These Terms and Conditions (the "Terms") govern the use and delivery of the Product(s) (as defined below) made available by Arcus Analytica Inc. ("Arcus Analytica") to you ("Client") pursuant to any Arcus Analytica quote, invoice, order or subscription (an "Order") or as part of any free trial, each of which incorporates these Terms by reference. Arcus Analytica agrees to provide to Client the Product only on these Terms. Arcus Analytica rejects any additional, different or varying terms proposed by the Client unless an authorized officer of Arcus Analytica expressly consents to such terms in writing. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1.1 Arcus Analytica will provide to Client access to the product(s) listed in the Order (the "Product") in accordance with the terms and conditions of these Terms and the Order. Subject to Client's compliance with the Terms and the Order, Arcus Analytica grants Client during the License Period a non-exclusive, non-assignable, limited right for the Users to install and use the Product on up to the particular number of devices specified in the Order, solely for Client's internal operations. Client will be responsible for the Users' compliance with these Terms and the Order. "License Period" means the period defined in the Order unless the Order is terminated earlier in accordance with these Terms and the Order. "Users" means those employees, consultants, agents or contractors of Clients that are authorized by Client to use the Product.
1.2 The Order will describe the specifications for the Product. Arcus Analytica will have the right, at its sole discretion, to make changes to these specifications during the License Period provided that any such changes do not materially reduce the level of performance, functionality or availability of the Product during the applicable License Period. Client will be responsible for ensuring that Client meets the hardware and software specifications required for the use of the Product.
1.3 Client will not, and will ensure that the Users will not: (a) alter, modify, change, reverse engineer, disassemble, decompile, reproduce, publish, adapt, or make derivative works of, the Product or any part thereof, (b) license, rent, sell, transfer, assign, distribute, outsource, permit timesharing or service bureau use of, or commercially exploit the Product; (c) make available the Product to any third party except as permitted by these Terms and the Order; (d) use the Product other than in compliance with applicable laws; (e) disclose any download links, activation code, license key and/or registration information provided to Client for use in relation to the Product to any third party; (f) use the Product to cause damages or injury to anyone or any property, or harass anyone; (g) publish any material that is harassing, defamatory, obscene, unlawful or that violates the rights of any third party (including privacy rights and intellectual property rights); (h) breach or exceed any restrictions or limits on the use of the Product specified in the Order; (i) introduce in the Product or any Arcus Analytica system used in connection with the Product any virus, Trojan horse, malware, worm or any other harmful programming routine or code; (j) engage in any vulnerability scanning, penetration test of the Product or password cracking; and (k) access or use the Product to build or support products or services directly or indirectly competitive to any Arcus Analytica products or services. The functionality of the Product may be suspended, limited or restricted, in whole or in part, to prevent the illegal usage of the Product or usage of the Product that violates the Terms or Order. Client acknowledges and agrees that the performance of the Product and Arcus Analytica's obligations under these Terms are subject to certain hardware minimums specified by Arcus Analytica from time to time.
2.1 The Product is licensed, not sold. As between the parties, Arcus Analytica retains all right, title and interest in and to the Product, any documentation related thereto, and all copies thereof and in all related copyrights, trade secrets, trademarks and any other intellectual property rights embodied therein or used in association with the Product. No right or license will be implied by estoppel or otherwise, other than the rights and license expressly granted to Client under the Terms. For the avoidance of doubt, all rights in relation to the Product not expressly granted in the Terms or Order are reserved by Arcus Analytica. If Client provides any suggestions, feedback or improvements to the Products, Arcus Analytica will have the right to use and have others use such suggestions, feedback and improvements for any purpose.
2.2 If Client is provided access to or use of any third-party software, content, works or materials (the "Third Party Materials") through the use of the Product or in connection with the Product, all ownership and intellectual property rights in and to such Third-Party Materials will remain with the applicable third party. The use of such Third-Party Materials will be subject to the terms and conditions of such third party applicable to Client and Arcus Analytica is not responsible for and will have no liability whatsoever in respect of such Third-Party Materials.
2.3 Client will be responsible for: (a) the security of all passwords associated with its accounts; and (b) any security vulnerabilities, and the consequences of such vulnerabilities, arising from Client's Content or from Client's use of the Product.
3.1 ARCUS ANALYTICA DOES NOT ACCEPT ANY LIABILITY FOR CLIENT'S OR USER'S USE OF THE PRODUCT. CLIENT'S AND USER'S USE OF THE PRODUCT IS AT IT'S OWN RISK. THE PRODUCT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND INCLUDING WITHOUT LIMITATION IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, DURABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS, ALL OF WHICH ARE HEREBY DISCLAIMED BY ARCUS ANALYTICA TO THE FULLEST EXTENT PERMITTED BY LAW. ARCUS ANALYTICA WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO CLIENT OR USERS OR ANY OTHER PERSON FOR ANY LOSS OR DAMAGE ARISING FROM, CONNECTED WITH, OR RELATING TO THE USE OF THE PRODUCT BY CLIENT OR USER OR ANY OTHER PERSON.
3.2 ARCUS ANALYTICA DOES NOT REPRESENT OR WARRANT, NOR PROVIDES ANY CONDITIONS, THAT: (A) THE PRODUCT WILL PERFORM ERROR-FREE OR UNINTERRUPTED; (B) ARCUS ANALYTICA WILL CORRECT ALL PRODUCT ERRORS OR DEFICIENCIES; OR (C) THE PRODUCT WILL MEET CLIENT'S REQUIREMENTS OR EXPECTATIONS.
3.3 WITHOUT LIMITING THE GENERALITY OF SECTION 4.1, ARCUS ANALYTICA EXPRESSLY DISCLAIMS ALL LIABILITY ARISING FROM OR IN CONNECTION WITH: (A) ANY OUTPUT GENERATED BY THE PRODUCT; (B) ANY DECISION, ACTION, OR OMISSION MADE BY CLIENT OR ANY USER IN RELIANCE UPON ANY OUTPUT; (C) ANY INACCURACY, INCOMPLETENESS, BIAS, HALLUCINATION, OR ERROR CONTAINED IN ANY OUTPUT; OR (D) THE FAILURE OF ANY OUTPUT TO MEET THE CLIENT'S REQUIREMENTS OR EXPECTATIONS. CLIENT ACKNOWLEDGES THAT ARCUS ANALYTICA ASSUMES NO RESPONSIBILITY FOR THE CONSEQUENCES OF CLIENT'S RELIANCE ON OUTPUT.
4.1 ARCUS ANALYTICA'S ENTIRE AGGREGATE LIABILITY UNDER ALL ORDERS SHALL IN NO EVENT EXCEED THE FEES PAID BY CLIENT TO ARCUS ANALYTICA UNDER THE ORDER IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
4.2 IN NO EVENT SHALL ARCUS ANALYTICA BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, SALES, DATA, GOODWILL OR REPUTATION.
4.3 THIS SECTION WILL APPLY REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. NOTWITHSTANDING THIS SECTION , IN NO EVENT WILL ARCUS ANALYTICA BE LIABLE FOR ANY ISSUES THAT ARISE DIRECTLY OR INDIRECTLY FROM CLIENT'S CONTENT OR THIRD PARTY MATERIALS OR SERVICES PROVIDED BY THIRD PARTIES.
5.1 Governing Law. The Order will be governed by the laws of the province of Ontario and the laws of Canada applicable therein. The parties agree to submit to the exclusive jurisdiction of the courts of Ontario in respect of any matter relating to or arising out of the Order.
5.2 Entire Agreement. The Order and these Terms constitute the entire agreement between the parties pertaining to the subject matter of the Order and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties regarding such subject matter, and there are no representations, warranties or other agreements between the Parties in connection with the subject matter of the Order except as specifically set out in the Order.
5.3 Conflict. In the event of any conflict or inconsistency between the Terms and any Order, the wording of the Terms will prevail. These Terms shall not apply in the event that Arcus Analytica and Client have entered into a written Order on separate terms and conditions.
5.4 Amendment. No amendment of the Order will be binding unless it is in writing and executed by the authorized representative of each party.
5.5 Enurement. The Order will enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
5.6 Assignment. Client may not assign the Order or the rights granted to Client under the Order without the prior written consent of Arcus Analytica.
5.7 Waiver. No waiver of the Terms, Order or any Section of the Terms or Order is binding unless it is in writing and executed by the Party to be bound. No waiver of, failure to exercise, or delay in exercising, any Section of the Terms or the Order constitutes a waiver of any other Section (whether or not similar) nor does any waiver constitute a continuing waiver unless otherwise expressly provided.
5.8 Severability. Each Section of the Terms and Order is distinct and severable. If any Section of the Terms or Order, in whole or in part, is or becomes illegal, invalid, void, voidable or unenforceable in any jurisdiction by any court of competent jurisdiction, the illegality, invalidity or unenforceability of that Section, in whole or in part, will not affect the legality, validity or enforceability of the remaining Sections of the Terms or Order, in whole or in part; or the legality, validity or enforceability of that Section, in whole or in part, in any other jurisdiction.
5.9 Client List. Client hereby grants Arcus Analytica the right to name Client (and display its logo) in its clients list, on its website and in its marketing presentations and materials (including a link to Client's website and address).
5.10 Force Majeure. Arcus Analytica will not be responsible for failure or delay of performance of its obligations under the Order outside of its reasonable control including act of God, war, internet outage, telecommunication outage, electrical outage, strike, fire and natural disasters. Arcus Analytica will use reasonable efforts to mitigate the effect of such events.
6.1 The Order will be effective as of the date set out therein until the expiry of the License Period.
6.2 Arcus Analytica will have the right to terminate the Client's use of the Product upon notice, in the event of: (a) material breach of these Terms by Client or any User; (b) a breach of any payment obligations by Client; or (c) a breach of any other term of the Order by Client which has not been cured within 15 days of notice thereof.
Last Updated: April 02, 2026