Terms and Conditions of Use

ARCH PGOL TECHNOLOGIES INC. (“PGOL”, “we”, “us” or “our”) is a corporation formed pursuant to the Business Corporations Act R.S.O. 1990, c. B.16 in Ontario, Canada. We provide a dental lab management software-as-a-service platform (the “Platform”), which integrates case management, prescription intake, production tracking, quality control, shipping, billing, and other operational features for dental laboratories, as further described on our website at https://www.archforlabs.com(the “Website”). Our Platform is accessible to end users at app.archforlabs.com and related domains and subdomains.

In order to access and use the Platform, in a designated online enterprise environment, the corresponding enterprise customer and each of their end-users must accept these terms and conditions (the “Terms”) and the corresponding enterprise must enter an enterprise agreement with us (“Enterprise Agreement”).

In consideration for permitting your access to the Platform, and other good and valuable consideration, you agree as follows:

These Terms form a legally binding agreement which govern your access to and use of (i) the Platform; and (ii) our Website and related domains and subdomains.

THESE TERMS HAVE PROVISIONS WHICH LIMIT OUR LIABILITY AND IMPOSE OBLIGATIONS ON YOU.

You must review these Terms carefully before using the Platform. By using the Platform, you, the user (“you” or “your”), represent and warrant that (i) you are at least 18 years old; and (ii) you have read and understand these Terms and agree to be bound by them.

If you are using the Platform on behalf of, or in the employ of, an organization (corporation, trust, partnership, dental laboratory, etc.), you are agreeing to these Terms for that organization and representing and warranting that you have the authority to bind that organization to these Terms. In such a case, “you” and “your” will also refer to that organization and yourself individually. For greater clarity, both you as an individual and your organization, as applicable, are legally bound by these Terms which form an agreement with ARCH PGOL TECHNOLOGIES INC.

Amendments

As the Platform continues to evolve, we may, at any time, revise these Terms and our policies by updating this page or the page hosting the relevant policy. The date of the last version of these Terms is posted above. We will provide you with no less than thirty (30) days’ prior written notice of any material amendments to these Terms by sending an email to the address associated with your account and/or by displaying a prominent notice within the Platform. Material amendments include, without limitation, changes to pricing, limitation of liability, data handling practices, or any other provision that materially affects your rights or obligations under these Terms. Non-material amendments (such as corrections of typographical errors or minor clarifications that do not affect your rights or obligations) may be made by updating this page without prior notice. Your continued use of the Platform following the effective date of any amendment constitutes your acceptance of the amended Terms. If you do not agree with a material amendment, you may terminate your account within the thirty (30) day notice period without penalty, subject to the terms provided for herein and the corresponding Enterprise Agreement.

Privacy

We use personal information you provide us in accordance with our privacy policy, which is incorporated by reference and available online at www.archforlabs.com/privacy. By using the Platform, you consent to such processing and you represent to us that all information provided by you is accurate.

About the Platform

The Platform is a dental lab management system that enables dental laboratories to manage the full case lifecycle — from prescription intake and case tracking to production management, quality control, shipping, billing, and client communication. The Platform is offered on a modular, subscription basis and may include features powered by artificial intelligence and machine learning. There are important disclaimers on AI features below.

Establishing an Account

After your corresponding organization has entered an Enterprise Agreement, to use the Platform you will be required to register an end-user account and provide certain personal information as referenced in our privacy policy. While your license to access the Platform may be paid for by your organization pursuant to an Enterprise Agreement, you agree that access to your account constitutes good and valuable consideration in exchange for agreeing to these Terms, our privacy policy and all other documents incorporated by reference.

Upon establishing an account, and in connection with the corresponding Enterprise Agreement for your organization, we grant you a non-transferable, non-sublicensable, license to access the Platform via your account. The grant of license shall last until the earlier of (i) PGOL revoking the license; (ii) the termination or breach of any corresponding Enterprise Agreement, including any failure to pay corresponding fees owing to us; and (iii) your corresponding organization revoking your account access.

For greater certainty, we reserve the right to revoke your license and your account access to the Platform if we reasonably believe you are in breach of these Terms or any fees owing to us in connection with an Enterprise Agreement are more than 30 days past due. We make no representations or warranties as to the ongoing availability of the Platform, or your access to it.

Account Not Transferrable

Access to your account is not transferrable and is only intended for you, the individual for whom the account was established for, even if your account is paid for or made accessible to you by an organization (such as your employer or other third party). As a result, you are not permitted to change the name associated with your account (if applicable), or to use or extend an account licensed to another party.

Account Security

You are responsible for safeguarding the password or other login credentials you use to access the Platform and you agree not to disclose your password to any third party.

You agree to use a unique password for your account which you do not use for any other online service. As we may send password reset notices and links to the email account registered on the Platform (i) you are responsible for ensuring that any name you provide to us is your full legal name, and that any email address used in connection with registering your account is accurate; and (ii) you represent and warrant to us, and agree that you will ensure, you are the sole person, at all times, with access to the email account registered in connection with your account.

You agree you are responsible for any activity on your account and all correspondence provided to us from any email address or phone number used to register your account, whether or not you authorized that activity or correspondence. You agree that we are, in respect of any instructions or actions taken by a person using your account, entitled to assume that the person is you; the person whose name and personal information is registered and associated with the account.

You must immediately notify us of any unauthorized use of your account.

While we and our third-party software and technology providers take certain security measures in relation to the Platform, you acknowledge that the technical processing and transmission of data and information, including your own account data and information, will involve transmissions over various networks and devices, including networks and devices not owned or controlled by us. We rely on a number of third parties to make the Platform available, including data and web hosting providers. You accept all risks in using the Platform, and indirectly, our use of such third-party providers. You agree and acknowledge that in using online platforms, there is always a risk of unauthorized access to and use of your information, including your personal information.

Acceptable Use of the Platform

In using the Platform you agree, and you represent and warrant to us and all other users of the Platform, that you:

1. Will not remove, alter or obscure or tamper with any copyright, watermarks, encrypted data, metadata, notices, technological protection measures, or rights management information;
2. Will not engage in any attempt to circumvent any security or encryption measures used in connection with the Platform;
3. Will not use the Platform in a way that has any unlawful or fraudulent purpose or effect;
4. Will comply with all applicable laws, rules, and regulations, including applicable privacy and health data laws;
5. Will not use or disclose personally identifiable information or health data belonging to others except (i) with their consent; and (ii) in accordance with applicable privacy laws, rules and regulations;
6. Will not upload, copy, distribute, share or otherwise use or generate data or content that is unlawful, obscene, defamatory, libelous, harmful, hateful, harassing, threatening, racially or ethnically offensive or abusive, that would violate a third party’s rights (including their intellectual property rights), constitute or encourage a criminal offense or give rise to civil liability or damages;
7. Will not upload, transmit, disseminate, post, share, store, use any content, data or information, perform any services or do anything that infringes on, or contributes to any infringement of, any intellectual property rights; including copyright, trademark, patent, or trade secret rights, whether of ours or any third party;
8. Will not disclose your password or transfer your account to any third party, or allow any third party to access your account or the contents of the Platform which require account access;
9. Will not impersonate any person or entity;
10. Will not upload, copy, distribute, share, create or otherwise use content, software code or information that contains or embodies software viruses or any other malicious computer code that is designed to interrupt, undermine, destroy or limit the functionality of any computer software, AI, hardware or communications equipment;
11. Will not translate, reverse engineer, decompile, disassemble, modify, or create derivative works based on the Platform or any underlying software code; and
12. Will not circumvent, disable, violate or otherwise interfere with any security related feature of the Platform.

We may, but have no obligation to, remove or suspend users from the Platform that we determine, in our sole discretion, to have, or which may reasonably appear to have, violated these Terms.

You agree that we may log your internet protocol (“IP”) address and device information to monitor compliance with these Terms, in addition to such other purposes referenced in our privacy policy.

Health Data

You acknowledge that certain data processed through the Platform may constitute protected health information under applicable laws, including the Personal Health Information Protection Act, 2004 (Ontario), S.O. 2004, c. 3, Sched. A (“PHIPA”), or the Personal Information Protection and Electronic Documents Act (Canada), S.C. 2000, c. 5 (“PIPEDA”). You agree to:

1. Only upload or input health data to the Platform in compliance with applicable laws, rules and regulations and only where you have obtained all necessary consents and authorizations;
2. Not use the Platform to transmit, store, or process health data in any manner that would violate applicable health data laws;
3. Comply with any additional health data handling requirements set out in the Enterprise Agreement or any other agreement between PGOL and your organization; and
4. Immediately notify your organization and PGOL if you become aware of any unauthorized access to or disclosure of health data through the Platform.

Regulated End Users

If you are a health information custodian within the meaning of PHIPA (including, without limitation, a dentist, dental clinic, or other regulated health professional), or if you are an employee or agent of a health information custodian, you acknowledge and agree to the following additional terms:

5. You are solely responsible for determining whether your use of the Platform, including the upload, transmission, or processing of personal health information through the Platform, complies with your obligations under PHIPA, PIPEDA, and any other applicable privacy or health information legislation. PGOL does not make any representation that the Platform is compliant with PHIPA or any other health privacy legislation, and nothing in these Terms or the Platform’s features constitutes legal, regulatory, or compliance advice;
6. You are solely responsible for ensuring that you have an appropriate legal basis under PHIPA, including any required consent or other authorization, to disclose personal health information to the corresponding subscribing organization (the dental laboratory) and, through that organization’s use of the Platform, to PGOL as a provider of electronic services;
7. If you require the use of AI Features in connection with personal health information, you must contact PGOL and the subscribing organization in advance to discuss the intended use and any additional arrangements that may be required;
8. PGOL shall have no liability for any non-compliance by you or your organization with PHIPA, PIPEDA, or any other applicable privacy legislation arising from or in connection with your use of the Platform. You agree to indemnify and hold harmless the PGOL Parties from and against any claims, damages, losses, or liabilities arising from your failure to comply with your obligations under applicable health privacy legislation in connection with your use of the Platform; and
9. If you are a health information custodian or a regulated health professional and you require a data processing addendum, data sharing agreement, or similar written arrangement with PGOL in connection with your use of the Platform, you must contact PGOL at the contact information provided on the Platform before uploading any personal health information. The standard terms of these Terms of Use are not intended to constitute, and do not by themselves constitute, a data processing addendum or similar instrument sufficient to discharge a custodian’s obligations under applicable privacy legislation.

Use of AI and Machine Learning

The Platform includes features powered by artificial intelligence, machine learning and large language models, including but not limited to automated prescription reading, case routing suggestions, quality control evaluation, and remake pattern detection (the “AI Features”). You acknowledge and agree that:

1. Nature of AI Output. AI Features are provided solely as decision-support tools and are not a substitute for professional judgment, clinical judgment, or the exercise of independent expertise by a qualified professional. AI Features rely on probabilistic, statistical, and machine learning models that are inherently imperfect and may produce output that is inaccurate, incomplete, outdated, biased, internally inconsistent, misleading, or entirely fabricated (including the phenomenon commonly referred to as “hallucination”). Output may vary between sessions or requests even where the same input is provided, and may reflect limitations, errors, or biases present in the underlying training data or model architecture. AI Features do not verify, and cannot verify, the accuracy of any input data or the appropriateness of any output in light of the particular facts, context, or circumstances of a given case, patient, prescription, order, or workflow;
2. Your Verification Obligation. In connection with your account access, you are solely responsible for reviewing, verifying, validating, and where appropriate correcting, overriding, or disregarding any output generated by the AI Features before relying on it for any purpose. You must ensure that a qualified individual reviews any AI-generated output before it is acted upon, transmitted to any other person, incorporated into any deliverable or work product, or used as the basis for any business, operational, clinical, manufacturing, compliance, or financial decision. You shall not represent to any third party that AI-generated output is or has been verified by PGOL, nor shall you represent that the AI Features produce results of any particular accuracy, completeness, or reliability;
3. No Warranty Regarding AI Output. The AI Features are provided on an “as-is” and “as-available” basis. To the maximum extent permitted by applicable law, PGOL makes no representation, warranty, or guarantee of any kind, whether express, implied, statutory, or otherwise, with respect to the AI Features or any output generated by them, including without limitation any warranty of accuracy, completeness, reliability, fitness for a particular purpose, non-infringement, merchantability, currency, or freedom from error, bias, or hallucination. PGOL makes no representation that the AI Features will produce any particular result, be error-free, meet any regulatory, clinical, professional, accreditation, or industry-specific standard or requirement, or be suitable for any safety-critical, clinical, diagnostic, treatment-planning, regulatory, or compliance-related purpose. PGOL shall have no liability for any loss, damage, claim, or other consequence arising from your reliance on output generated by the AI Features, and any such reliance is entirely at your own risk;
4. PGOL may process, analyze and use data generated by your use of the Platform, including in aggregate form, to train, improve, and operate the AI Features and the Platform generally; and
5. AI Features may be updated, modified, or discontinued at any time as the Platform evolves.

Nothing in these Terms limits PGOL’s rights under any applicable Enterprise Agreement.

Acceptance of Risk and Disclaimers

AI Features rely on artificial intelligence and machine learning technologies that may produce inaccurate, incomplete, or misleading results. You are solely responsible for independently reviewing, verifying, and validating all output generated by any AI Feature before relying on, acting upon, or disseminating such output. PGOL expressly disclaims any and all liability for errors, omissions, or inaccuracies in AI Feature output, and for any loss, damage, or harm arising from your reliance on such output. Your use of any AI Feature is entirely at your own risk.

The Platform is provided to you on an “as is” and “when available” basis without warranty of any kind, including but not limited to, all implied warranties and conditions of merchantability and fitness for a particular purpose. We hereby disclaim all warranties and conditions of any kind, whether express, implied or statutory.

You acknowledge that the Platform is intended to facilitate the management of dental laboratory operations, including case tracking, quality control and billing. You agree and acknowledge that no software system is entirely error-free, and that the use of the Platform carries inherent risks, including but not limited to data entry errors, data breach, system malfunctions, connectivity interruptions, or force majeure events.

Without limiting any other section of these Terms, you agree that we shall not be responsible for any damages or loss you suffer arising from the acts or omissions, including the negligent acts or omissions, of other users of the Platform, our independent contractors, payment processors or third-party service providers. Our third-party service providers include payment processors, website and data hosting providers, AI Feature providers, and others.

You agree that, while we strive to have the Platform error free and uninterrupted, we do not guarantee the absence of errors or interruptions. You agree that we shall not be held liable for any damage or loss such errors or interruptions may cause. We make no representations and grant no warranties as to the uptime of the Platform.

Limitation of Our Liability

YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR OFFICERS, DIRECTORS, SHAREHOLDERS, LICENSORS OR EMPLOYEES (THE “PGOL PARTIES”), BE LIABLE TO YOU FOR ANY, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, INCLUDING BY NEGLIGENCE OR OTHERWISE, REGARDLESS OF LEGAL THEORY AND WHETHER OR NOT WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER THOSE DAMAGES WERE FORESEEABLE OR NOT.

WITHOUT LIMITING THE FOREGOING, CONSEQUENTIAL DAMAGES FOR WHICH THE PGOL PARTIES SHALL NOT BE LIABLE TO YOU, INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF PERSONAL INFORMATION AND ANY OTHER BUSINESS OR ECONOMIC DISADVANTAGE SUFFERED BY YOU, ARISING OUT OF OR RELATED TO YOUR RELATIONSHIP WITH US, THE USE, OR FAILURE TO BE ABLE TO USE, THE PLATFORM, OR ANY OF OUR RELATED PRODUCTS OR SERVICES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OR IN ANY ENTERPRISE AGREEMENT, AND EXCEPT TO THE EXTENT ARISING FROM OUR FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE, YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE PGOL PARTIES TO YOU, AS AN INDIVIDUAL END-USER, FOR ANY AND ALL CLAIMS, LIABILITIES, LOSSES, COSTS, OR DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS, YOUR ACCESS TO OR USE OF THE PLATFORM, WEBSITE, OUR PRODUCTS OR SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED ONE HUNDRED CANADIAN DOLLARS (CAD $100). THIS END-USER LIABILITY CAP APPLIES ON A PER-USER BASIS AND IS IN ADDITION TO, AND NOT IN SUBSTITUTION FOR, ANY LIABILITY LIMITATIONS OR CAPS SET OUT IN THE CORRESPONDING ENTERPRISE AGREEMENT.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY WAIVE ANY AND ALL OTHER REMEDIES, LEGAL OR EQUITABLE, WHICH YOU MAY HAVE.

YOU AGREE AND ACKNOWLEDGE THAT WE WOULD NOT ENTER INTO THIS AGREEMENT OR GRANT ACCESS TO THE PLATFORM WITHOUT THESE RESTRICTIONS AND LIMITATIONS ON OUR LIABILITY.

YOU AGREE AND ACKNOWLEDGE THAT YOU ARE USING THE PLATFORM FOR COMMERCIAL PURPOSES AND NOT FOR PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES.

Indemnification

You agree to indemnify the PGOL Parties and to defend and hold each of them harmless, from any and all claims, damages, harm, loss and liabilities (including reasonable legal fees) which may arise from (i) your violation of these Terms or any policy incorporated by reference; (ii) your violation of any third-party right; (iii) any breach of a representation or warranty made by you to us, either in these Terms, privacy policy or otherwise; or (iv) any claim for damages suffered by another user of the Platform, which you caused or contributed to.

You agree that any provision of these Terms in which you covenant or which obligates you to limit the liability of, hold harmless or indemnify any person or entity who is not a party to this agreement (such as PGOL’s directors, officers, shareholders, employees, licensors, contractors and others), that such covenants and obligations are accepted by PGOL as agent and trustee for each such third party. PGOL declares itself trustee of such covenants and obligations for each such third party; such covenants and obligations may be enforced by PGOL on behalf of any such third party.

Proprietary Rights

All rights, title, and interest in and to the Platform are and will remain the exclusive property of ARCH PGOL TECHNOLOGIES INC. and our licensors.

The Platform and all underlying software code is protected by copyright and other laws of Canada, the United States and foreign countries. Unless expressly permitted by us in a document signed by an authorized officer of ARCH PGOL TECHNOLOGIES INC., you agree not to copy, reproduce, modify or prepare derivative works, distribute, sell access to, transfer, publicly display or sublicense the Platform or access to your account thereon.

You are not permitted to use any trademark or trade name of ARCH PGOL TECHNOLOGIES INC., including our logo, without our express permission. Such permission may also be revoked by us at any time.

Your Content

The Platform may permit you and other users the ability to upload and post content, data and images (“User Content”). We claim no ownership of your User Content. However, you represent and warrant that you own or have the necessary licenses, rights, consents and/or permissions to use all User Content you post or make available on the Platform, including without limitation all consents and authorizations required by applicable law to permit PGOL to collect, use, process, de-identify, aggregate, and otherwise handle such content as contemplated by these Terms, the applicable Enterprise Agreement, and the Privacy Policy, including for the purposes of generating and commercially exploiting Derived Data (defined below), training and improving AI Features, and any other use expressly permitted thereunder.

You hereby grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any of your User Content that you post or upload to the Platform in order to facilitate the ordinary use of the Platform.

For greater certainty, the foregoing does not limit or restrict PGOL’s rights under these Terms, the applicable Enterprise Agreement, or the Privacy Policy with respect to the collection, use, aggregation, de-identification, or commercial exploitation of data derived from your use of the Platform, including without limitation any de-identified, aggregated, or anonymized data (“Derived Data”) which PGOL shall own or, to the extent applicable law does not recognize such ownership, shall have a perpetual, irrevocable, royalty-free right to use for any lawful purpose in connection with PGOL’s business.

We do not consider proposals or ideas, including without limitation ideas for new products, technologies, promotions, product names, product feedback and product improvements you provide us (“Feedback”) to be confidential information. If you send any Feedback to us, you acknowledge and agree that we shall not be under any obligation of confidentiality with respect to the Feedback and nothing in these Terms limits or restricts our right to independently use, develop, evaluate, or market products or services, whether incorporating the Feedback or otherwise.

Third-Party Integrations, Products and Services

The Platform may integrate with third-party software and services, including but not limited to digital impression scanners (such as 3Shape and iTero), shipping providers (via EasyPost or similar providers), accounting software (such as QuickBooks Online and Xero), payment processors (such as Stripe), and third-party artificial intelligence service providers used to power AI Features on the Platform. To the extent PGOL directly or indirectly recommends, endorses, integrates with, or refers you to products or services offered by third parties, whether they integrate with the Platform or not, you agree and acknowledge that:

6. PGOL makes no representations or warranties regarding such third parties, their products or services;
7. It is your obligation to undertake your own due diligence concerning such third parties, their products, services and privacy practices;
8. To facilitate certain integrations and to provide AI Features, PGOL may transmit certain data, including personal information and health data, to the applicable third-party service provider or AI service provider; and
9. TO THE FULLEST EXTENT PERMITTED BY LAW, PGOL AND ITS DIRECTORS, OFFICERS, EMPLOYEES, SUBCONTRACTORS, AND AGENTS SHALL NOT BE LIABLE OR RESPONSIBLE TO YOU FOR ANY LOSS OR DAMAGE, HOWSOEVER CAUSED (INCLUDING BY NEGLIGENCE OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH PRODUCTS, SERVICES, OR INTEGRATIONS OFFERED BY ANY SUCH THIRD PARTIES.

Extraordinary Events / Force Majeure

You agree and acknowledge that extraordinary events outside of our control may impact the functionality, availability and/or uptime of the Platform. Examples of extraordinary events include without limitation, the following: (1) acts of God, flood, fire, lightning, disaster, earthquakes or storms; (2) actions of military, naval, civil authorities, war, revolution, political disturbance or terrorism; (3) civil disturbance; (4) expropriation, acts or restraints of a governmental body or authority; (5) unusual delay by common carriers; (6) sabotage, rebellion, vandalism, riot, insurrection, strike, lockout or explosions; (7) unreliability or non-availability of labour, contractors, materials, service, equipment, goods, utility, network or facilities; (8) potential or actual outbreaks of disease, viruses or quarantine; (9) anticipated or actual public health orders; (10) cyberattack, malware, discovery of cyber-vulnerabilities, or a denial of service attack; (11) hardware or software or networking or data center issues resulting in decline in reliability or availability; or (12) any other event or eventuality that could prevent or materially affect the smooth functioning of the Platform.

You agree that we are not responsible or liable to you for any damages you may suffer directly or indirectly as a result of an extraordinary event.

Linked Sites

Whether or not we are affiliated with websites or third-party vendors that may be linked to the Platform, you agree that we are not responsible for their content, products or services. Internet links found on the Platform, our Website or otherwise provided by us or a third party, are not an endorsement and we do not represent or warrant the accuracy or truth of the contents, or endorse the products, services or information found on said websites. You access those links and corresponding websites at your own risk.

Governing Law and Dispute Resolution

These Terms, all documents incorporated by reference and your relationship with us shall be governed by, construed and enforced in accordance with the laws of the Province of Ontario, Canada (and any Canadian federal laws applicable therein) as it is applied to agreements entered into and to be performed entirely within such province.

Any dispute, controversy, or claim arising from or related to these Terms, or in respect of any legal relationship associated with or derived from these Terms or your use of (or failure to be able to use) the Platform, shall be resolved exclusively by the courts in the Province of Ontario, including Canadian Federal Courts with applicable jurisdiction therein.

To the extent not prohibited by applicable law, you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.

The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to these Terms.

Termination

Your account and access to the Platform may be terminated in accordance with the applicable Enterprise Agreement between us and your organization. In addition, we may terminate or suspend your account and access to the Platform at any time (i) upon sixty (60) days’ prior written notice to you, or (ii) immediately if we reasonably believe you are in breach of these Terms.

The termination, suspension or cancellation of your account or access to the Platform shall not affect the continued binding nature of any provisions of these Terms which by their nature or express language survive termination, including those concerning limitations of liability, proprietary rights, indemnification obligations, governing law, dispute resolution, and confidentiality.

Severability

If any provision of these Terms (or part thereof) are found to be unlawful, void, or for any reason unenforceable, then that provision, or the applicable part thereof, shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

No Construction Against Drafter

If an ambiguity or question of intent arises with respect to any provision of these Terms, the Terms shall be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favouring or disfavouring either party by virtue of authorship of any of the provisions of these Terms.

Waiver of Class Proceedings and Trial by Jury

To the extent permitted by law, you hereby waive your right to participate in any class action lawsuits against us and the PGOL Parties.

To the extent permitted by law, you further waive any right to a trial by jury, should such a right exist, in relation to any legal dispute connected to or in any way arising out of these Terms.

Incorporation by Reference

All policies referred to in these Terms or anywhere on the Platform are hereby incorporated by reference, including but not limited to our privacy policy available at www.archforlabs.com/privacy.

Assignment of this Agreement

These Terms shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. You agree that we may assign this agreement, between us and you, to any successor or assignee, whether pursuant to the purchase of the Platform by a third party, the transfer of control of ARCH PGOL TECHNOLOGIES INC. or otherwise.

Right to Seek Injunction

Violation of these Terms may cause us irreparable harm and, therefore, you agree that we will be entitled to seek extraordinary relief including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that we may have for a breach of these Terms.

Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

New Features

Any new features we give you access to that augment or enhance the current Platform, including the release of new versions, new products or services, tools and resources, shall be subject to these Terms.

Entire Agreement

These Terms, in addition to our privacy policy and all documents and agreements incorporated by reference form the entire agreement between the parties relating to the matters contained herein and shall not be modified except (i) by publication of a subsequent version of these Terms by us in accordance with these terms; or (ii) in writing, in an addendum or other agreement, signed by a duly authorized representative of ARCH PGOL TECHNOLOGIES INC.