Terms of Service
Terms of Service
Terms of Service
Terms of Service
Last updated on Oct 12th, 2023
Last updated on Oct 12th, 2023
Last updated on Oct 12th, 2023
Last updated on Oct 12th, 2023
1 - Introduction
1.1. Arcane, formerly known as Coral, is an online platform that aggregates, tracks, analyses, schedules & automates the creation and management of marketing campaigns. This is accessed through our web application (the “System”), which, alongside technical and consultative support (“Professional Services”), forms the Arcane service (the “Services”).
1.2 Access to and your use of the Services is subject to these terms and conditions (the “Terms”), our Data Processing Agreement (https://tryarcane.com/legal/dpa) (“DPA”) and our Privacy and Cookies Policy (https://tryarcane.com/legal/privacy) (the “Agreement”) all of which you agree to be legally bound by when You complete our on-line sign up process (the “Sign-Up Date”).
1.3 The Agreement between you and Arcane constitutes the entire agreement between Us and supersedes all previous agreements (written or oral) between Us.
1.4 The Services are provided by Coral Global Ltd (“Company”), registered at 5 New Street Square, London, EC4A 3TW, under company registration number 13431644. For questions relating to these Terms, or any other element of our service of business, email us at: hello@tryarcane.com; we will be glad to assist you.
2 - Terminology
The following terminology applies to these Terms, our Privacy and Cookies Policy, our DPA and to the Agreement:
“User”, “you” and “your” refers to you, the person (natural or legal) accessing our website and Services, and accepting these Terms;
“The Company”, “Arcane”, “Ourselves”, and “We” refer to Coral Global Ltd registered at 5 New Street Square, London, EC4A 3TW, under company registration number 13431644; and
“Party”, “Parties” or “Us” refer to both you and us, or either the User or ourselves.
3 - Using our Services
3.1 You must follow any policies, guidelines and documentation made available to you within the Services. you must not misuse our Services. For example, do not interfere with our Services or try to access them using a method other than our interface and the instructions we provide. you may use our Services only as permitted by applicable law. We may suspend or stop providing our Services to you if you do not comply with the Agreement, do not use the Services in compliance with applicable law and/or we suspect misconduct. We may also suspend the provision of our Services to you if there are any unpaid fees.
3.2 Using our Services does not give you ownership of any intellectual property rights in our Services or our content that you access. You may not use content from our Services unless you obtain permission from us as the owner or are otherwise permitted by law or within your use of the Services. These Terms do not grant you the right to use any of our branding or logos used by us in our Services. Do not remove, obscure, or alter any legal notices displayed in or along with our Services.
3.3 In connection with your use of the Services, we may send you service announcements, administrative messages and other information relating to the provision of our Services. You may opt out of some of these communications, but where these are service related messages you will not be able to do so.
3.4 We may use your name and logo for promotional and marketing purposes.
4 - Our Privacy and Cookies Policy
4.1 We are committed to protecting your privacy. Arcane's Privacy and Cookie Policy explains how we treat your personal data and protect your privacy when you use our Services. By using our Services, you agree that Arcane can use such data in accordance with our Privacy and Cookies Policy (https://tryarcane.com/legal.privacy) and, where Arcane is a data processor, in accordance with our Data Processing Agreement (https://tryarcane.com/legal/dpa).****
4.2 Only authorised employees within Arcane, in the course of their duties, can access and use information collected from individual customers.
4.3 We are constantly reviewing our system and data to ensure the best possible service to our customers. We will investigate suspected or actual unauthorised actions and if applicable will seek legal and/or civil action for damages against responsible parties.
4.4 Please see our Privacy and Cookies Policy (https://tryarcane.com/legal/privacy) for more information.
5 - Purchases
If you wish to purchase any product or service made available through the Services (“Purchase”) you may be asked to supply certain information so that we may process your Purchase, including you name, VAT number, billing address, and payment amount. You will be asked to complete this information within our Order Form which may need to be completed by your company administrator if you are not an admin user.
6 - Subscriptions
Following your sign-up for access to the Services, Arcane shall provide you, the User, with a non-exclusive, non-transferable, non-sublicensable, revocable, discretionary, royalty-free license to use and access Services which, if you are an individual, is limited to your own personal use as an individual or, if you are using the Services as part of a corporate entity, is limited to the internal business purposes of such entity on whose behalf you are authorised to use the Services.
7 - User Data
7.1 Users shall own any data or information uploaded by them into the System or provided to Arcane in connection with the Services (“User Data”). Users shall be responsible for the content of User Data and, as such, should exercise caution in determining whether or not they have the right to upload User Data to the Service.
7.2 By choosing to allow Arcane to integrate with your chosen third party services and then sync the selected data, you represent, warrant and undertake that:
(a) no special category personal data is included in the documentation and materials provided to Arcane as a result of such integration and syncing;
(b) You have informed any affected individuals of such integration and syncing and have an appropriate ground to carry out such activity under applicable data protection legislation; and
(c) You have all other necessary permissions, licences and/or other consent necessary to carry out such activity. You further acknowledge and agree that you understand that Arcane uses certain third party subcontractors and sub-processors to perform its Service and that, by choosing to allow Arcane to integrate with those third party services and then sync the selected data you are enabling such third party subcontractors and sub-processors to also process the content and information (including any personal data) of that data. Arcane is not responsible for the practices of such third party subcontractors and sub-processors.
7.3 Where Arcane, in the course of providing its Service, provide its results to you and you do not have the necessary permissions within your organisation to view particular data, Arcane will inform you of this at the point at which you select such data (as applicable).
7.4 User Data and any other information concerning the business, affairs, customers, clients, products and services of the User is confidential information and Arcane shall not at any time disclose such confidential information to any third party except with the express written authorisation of the User to be obtained on a case by case basis or as otherwise required by Arcane to perform its Services (including, for example, delivery to certain third parties which Arcane may use to provide its results to you). Arcane shall only use such confidential information as strictly necessary for the purpose of providing the Services during the term of this Agreement. Arcane will maintain the confidentiality of all such confidential information using the same degree of care that it would normally take to safeguard and preserve its own proprietary information of like importance but in any event not less than a reasonable degree of care. Whilst Arcane will take care to only partner with third parties which it considers will protect confidential information in the same way as Arcane, it cannot guarantee that this will be the case. It is your choice as to whether to submit User Data to Arcane and hence enable it to be accessed by the third parties stated in Arcane's Privacy and Cookies Policy. If you have any doubts about such third parties having access to any User Data which may contain such confidential information then do not select such data for Arcane to sync.
8 - Our Responsibilities
8.1 Arcane shall use all reasonable efforts to make the Services available, except for where:
i. Planned downtime is scheduled for system repair or maintenance; where downtime is planned, Arcane will give Users at least 3 business days notice in advance of a planned system outage;
ii. Unscheduled maintenance in the case of actual or anticipated emergency, such as a security incident or a known or suspected personal data breach;
iii. Unavailability for reasons outside Arcane's reasonable and expected control.
8.2 You agree to provide us with up to date contact details that we are permitted to use in the event that Arcane needs to contact you regarding the Services, including planned and emergency outages.
8.3 Arcane shall, to the extent required for the provision of the Services under this Agreement:
i. Perform the Services substantially in accordance with this Agreement and with reasonable care and skill;
ii. Comply with all applicable laws, and
iii. Maintain any licences and consents that are needed to provide the Services.
8.4 Arcane shall make all reasonable efforts to promptly correct any material non-conformance of the Services. The User is responsible for ensuring that the System and Services meet its specific personal and/or business requirements and is suitable for their desired purpose. If the User does not perform its obligations in a timely manner, then Arcane may reasonably adjust the delivery plan for the Services.
8.5 Arcane, in its discretion, may modify the Services if it does not materially reduce the functionality of the System, and may provide alternative features so long as they have materially the same or improved benefits as previous features.
9 - Your Responsibilities
9.1 Through the use of the Services the User, shall:
i. Cooperate with Arcane and provide any necessary information, as required, for Arcane to provide the Services to you. This may include the creation of your account, the delivery of the Services and to communicate with you for any reason relating to your subscription to the Services;
ii. Comply with all laws applicable to this Agreement and maintain the necessary consents to allow the use of User Data in accordance with this Agreement, and (if applicable) data protection laws;
iii. Ensure that you keep your passwords and usernames (“Account Details”) safe and secure and take measures such as periodically reviewing access logs, ensuring leavers' access is removed in a timely manner, enforcing strong passwords, and using MFA when and where possible;
iv. Use reasonable efforts to prevent unauthorised access or use of the Services, for example access by unauthorised third parties.
9.2 Users shall not:
i. Copy, modify, duplicate, creative derivative works from, frame, mirror, republish, download, record, display, transmit or otherwise distribute any portion of the System or Services;
ii. Circumvent or disregard any security restrictions imposed by Arcane in an attempt to obtain, or assist others in obtaining access to the System with unauthorised use or purpose;
iii. Use the Services in a way that could reasonably adversely affect the System or other users of the Services;
iv. Make the System available to unauthorised third parties;
v. Conduct what is considered inappropriate, excessive or abusive use of the Services, including elements of the Services provided by sub-processors on our behalf;
vi. Use the System to access, store, distribute or transmit any malware such as viruses or infectious files, or process or publish material that could be considered unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, discriminatory or offensive.
10 - Intellectual Property
10.1 Nothing in this Agreement shall constitute the transfer of any intellectual property rights between Arcane and the User. The User may use the Services as determined by their subscription level (for example, electronic access and print any applicable works for User’s own business use). However, Arcane reserves all other proprietary rights. Arcane will not use or promote any content of yours to which you hold intellectual property rights, except for circumstances where you have granted us permission to use such content in which case Arcane shall be entitled to use such content (including any User Data) for the purposes for which permission has been granted (for example to provide the Services), including to sublicense the use of such content (including any User Data) to Arcane's own third party sublicensees/processors for the purposes of providing such Services.
10.2 Arcane shall have a non-exclusive, royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual licence to use or incorporate into the System and Services any suggestions, enhancement requests, recommendations or other feedback provided by our Users in relation to the Services.
10.3 Arcane shall process your personal data in accordance with its Privacy and Cookies Policy and (where it is a data processor) in accordance with the terms of its Data Processing Agreement (https://tryarcane.com/legal/dpa).
11 - Indemnities
11.1 You agree to indemnify and hold Arcane harmless from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal fees) arising out of or relating to your violation of these Terms and Conditions or your use of the Services.
11.2 In defence or settlement of any third party claim that the Services or the System infringe the intellectual property or other rights of a third party, Arcane may procure the right for User to continue using our Service, or replace, modify or amend the System to remove any infringing elements. If no remedies are appropriate or reasonably available, this Agreement may be terminated on 2 (two) business days’ notice to the User without any additional liability.
11.3 Arcane shall not be liable to the User to the extent that an alleged infringement is based solely upon:
i. Any modification of the Services or documentation by anyone other than Arcane or its subcontractors or sub-processors;
ii. User’s use of the Services in any matter contrary to the instructions given by Arcane; or
iii. User’s use of the Services after notice of any alleged infringement.
11.4 This Section 11 in its entirety explains the User’s sole and exclusive rights and remedies, and Arcane's entire obligations and liability to the User for any infringement of intellectual property rights.
11.5 Each party agrees to use all reasonable efforts to mitigate any loss, damage or liability it may incur as a result of a breach by the other party of this Agreement, or in respect of which it may seek indemnification from the other party.
12 - Limiting Our Liability
12.1 Except where expressly provided in this Agreement, and to the fullest extent permitted by all applicable laws:
12.1.1 User assumes sole responsibility and autonomy for all information, notifications, results, data or disclosures (together, “Results”) obtained and delivered in the course of the use of the Services and System, and Arcane expressly disclaims any and all responsibility and liability in respect of such Results;
12.1.2 Arcane shall have no liability for any damage caused by errors or omissions in any data or other information provided to Us by User in connection with the Services, or any actions taken by Arcane under User instruction;
12.1.3 All terms implied by law are excluded from this Agreement; and
12.1.4 The Services and the System are provided to the User on an “as is” basis.
12.2 Nothing in this Agreement shall exclude or restrict liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or otherwise to the extent such exclusion or limitation is not otherwise permitted by law.
12.3 Subject to 12.2:
12.3.1 Neither party shall be liable to the other, whether in contract, tort (including for negligence), breach of statutory duty or otherwise for:
i. any loss of profits, loss of business, depletion of goodwill or similar losses or loss or corruption of data or information, or pure economic loss; or
ii. for any indirect or consequential loss; however arising under or in connection with this Agreement;
12.3.2 The total and aggregate liability of Arcane, in each case whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with this Agreement shall be £50.00.
13 - Agreement Term and Termination
13.1 This Agreement shall become enforceable upon the date on which the User first creates an account and continue until terminated in accordance with this Section 13.
13.2 Users may close their Arcane account at any time with no notice required.
13.3 Arcane may terminate the account of a User immediately if:
i. there are any unpaid fees in respect of that User’s account; or
ii. the User commits a material breach of any other term of this Agreement which is irremediable or (if remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.
13.4 On termination of this Agreement for any reason:
i. User shall cease using the System and Services;
ii. Without prejudice to Arcane's obligation to retain certain Personal Data, as set out in our Privacy and Cookie Policy, to meet our legal and regulatory compliance, Arcane shall delete User Data within 365 days of the termination of this Agreement, unless otherwise requested by User to delete sooner after termination;
iii. User Data contained on backup copies of Arcane's databases shall not be deleted for up to 365 days (or such other time period as you may select within your account) from the date of termination, upon expiry of the then-current backup, and User shall be entitled to export all uploaded User Data via the System export functionality; and
iv. Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination shall not be affected.
14 - Dealing in Rights and Obligations
14.1 This Agreement and the rights and obligations of each party under it may not be assigned or transferred by either party to any third party without the prior written approval of the other. However, it may be assigned or transferred by either party (where that party is not an individual) without the other’s consent if the recipient is:
i. a parent or subsidiary of that party;
ii. an acquirer of all or substantially all of its assets; or
iii. a successor by merger, provided that prior written notification is given within 30 days of such assignment or transfer coming into effect.
14.2 No terms within this Agreement shall be interpreted in any way which would formulate a partnership between each of the parties or as authorisation for either party to act as agent on behalf of the other.
15 - Notices
Any notice under this Agreement shall be in writing and shall be delivered by email to the other party's email address, as provided by them, as set out in this Agreement. A notice sent by email shall be deemed received as at time of receipt by that party’s receiving MX server.
Any notice under this Agreement sent by you for Arcane's attention may be submitted through your primary contact or by emailing our team directly at hello@tryarcane.com.
16 - Jurisdiction
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and subject to the exclusive jurisdiction of the English courts.
1 - Introduction
1.1. Arcane, formerly known as Coral, is an online platform that aggregates, tracks, analyses, schedules & automates the creation and management of marketing campaigns. This is accessed through our web application (the “System”), which, alongside technical and consultative support (“Professional Services”), forms the Arcane service (the “Services”).
1.2 Access to and your use of the Services is subject to these terms and conditions (the “Terms”), our Data Processing Agreement (https://tryarcane.com/legal/dpa) (“DPA”) and our Privacy and Cookies Policy (https://tryarcane.com/legal/privacy) (the “Agreement”) all of which you agree to be legally bound by when You complete our on-line sign up process (the “Sign-Up Date”).
1.3 The Agreement between you and Arcane constitutes the entire agreement between Us and supersedes all previous agreements (written or oral) between Us.
1.4 The Services are provided by Coral Global Ltd (“Company”), registered at 5 New Street Square, London, EC4A 3TW, under company registration number 13431644. For questions relating to these Terms, or any other element of our service of business, email us at: hello@tryarcane.com; we will be glad to assist you.
2 - Terminology
The following terminology applies to these Terms, our Privacy and Cookies Policy, our DPA and to the Agreement:
“User”, “you” and “your” refers to you, the person (natural or legal) accessing our website and Services, and accepting these Terms;
“The Company”, “Arcane”, “Ourselves”, and “We” refer to Coral Global Ltd registered at 5 New Street Square, London, EC4A 3TW, under company registration number 13431644; and
“Party”, “Parties” or “Us” refer to both you and us, or either the User or ourselves.
3 - Using our Services
3.1 You must follow any policies, guidelines and documentation made available to you within the Services. you must not misuse our Services. For example, do not interfere with our Services or try to access them using a method other than our interface and the instructions we provide. you may use our Services only as permitted by applicable law. We may suspend or stop providing our Services to you if you do not comply with the Agreement, do not use the Services in compliance with applicable law and/or we suspect misconduct. We may also suspend the provision of our Services to you if there are any unpaid fees.
3.2 Using our Services does not give you ownership of any intellectual property rights in our Services or our content that you access. You may not use content from our Services unless you obtain permission from us as the owner or are otherwise permitted by law or within your use of the Services. These Terms do not grant you the right to use any of our branding or logos used by us in our Services. Do not remove, obscure, or alter any legal notices displayed in or along with our Services.
3.3 In connection with your use of the Services, we may send you service announcements, administrative messages and other information relating to the provision of our Services. You may opt out of some of these communications, but where these are service related messages you will not be able to do so.
3.4 We may use your name and logo for promotional and marketing purposes.
4 - Our Privacy and Cookies Policy
4.1 We are committed to protecting your privacy. Arcane's Privacy and Cookie Policy explains how we treat your personal data and protect your privacy when you use our Services. By using our Services, you agree that Arcane can use such data in accordance with our Privacy and Cookies Policy (https://tryarcane.com/legal.privacy) and, where Arcane is a data processor, in accordance with our Data Processing Agreement (https://tryarcane.com/legal/dpa).****
4.2 Only authorised employees within Arcane, in the course of their duties, can access and use information collected from individual customers.
4.3 We are constantly reviewing our system and data to ensure the best possible service to our customers. We will investigate suspected or actual unauthorised actions and if applicable will seek legal and/or civil action for damages against responsible parties.
4.4 Please see our Privacy and Cookies Policy (https://tryarcane.com/legal/privacy) for more information.
5 - Purchases
If you wish to purchase any product or service made available through the Services (“Purchase”) you may be asked to supply certain information so that we may process your Purchase, including you name, VAT number, billing address, and payment amount. You will be asked to complete this information within our Order Form which may need to be completed by your company administrator if you are not an admin user.
6 - Subscriptions
Following your sign-up for access to the Services, Arcane shall provide you, the User, with a non-exclusive, non-transferable, non-sublicensable, revocable, discretionary, royalty-free license to use and access Services which, if you are an individual, is limited to your own personal use as an individual or, if you are using the Services as part of a corporate entity, is limited to the internal business purposes of such entity on whose behalf you are authorised to use the Services.
7 - User Data
7.1 Users shall own any data or information uploaded by them into the System or provided to Arcane in connection with the Services (“User Data”). Users shall be responsible for the content of User Data and, as such, should exercise caution in determining whether or not they have the right to upload User Data to the Service.
7.2 By choosing to allow Arcane to integrate with your chosen third party services and then sync the selected data, you represent, warrant and undertake that:
(a) no special category personal data is included in the documentation and materials provided to Arcane as a result of such integration and syncing;
(b) You have informed any affected individuals of such integration and syncing and have an appropriate ground to carry out such activity under applicable data protection legislation; and
(c) You have all other necessary permissions, licences and/or other consent necessary to carry out such activity. You further acknowledge and agree that you understand that Arcane uses certain third party subcontractors and sub-processors to perform its Service and that, by choosing to allow Arcane to integrate with those third party services and then sync the selected data you are enabling such third party subcontractors and sub-processors to also process the content and information (including any personal data) of that data. Arcane is not responsible for the practices of such third party subcontractors and sub-processors.
7.3 Where Arcane, in the course of providing its Service, provide its results to you and you do not have the necessary permissions within your organisation to view particular data, Arcane will inform you of this at the point at which you select such data (as applicable).
7.4 User Data and any other information concerning the business, affairs, customers, clients, products and services of the User is confidential information and Arcane shall not at any time disclose such confidential information to any third party except with the express written authorisation of the User to be obtained on a case by case basis or as otherwise required by Arcane to perform its Services (including, for example, delivery to certain third parties which Arcane may use to provide its results to you). Arcane shall only use such confidential information as strictly necessary for the purpose of providing the Services during the term of this Agreement. Arcane will maintain the confidentiality of all such confidential information using the same degree of care that it would normally take to safeguard and preserve its own proprietary information of like importance but in any event not less than a reasonable degree of care. Whilst Arcane will take care to only partner with third parties which it considers will protect confidential information in the same way as Arcane, it cannot guarantee that this will be the case. It is your choice as to whether to submit User Data to Arcane and hence enable it to be accessed by the third parties stated in Arcane's Privacy and Cookies Policy. If you have any doubts about such third parties having access to any User Data which may contain such confidential information then do not select such data for Arcane to sync.
8 - Our Responsibilities
8.1 Arcane shall use all reasonable efforts to make the Services available, except for where:
i. Planned downtime is scheduled for system repair or maintenance; where downtime is planned, Arcane will give Users at least 3 business days notice in advance of a planned system outage;
ii. Unscheduled maintenance in the case of actual or anticipated emergency, such as a security incident or a known or suspected personal data breach;
iii. Unavailability for reasons outside Arcane's reasonable and expected control.
8.2 You agree to provide us with up to date contact details that we are permitted to use in the event that Arcane needs to contact you regarding the Services, including planned and emergency outages.
8.3 Arcane shall, to the extent required for the provision of the Services under this Agreement:
i. Perform the Services substantially in accordance with this Agreement and with reasonable care and skill;
ii. Comply with all applicable laws, and
iii. Maintain any licences and consents that are needed to provide the Services.
8.4 Arcane shall make all reasonable efforts to promptly correct any material non-conformance of the Services. The User is responsible for ensuring that the System and Services meet its specific personal and/or business requirements and is suitable for their desired purpose. If the User does not perform its obligations in a timely manner, then Arcane may reasonably adjust the delivery plan for the Services.
8.5 Arcane, in its discretion, may modify the Services if it does not materially reduce the functionality of the System, and may provide alternative features so long as they have materially the same or improved benefits as previous features.
9 - Your Responsibilities
9.1 Through the use of the Services the User, shall:
i. Cooperate with Arcane and provide any necessary information, as required, for Arcane to provide the Services to you. This may include the creation of your account, the delivery of the Services and to communicate with you for any reason relating to your subscription to the Services;
ii. Comply with all laws applicable to this Agreement and maintain the necessary consents to allow the use of User Data in accordance with this Agreement, and (if applicable) data protection laws;
iii. Ensure that you keep your passwords and usernames (“Account Details”) safe and secure and take measures such as periodically reviewing access logs, ensuring leavers' access is removed in a timely manner, enforcing strong passwords, and using MFA when and where possible;
iv. Use reasonable efforts to prevent unauthorised access or use of the Services, for example access by unauthorised third parties.
9.2 Users shall not:
i. Copy, modify, duplicate, creative derivative works from, frame, mirror, republish, download, record, display, transmit or otherwise distribute any portion of the System or Services;
ii. Circumvent or disregard any security restrictions imposed by Arcane in an attempt to obtain, or assist others in obtaining access to the System with unauthorised use or purpose;
iii. Use the Services in a way that could reasonably adversely affect the System or other users of the Services;
iv. Make the System available to unauthorised third parties;
v. Conduct what is considered inappropriate, excessive or abusive use of the Services, including elements of the Services provided by sub-processors on our behalf;
vi. Use the System to access, store, distribute or transmit any malware such as viruses or infectious files, or process or publish material that could be considered unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, discriminatory or offensive.
10 - Intellectual Property
10.1 Nothing in this Agreement shall constitute the transfer of any intellectual property rights between Arcane and the User. The User may use the Services as determined by their subscription level (for example, electronic access and print any applicable works for User’s own business use). However, Arcane reserves all other proprietary rights. Arcane will not use or promote any content of yours to which you hold intellectual property rights, except for circumstances where you have granted us permission to use such content in which case Arcane shall be entitled to use such content (including any User Data) for the purposes for which permission has been granted (for example to provide the Services), including to sublicense the use of such content (including any User Data) to Arcane's own third party sublicensees/processors for the purposes of providing such Services.
10.2 Arcane shall have a non-exclusive, royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual licence to use or incorporate into the System and Services any suggestions, enhancement requests, recommendations or other feedback provided by our Users in relation to the Services.
10.3 Arcane shall process your personal data in accordance with its Privacy and Cookies Policy and (where it is a data processor) in accordance with the terms of its Data Processing Agreement (https://tryarcane.com/legal/dpa).
11 - Indemnities
11.1 You agree to indemnify and hold Arcane harmless from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal fees) arising out of or relating to your violation of these Terms and Conditions or your use of the Services.
11.2 In defence or settlement of any third party claim that the Services or the System infringe the intellectual property or other rights of a third party, Arcane may procure the right for User to continue using our Service, or replace, modify or amend the System to remove any infringing elements. If no remedies are appropriate or reasonably available, this Agreement may be terminated on 2 (two) business days’ notice to the User without any additional liability.
11.3 Arcane shall not be liable to the User to the extent that an alleged infringement is based solely upon:
i. Any modification of the Services or documentation by anyone other than Arcane or its subcontractors or sub-processors;
ii. User’s use of the Services in any matter contrary to the instructions given by Arcane; or
iii. User’s use of the Services after notice of any alleged infringement.
11.4 This Section 11 in its entirety explains the User’s sole and exclusive rights and remedies, and Arcane's entire obligations and liability to the User for any infringement of intellectual property rights.
11.5 Each party agrees to use all reasonable efforts to mitigate any loss, damage or liability it may incur as a result of a breach by the other party of this Agreement, or in respect of which it may seek indemnification from the other party.
12 - Limiting Our Liability
12.1 Except where expressly provided in this Agreement, and to the fullest extent permitted by all applicable laws:
12.1.1 User assumes sole responsibility and autonomy for all information, notifications, results, data or disclosures (together, “Results”) obtained and delivered in the course of the use of the Services and System, and Arcane expressly disclaims any and all responsibility and liability in respect of such Results;
12.1.2 Arcane shall have no liability for any damage caused by errors or omissions in any data or other information provided to Us by User in connection with the Services, or any actions taken by Arcane under User instruction;
12.1.3 All terms implied by law are excluded from this Agreement; and
12.1.4 The Services and the System are provided to the User on an “as is” basis.
12.2 Nothing in this Agreement shall exclude or restrict liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or otherwise to the extent such exclusion or limitation is not otherwise permitted by law.
12.3 Subject to 12.2:
12.3.1 Neither party shall be liable to the other, whether in contract, tort (including for negligence), breach of statutory duty or otherwise for:
i. any loss of profits, loss of business, depletion of goodwill or similar losses or loss or corruption of data or information, or pure economic loss; or
ii. for any indirect or consequential loss; however arising under or in connection with this Agreement;
12.3.2 The total and aggregate liability of Arcane, in each case whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with this Agreement shall be £50.00.
13 - Agreement Term and Termination
13.1 This Agreement shall become enforceable upon the date on which the User first creates an account and continue until terminated in accordance with this Section 13.
13.2 Users may close their Arcane account at any time with no notice required.
13.3 Arcane may terminate the account of a User immediately if:
i. there are any unpaid fees in respect of that User’s account; or
ii. the User commits a material breach of any other term of this Agreement which is irremediable or (if remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.
13.4 On termination of this Agreement for any reason:
i. User shall cease using the System and Services;
ii. Without prejudice to Arcane's obligation to retain certain Personal Data, as set out in our Privacy and Cookie Policy, to meet our legal and regulatory compliance, Arcane shall delete User Data within 365 days of the termination of this Agreement, unless otherwise requested by User to delete sooner after termination;
iii. User Data contained on backup copies of Arcane's databases shall not be deleted for up to 365 days (or such other time period as you may select within your account) from the date of termination, upon expiry of the then-current backup, and User shall be entitled to export all uploaded User Data via the System export functionality; and
iv. Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination shall not be affected.
14 - Dealing in Rights and Obligations
14.1 This Agreement and the rights and obligations of each party under it may not be assigned or transferred by either party to any third party without the prior written approval of the other. However, it may be assigned or transferred by either party (where that party is not an individual) without the other’s consent if the recipient is:
i. a parent or subsidiary of that party;
ii. an acquirer of all or substantially all of its assets; or
iii. a successor by merger, provided that prior written notification is given within 30 days of such assignment or transfer coming into effect.
14.2 No terms within this Agreement shall be interpreted in any way which would formulate a partnership between each of the parties or as authorisation for either party to act as agent on behalf of the other.
15 - Notices
Any notice under this Agreement shall be in writing and shall be delivered by email to the other party's email address, as provided by them, as set out in this Agreement. A notice sent by email shall be deemed received as at time of receipt by that party’s receiving MX server.
Any notice under this Agreement sent by you for Arcane's attention may be submitted through your primary contact or by emailing our team directly at hello@tryarcane.com.
16 - Jurisdiction
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and subject to the exclusive jurisdiction of the English courts.
1 - Introduction
1.1. Arcane, formerly known as Coral, is an online platform that aggregates, tracks, analyses, schedules & automates the creation and management of marketing campaigns. This is accessed through our web application (the “System”), which, alongside technical and consultative support (“Professional Services”), forms the Arcane service (the “Services”).
1.2 Access to and your use of the Services is subject to these terms and conditions (the “Terms”), our Data Processing Agreement (https://tryarcane.com/legal/dpa) (“DPA”) and our Privacy and Cookies Policy (https://tryarcane.com/legal/privacy) (the “Agreement”) all of which you agree to be legally bound by when You complete our on-line sign up process (the “Sign-Up Date”).
1.3 The Agreement between you and Arcane constitutes the entire agreement between Us and supersedes all previous agreements (written or oral) between Us.
1.4 The Services are provided by Coral Global Ltd (“Company”), registered at 5 New Street Square, London, EC4A 3TW, under company registration number 13431644. For questions relating to these Terms, or any other element of our service of business, email us at: hello@tryarcane.com; we will be glad to assist you.
2 - Terminology
The following terminology applies to these Terms, our Privacy and Cookies Policy, our DPA and to the Agreement:
“User”, “you” and “your” refers to you, the person (natural or legal) accessing our website and Services, and accepting these Terms;
“The Company”, “Arcane”, “Ourselves”, and “We” refer to Coral Global Ltd registered at 5 New Street Square, London, EC4A 3TW, under company registration number 13431644; and
“Party”, “Parties” or “Us” refer to both you and us, or either the User or ourselves.
3 - Using our Services
3.1 You must follow any policies, guidelines and documentation made available to you within the Services. you must not misuse our Services. For example, do not interfere with our Services or try to access them using a method other than our interface and the instructions we provide. you may use our Services only as permitted by applicable law. We may suspend or stop providing our Services to you if you do not comply with the Agreement, do not use the Services in compliance with applicable law and/or we suspect misconduct. We may also suspend the provision of our Services to you if there are any unpaid fees.
3.2 Using our Services does not give you ownership of any intellectual property rights in our Services or our content that you access. You may not use content from our Services unless you obtain permission from us as the owner or are otherwise permitted by law or within your use of the Services. These Terms do not grant you the right to use any of our branding or logos used by us in our Services. Do not remove, obscure, or alter any legal notices displayed in or along with our Services.
3.3 In connection with your use of the Services, we may send you service announcements, administrative messages and other information relating to the provision of our Services. You may opt out of some of these communications, but where these are service related messages you will not be able to do so.
3.4 We may use your name and logo for promotional and marketing purposes.
4 - Our Privacy and Cookies Policy
4.1 We are committed to protecting your privacy. Arcane's Privacy and Cookie Policy explains how we treat your personal data and protect your privacy when you use our Services. By using our Services, you agree that Arcane can use such data in accordance with our Privacy and Cookies Policy (https://tryarcane.com/legal.privacy) and, where Arcane is a data processor, in accordance with our Data Processing Agreement (https://tryarcane.com/legal/dpa).****
4.2 Only authorised employees within Arcane, in the course of their duties, can access and use information collected from individual customers.
4.3 We are constantly reviewing our system and data to ensure the best possible service to our customers. We will investigate suspected or actual unauthorised actions and if applicable will seek legal and/or civil action for damages against responsible parties.
4.4 Please see our Privacy and Cookies Policy (https://tryarcane.com/legal/privacy) for more information.
5 - Purchases
If you wish to purchase any product or service made available through the Services (“Purchase”) you may be asked to supply certain information so that we may process your Purchase, including you name, VAT number, billing address, and payment amount. You will be asked to complete this information within our Order Form which may need to be completed by your company administrator if you are not an admin user.
6 - Subscriptions
Following your sign-up for access to the Services, Arcane shall provide you, the User, with a non-exclusive, non-transferable, non-sublicensable, revocable, discretionary, royalty-free license to use and access Services which, if you are an individual, is limited to your own personal use as an individual or, if you are using the Services as part of a corporate entity, is limited to the internal business purposes of such entity on whose behalf you are authorised to use the Services.
7 - User Data
7.1 Users shall own any data or information uploaded by them into the System or provided to Arcane in connection with the Services (“User Data”). Users shall be responsible for the content of User Data and, as such, should exercise caution in determining whether or not they have the right to upload User Data to the Service.
7.2 By choosing to allow Arcane to integrate with your chosen third party services and then sync the selected data, you represent, warrant and undertake that:
(a) no special category personal data is included in the documentation and materials provided to Arcane as a result of such integration and syncing;
(b) You have informed any affected individuals of such integration and syncing and have an appropriate ground to carry out such activity under applicable data protection legislation; and
(c) You have all other necessary permissions, licences and/or other consent necessary to carry out such activity. You further acknowledge and agree that you understand that Arcane uses certain third party subcontractors and sub-processors to perform its Service and that, by choosing to allow Arcane to integrate with those third party services and then sync the selected data you are enabling such third party subcontractors and sub-processors to also process the content and information (including any personal data) of that data. Arcane is not responsible for the practices of such third party subcontractors and sub-processors.
7.3 Where Arcane, in the course of providing its Service, provide its results to you and you do not have the necessary permissions within your organisation to view particular data, Arcane will inform you of this at the point at which you select such data (as applicable).
7.4 User Data and any other information concerning the business, affairs, customers, clients, products and services of the User is confidential information and Arcane shall not at any time disclose such confidential information to any third party except with the express written authorisation of the User to be obtained on a case by case basis or as otherwise required by Arcane to perform its Services (including, for example, delivery to certain third parties which Arcane may use to provide its results to you). Arcane shall only use such confidential information as strictly necessary for the purpose of providing the Services during the term of this Agreement. Arcane will maintain the confidentiality of all such confidential information using the same degree of care that it would normally take to safeguard and preserve its own proprietary information of like importance but in any event not less than a reasonable degree of care. Whilst Arcane will take care to only partner with third parties which it considers will protect confidential information in the same way as Arcane, it cannot guarantee that this will be the case. It is your choice as to whether to submit User Data to Arcane and hence enable it to be accessed by the third parties stated in Arcane's Privacy and Cookies Policy. If you have any doubts about such third parties having access to any User Data which may contain such confidential information then do not select such data for Arcane to sync.
8 - Our Responsibilities
8.1 Arcane shall use all reasonable efforts to make the Services available, except for where:
i. Planned downtime is scheduled for system repair or maintenance; where downtime is planned, Arcane will give Users at least 3 business days notice in advance of a planned system outage;
ii. Unscheduled maintenance in the case of actual or anticipated emergency, such as a security incident or a known or suspected personal data breach;
iii. Unavailability for reasons outside Arcane's reasonable and expected control.
8.2 You agree to provide us with up to date contact details that we are permitted to use in the event that Arcane needs to contact you regarding the Services, including planned and emergency outages.
8.3 Arcane shall, to the extent required for the provision of the Services under this Agreement:
i. Perform the Services substantially in accordance with this Agreement and with reasonable care and skill;
ii. Comply with all applicable laws, and
iii. Maintain any licences and consents that are needed to provide the Services.
8.4 Arcane shall make all reasonable efforts to promptly correct any material non-conformance of the Services. The User is responsible for ensuring that the System and Services meet its specific personal and/or business requirements and is suitable for their desired purpose. If the User does not perform its obligations in a timely manner, then Arcane may reasonably adjust the delivery plan for the Services.
8.5 Arcane, in its discretion, may modify the Services if it does not materially reduce the functionality of the System, and may provide alternative features so long as they have materially the same or improved benefits as previous features.
9 - Your Responsibilities
9.1 Through the use of the Services the User, shall:
i. Cooperate with Arcane and provide any necessary information, as required, for Arcane to provide the Services to you. This may include the creation of your account, the delivery of the Services and to communicate with you for any reason relating to your subscription to the Services;
ii. Comply with all laws applicable to this Agreement and maintain the necessary consents to allow the use of User Data in accordance with this Agreement, and (if applicable) data protection laws;
iii. Ensure that you keep your passwords and usernames (“Account Details”) safe and secure and take measures such as periodically reviewing access logs, ensuring leavers' access is removed in a timely manner, enforcing strong passwords, and using MFA when and where possible;
iv. Use reasonable efforts to prevent unauthorised access or use of the Services, for example access by unauthorised third parties.
9.2 Users shall not:
i. Copy, modify, duplicate, creative derivative works from, frame, mirror, republish, download, record, display, transmit or otherwise distribute any portion of the System or Services;
ii. Circumvent or disregard any security restrictions imposed by Arcane in an attempt to obtain, or assist others in obtaining access to the System with unauthorised use or purpose;
iii. Use the Services in a way that could reasonably adversely affect the System or other users of the Services;
iv. Make the System available to unauthorised third parties;
v. Conduct what is considered inappropriate, excessive or abusive use of the Services, including elements of the Services provided by sub-processors on our behalf;
vi. Use the System to access, store, distribute or transmit any malware such as viruses or infectious files, or process or publish material that could be considered unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, discriminatory or offensive.
10 - Intellectual Property
10.1 Nothing in this Agreement shall constitute the transfer of any intellectual property rights between Arcane and the User. The User may use the Services as determined by their subscription level (for example, electronic access and print any applicable works for User’s own business use). However, Arcane reserves all other proprietary rights. Arcane will not use or promote any content of yours to which you hold intellectual property rights, except for circumstances where you have granted us permission to use such content in which case Arcane shall be entitled to use such content (including any User Data) for the purposes for which permission has been granted (for example to provide the Services), including to sublicense the use of such content (including any User Data) to Arcane's own third party sublicensees/processors for the purposes of providing such Services.
10.2 Arcane shall have a non-exclusive, royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual licence to use or incorporate into the System and Services any suggestions, enhancement requests, recommendations or other feedback provided by our Users in relation to the Services.
10.3 Arcane shall process your personal data in accordance with its Privacy and Cookies Policy and (where it is a data processor) in accordance with the terms of its Data Processing Agreement (https://tryarcane.com/legal/dpa).
11 - Indemnities
11.1 You agree to indemnify and hold Arcane harmless from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal fees) arising out of or relating to your violation of these Terms and Conditions or your use of the Services.
11.2 In defence or settlement of any third party claim that the Services or the System infringe the intellectual property or other rights of a third party, Arcane may procure the right for User to continue using our Service, or replace, modify or amend the System to remove any infringing elements. If no remedies are appropriate or reasonably available, this Agreement may be terminated on 2 (two) business days’ notice to the User without any additional liability.
11.3 Arcane shall not be liable to the User to the extent that an alleged infringement is based solely upon:
i. Any modification of the Services or documentation by anyone other than Arcane or its subcontractors or sub-processors;
ii. User’s use of the Services in any matter contrary to the instructions given by Arcane; or
iii. User’s use of the Services after notice of any alleged infringement.
11.4 This Section 11 in its entirety explains the User’s sole and exclusive rights and remedies, and Arcane's entire obligations and liability to the User for any infringement of intellectual property rights.
11.5 Each party agrees to use all reasonable efforts to mitigate any loss, damage or liability it may incur as a result of a breach by the other party of this Agreement, or in respect of which it may seek indemnification from the other party.
12 - Limiting Our Liability
12.1 Except where expressly provided in this Agreement, and to the fullest extent permitted by all applicable laws:
12.1.1 User assumes sole responsibility and autonomy for all information, notifications, results, data or disclosures (together, “Results”) obtained and delivered in the course of the use of the Services and System, and Arcane expressly disclaims any and all responsibility and liability in respect of such Results;
12.1.2 Arcane shall have no liability for any damage caused by errors or omissions in any data or other information provided to Us by User in connection with the Services, or any actions taken by Arcane under User instruction;
12.1.3 All terms implied by law are excluded from this Agreement; and
12.1.4 The Services and the System are provided to the User on an “as is” basis.
12.2 Nothing in this Agreement shall exclude or restrict liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or otherwise to the extent such exclusion or limitation is not otherwise permitted by law.
12.3 Subject to 12.2:
12.3.1 Neither party shall be liable to the other, whether in contract, tort (including for negligence), breach of statutory duty or otherwise for:
i. any loss of profits, loss of business, depletion of goodwill or similar losses or loss or corruption of data or information, or pure economic loss; or
ii. for any indirect or consequential loss; however arising under or in connection with this Agreement;
12.3.2 The total and aggregate liability of Arcane, in each case whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with this Agreement shall be £50.00.
13 - Agreement Term and Termination
13.1 This Agreement shall become enforceable upon the date on which the User first creates an account and continue until terminated in accordance with this Section 13.
13.2 Users may close their Arcane account at any time with no notice required.
13.3 Arcane may terminate the account of a User immediately if:
i. there are any unpaid fees in respect of that User’s account; or
ii. the User commits a material breach of any other term of this Agreement which is irremediable or (if remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.
13.4 On termination of this Agreement for any reason:
i. User shall cease using the System and Services;
ii. Without prejudice to Arcane's obligation to retain certain Personal Data, as set out in our Privacy and Cookie Policy, to meet our legal and regulatory compliance, Arcane shall delete User Data within 365 days of the termination of this Agreement, unless otherwise requested by User to delete sooner after termination;
iii. User Data contained on backup copies of Arcane's databases shall not be deleted for up to 365 days (or such other time period as you may select within your account) from the date of termination, upon expiry of the then-current backup, and User shall be entitled to export all uploaded User Data via the System export functionality; and
iv. Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination shall not be affected.
14 - Dealing in Rights and Obligations
14.1 This Agreement and the rights and obligations of each party under it may not be assigned or transferred by either party to any third party without the prior written approval of the other. However, it may be assigned or transferred by either party (where that party is not an individual) without the other’s consent if the recipient is:
i. a parent or subsidiary of that party;
ii. an acquirer of all or substantially all of its assets; or
iii. a successor by merger, provided that prior written notification is given within 30 days of such assignment or transfer coming into effect.
14.2 No terms within this Agreement shall be interpreted in any way which would formulate a partnership between each of the parties or as authorisation for either party to act as agent on behalf of the other.
15 - Notices
Any notice under this Agreement shall be in writing and shall be delivered by email to the other party's email address, as provided by them, as set out in this Agreement. A notice sent by email shall be deemed received as at time of receipt by that party’s receiving MX server.
Any notice under this Agreement sent by you for Arcane's attention may be submitted through your primary contact or by emailing our team directly at hello@tryarcane.com.
16 - Jurisdiction
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and subject to the exclusive jurisdiction of the English courts.
1 - Introduction
1.1. Arcane, formerly known as Coral, is an online platform that aggregates, tracks, analyses, schedules & automates the creation and management of marketing campaigns. This is accessed through our web application (the “System”), which, alongside technical and consultative support (“Professional Services”), forms the Arcane service (the “Services”).
1.2 Access to and your use of the Services is subject to these terms and conditions (the “Terms”), our Data Processing Agreement (https://tryarcane.com/legal/dpa) (“DPA”) and our Privacy and Cookies Policy (https://tryarcane.com/legal/privacy) (the “Agreement”) all of which you agree to be legally bound by when You complete our on-line sign up process (the “Sign-Up Date”).
1.3 The Agreement between you and Arcane constitutes the entire agreement between Us and supersedes all previous agreements (written or oral) between Us.
1.4 The Services are provided by Coral Global Ltd (“Company”), registered at 5 New Street Square, London, EC4A 3TW, under company registration number 13431644. For questions relating to these Terms, or any other element of our service of business, email us at: hello@tryarcane.com; we will be glad to assist you.
2 - Terminology
The following terminology applies to these Terms, our Privacy and Cookies Policy, our DPA and to the Agreement:
“User”, “you” and “your” refers to you, the person (natural or legal) accessing our website and Services, and accepting these Terms;
“The Company”, “Arcane”, “Ourselves”, and “We” refer to Coral Global Ltd registered at 5 New Street Square, London, EC4A 3TW, under company registration number 13431644; and
“Party”, “Parties” or “Us” refer to both you and us, or either the User or ourselves.
3 - Using our Services
3.1 You must follow any policies, guidelines and documentation made available to you within the Services. you must not misuse our Services. For example, do not interfere with our Services or try to access them using a method other than our interface and the instructions we provide. you may use our Services only as permitted by applicable law. We may suspend or stop providing our Services to you if you do not comply with the Agreement, do not use the Services in compliance with applicable law and/or we suspect misconduct. We may also suspend the provision of our Services to you if there are any unpaid fees.
3.2 Using our Services does not give you ownership of any intellectual property rights in our Services or our content that you access. You may not use content from our Services unless you obtain permission from us as the owner or are otherwise permitted by law or within your use of the Services. These Terms do not grant you the right to use any of our branding or logos used by us in our Services. Do not remove, obscure, or alter any legal notices displayed in or along with our Services.
3.3 In connection with your use of the Services, we may send you service announcements, administrative messages and other information relating to the provision of our Services. You may opt out of some of these communications, but where these are service related messages you will not be able to do so.
3.4 We may use your name and logo for promotional and marketing purposes.
4 - Our Privacy and Cookies Policy
4.1 We are committed to protecting your privacy. Arcane's Privacy and Cookie Policy explains how we treat your personal data and protect your privacy when you use our Services. By using our Services, you agree that Arcane can use such data in accordance with our Privacy and Cookies Policy (https://tryarcane.com/legal.privacy) and, where Arcane is a data processor, in accordance with our Data Processing Agreement (https://tryarcane.com/legal/dpa).****
4.2 Only authorised employees within Arcane, in the course of their duties, can access and use information collected from individual customers.
4.3 We are constantly reviewing our system and data to ensure the best possible service to our customers. We will investigate suspected or actual unauthorised actions and if applicable will seek legal and/or civil action for damages against responsible parties.
4.4 Please see our Privacy and Cookies Policy (https://tryarcane.com/legal/privacy) for more information.
5 - Purchases
If you wish to purchase any product or service made available through the Services (“Purchase”) you may be asked to supply certain information so that we may process your Purchase, including you name, VAT number, billing address, and payment amount. You will be asked to complete this information within our Order Form which may need to be completed by your company administrator if you are not an admin user.
6 - Subscriptions
Following your sign-up for access to the Services, Arcane shall provide you, the User, with a non-exclusive, non-transferable, non-sublicensable, revocable, discretionary, royalty-free license to use and access Services which, if you are an individual, is limited to your own personal use as an individual or, if you are using the Services as part of a corporate entity, is limited to the internal business purposes of such entity on whose behalf you are authorised to use the Services.
7 - User Data
7.1 Users shall own any data or information uploaded by them into the System or provided to Arcane in connection with the Services (“User Data”). Users shall be responsible for the content of User Data and, as such, should exercise caution in determining whether or not they have the right to upload User Data to the Service.
7.2 By choosing to allow Arcane to integrate with your chosen third party services and then sync the selected data, you represent, warrant and undertake that:
(a) no special category personal data is included in the documentation and materials provided to Arcane as a result of such integration and syncing;
(b) You have informed any affected individuals of such integration and syncing and have an appropriate ground to carry out such activity under applicable data protection legislation; and
(c) You have all other necessary permissions, licences and/or other consent necessary to carry out such activity. You further acknowledge and agree that you understand that Arcane uses certain third party subcontractors and sub-processors to perform its Service and that, by choosing to allow Arcane to integrate with those third party services and then sync the selected data you are enabling such third party subcontractors and sub-processors to also process the content and information (including any personal data) of that data. Arcane is not responsible for the practices of such third party subcontractors and sub-processors.
7.3 Where Arcane, in the course of providing its Service, provide its results to you and you do not have the necessary permissions within your organisation to view particular data, Arcane will inform you of this at the point at which you select such data (as applicable).
7.4 User Data and any other information concerning the business, affairs, customers, clients, products and services of the User is confidential information and Arcane shall not at any time disclose such confidential information to any third party except with the express written authorisation of the User to be obtained on a case by case basis or as otherwise required by Arcane to perform its Services (including, for example, delivery to certain third parties which Arcane may use to provide its results to you). Arcane shall only use such confidential information as strictly necessary for the purpose of providing the Services during the term of this Agreement. Arcane will maintain the confidentiality of all such confidential information using the same degree of care that it would normally take to safeguard and preserve its own proprietary information of like importance but in any event not less than a reasonable degree of care. Whilst Arcane will take care to only partner with third parties which it considers will protect confidential information in the same way as Arcane, it cannot guarantee that this will be the case. It is your choice as to whether to submit User Data to Arcane and hence enable it to be accessed by the third parties stated in Arcane's Privacy and Cookies Policy. If you have any doubts about such third parties having access to any User Data which may contain such confidential information then do not select such data for Arcane to sync.
8 - Our Responsibilities
8.1 Arcane shall use all reasonable efforts to make the Services available, except for where:
i. Planned downtime is scheduled for system repair or maintenance; where downtime is planned, Arcane will give Users at least 3 business days notice in advance of a planned system outage;
ii. Unscheduled maintenance in the case of actual or anticipated emergency, such as a security incident or a known or suspected personal data breach;
iii. Unavailability for reasons outside Arcane's reasonable and expected control.
8.2 You agree to provide us with up to date contact details that we are permitted to use in the event that Arcane needs to contact you regarding the Services, including planned and emergency outages.
8.3 Arcane shall, to the extent required for the provision of the Services under this Agreement:
i. Perform the Services substantially in accordance with this Agreement and with reasonable care and skill;
ii. Comply with all applicable laws, and
iii. Maintain any licences and consents that are needed to provide the Services.
8.4 Arcane shall make all reasonable efforts to promptly correct any material non-conformance of the Services. The User is responsible for ensuring that the System and Services meet its specific personal and/or business requirements and is suitable for their desired purpose. If the User does not perform its obligations in a timely manner, then Arcane may reasonably adjust the delivery plan for the Services.
8.5 Arcane, in its discretion, may modify the Services if it does not materially reduce the functionality of the System, and may provide alternative features so long as they have materially the same or improved benefits as previous features.
9 - Your Responsibilities
9.1 Through the use of the Services the User, shall:
i. Cooperate with Arcane and provide any necessary information, as required, for Arcane to provide the Services to you. This may include the creation of your account, the delivery of the Services and to communicate with you for any reason relating to your subscription to the Services;
ii. Comply with all laws applicable to this Agreement and maintain the necessary consents to allow the use of User Data in accordance with this Agreement, and (if applicable) data protection laws;
iii. Ensure that you keep your passwords and usernames (“Account Details”) safe and secure and take measures such as periodically reviewing access logs, ensuring leavers' access is removed in a timely manner, enforcing strong passwords, and using MFA when and where possible;
iv. Use reasonable efforts to prevent unauthorised access or use of the Services, for example access by unauthorised third parties.
9.2 Users shall not:
i. Copy, modify, duplicate, creative derivative works from, frame, mirror, republish, download, record, display, transmit or otherwise distribute any portion of the System or Services;
ii. Circumvent or disregard any security restrictions imposed by Arcane in an attempt to obtain, or assist others in obtaining access to the System with unauthorised use or purpose;
iii. Use the Services in a way that could reasonably adversely affect the System or other users of the Services;
iv. Make the System available to unauthorised third parties;
v. Conduct what is considered inappropriate, excessive or abusive use of the Services, including elements of the Services provided by sub-processors on our behalf;
vi. Use the System to access, store, distribute or transmit any malware such as viruses or infectious files, or process or publish material that could be considered unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, discriminatory or offensive.
10 - Intellectual Property
10.1 Nothing in this Agreement shall constitute the transfer of any intellectual property rights between Arcane and the User. The User may use the Services as determined by their subscription level (for example, electronic access and print any applicable works for User’s own business use). However, Arcane reserves all other proprietary rights. Arcane will not use or promote any content of yours to which you hold intellectual property rights, except for circumstances where you have granted us permission to use such content in which case Arcane shall be entitled to use such content (including any User Data) for the purposes for which permission has been granted (for example to provide the Services), including to sublicense the use of such content (including any User Data) to Arcane's own third party sublicensees/processors for the purposes of providing such Services.
10.2 Arcane shall have a non-exclusive, royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual licence to use or incorporate into the System and Services any suggestions, enhancement requests, recommendations or other feedback provided by our Users in relation to the Services.
10.3 Arcane shall process your personal data in accordance with its Privacy and Cookies Policy and (where it is a data processor) in accordance with the terms of its Data Processing Agreement (https://tryarcane.com/legal/dpa).
11 - Indemnities
11.1 You agree to indemnify and hold Arcane harmless from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal fees) arising out of or relating to your violation of these Terms and Conditions or your use of the Services.
11.2 In defence or settlement of any third party claim that the Services or the System infringe the intellectual property or other rights of a third party, Arcane may procure the right for User to continue using our Service, or replace, modify or amend the System to remove any infringing elements. If no remedies are appropriate or reasonably available, this Agreement may be terminated on 2 (two) business days’ notice to the User without any additional liability.
11.3 Arcane shall not be liable to the User to the extent that an alleged infringement is based solely upon:
i. Any modification of the Services or documentation by anyone other than Arcane or its subcontractors or sub-processors;
ii. User’s use of the Services in any matter contrary to the instructions given by Arcane; or
iii. User’s use of the Services after notice of any alleged infringement.
11.4 This Section 11 in its entirety explains the User’s sole and exclusive rights and remedies, and Arcane's entire obligations and liability to the User for any infringement of intellectual property rights.
11.5 Each party agrees to use all reasonable efforts to mitigate any loss, damage or liability it may incur as a result of a breach by the other party of this Agreement, or in respect of which it may seek indemnification from the other party.
12 - Limiting Our Liability
12.1 Except where expressly provided in this Agreement, and to the fullest extent permitted by all applicable laws:
12.1.1 User assumes sole responsibility and autonomy for all information, notifications, results, data or disclosures (together, “Results”) obtained and delivered in the course of the use of the Services and System, and Arcane expressly disclaims any and all responsibility and liability in respect of such Results;
12.1.2 Arcane shall have no liability for any damage caused by errors or omissions in any data or other information provided to Us by User in connection with the Services, or any actions taken by Arcane under User instruction;
12.1.3 All terms implied by law are excluded from this Agreement; and
12.1.4 The Services and the System are provided to the User on an “as is” basis.
12.2 Nothing in this Agreement shall exclude or restrict liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or otherwise to the extent such exclusion or limitation is not otherwise permitted by law.
12.3 Subject to 12.2:
12.3.1 Neither party shall be liable to the other, whether in contract, tort (including for negligence), breach of statutory duty or otherwise for:
i. any loss of profits, loss of business, depletion of goodwill or similar losses or loss or corruption of data or information, or pure economic loss; or
ii. for any indirect or consequential loss; however arising under or in connection with this Agreement;
12.3.2 The total and aggregate liability of Arcane, in each case whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with this Agreement shall be £50.00.
13 - Agreement Term and Termination
13.1 This Agreement shall become enforceable upon the date on which the User first creates an account and continue until terminated in accordance with this Section 13.
13.2 Users may close their Arcane account at any time with no notice required.
13.3 Arcane may terminate the account of a User immediately if:
i. there are any unpaid fees in respect of that User’s account; or
ii. the User commits a material breach of any other term of this Agreement which is irremediable or (if remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.
13.4 On termination of this Agreement for any reason:
i. User shall cease using the System and Services;
ii. Without prejudice to Arcane's obligation to retain certain Personal Data, as set out in our Privacy and Cookie Policy, to meet our legal and regulatory compliance, Arcane shall delete User Data within 365 days of the termination of this Agreement, unless otherwise requested by User to delete sooner after termination;
iii. User Data contained on backup copies of Arcane's databases shall not be deleted for up to 365 days (or such other time period as you may select within your account) from the date of termination, upon expiry of the then-current backup, and User shall be entitled to export all uploaded User Data via the System export functionality; and
iv. Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination shall not be affected.
14 - Dealing in Rights and Obligations
14.1 This Agreement and the rights and obligations of each party under it may not be assigned or transferred by either party to any third party without the prior written approval of the other. However, it may be assigned or transferred by either party (where that party is not an individual) without the other’s consent if the recipient is:
i. a parent or subsidiary of that party;
ii. an acquirer of all or substantially all of its assets; or
iii. a successor by merger, provided that prior written notification is given within 30 days of such assignment or transfer coming into effect.
14.2 No terms within this Agreement shall be interpreted in any way which would formulate a partnership between each of the parties or as authorisation for either party to act as agent on behalf of the other.
15 - Notices
Any notice under this Agreement shall be in writing and shall be delivered by email to the other party's email address, as provided by them, as set out in this Agreement. A notice sent by email shall be deemed received as at time of receipt by that party’s receiving MX server.
Any notice under this Agreement sent by you for Arcane's attention may be submitted through your primary contact or by emailing our team directly at hello@tryarcane.com.
16 - Jurisdiction
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and subject to the exclusive jurisdiction of the English courts.