SaaS Edition Terms of Service
These terms and conditions (the “Agreement”) govern all use of Pro Custodibus services (the “Service”). The Service includes all sites or services available from procustodibus.com or custodib.us. By using the Service, you are agreeing to be bound by the Agreement.
The Agreement is between you (“you”) and the owner and provider of the Service, Arcem Tene, Inc. (“Arcem Tene”). The Agreement constitutes the parties’ entire agreement over the Service, and merges and supersedes all prior agreements. By agreeing to these terms, you represent and warrant that you have the authority to accept the Agreement. If agreeing on behalf of a company or legal entity, you represent and warrant that you have the authority to bind such entity to the Agreement. In the absence of such authority, you may not use the Service.
You agree to not use the Service for unlawful activities, or for activities prohibited by the Agreement. You agree to not disrupt the Service, nor disrupt the use of the Service by third parties.
The Service is provided exclusively to individuals who are at least 18 years of age, or to minors who have obtained parental or legal guardian consent.
To the extent that the Service processes any personal data that is subject to the EU General Data Protection Regulation (GDPR), on the user’s behalf, in the provision of the Service, the terms of the Pro Custodibus Data Processing Agreement (https://www.procustodibus.com/dpa/), which are hereby incorporated by reference, shall apply.
Limited use of the Service is available for free. Standard use of the Service requires you to select a payment plan and provide Arcem Tene with a payment method (your “Payment Method”), such as a credit card and associated billing information. Your Payment Method must be valid, and you must keep it current. By providing your Payment Method you represent and warrant that you have the authority to use your Payment Method, and you authorize Arcem Tene to charge your Payment Method on a monthly basis for use of the Service.
Arcem Tene shall charge your Payment Method at the beginning of each month to collect payment for your use of the Service from the previous month. The Service provides a webpage where you can monitor your use of the Service and preview this charge. If your Payment Method is declined or fails for any reason, Arcem Tene reserves the right to suspend or terminate your use of the Service.
Payment is billed in US dollars. Payment for the Service is non-refundable and any refunds or credits given shall be at the sole discretion of Arcem Tene, with the exception that at account termination and upon your request, Arcem Tene shall refund the charge for your last month of use. Accounts terminated due to a violation of the Agreement shall incur the loss of all payments and credits, and are not eligible for refund.
Unless otherwise stated, all fees advertised or otherwise listed for the Service do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use, or withholding taxes assessable by any local, state, provincial, or foreign jurisdiction (collectively the “Taxes”). You are responsible for paying the Taxes, except for those based on the net income or profits of Arcem Tene. Unless provided with evidence of an exemption, Arcem Tene shall charge your Payment Method for the Taxes it believes it is legally obligated to collect on your behalf.
Arcem Tene reserves the right to change the fees charged for your use of the Service. Arcem Tene shall notify you in writing at least 90 days prior to such changes taking effect.
The Agreement shall remain in effect unless Arcem Tene or you fail to comply with any provision of the Agreement, or until terminated either by Arcem Tene or by you. Arcem Tene or you may terminate the Agreement at any time for any reason, without cause, and without prior notice. You may not use the Service after the Agreement has been terminated.
All provisions of the Agreement which by their nature should survive termination shall survive termination, including, but not limited to, ownership provisions, warranty disclaimers, indemnity, and all limitations of liability.
Arcem Tene may change the Agreement at any time. Arcem Tene shall send a notice to you of the change. Such changes shall be effective immediately upon publication of the changed Agreement at https://www.procustodibus.com/terms/. Use of the Service after such change shall constitute your consent to the change.
You agree that if Arcem Tene does not exercise or enforce any right or provision of the Agreement, it shall not constitute a waiver of such right or provision.
If any court of law, having the jurisdiction to decide on this matter, rules that any provision of the Agreement is invalid or unenforceable, then the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision. The remaining provisions of the Agreement shall continue to be valid and enforceable.
The Agreement, and your relationship with Arcem Tene under the Agreement, shall be governed by the laws of the State of Washington without regard to its conflict of law provisions. You and Arcem Tene agree to submit to the exclusive jurisdiction of the courts located in King County, Washington, USA to resolve any legal matter arising from the Agreement. Notwithstanding this, you agree that Arcem Tene shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Agreement must be filed within 1 year after such claim or cause of action arose or be forever barred.
Notices must be in writing and shall be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier or fax confirmation of delivery. Notices to Arcem Tene must be sent to an address stated at https://www.procustodibus.com/contact/. Notices to you shall be sent to the address you identify as the contact for notices. Either party may send notices and other information by email or other electronic form.
You agree that you shall be responsible for your use of the Service, and you agree to defend, indemnify, and hold harmless Arcem Tene and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with your access to, use of, or alleged use of the Service; (ii) your violation of the Agreement or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. Arcem Tene reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with the defense of such claim.
THE SERVICE IS MADE AVAILABLE TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH THE EXPRESS UNDERSTANDING THAT ARCEM TENE HAS NO OBLIGATION TO MONITOR, CONTROL, OR VET THE SERVICE’S CONTENT OR DATA. AS SUCH, YOUR USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK. ARCEM TENE MAKES NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SERVICE, ITS SAFETY OR SECURITY, OR THE SERVICE’S CONTENT. ACCORDINGLY, ARCEM TENE IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THE SERVICE’S INOPERABILITY, UNAVAILABILITY, OR SECURITY VULNERABILITIES.
ARCEM TENE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
IN NO EVENT SHALL ARCEM TENE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT ARCEM TENE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.
YOU AGREE THAT THE AGGREGATE LIABILITY OF ARCEM TENE TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE (INCLUDING ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE), OR OTHERWISE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNT PAID BY YOU TO ARCEM TENE FOR USE OF THE SERVICE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
The parties to the Agreement are independent contractors. Nothing in the Agreement shall constitute one party as an employee, agent, joint venture partner, or servant of another.
Either party may, upon giving written notice to the other party, assign the Agreement without the consent of the other party in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of the party’s assets. Any other proposed assignment of the Agreement must be approved by the non-assigning party in writing. Assignment shall not relieve the assigning party of its obligations under the assigned Agreement.
The Agreement does not create any third-party beneficiary rights except as expressly provided by its terms.