Terms of Service

Agreement to Terms

These Terms of Service (these "Terms") are entered into between Arch Works Inc., a Delaware company with its principal place of business at 3905 Prentice Ln, Austin, TX, 78746 ("Arch", "we", "us", or "our"), and you, whether personally or on behalf of an entity ("Customer" or "you"). These Terms govern your access to and use of our websites, products, and services, including archworks.ai and app.archworks.ai, as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto (collectively, the "Site"), and establish the terms and conditions under which Arch may provide services, software-enabled services, hosted platform access, deliverables, and related support to Customer under one or more statements of work, order forms, or exhibits that reference these Terms (each, an "SOW"). General practice is to place relationship-wide legal and commercial terms in these Terms and project-specific scope, timing, and fees in SOWs.

By accessing the Site or using any Services, you agree that you have read, understood, and agree to be bound by all of these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

1. Definitions

For purposes of these Terms:

"Affiliate" means any entity that controls, is controlled by, or is under common control with a party.

"Confidential Information" means non-public information disclosed by or on behalf of one party to the other, whether in written, oral, electronic, visual, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Arch’s Confidential Information includes, without limitation, the Services, Arch Technology, Documentation, source code, models, methodologies, and benchmarks, whether or not marked or identified as confidential.

"Customer Data" means data, content, records and files provided by or on behalf of Customer to Arch, or made available to Arch by or through Customer systems, in connection with the Services.

"Deliverables" means any reports, work product, documentation, configurations, or other deliverables expressly identified as deliverables in an SOW.

"Documentation" means Arch user guides, technical materials, and service descriptions made available for the applicable Services.

"SOW" means a statement of work, order form, or similar written document signed by both parties that references these Terms.

"Services" means the professional services, advisory services, implementation services, managed services, software-enabled services, hosted services, or support services described in an SOW.

"Arch Technology" means Arch’s software, models, ontologies, methodologies, templates, know-how, benchmarks, calculations, workflows, tools, documentation, and other technology or materials, including any modifications, improvements, or derivative works thereof, but excluding Customer Data and Customer-specific Deliverables to the extent expressly assigned in an SOW.

2. Scope and Ordering

2.1 No Services are required under these Terms unless and until the parties execute an SOW that references these Terms. Each SOW will describe the applicable Services, Deliverables, timeline, fees, assumptions, and any SOW-specific terms.

2.2 If there is a conflict among these Terms and any SOW, the following order of precedence will apply unless the applicable SOW expressly states that it overrides a specific section of these Terms: (a) the SOW, but only with respect to the Services under that Order and only for the section expressly overridden; (b) these Terms; and (c) any exhibit, attachment, or ancillary policy incorporated by reference.

2.3 Changes to scope, assumptions, Deliverables, timeline, staffing, or fees must be documented in a written change order or amendment signed by both parties.

3. Performance of Services

3.1 Unless expressly stated otherwise in an SOW, Arch controls the method, details, and means of performing the Services and may use employees, contractors, or subcontractors to perform the Services, provided Arch remains responsible for their compliance with the applicable obligations under these Terms.

3.2 Customer will reasonably cooperate with Arch and provide timely access to personnel, systems, information, facilities, approvals, and decisions necessary for Arch to perform the Services. Any delivery date or milestone will be equitably extended to the extent delayed by Customer acts, omissions, dependencies, or changes in assumptions.

4. Fees, Invoicing, and Payment

4.1 Customer will pay the fees set forth in each applicable SOW. Unless otherwise stated in the SOW, fees are non-cancelable and non-refundable once invoiced.

4.2 Arch will invoice Customer as set forth in the applicable SOW. If an SOW does not specify invoicing timing, Arch may invoice monthly in arrears for time-and-materials Services and upon signature for fixed fees.

4.3 Unless otherwise stated in the applicable SOW, undisputed amounts are due within thirty (30) days after Customer’s receipt of invoice. Customer must notify Arch in writing of any good-faith invoice dispute within ten (10) days after receipt of the invoice, and the parties will work promptly to resolve the dispute. Customer will timely pay all undisputed amounts.

4.4 Late payments may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, beginning on the due date.

4.5 Fees are exclusive of taxes. Customer is responsible for all sales, use, excise, value-added, goods and services, and similar transaction taxes, excluding taxes based on Arch’s net income, property, or employment.

4.6 Customer may pay by ACH, wire transfer, or other method approved by Arch and specified in the applicable SOW.

5. Customer Responsibilities

5.1 Customer is responsible for the accuracy, completeness, and legality of Customer Data and for obtaining all rights, consents, permissions, and notices necessary for Arch to lawfully process Customer Data in accordance with these Terms and the applicable SOW.

5.2 Customer will designate a project sponsor or primary contact for each SOW with authority to provide instructions, approvals, and business decisions.

5.3 Customer is responsible for its internal business decisions, implementation choices, and use of the Services and Deliverables.

5.4 Customer warranties on Customer Data. Customer represents and warrants that: (a) it will not transmit, store, or make available through the Services any Customer Data that is unauthorized or illegally obtained; (b) it has provided all notifications and obtained all consents, authorizations, and approvals required by applicable law to enable Arch to process Customer Data, including any personal data, according to the scope, purpose, and instructions specified by Customer; and (c) Customer is solely liable and responsible for all Customer Data and any conclusions drawn from it through use of the Services.

5.5 Customer will not, and will not permit any third party to: (a) decompile, disassemble, or reverse engineer the Services or Arch Technology, or attempt to discover any source code, underlying ideas, algorithms, file formats, or programming interfaces of the foregoing, except where these restrictions are prohibited by applicable law; (b) distribute, sell, sublicense, rent, lease, or make the Services available to any third party on a service-bureau, hosting, or similar basis; (c) remove any proprietary, copyright, trademark, or other notices from the Services, Deliverables, or Arch Technology; (d) modify or create derivative works of the Services or Arch Technology except as expressly authorized in writing by Arch; (e) publicly disseminate performance information, analysis, or benchmarks relating to the Services or Arch Technology; or (f) use, evaluate, or view the Services for the purpose of designing, modifying, or creating any product, software, model, algorithm, or service that performs functions similar to the Services.

6. Confidentiality

6.1 Each party agrees to use the other party’s Confidential Information solely to perform its obligations or exercise its rights under these Terms and any SOWs and not to disclose such Confidential Information to any third party except to its employees, contractors, subcontractors, professional advisers, or Affiliates who have a need to know and are bound by confidentiality obligations at least as protective as those in these Terms.

6.2 Confidential Information does not include information that the receiving party can demonstrate: (a) is or becomes publicly available through no breach of these Terms; (b) was already lawfully known to the receiving party without restriction before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party’s Confidential Information.

6.3 If the receiving party is required by law, regulation, subpoena, court order, or supervisory request to disclose Confidential Information, it may do so provided that, to the extent legally permitted, it gives prompt notice to the disclosing party and cooperates, at the disclosing party’s expense, in seeking confidential treatment or a protective order.

6.4 Upon expiration or termination of these Terms or the applicable SOW, each party will, upon written request, return or destroy the other party’s Confidential Information in its possession or control, except for copies maintained in routine backup systems or as required by law, regulation, record-retention policy, or internal compliance obligations.

6.5 The obligations in this Section 6 survive for five (5) years after the last disclosure of Confidential Information, except that trade secrets will be protected for so long as they remain trade secrets under applicable law.

7. Data Rights and Usage Restrictions

7.1 As between the parties, Customer retains all right, title, and interest in and to Customer Data. Arch does not acquire any ownership interest in Customer Data by virtue of these Terms or any SOW.

7.2 Customer grants Arch a non-exclusive, worldwide, limited right and license to host, use, reproduce, transmit, modify, and process Customer Data to the extent reasonably necessary to provide the Services, generate Deliverables, support the Services, comply with applicable law, and enforce these Terms.

7.3 Customer acknowledges that Arch may remove any Customer Data from the Services at its sole discretion to enforce these Terms or applicable law, and that Arch may, but has no obligation to, monitor Customer Data.

7.4 Upon Customer’s written request received within thirty (30) days after expiration or termination of the applicable SOW, Arch will delete Customer Data from Arch’s production systems within a commercially reasonable period, except to the extent retention is required or permitted by law, regulation, legal process, record-retention policy, backup protocols, or internal compliance obligations. Any retained Customer Data remains subject to the confidentiality and security obligations of these Terms.

7.5 Arch may collect and use analytics, statistics, metadata, and other data related to Customer’s use of the Services, and may generate de-identified, anonymized, or aggregated data and analytics derived from the Services, provided such data does not identify Customer or any individual.

8. Security and Data Handling

8.1 Arch will maintain a written information security program with administrative, technical, and organizational safeguards appropriate to the nature of the Services and the sensitivity of the Customer Data processed by Arch.

8.2 If stated in an applicable SOW or security exhibit, Arch will maintain the specific certifications, controls, and security commitments described therein. Arch may update its security controls from time to time so long as the overall level of security is not materially diminished.

8.3 Arch will notify Customer without undue delay, and in any event within seventy-two (72) hours, after confirming any unauthorized access to or acquisition of Customer Data in Arch’s possession or control that materially affects Customer Data processed under these Terms, and will provide reasonably requested information about the incident consistent with Arch’s legal, security, and confidentiality obligations.

8.4 To the extent an applicable SOW contemplates a deployment model in which certain categories of data remain within Customer’s environment, the parties will cooperate in good faith to document the final deployment architecture, integration points, and related security responsibilities before production exchange of such data.

8.5 Customer acknowledges that the Services may involve integrations with Customer systems or third-party systems under Customer’s control. Customer is responsible for securing such systems and access credentials that it controls.

9. Compliance Cooperation

9.1 Each party will comply with the laws and regulations applicable to its own performance under these Terms.

9.2 Arch will provide reasonable documentation and cooperation requested by Customer in connection with Customer’s vendor management, information security review, data governance review, and third-party risk management processes, provided that such requests are proportionate to the Services, do not require disclosure of Arch confidential information beyond what is reasonably necessary, and do not materially expand Arch’s obligations beyond these Terms and the applicable SOW.

9.3 Customer is responsible for determining whether the Services meet Customer’s legal, regulatory, and internal policy requirements for Customer’s intended use.

10. Intellectual Property

10.1 Each party retains all right, title, and interest in and to its preexisting intellectual property, materials, systems, and technology.

10.2 Arch retains all right, title, and interest in and to the Arch Technology. Except as expressly stated in these Terms or an applicable SOW, no rights are granted to Customer by implication, estoppel, or otherwise.

10.3 Subject to Customer’s payment of all applicable fees and compliance with these Terms, Arch grants Customer a non-exclusive, non-transferable, non-sublicensable license during the applicable SOW term to use the Deliverables and any Arch Technology expressly provided to Customer under the applicable SOW, solely for Customer’s internal business purposes.

10.4 Deliverables are licensed, not assigned, and Customer receives no ownership in Arch methodologies, software, models, benchmark frameworks, calculation engines, templates, ontologies, or derivative know-how embedded in or used to create the Deliverables.

10.5 Customer may provide suggestions, feedback, or recommended improvements relating to the Services, and Arch may freely use that feedback without restriction so long as it does not disclose Customer Confidential Information.

11. Warranties and Disclaimers

11.1 Arch warrants that it will perform any professional services under an applicable SOW in a professional and workmanlike manner. Customer’s exclusive remedy for breach of this warranty is re-performance of the nonconforming professional services, provided Customer gives Arch written notice describing the nonconformity within thirty (30) days after the affected services are performed.

11.2 Except as expressly stated in these Terms, an applicable SOW, or any service-level commitment or security exhibit: THE SERVICES, DELIVERABLES, AND ARCH TECHNOLOGY ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND. ARCH AND ITS SUPPLIERS AND SERVICE PROVIDERS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE.

11.3 Arch does not warrant that use of the Services will achieve any particular business result, cost savings, margin increase, workforce optimization outcome, regulatory result, or uninterrupted or error-free operation, unless a specific commitment is expressly stated in an applicable SOW or SLA.

12. Indemnification

12.1 Arch will defend Customer from any third-party claim alleging that Arch Technology provided by Arch to Customer under an applicable SOW infringes or misappropriates that third party’s United States intellectual property rights, and Arch will pay damages finally awarded against Customer by a court of competent jurisdiction or agreed in settlement by Arch, provided Customer promptly notifies Arch of the claim, grants Arch sole control of the defense and settlement, and reasonably cooperates at Arch’s expense.

12.2 Arch has no obligation under Section 12.1 to the extent a claim arises from: (a) Customer Data; (b) modifications not made by Arch; (c) combination with products, services, data, or processes not provided by Arch, if the claim would not have arisen but for such combination; (d) Customer’s use of the Services in violation of these Terms or the applicable SOW; or (e) Customer’s continued use after notice of an alleged infringement and offer of a commercially reasonable workaround or replacement.

12.3 Customer will defend Arch from any third-party claim arising from (a) Customer Data; (b) Customer’s use of the Services or Deliverables in violation of these Terms; (c) Customer’s failure to obtain consents, authorizations, or approvals required by applicable law in connection with Customer Data; (d) Customer’s unlawful or unauthorized use of the Services; or (e) Customer’s violation of applicable law, and Customer will pay damages finally awarded against Arch by a court of competent jurisdiction or agreed in settlement by Customer, subject to the same notice, control, and cooperation conditions.

12.4 If Arch reasonably believes that any Arch Technology may become subject to an infringement claim, Arch may, at its option: (a) procure the right for Customer to continue using the affected item; (b) modify or replace the affected item so that it becomes non-infringing without materially reducing functionality; or (c) terminate the affected SOW upon written notice and refund any prepaid fees for the terminated portion of the unused term.

13. Limitation of Liability

13.1 Except for Excluded Claims, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, goodwill, business interruption, or loss or corruption of data, even if advised of the possibility of such damages.

13.2 Except for Excluded Claims and the super-cap in Section 13.3, each party’s total aggregate liability arising out of or related to these Terms and all SOWs will not exceed the total fees paid or payable by Customer to Arch under the SOW giving rise to the claim during the twelve (12) months preceding the event giving rise to liability.

13.3 Each party’s total aggregate liability for claims arising from breach of Section 6 (Confidentiality) or Section 8 (Security and Data Handling) will not exceed two (2) times the cap set forth in Section 13.2.

13.4 "Excluded Claims" means: (a) Customer’s payment obligations; (b) either party’s indemnification obligations under Section 12; (c) either party’s gross negligence, willful misconduct, or fraud; and (d) liability that cannot be limited under applicable law.

14. Term and Termination

14.1 These Terms begin on the date you first access the Site or execute an SOW and continue until terminated in accordance with this Section 14.

14.2 Either party may terminate these Terms or an individual SOW if the other party materially breaches these Terms or the applicable SOW and fails to cure the breach within thirty (30) days after written notice, except that nonpayment by Customer may be cured only by payment in full of all undisputed amounts due.

14.3 Either party may terminate these Terms upon written notice if the other party becomes insolvent, ceases doing business in the ordinary course, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership, or similar proceeding not dismissed within sixty (60) days.

14.4 Unless an SOW provides otherwise, termination of these Terms does not automatically terminate any active SOW, and termination of an SOW does not automatically terminate these Terms. No new SOWs may be entered after termination of these Terms.

14.5 Upon expiration or termination of these Terms or an SOW: (a) Customer will pay all undisputed fees accrued through the effective date of termination; (b) each party will cease use of the other party’s Confidential Information except as permitted under these Terms; (c) Customer will immediately discontinue all use of the Services and Deliverables and promptly return to Arch or destroy any Arch Technology, Documentation, and all Confidential Information of Arch in Customer’s possession or control. If requested, Customer must certify to Arch in writing that Customer has complied with these requirements; and (d) Sections that by their nature should survive will survive, including provisions relating to payment, confidentiality, data rights, intellectual property, customer return and destruction obligations, indemnification, limitation of liability, dispute resolution, and general terms.

15. Suspension

Arch may suspend performance of affected Services upon written notice if: (a) Customer fails to pay undisputed fees when due and does not cure within ten (10) days after written notice; (b) Customer’s use of the Services poses a material security risk; or (c) suspension is required by law or reasonably necessary to prevent material harm to Arch systems or other customers. Arch will use commercially reasonable efforts to limit the scope and duration of any suspension.

16. Publicity and Use of Names

Neither party may issue a press release or publicly use the other party’s name, logo, trademarks, or service marks in connection with these Terms without the other party’s prior written consent, except that Arch may include Customer’s name in a confidential customer list shared under NDA or in response to due diligence requests, subject to Customer’s reasonable restrictions.

17. Subcontractors and Sub-processors

17.1 Arch may use subcontractors in performing the Services, provided Arch remains responsible for their compliance with applicable obligations under these Terms.

17.2 Arch may engage sub-processors that process Customer Data to support delivery of the Services. Arch maintains a current list of such sub-processors at https://trust.archworks.ai and will provide reasonable advance notice of new sub-processors that process Customer Data. Arch remains responsible for sub-processor compliance with the applicable obligations under these Terms.

18. General Terms

18.1 Dispute Resolution. These Terms and all SOWs will be governed by the laws of the State of New York, without regard to conflict-of-laws principles. Any dispute, controversy, or claim arising from or relating to these Terms, including arbitrability, that cannot be resolved following good faith discussions within sixty (60) days after notice of a dispute has been given shall be finally settled by arbitration. Subject to the agreement to arbitrate, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in New York, New York. Nothing in this Section limits either party’s right to seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Confidential Information or intellectual property rights.

18.2 Notices. Any notice required under these Terms must be in writing and sent by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses first listed above or to any updated notice address designated by a party in writing. Notices are effective upon receipt.

18.3 Assignment. Neither these Terms nor any rights hereunder may be assigned, transferred, or subcontracted by Customer without Arch’s prior written consent, and any attempt to do so will be void. Arch may assign these Terms in whole or in part without restriction.

18.4 Force Majeure. Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, including natural disasters, acts of government, labor disputes, war, terrorism, civil unrest, internet or utility failures, or epidemic events, except that this Section does not excuse Customer’s payment obligations for Services already performed.

18.5 Independent Contractors. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, fiduciary, or employment relationship.

18.6 Amendments. These Terms, together with all SOWs and incorporated exhibits, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous proposals, discussions, communications, and agreements regarding that subject matter. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

18.7 Severability. If any provision of these Terms is held unenforceable, the remaining provisions will remain in effect. A failure to enforce any provision is not a waiver of future enforcement.

18.8 Electronic Signatures. These Terms may be executed in counterparts, each of which is deemed an original, and signatures exchanged electronically or by PDF are deemed effective.

19. Contact Us

In order to resolve a complaint regarding the Site or to receive further information about its use, please email us at hello@archworks.ai.