DSP Portal Terms of Use & User Agreement

Effective Date: August 5, 2021  

YOUR AGREEMENT

This Terms of Use and User Agreement (“Agreement”) constitutes a legally binding agreement made between you and ARC Labs, LLC, in connection with your access to and use of this DSP Portal (“Portal”). You expressly acknowledge and agree that by accessing and/or using the Portal, you have read, understood, and agreed to be bound by this Agreement, and that you have read, understood, and agree to the terms and conditions of our Privacy Notice, which identifies the personal information we collect, how we use it, share it, protect it, and any data rights associated with it. Our Privacy Notice may be found here. 

In this Agreement:   

Please note that the Dispute Resolution section below has a binding arbitration clause and class action waiver. It affects your right on how to resolve disputes. IF YOU DO NOT AGREE WITH ALL OF THIS AGREEMENT, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE PORTAL AND YOU MUST DISCONTINUE USE IMMEDIATELY. 

MODIFICATION

This Agreement may be modified by or subject to specific written agreements we have entered into with you if such agreement expressly states so. When applicable, and where expressly stated, those agreements govern. We reserve the right, in our sole discretion, to change or modify this Agreement at any time and for any reason. We reserve the right to modify or discontinue all or part of the Portal without notice and for any reason at any time. 

While we will alert you about changes made by updating the “Last updated” date above, by using the Portal, you expressly and affirmatively waive any right to receive specific notice of each such change. You agree that it is your responsibility to periodically review this Agreement to stay informed of any updates and the obligations and requirements expected of you. You will be subject to, and will be deemed to have been made aware, of any changes, and to have accepted those changes, in any revised terms of this Agreement by your use of the Portal after the date such revised terms are posted. There may be information on the Portal that contains errors, inaccuracies or omissions, including descriptions. We reserve the right to correct any typographical errors, scrivener errors, inaccuracies, or omissions at any time without prior notice. 

GRANT OF ACCESS AND USE

Your organization must register with us in order to obtain access to the Portal. You must be either a registered administrator or user, with a valid user name and password, and must be at least eighteen (18) years of age to access the Portal. Subject to the terms and conditions of this Agreement, upon registration, ARC Labs grants you the non-transferable, non-sublicensable, non-exclusive right to access and use the Portal via remote internet access solely for your internal business purposes, and for no other purpose whatsoever. You expressly acknowledge and agree that you have no right to access or use the Portal, or to permit any person or organization to access or use the Portal, unless explicitly provided for under this Agreement. 

We cannot guarantee that the Portal will be available at all times. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Portal during any downtime or discontinuance of it. Nothing in this Agreement will be construed to obligate us to maintain and support the Portal, or to supply any corrections, updates, or releases in connection with it. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Portal. 

You only may access or use the Portal pursuant to the terms and conditions of this Agreement and applicable law. You may not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, or otherwise commercially exploit the Portal in a manner inconsistent with this Agreement and/or applicable law. You may not make the Portal available to any third party. You may not share your username, password, or account access. You may not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Portal, or access or use the Portal in order to build a similar or competitive product or service. Your use of the Portal must not cause undue strain or stress on ARC Labs’ network through excessive API calls or other non-standard and/or excessive use.  ARC Labs may suspend your access to and/or use of the Portal, in whole or in part, at any time without notice if ARC Labs reasonably believes that you are in breach of this Agreement. Although ARC Labs has no obligation to monitor the use of the Portal, it may do so and may prohibit any use it believes may be (or alleged to be) in violation of the foregoing.

INTELLECTUAL PROPERTY RIGHTS

Portal Content / Rights and Marks. Unless otherwise indicated expressly under a separate written agreement, the Portal, and all materials and information provided on it and in connection with it, is our proprietary property (“Materials”). All Materials, source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Portal (collectively, “Content”), including all copyrights, trademarks, service marks, and logos contained therein (“Rights and Marks”) are owned or controlled by us or licensed to us, and/or are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. The Content and the Rights and Marks are provided “AS IS” for your information and personal use only. 

Provided that you are eligible to use the Portal per this Agreement, you are granted a limited license to access and use the Portal to download or print any portion of the Content to which you have properly gained access solely for your company’s non-commercial use to review the status of a claim made against or in connection with your organization, to review evidence demonstrating your organization’s legal, contractual and/or financial responsibility for part of all of such claim, and/or to arrangement for payment of any such liability.  

We reserve all rights not expressly granted to you in in connection with the Portal, its Content, and/or Rights and Marks. Except as expressly provided in this Agreement, no Content, Rights and Marks, or any part of the Portal may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever without our prior express written permission. 

Responsibility for Content and Submissions. We are not liable for any statements or representations made in the Content, or in any submission you make in connection with your use of the Portal. You are solely responsible for any submission you make to the Portal, and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your submissions, or any Content made available on the Portal.  

Suggestions and Feedback. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information you provide regarding the operation, efficiency, or delivery of the Portal ("Suggestions") are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Suggestions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all rights, including moral rights, to any such Suggestions, and you hereby warrant that such Suggestions are original with you or that you have the right to submit them. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Suggestions.

Reservation. All rights not expressly granted to you in this Agreement are reserved to ARC Labs.

REPRESENTATIONS AND WARRANTIS MADE BY YOU

By using the Portal, you represent and warrant that: 

• You are not under the age of 18, you have a valid account and password, and that you have the legal capacity to enter into this Agreement on your behalf and on behalf of your organization for access to and use of the Portal;
• You agree to comply with this Agreement;  
• Any and all information submitted by you is true, accurate, current, and complete, and that you will maintain the accuracy of such information and promptly update any such information as necessary; 
• You will not access the Portal through automated or non-human means, whether through a bot, script, or otherwise;  
• The username and password assigned to a natural person is for the sole use of that natural person. You will not share any user name or password, allow any user name or password to be shard, or access or use the Portal using someone other person’s username or password.
• You will not use the Portal for any illegal or unauthorized purpose, or to violate any applicable laws; and
• You will not access or use the Portal for any commercial purpose or any purpose other than to access and use the Platform to review the status of a claim made against or in connection with your organization, to review evidence demonstrating your organization’s legal, contractual and/or financial responsibility for part of all of such claim, and/or to arrangement for payment of any such liability.

If you violate any of the above representations, including without limitation the use of the Portal in violation of this Agreement and/or applicable law, we have the right to suspend or terminate your access or ability to use the Portal, and to refuse any and all current or future use of the Portal (or any portion thereof). We also reserve the right to refer any such matter to law enforcement, if applicable, to protect our rights and the rights of others. 

If you register a username and an account on our Portal, you agree to keep your password associated with your username and account secure and confidential, and you agree you are responsible for all use of your account and password. You are responsible for the security of your password. If you believe that your password has been compromised, you agree to notify us immediately. We reserve the right to remove, suspend, or terminate your access and use of the Portal if you share your user name or your password, and/or allow another to use your username and password. We reserve the right to remove, reclaim, reject, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, unavailable, or otherwise objectionable.

PROHIBITED ACTIVITIES

You may not access or use the Portal for any purpose inconsistent with this Agreement. The Portal may not be used in connection with any commercial endeavors except those that are specifically approved by us. In addition to your representations and warranties above, when you access or use the Portal, you expressly and affirmatively agree not to:

• Violate any applicable law, regulation, or rule, or any privacy or publicity right of any third party;
• Circumvent, disable, or otherwise interfere with any of the Portal’s security-related features, including features to prevent or restrict access to the Portal or any portion of it; 
• Trick, defraud, or mislead us or others, including in any attempt to learn sensitive information, like a user’s password, or data made available on the Portal; 
• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Portal or modifies, impairs, disrupts, alters, or interferes with the use of the Portal or any of its features, functions, operation or maintenance; 
• Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation any form of “spyware” or “passive collection mechanisms” or “pcms”;  
• Interfere with, disrupt, or create an undue burden on the Portal or the networks, information systems, or services connected to the Portal;  
• Retrieve data or other content from the Portal to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;  
• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools. This prohibition includes, except as may be the result of use of standard search engines or browsers the use, launch, or distribution of any spider, cheat utility, scraper, or offline reader that accesses the Portal, or using or launching any unauthorized script or other software; 
• Make any unauthorized access or use of the Portal, including collecting claimant information or contact information, for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses, or otherwise using the information in a manner unrelated to the permissible use of the Portal under this Agreement; 
• Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Portal, or delete the copyright or other proprietary rights notice from any Content; 
• Copy or adapt the Portal’s software or code;  
• Use the Portal as part of any effort to compete with us or otherwise use the Portal and/or the Content for any revenue-generating endeavor or commercial enterprise; and 
• Use any information obtained from the Portal to harass, annoy, intimidate, abuse, communicate, solicit, or harm another person, and/or to disparage, tarnish, or otherwise harm, in our opinion, us, and/or the Portal.  

TERM AND TERMINATION

This Agreement shall remain in full force and effect while you use the Portal and/or have an account to access or use the Portal. 

WITHOUT LIMITING ANY OTHER PROVISION HEREIN, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, TERMINATE OR TO DENY ACCESS TO AND USE OF THE PORTAL TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED HEREIN OR FOR VIOLATION OF ANY APPLICABLE AGREEMENT OR LAW. 

If we terminate or suspend your ability to access or use the Portal for any reason, you are prohibited from registering and creating a new account or using a different seat under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

PORTAL MANAGEMENT

We reserve the right, but not the obligation, to in our sole discretion and without limitation: (1) monitor the Portal for violations of this Agreement and/or any applicable agreement or law; (2) take any legal action we deem appropriate against anyone who, in our sole discretion, violates any law or this Agreement, including without limitation, reporting such violation to law enforcement authorities; (3) without notice or liability, to remove from the Portal or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and/or (4) otherwise manage the Portal in a manner designed to protect our rights and property, the rights and property of others, and/or to facilitate the proper functioning of the Portal.  

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES  

Visiting our website, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on our Platform, satisfy any legal requirement that such communication be in writing under 15 U.S.C. s. 7001. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA OUR PLATFORM. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means. 

DISCLAIMER

EXCEPT AS EXPRESSLY PROVIDED HEREIN OR SCHEDULED, ARC LABS DOES NOT WARRANT THAT ACCESS TO THE PORTAL WILL BE UNINTERRUPTED OR ERROR-FREE. NOR DOES ARC LABS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PORTAL. THE PORTAL IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE PORTAL WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PORTAL AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PORTAL OR ITS CONTENT, AND WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PORTAL, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF THE PORTAL, INCLUDING OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL DATA AND/OR OTHER INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PORTAL, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PORTAL BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PORTAL. 

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR ACCESS TO OR USE OF THE PORTAL, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US  DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR $1.00 USD. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your access to or use of the Portal, including any information you submit on the Portal; (2) your breach of this Agreement, including your representations and warranties set forth herein, or any applicable law; (3) your violation of the rights of a third party person or organization, including but not limited to, privacy or publicity rights, defamation, or intellectual property rights; (4) any overt harmful act toward any other organization or person, including any other Portal user, in connection with the Portal; and (5) your submissions or Suggestions. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it. Your indemnification and hold harmless liabilities hereunder are not capped or limited by any limitations of liability herein. 

GOVERNING LAW 

This Agreement and your use of the Portal are governed by and construed in accordance with the laws of the State of New Jersey, without regard to conflicts of law principles or international convention, including without limitation the Uniform Computer Information Transactions Act or the U.N. Convention on the International Sale of Goods. 

DISPUTE RESOLUTION

Binding Arbitration and Class Action Waiver

We hope we never have a dispute. However, if we ever have a dispute arising out of or in any way related to your use of the Portal, in order to expedite any such dispute’s resolution and control the cost, you and we agree first to attempt to negotiate any dispute (except for “Excepted Disputes” expressly provided below) informally for at least sixty (60) days. If the parties cannot resolve our Dispute, except as provided below, we agree to binding arbitration before the American Arbitration Association (“AAA”) under the Federal Arbitration Act (“FAA”), and not before a court, judge or jury. The arbitrator’s decision will be final except for a limited right of appeal under the FAA. Any such appeal must be made before the state or federal courts of Camden County, New Jersey. Class action lawsuits, class-wide arbitrations, private attorney general actions, and any other proceeding where someone acts on a representative capacity are not allowed. Nor is it allowed to combine the proceedings of two or more individuals without prior consent of all parties. 

The term “Dispute” shall be broadly construed to mean any claim or controversy between you and us relating to, arising out of, directly or indirectly, in connection with, or concerning the Portal, including without limitation our Privacy Notice and/or this Agreement, under any theory of recovery or applicable law, including contract, tort, warranty, statute, regulation, or common or civil law. 

Excepted Disputes. Disputes involving or concerning (a) the enforcement, validity, or protection of our intellectual property, (b) relating to or arising from allegations of theft, piracy, plagiarism, or unauthorized use of the Portal against you; and/or (c) any claim for injunctive relief are not subject to the binding arbitration hereunder. Such Disputes, however, remain subject to the above class action waiver. 

Small Claims Court. Subject to applicable jurisdictional requirements, either party may elect to pursue a Dispute in a local small-claims court rather than through arbitration so long as the matter remains in small claims court and proceeds only on an individual basis under the above class action waiver. 

Notice of Dispute. If you have a Dispute with us, you may send us a Notice of Dispute to ARC Labs, LLC, ATTENTION: DISPUTE RESOLUTION, One Cherry Hill, Suite 630, Cherry Hill, NJ 08002. Please provide us with your name, how to contact you, what your concern is, and how you would like your concern resolved. After 60 days, you or we may commence an arbitration is the Dispute is not resolved. 

Arbitration Procedure.  AAA shall conduct the arbitration under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") in effect upon first notice of a Dispute and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow New Jersey law. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in New Jersey, U.S.A. The parties may litigate in a court of competent jurisdiction to compel arbitration, stay proceedings pending arbitration, or to enforce an arbitration award.

Limited Time to Commence a Dispute. In no event shall any Dispute brought hereunder by either party be commenced more than one (1) year after the cause of action arose. 

Forum Selection Clause. If these provisions are found to be illegal or unenforceable, then neither party will elect to arbitrate any Dispute falling within that portion of the provision found to be illegal or unenforceable, and such Dispute shall be decided solely and exclusively by the state or federal courts located in Camden County, New Jersey. Any appeal of an arbitration permitted under the FAA will be made solely and exclusively by the state or federal courts located in Camden County, New Jersey. The Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in Camden County, New Jersey state or federal courts. You agree that application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from this Agreement.

CALIFORNIA RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

MISCELLANEOUS

Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The captions and other descriptive headings of the sections and subsections of this Agreement are for convenience only and do not constitute a part of this Agreement.

This Agreement operates to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. You may not assign this Agreement or obligations hereunder without our prior written consent. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of this Agreement is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. 

There is no joint venture, partnership, employment or agency relationship created between you and us as a result of this Agreement or use of the Portal. Nothing contained in this Agreement is intended to create third-party beneficiaries of or under this Agreement, and the parties agree there are no third-party beneficiaries to this Agreement. You agree that this Agreement will not be construed against us by virtue of having drafted them. The invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity or enforceability of the remaining terms or provisions hereof, which shall remain in full force and effect. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.

CONTACT US 

In order to resolve a complaint regarding the Portal or to receive further information, please contact us at ARC Labs, LLC, Attention: Data Protection Officer, One Cherry Hill, Suite 630, Cherry Hill, NJ 08002 USA. You also may contact us by email at privacy@arc-l.com, or by telephone at 1-800-552-5010, Ext. 4.