Terms of Service
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Legal and Privacy
Welcome to Arcus! We created the Arcus terms of service to make it easy for financial institutions to build applications that connect with billers and merchants. By registering with us on our website ("Site"), our Software Services Agreement, or by using our service in any way - you agree to these Terms of Service and all other operating rules, policies and procedures that will be published from time to time on the Site. The Site and Arcus service will be referred to together as the "Services".
This Agreement is a legal contract between you (“Client”) and Arcus Financial Intelligence, Inc. (“Arcus”). Arcus is a financial software provider, operating online, with offices at 214 W. 29th St., New York, NY 10001.
- - DEFINITIONS
- “Agreement” means these terms, and all schedules, attachments, and other referenced documents, all of which are incorporated into these terms.
- “Client” means the counterparty to Arcus with respect to this Agreement.
- “Client Account” means a relationship with Arcus which allows Client to use the Services.
- “End User” means a customer of Client (and, typically, not a customer of Arcus) that uses the Services.
- “End User Data” means any “Non-Public Personal Information” and “Personally Identifiable Information” associated with an End User that is accessed by Arcus and Client in providing the Services.
- “Law” means any law, regulation, judgement, court order, or sanctions regime with which Arcus is required to comply.
- “Services” means the financial management software and related services provided by Arcus to Client which client may provide to End Users.
- “Supported Provider” means a product or service owned and/or used by End Users, including but not limited to financial products, with which the Services interface.
- “Website” means the internet website available at www.arcus.com, as updated from time to time.
- - CLIENT ACCOUNT
- 2.1 Registration. Client must create a Client Account before using Services.
2.3 Verification of Information. Arcus’ obligations under this Agreement are conditioned on verifying (satisfactory to Arcus) all information received from Client in connection with the Services, including but not limited to purposes of using the Services. Client agrees to provide complete and accurate information to Arcus, and to promptly notify Arcus of any changes to information provided to Arcus.
2.4 Condition of Acceptance. Arcus’ obligations under this Agreement are conditioned on acceptance of Client, which is evidenced by the creation and maintenance of a Client Account, or Client’s access to and continued use of Services. Arcus reserves the right to decline to open a Client Account without specifying a reason.
2.5 Nature of Client Account. Arcus does not act as a fiduciary, trustee, or escrow holder on behalf of Client.
- USE OF THE SERVICES
- identifying and contact information, such as business name, email, address, date of birth, and tax ID;
- any other information requested by Arcus; and
- consent to allow Arcus to verify all information provided to Arcus.
- PROHIBITED USE
- 3.1 Client Responsibility. Client acknowledges that Client is responsible for all activity, including activity by End Users, requested using the Services. Client further acknowledges that, if Client offers Services to End Users, End Users will authorize Arcus to access and obtain information from Supported Providers and that Arcus may not have any contractual relationship with such Supported Providers.
- 3.3 Legal Use. Client will abide by all local laws and regulations including those governing the handling and security of financial and personally identifiable information.
- 3.4 Client Security. Client will monitor activity on its own systems for any fraud or potential fraud from Client or any third parties and will not allow any unauthorized traffic to pass onto Client’s networks. Client accepts responsibility for any losses resulting from any fraudulent activity by Client, Client employees, or any third party causing such fraudulent or potentially fraudulent requests to be transmitted from Client to Arcus. Client agrees to maintain an alert status regarding all reasonably known vulnerabilities and security patches or corrective actions through an industry-recognized service issuing security advisories. Client agrees that, for any potential security loopholes that are identified, by whatever means, including, but not limited to, external security audits, Client will mitigate the risk
- 3.5 Arcus Reliance on Client Instructions. Arcus may rely and act upon all instructions from or purportedly from Client (including from Client’s agent) and which Arcus believes in good faith are Client’s instructions.
- 3.6 Provision of Bill Payments. Client acknowledges that, in providing bill payments, arcus is an agent of CBW Bank and all funds used for bill payments are held by CBW Bank in an account for the benefit of CBW Bank (also known as an “FBO” account). Client further acknowledges that these funds are not eligible for individual insurance, including FDIC insurance coverage.
- 4.1 Suspension of Client Account. Arcus may treat any of the following as grounds to suspend Client’s access to and use of the Services:
- LIMITATION OF LIABILITY
- failure to provide the information to Arcus as described at Section 2.1;
- death or illness of Client;
- bankruptcy or insolvency regarding Client;
- unanticipated technical difficulties, including but not limited to a disruption in external networks;
- Arcus’ reasonable suspicion that Client is violating these Terms; or
- at the sole discretion of Arcus’ compliance department.
- 5.1 Force Majeure. Arcus is not liable for the inability or impracticability to perform its obligations under this Agreement due to any event or circumstance, including, without limitation, any natural, technological, political or governmental (which for greater certainty includes an act of state) or similar event or unforeseen circumstance outside of Arcus’ control.
- 5.2 No Liability. Arcus will not, absent gross negligence or willful misconduct by it or its employees, be liable to Client for any loss, costs, or damages incurred as a result of Client’s use of Services, including, without limitation: (a) for communication malfunctions that affect the accuracy or timeliness of information between Client and Arcus, and/or which prevent information from being transmitted, or (b) for mistakes on Client’s part, including providing unusable or incorrect information to Arcus.
- 5.3 Limited Liability. To the extent permitted by Law, the aggregate liability, direct or indirect, of Arcus arising out of or in connection with this Agreement is limited to the total amount of fees received from Client in the previous six months. The parties acknowledge that the other party entered into this Agreement in reliance on the limitations of liability stated in this paragraph, and these limitations are an essential basis of the bargain between the parties.
- 5.4 Legality. Arcus Services may only be used for lawful purposes and where such use is permitted by law.
- 6.1 Termination. Termination is generally provided under Client’s fee agreement and such provisions shall supersede those of this Agreement. If Client’s fee agreement does not specify terms of contract termination, either party may terminate this Agreement by providing notice to the other party (“Termination”) on or before ninety (90) calendar days prior to the expiration of Client’s then-current term, and, if no such term exists, upon ninety (90) calendar days’ notice.
- 6.2 Effect of Termination. Termination relieves Arcus of any future obligations arising out of this Agreement. Termination does not affect any prior obligations and does not relieve either party of any outstanding obligations arising out of this Agreement or any other agreement between the parties.
- 7.1 Disclaimer of Warranties. ALL ARCUS SERVICES (INCLUDING ALL SOFTWARE, MATERIALS, DATA AND INFORMATION PROVIDED IN CONNECTION WITH OR ACCESIBLE THROUGH THE SERVICES) IS PROVIDED “AS IS” AND WITHOUT WARRANTY. ARCUS, ITS SERVICE PROVIDERS AND THEIR SUBSIDIARIES, AFFILIATES AND AGENTS DISCLAIM ALL WARRANTIES (WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) INCLUDING WITHOUT LIMITATION WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Arcus does not warrant that the operation of the Services will be uninterrupted or free from error. Except in the event of gross negligence or willful misconduct by Arcus, Arcus is not responsible for any service interruptions, including, but not limited to, system failures, power outages, or other interruptions that may affect processing, settlement, acceptance, or disbursement in connection with the Services. Arcus does not guarantee the quality, accuracy, completeness or timeless of the information or other Website content provided. Arcus assumes no obligation to update the information or other Website content which may contain typographical errors from time to time. Information or other Website content may be changed without notice. Without limiting the generality of the foregoing, Arcus makes no representation or warranty that: (i) the Website or any component of the Website (including, without limitation, the Website content) will be compatible with Client’s computer, mobile or other device and/or software; (ii) the Website or any component of the Website (including, without limitation, the Website content) will be available or will function without interruption or error; (iii) the use of the Website or any component of the Website (including, without limitation, the Website content), including, without limitation, the browsing and downloading of any information or material, will be free of any viruses, trojan horses, worms or other destructive, intrusive or disruptive components; (iv) the transmission of information to and from the Website will be secure; (v) the use of the Website or any component of the Website (including, without limitation, the Website content) will not infringe the rights (including, without limitation, intellectual property rights) of any person or entity; or (vi) the use of the Website or any component of the Website (including, without limitation, the Website content) will not cause any damage to Client’s computer, mobile or other device, software, or electronic files.
- 7.2 Intellectual Property. Client acknowledges that the Services, Website, and related content, and all intellectual property rights pertaining thereto are the property of Arcus or third parties, and may only be used for the purpose permitted by this Agreement. Client hereby acknowledges that the Services, Website, and related content are protected by copyright, trademarks, service marks or other proprietary rights and laws. Client may not duplicate, create derivative works from, publish, modify, exchange, or otherwise distribute or exploit the Services, the Website, or any portion of either for any public or commercial use not expressly granted by these Terms.
- 7.3 Indemnification. Client shall indemnify Arcus, its subsidiaries and affiliates, and their officers, directors, employees, licensors, licensees, agents, contractors, and other applicable third parties (“Arcus Indemnified Parties”) against all third-party claims, liability, losses, expenses, damages, fines, penalties (including damages awarded or settled amounts and reasonable attorney’s fees) arising out of or in connection with Client’s breach of this Agreement or use of the Services or the Website. Client shall indemnify the Arcus Indemnified Parties for all losses arising from acting upon the instructions of Client, including but not limited to losses incurred due to an error in instructions provided by Client to Arcus.
- 7.4 Communications.
- 7.4.1 Internet Access. Client shall have the appropriate computer hardware and software to regularly access the internet and to view electronic communications.
- 7.4.2 Telephone Communications. Arcus may record all telephone conversations. Client hereby consents to the recording of all telephone conversations between Client and Arcus without the use of a warning tone or message. Arcus may use such recordings to resolve any disputes, where permissible.
- 7.4.3 Electronic Communications. Client shall accept electronic communications from Arcus, which include but are not limited to information posted on Arcus’ Website and emails sent to the email address provided by Client. Client agrees that Arcus may provide communications or records by means of electronic communications. Arcus may terminate Client’s use of the Services if Client declines or withdraws consent to receive electronic communications. When Arcus sends an electronic communication to Client’s provided email address, or posts to the Website, it shall be deemed received at that time.
- 7.4.4 Contact Information. Client is solely responsible for keeping Client’s contact details registered with Arcus up to date.
- 7.4.5 Security of Access Credentials. Client is solely responsible for the confidentiality and security of Client’s access credentials, such as API keys and password information. Client should not disclose such information to anyone. Arcus is entitled to assume that any person using Client’s access credentials is Client. Client must notify Arcus immediately of any unauthorized use or access to Client’s access credentials. Arcus may, at any time and its entire discretion, require Client to change Client’s access credentials or any part thereof. Any failure by Client to comply with such request entitles Arcus to suspend Client’s access to and use of the Services.
- 7.5 Confidential Warning. The internet is not a secure medium and privacy cannot be ensured. Communications over the internet are vulnerable to interception and forging. Arcus will not be responsible for any damages that Client or any third party may suffer as a result of the transmission of confidential information that Client makes to Arcus through the internet, or that Client expressly or implicitly authorizes Arcus to make, or for any errors or any changes made to any transmitted information. Arcus will not be responsible for any damages that Client or any third party may suffer as a result of the transmission of confidential information that Client makes to Arcus or any other third party of whom Client may have become aware as a result of accessing the Website or by following a link to another Website which is found on the Website through the internet.
- 7.6 Amendments. Arcus may amend this Agreement by posting the amended Agreement on our Website and providing Client with electronic notification of such amended agreement. Such amendment will become effective on the date specified in the notice. Unless otherwise agreed by Arcus in writing, an amendment does not affect any legal rights or obligations which may have already arisen under the former version(s) of this Agreement. If Client does not agree to the changes, Client has the right to terminate the Agreement immediately and without charge.
- 7.7 Assignment. Client may not assign any right or obligation under this Agreement without the prior written consent of Arcus. Arcus may assign this Agreement and any rights under it without Client’s consent.
- 7.8 Privacy. Arcus and Client are the only parties which may rely upon or enforce this Agreement. There are no third-party beneficiaries to this Agreement, except affiliates of Arcus and vendors with whom Arcus may contract to provide Services. Nothing in this Agreement confers or is intended to confer a benefit on a person who is not Arcus or Client.
- 7.9 Agency. Each party is entering into this Agreement as Principal. Neither party shall represent itself as an agent, employee, or representative of the other party. Nothing in this Agreement shall create, or be deemed to create, a partnership or joint venture or relationship of employer and employee.
- 7.10 Severability. If any provision of this Agreement is illegal or unenforceable, that provision is severed from the Agreement, and the other provisions remain in force.
- 7.11 No Waiver. Arcus’ failure to exercise or enforce any right under this Agreement will not be deemed a waiver of any such right or prevent Arcus from exercising that right at any time.
- 7.12 Governing Law. This Agreement is governed by, and is to be construed and interpreted in accordance with, the laws of the State of New York without giving effect to the principles of conflicts of law. Arcus and Client agree that all actions and proceedings arising out of or relating directly or indirectly to this Agreement or any ancillary agreement or any other related obligations shall be litigated solely and exclusively in the state or federal courts located in New York City, New York, and that such courts are convenient forums.