupt discussions with repetitive messages, meaningless messages, or “spam”;
• Subscriber or End User shall not use language that abuses or discriminates based on race, religion, nationality, gender, sexual preference, age, region, disability, etc. Hate speech of any kind is grounds for immediate and permanent suspension of access to the Services;
• Subscriber or End User shall not personally attack another End User. Personal attacks are a direct violation of the Agreement and are grounds for immediate and permanent suspension of access to Services.

3.4. Third-Party Equipment and Software.

Subscriber acknowledges and agrees that to use Arctrieval Services, each End User will need a personal computing device, a tablet, or another computing device that has Internet access and is in compliance with Arctrieval’s written specifications, as may be set forth in the Documentation. In addition, certain third-party software that is not incorporated into the Arctrieval Service may be required to be loaded onto such computer or other device (each such device, when properly installed with the required third-party software to access the Arctrieval Service, herein referred to as an “Authorized Device”) for Subscriber to access, use, or enjoy the full benefit of the Arctrieval Service (including a compatible third-party web browser). Subscriber shall be fully responsible for obtaining Authorized Devices for use by Subscriber’s End User at Subscriber’s own cost. Subscriber’s use of such separately acquired third-party software shall be in accordance with any terms and conditions of the end user license agreement provided with such software. It is Subscriber’s responsibility to comply with such third-party terms and conditions. Subscriber acknowledges that Subscriber’s access to and use of the Arctrieval Service does not carry, and Subscriber does not receive under this Agreement any license, covenant not to sue, or other rights under any third-party intellectual property rights or other rights.

Subscriber agrees that Subscriber shall ensure that Subscriber’s use of the Arctrieval Services does not contain code, files, or programs that may interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, including, without limitation, by introducing viruses or similar code into the software contained in the Arctrieval Services or hosted systems or servers. Arctrieval is not responsible for any loss or damage to Subscribers’ Data or other property and materials. Subscriber assumes all risks for the Data and other property and materials of Subscriber.

Arctrieval recommends accessing the Site and Services through the Google Chrome or Microsoft Edge web browser (“Browser”) and installing all Browser updates. While not recommended, if other web browsers are used to access the Arctrieval Services, Subscriber shall ensure that the web browser supports HTTP/2 and TLS 1.2 or 1.3.

3.5. Identification Verification of Users; HIPAA Release.

Subscribers and End Users may be required to verify their identities to our satisfaction and otherwise authorize the handling of PHI. This may include but is not limited to providing proof of identity (such as via a passport or other photo-bearing piece of identification), residence (such as via a current utility bill), business address, business formation documents, or as otherwise required by law. Notwithstanding the forging, we do not bear any responsibility and cannot be held liable for the verification or non-verification of a Subscriber’s or End User’s identity, nor do we promise to verify the identity of any Subscriber or End User. We may also request and require that an individual or their personal representative sign and deliver to us a satisfactorily executed Personal Information and Signature Usage Authorization, Arctrieval Client Intake Form, Arctrieval Personal Representative Intake Form, 3rd Party HIPAA Authorization per HIPAA 45 CFR 164.508 or patient-directed request per HIPAA 45 CFR 164.524 prior to the acceptance of any order or request for the production of PHI.

SECTION IV: PRIVACY POLICY

The terms of the Arctrieval Privacy Policy are hereby incorporated into this Agreement and govern the Subscriber and End User use of the Site and Services.

SECTION V: DATA PROTECTION

5.1. Data Protection Agreement.

The terms of the Arctrieval Data Protection Agreement (“DPA”) are hereby incorporated into this Agreement.

5.2. Protection of Subscriber’s Data.

Arctrieval will use commercially reasonable efforts to maintain appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Subscriber’s Data (including Subscriber’s Personal Information). Arctrieval will not access, use, or disclose Subscriber’s Data except to provide the Arctrieval Service and prevent or address service or technical problems or at Subscriber’s request in connection with customer support matters. Although Arctrieval uses reasonable efforts to safeguard the security of such information, transmissions made on or through the Internet cannot be guaranteed to be secure.

5.3. Communication Security Features.

Subscriber acknowledges and agrees that the Arctrieval Service may contain server access restrictions, security, and other technology designed to offer Subscriber features that prevent unauthorized access or use of the Arctrieval Service. Subscriber agrees that Subscriber will not attempt to, encourage, or assist any other person to circumvent or modify any security technologies included as part of the Arctrieval Service.

5.4. End User Login Credentials.

Subscriber acknowledges and agrees that, if the necessary functionality is made available as part of the Arctrieval Service, Subscriber shall require each End User to create a user account, including a username and password, or other login credentials (altogether, “Login Credentials”) to access and use the Arctrieval Service. Each End User is solely responsible for maintaining the confidentiality of their Login Credentials and for all activities on the Arctrieval Service that occur through the use of such Login Credentials.

SECTION VI: CONFIDENTIALY

During the term of this Agreement, neither party shall (i) disclose to any unaffiliated third party any Confidential Information or (ii) use the Confidential Information for any purpose other than that indicated in this Agreement without the Disclosing Party’s prior written approval. The Receiving Party agrees to maintain the confidentiality of the Confidential Information disclosed by the Disclosing Party, using the same degree of care that it uses to protect its own confidential information (but in no event less than a reasonable degree of care), the Receiving Party agrees to notify the Disclosing Party promptly of any unauthorized disclosure of Confidential Information and to assist the Receiving Party in remedying any such unauthorized disclosure. The Receiving Party agrees that all persons having access to the Confidential Information under this Agreement will abide by the obligations set forth in this Agreement. Nothing in this Agreement shall be construed to restrict the parties from disclosing Confidential Information as required by law, court order, or other governmental order or request, provided in each case the party requested to make such disclosure shall timely inform the other party and use all reasonable efforts to limit the disclosure and maintain the confidentiality of such Confidential Information to the extent possible. In addition, the party required to make such disclosure shall permit the other party to attempt to limit such disclosure by appropriate legal means.

Neither party will disclose any third-party confidential information to the other party without obtaining such third-party’s written consent.

All Confidential Information disclosed hereunder shall remain the sole property of the Disclosing Party, and the Receiving Party shall have no interest in or rights with respect thereto except as expressly set forth in this Agreement.

Arctrieval may contract with third parties or subcontractors as Arctrieval deems appropriate to perform its obligations and/or services under this Agreement, including without limitation marketing assistance, e-mail delivery, hosting, back-up and recovery services, customer service, implementation, data migration and data analysis and shall have the right to disclose Subscriber’s Confidential Information to such third party in connection with their performance of services on Arctrieval’s or Subscriber’s behalf. Arctrieval will require any third-party service providers or subcontractors to maintain the confidentiality of the information disclosed to them, and such third parties or contractors are not permitted to use Confidential Information for any purpose other than to provide services to Arctrieval. Arctrieval will remain primarily liable to Subscriber for the performance of such subcontractors, provided, but does not apply to any third party with whom Subscriber directly contracts for data processing, implementation, migration, or other professional services.

The parties agree that unauthorized use or disclosure of Confidential Information would be a material breach of this Agreement, may cause irreparable harm to the Disclosing Party, and that the Disclosing Party shall be entitled to seek injunctive or other equitable relief seeking to restrain such use or disclosure without the necessity of posting any bond.

The provisions in this Section 6 shall survive for three (3) years after termination of this Agreement, except that with respect to any Confidential Information that constitutes a trade secret as defined under applicable law, the receiving party will continue to be bound by its obligations under this Section 6 for so long as such information continues to be eligible for trade secret protection under applicable law, but in no event for a period of less than the three (3) year period specified immediately above.

SECTION VII: SERVICE FEES

7.1. Subscription Fee.

The Subscription Fee will remain fixed during the Subscription Term unless you: (i) exceed your Arctrieval Licenses, Fax Send Limit, Maximum Storage Allotment, or other applicable limits, (ii) upgrade products or base packages, (iii) subscribe to additional features or products, or (iv) unless otherwise agreed to in the Order.

7.2. Record Request Service Fee.

Some portions of our Services may be subject to retrieval or other document production fees (hereinafter a “Record Request Service Fee,”) which shall be as set forth on our Site or otherwise made known to you via an electronic invoice and which may include such document production fees as permitted by law and as otherwise charged by a record-providing healthcare provider. Such Record Request Service Fee is payable in advance, and we may refuse to honor a request for the production of PHI until such time as the Record Request Service Fee has been paid.

The Record Request Service Fee Services do not include shipping and handling unless indicated otherwise. Shipping and handling will be added to the final purchase price, which is not confirmed until an electronic invoice is provided to the requesting party. Unless indicated otherwise, the subscriber is responsible for paying any shipping and handling charges.

7.3. Payment Method.

Electronic invoices for the facilitation of the production of PHI may be made using various payment methods as set out at the time of checkout and shall be processed immediately.

Arctrieval will automatically bill Subscriber’s credit card, debit card, or bank account in advance for all fees payable at the beginning of the Subscription Term.

You further authorize us to use a third party to process payments and consent to disclose your payment information to such a third party.

7.4. Cancellation.

Orders for PHI may be cancellable up until the point of payment of the invoice, except to the extent others acted in reliance upon your order by emailing us at info@arctrieval.com or by notifying the producing healthcare provider. If others have already acted upon your order for PHI, you may be subject to cancelation fees up to the complete cost of making a copy of the PHI.

Subscription orders may be canceled by emailing us at info@arctrieval.com up until the last day of the current Subscription Term. Arctrieval does not refund partial credits for any remaining time in the current Subscription Term.

7.5. Right of Refusal, Limitation, Change and Discontinuation.

In the event we change or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided when the order was placed.

We reserve the right to discontinue the sale and/or provision of any and all Services provided by us for any reason at any time in our sole and exclusive discretion, including but not limited to the HIPAA non-compliance of a PHI request, requesting party, or healthcare provider.

Any offer for the sale of any and all Services provided by us is void where prohibited.

7.6. Sales Tax.

All fees exclude any applicable local, state, or federal taxes, which we will charge as applicable. You agree to pay any applicable local, state, or federal taxes for using any Services or Order.

7.7. Training, Implementation, and Maintenance Fees.

In addition to the foregoing, Arctrieval and Subscriber may enter into a separate relationship for training, implementation, and maintenance related to the Services, where the same shall be provided on a time and materials basis at Arctrieval’s current hourly rates or through a defined training program.

7.8. Suspension for Non-Payment.

We will attempt to provide you with notice of nonpayment of any amount due. Unless the full amount has been paid, we may immediately suspend your access to any or all of the Services. We will not suspend the Service while you are disputing the applicable charges reasonably and in good faith and cooperating diligently to resolve the dispute. If a Service is suspended for nonpayment, we may charge a re-activation fee to reinstate it.

7.9. Suspension and Termination of Free Services.

If offered, we may suspend, limit, or terminate the Free Services for any reason at any time without notice. We may terminate your subscription to the Free Services due to your inactivity.

SECTION IIX: INTELLECTUAL PROPERTY AND OWNERSHIP

8.1. Ownership, Intellectual Property Rights Not Waived.

Arctrieval retains all ownership, rights, titles, and interests (including all Intellectual Property Rights and other rights) in and to the Arctrieval Service and all equipment, infrastructure, websites, materials, or deliverables provided to Subscriber by Arctrieval, including any updates of any of the preceding, any intangible ideas, residual knowledge, concepts, know-how and techniques related to or learned from its performance and provision of the Arctrieval Services, and any feedback submitted by Subscriber in accordance with Section 8.2 regarding Arctrieval’s current or future products or services, subject only to the limited rights expressly set forth in Section 3.1 of this Agreement. Subscriber does not acquire any other rights, express or implied, in the Arctrieval Service other than those rights expressly granted under this Agreement.

This is an Agreement for access to and use of the Site and Services, and you are not granted a license to any software or intellectual property by this Agreement. The Site and Services are protected by U.S. and, where applicable, international intellectual property laws.

Furthermore, excluding PHI, all material displayed or transmitted on this Site and via the Services, including but not limited to text, photographs, images, illustrations, video clips, audio clips, and graphics (hereinafter “Materials,”) is owned by us and is protected by U.S. and international copyright, trademarks, service marks, and other proprietary rights, laws, and treaties.

Except as provided, you may not copy, reproduce, publish, transmit, transfer, sell, rent, modify, create derivative works from, distribute, repost, perform, display, or in any way commercially exploit the Materials carried on the Site or via the Services, nor may you infringe upon any of the copyrights or other intellectual property rights contained in the Materials. You may not remove or alter, nor cause to be removed or altered, any copyright, trademark, or other proprietary notices or visual marks and logos from the Materials.

You acquire no rights or licenses in the Materials other than the limited rights to use the Site and Services in accordance with this Agreement. Any Materials accessed or downloaded from the Site or Service must be accessed or downloaded in accordance with the terms specified in this Agreement. We reserve any rights not expressly granted under this Agreement.

8.2. Feedback.

You may have the opportunity to provide reviews, suggestions, ideas, and feedback (hereinafter, collectively, “Feedback.”) Should you so provide such Feedback you grant us sole ownership of the same, which includes, without limitation, the right for us or any third-party we designate, to use, copy, transmit, excerpt, publish, distribute, publicly display, publicly perform, create derivative works of, host, index, cache, tag, encode, modify and adapt (including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies) in any form or media now known or hereinafter developed. All such Feedback shall be treated as non-confidential.

If it is determined that you retain moral rights (including rights of attribution or integrity) in the content submitted by you, you hereby declare that (a) you do not require that any personally identifying information be used in connection with the content or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion, and exploitation of the content by us or our licensees, successors, and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the content; and (d) you forever release us, and our licensees, successors and assigns, from any claims that you could otherwise assert against us by virtue of any such moral rights. You also permit any other End User to access, view, store, or reproduce the content for that End User’s use.

Notwithstanding the preceding, you acknowledge that your Feedback may contain concepts, ideas, materials, proposals, suggestions, and the like relating to Arctrieval or its initiatives (hereinafter your “Ideas.”) With respect to your Ideas, you acknowledge that: (a) we receive numerous submissions from many parties and/or may have independently-developed and/or considered ideas similar to your Ideas, and that our review of your Ideas is not an admission of novelty, priority or originality; and (b) our use of any ideas similar to your Ideas, whether based on your Feedback, provided to us by third-parties, or independently-developed or considered by us, shall be without obligation to you.

8.3. Subscriber’s Data.

Arctrieval does not claim ownership rights to any Uploaded Data Files created by End User, which are and shall continue to be the sole and exclusive property of Subscriber or End User, as applicable. Notwithstanding anything in the Agreement to the contrary, Arctrieval shall have the right to collect and analyze Subscriber’s Data and other content or information relating to the provision, use, and performance of various aspects of the Arctrieval Services and related systems, technologies, and offerings. Arctrieval will be free (during and after the term of the Agreement) to (i) use, access, store, copy, display, and transmit such data, content, and information to improve and enhance the Arctrieval Services and for other development, diagnostic and corrective purposes in connection with the Arctrieval Services and other Arctrieval technologies and offerings, and (ii) use and share such data in aggregate or other de-identified form (“Anonymized Data”) in connection with its business, including, without limitation, for artificial intelligence training purposes. Anonymized Data will not be considered Subscriber’s Confidential Information. No rights or licenses are granted except as expressly set forth herein, and Subscriber represents and warrants that it has the right to grant Arctrieval these rights.

8.4. Government Restricted Rights.

TThe Materials on the Site and provided via our Services are provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. Federal and/or any state or local government is subject to restrictions set forth in applicable laws and regulations. Use of the Materials by the U.S. Federal and/or any state or local government constitutes acknowledgment of Arctrieval’s proprietary rights therein.

SECTION IX: THIRD-PARTY ADVERTISEMENTS, PROMOTIONS, LINKS, AND SERVICES

9.1. Third-Party Advertisements and Promotions.

We may, from time to time, run advertisements and promotions and provide information from third parties on the Site. Your dealings or correspondence with, or participation in promotions of, advertisers other than us and any terms, conditions, warranties, or representations associated with such dealings are solely between you and such third-party. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the Site.

9.2. Third-Party Links.

Certain content, products, and services available via our Site may include third-party materials. Third-party links on the Site may direct you to third-party Sites and/or services that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy, and we do not warrant and will not have any liability or responsibility for any third-party materials or Sites or any other materials, products, or services of third parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions connected with any third-party with whom you connect via the Site. Please review the third-party’s policies and practices carefully and ensure you understand them before engaging in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

9.3. Third-Party Services.

As a part of the Arctrieval Services, Arctrieval may offer links to, or include within such Arctrieval Services, certain software, services, or information by or from other third parties (“Third-Party Services”). Such Third-Party Services are licensed to Subscriber, and Subscriber agrees that its use of such Third-Party Services is subject to and will comply with the license terms of such Third-Party Service and the terms of this Agreement. Arctrieval is not liable or responsible for any acts or omissions created or performed by these Third-Party Services. The Third-Party Services are provided “as is,” and Subscriber will have no remedy against Arctrieval with respect to any Third-Party Service.

SECTION X: LIMITED WARRANTY; LIMITATIONS OF LIABILITY

10.1. Limited Warranty.

During the Term, Arctrieval warrants that the Arctrieval Service will function in substantial accordance with its written specifications and Documentation. In the event of a material breach of Arctrieval’s warranty of this Section 10.1, Arctrieval agrees to use commercially reasonable efforts to cause the Arctrieval Service to function in substantial accordance with its specifications and Documentation. If Arctrieval notifies Subscriber that it is unable to remedy any material breach of this warranty, Subscriber or Arctrieval shall have the right to terminate the affected service and, upon such termination, Arctrieval will refund Subscriber a pro rata portion of any fees Subscriber prepaid for the canceled service based on the remaining unused portion of the Subscription Term for the canceled service. For any breach of the warranty above, Subscriber’s sole and exclusive remedy shall be as provided in this Section 10.1

10.2. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY.

(A) YOU AGREE THAT USE OF THE SITE AND SERVICES IS AT YOUR SOLE RISK. NEITHER US NOR OUR AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, OR LICENSORS WARRANT THAT THE USE OF THE SITE OR THE SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE OR SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION PROVIDED.

(B) ANY INFORMATION PROVIDED VIA THE SITE OR SERVICES, DOWNLOADABLE SOFTWARE, PRODUCTS, OR OTHER MATERIALS, WITHOUT LIMITATION, IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AGAINST INFRINGEMENT, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS AND CONDITIONS.

(C) ALTHOUGH ALL INFORMATION AND MATERIALS CARRIED ON THE SITE AND PROVIDED VIA THE SERVICES ARE BELIEVED TO BE RELIABLE, WE MAKE NO REPRESENTATIONS, NEITHER EXPRESSLY NOR IMPLIEDLY, AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF THE SITE AND/OR SERVICES.

(D) IN NO EVENT SHALL WE OR OUR AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, AND LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO PROFESSIONAL LIABILITY DAMAGES, MALPRACTICE LOSSES, AND DAMAGES, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, PERSONAL INJURY OR DEATH, PROPERTY DAMAGE, REPUTATIONAL HARM, OR LOSS OF INFORMATION OR DATA, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE SITE OR SERVICES.

(E) OUR LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF OUR AFFILIATES AND ANY RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, AND LICENSORS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF SERVICE FEES YOU PAY TO US IN THE SIX (6) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS AND NO/CENTS ($100.00,) WHICHEVER IS GREATER.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS.

The above limitations shall survive this Agreement and inure to the benefit of us and our affiliates, directors, officers, members, employees, contractors, parents, subsidiaries, agents, third-party content providers, licensors, and any purchasing person or entity in the event that we are sold, in whole or in part, and/or restructured.

10.2. Use of API Keys.

Subscriber acknowledges and agrees that if Arctrieval grants Subscriber access to any Arctrieval API, Subscriber assumes all responsibility for the actions of any person or entity with whom Subscriber shares such API access. Certain prohibited uses of the API are set forth in Section 3.3 of this Agreement.

10.3. Third Party-Service Disclaimer.

Arctrieval is not the publisher of information supplied by Third-Party Services. ARCTRIEVAL ASSUMES NO RESPONSIBILITY AND MAKES NO REPRESENTATIONS, WARRANTIES, RECOMMENDATIONS, ENDORSEMENTS OR APPROVALS WITH REGARD TO SUCH THIRD-PARTY INFORMATION OR SERVICE.

SECTION XI: INDEMNITY

11.1. Subscriber’s Indemnity Obligations.

Subscriber agrees to indemnify, defend and hold harmless Arctrieval and its officers, directors, employees, stockholders, agents, representatives, successors and assigns from and against any and all losses, claims, costs, demands, damages, deficiencies, actions, judgments, settlements, interest, awards, penalties, fines, liabilities or expenses of whatever kind, including, but not limited to, reasonable attorneys’ fees and costs (“Losses”) arising from any third party suits, actions, claims, or proceedings (“Claims”): (i) alleging that the content and/or Data (including Personal Information) infringes or misappropriates a third party’s intellectual property, privacy or other rights; (ii) resulting from Subscriber’s or Subscriber’s End User’s use of the Arctrieval Service; (iii) resulting from Subscriber’s or Subscriber’s Authorized End User’, employees’ or agents’ breach of or failure to comply with or fulfill any term, condition, representation, or covenant under this Agreement; or (iv) any failure by Subscriber or its employees, agents or Authorized End User to comply with any applicable federal, state or local laws, regulations or codes applicable to Subscriber’s obligations under this Agreement or use of the Arctrieval Services.

11.2. Arctrieval’s Indemnity Obligations.

Arctrieval agrees to indemnify and defend Subscriber from and against any Claim initiated by a third party alleging that Subscriber’s use of the Arctrieval Service in accordance with the terms of this Agreement infringes any United States patents of which Arctrieval is aware, any copyrights of any third party or trade secret rights, provided, however, that Arctrieval shall not be obligated to indemnify and defend Subscriber from and against any Claim to the extent arising from (i) any matter for which Subscriber are obligated to indemnify Arctrieval according to Section 11.1 above; (ii) use of the Arctrieval Service with any other software or service not provided by Arctrieval, if, but for such combination, the use of the Arctrieval Service would not have been infringing; and/or (iii) use of the Arctrieval Service under a Trial/Evaluation/Free Subscription. In addition, Subscriber shall be obligated to notify Arctrieval promptly upon learning of any Claim for which Subscriber seeks indemnification according to this Section 11.2. Subscriber must provide Arctrieval with sole control and authority over the defense and/or settlement of the Claim, subject to Subscriber’s provision of reasonable assistance at the request of Arctrieval and at Arctrieval’s expense. Should the Arctrieval Service become or, in Arctrieval’s reasonable opinion is likely to become, the subject of any Claim, Arctrieval may, at its option and expense, either: (a) procure for Subscriber the right to continue to use the Arctrieval Service as contemplated by this Agreement, (b) replace or modify the Arctrieval Service to make its use in accordance with this Agreement non-infringing, or (c) with thirty (30) days’ notice to Subscriber, terminate this Agreement and refund to Subscriber any prepaid subscription fees covering the remainder of the Subscription Term after the effective date of termination.

11.3. Exclusive Remedy.

This Section 11 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of Claim described in this Section 11.

SECTION XII: GOVERNING LAW; ARBITRATION; DISPUTE RESOLUTION

12.1. Governing Law.

This Agreement shall be governed and construed in accordance with the laws of Arizona without regard to its conflicts of law provisions. Each party irrevocably consents to the mandatory and exclusive personal jurisdiction and venue of the state and federal courts located in Maricopa County, Arizona, with venue proper only in Maricopa County, and any cause of action that relates to or arises from this Agreement, the Services and/or the Site must be filed therein unless subject to the binding arbitration provisions of Section 12.2. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sales of Goods, the application of which is expressly excluded.

12.2. Arbitration.

Except for (i) the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or to prevent irreparable harm; or (ii) the right of Arctrieval to enforce its right to collect amounts due under this Agreement, any claim or controversy arising out of or relating in any way to this Agreement or to a breach of this Agreement, shall be finally, and exclusively, settled by binding arbitration in Phoenix, Arizona. The arbitration shall be held before one arbitrator under the Commercial Arbitration rules of the American Arbitration Association (“AAA”) in force at that time. The arbitrator shall be selected pursuant to the AAA rules. The arbitrator shall apply the substantive law of the State of Arizona, except that the interpretation and enforcement of this arbitration provision shall be governed by the Federal Arbitration Act. To begin the arbitration process, a party must make a written demand. The prevailing party shall be entitled to receive all attorneys’ fees and costs from the other party. Any judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction in Arizona. The AAA Commercial Arbitration Rules can be found at www.adr.org/Rules.

12.3. Dispute Resolution.

For all disputes or claims Subscriber may have, Subscriber must first give Arctrieval an opportunity to resolve Subscriber’s claim by sending a written description of Subscriber’s claim (“Notice of Dispute”) to legal@arctrieval.com. The Notice of Dispute must contain enough information for Arctrieval to identify Subscriber’s account and attempt to resolve Subscriber’s claim, including (a) Subscriber’s name and contact information; (b) account number; (c) a written description of the problem, relevant documents, and supporting information; and (d) a good faith calculation of the damages Subscriber claims to have suffered and a statement of the specific relief Subscriber is seeking. Subscriber may be represented by an attorney or other person in that process.

The Parties agree to negotiate any claim(s) between them in good faith. Arctrieval and Subscriber each agree that neither Party may commence any arbitration, mediation, or court proceeding (except as allowed by this Section 12, including for collection disputes) unless Arctrieval and Subscriber are unable to resolve the claim(s) within 30 days after receipt of the Notice of Dispute and the Parties have made a good faith effort to resolve the claim during that time. If the Parties cannot resolve the dispute, the Parties agree to mediate the dispute within a reasonable time. Either Party may (by written notice to the other Party) submit the dispute to mediation. Each Party will bear its costs concerning the mediation. If one or more Parties are not satisfied with the result proposed by the mediator, the dispute may be referred (by written notice to the other Party) to arbitration in accordance with Section 12.1.

SECTION XIII: MISCELLANEOUS

13.1. Affiliate Disclosure.

We may have an affiliate relationship with third parties and affiliates whose products and services we link and promote through the Site and/or the Services. Because of this relationship, we may earn a commission on products purchased by a User from a third-party affiliate.

13.2. Different and Conflicting Terms.

We reserve the right but assume no obligation, to agree to different or conflicting terms and conditions with respect to any Subscriber or End User. Any such terms and conditions will not be enforceable unless specifically agreed to by us in writing.

13.3. Authority.

Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its Terms.

13.4. Waiver.

Any waiver of a right under this Agreement shall only be effective if agreed to or declared in writing. A delay in exercising a right or the non-exercise of a right shall not be deemed a waiver and shall not prevent a party from exercising that right in the future. The rights and remedies provided herein are cumulative and not exclusive of any rights and remedies provided by law.

13.5. Force Majeure.

Arctrieval shall not be bound to meet any obligation if prevented from doing so as a consequence of Acts of God or force majeure, including but not limited to measures taken or imposed by any government or public authority or in case of any other event beyond the control of us, including but not limited to natural disasters (such as storm, hurricane, fire, flood, earthquake), war, civil unrest, terrorist activities, states of emergency, government sanctions, embargos, nationalizations, strikes and breakdowns of public utilities (such as of electricity or telecommunication services). We shall use all reasonable efforts to notify you of the circumstances causing the delay and resume performance as soon as possible, without undue delay.

13.6. Assignment.

Subscriber may not assign, sell, transfer, delegate, or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement or any rights or obligations under this Agreement without the prior written consent of Arctrieval which may be withheld at Arctrieval’s discretion. Any purported assignment, transfer, or delegation by Subscriber shall be null and void. Arctrieval shall have the right to assign this Agreement without Subscriber’s consent and prior notice to Subscriber. Subject to the preceding, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

13.7. Rights of Third Parties.

These Terms do not give any right to any third-party unless explicitly stated herein.

13.8. Relationships of the Parties.

Arctrieval’s relationship with Subscriber will be that of an independent contractor. It is agreed and understood that neither party is the agent, representative, or partner of the other. And neither party has any authority or power to bind or contract in the name of or to create any liability against the other in any way or for any purpose pursuant to this Agreement. Nothing contained in this Agreement shall be construed to give either party the power to direct and control the day-to-day activities of the other, constitute the parties as partners, joint venturers, principal and agent, employer and employee, co-owners, or otherwise as participants in a joint undertaking, or allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever.

13.9. Severability.

If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

13.10. Notices.

Except as explicitly stated otherwise, any notices shall be given by postal mail to Arctrieval, Inc., located at 23233 N. Pima Road, Suite 113, Scottsdale, Arizona 85255, and, in the case of any End User, to the email address you provide to us (either during the registration process or when your email address changes). Notice shall be deemed given twenty-four (24) hours after such email is sent unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid, and return receipt requested to the address provided to us upon Account registration. In such case, notice shall be deemed given three days after the date of mailing.

13.11. Language.

This Agreement is in English, and all communications and proceedings must be conducted in English. If this Agreement is translated, the English language version will control.

13.12. Updates.

Arctrieval may modify this Agreement from time to time, in which case Arctrieval will update the “Last updated” date at the top of this Agreement. It is solely Subscriber’s responsibility to review this Agreement from time to time to view any such changes. The updated Agreement will be effective as of the posting time or later as specified in the updated Agreement. Subscriber’s continued access or use of the Arctrieval Services after the modifications have become effective will be deemed Subscriber’s acceptance of the modified Agreement.

13.13. Entire Terms of Service Agreement.

The Terms of Service Agreement is the final, complete, and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and understandings between the Parties, including, without limitation, any prior or subsequent purchase orders, requests for proposals, invoice, receipt, correspondence, acceptance or otherwise proffered by the Subscriber, unless each party mutually and expressly agrees to such provision in writing. To the extent there is a conflict between the terms of this Agreement and any of the foregoing, the terms of this Agreement shall prevail.