Introduciton
Welcome to ArcanEdge. These Terms and Conditions ("Terms") govern your engagement with us for custom AI solution development services. By collaborating with ArcanEdge, you agree to these Terms.
Terms & Conditions
At ArcanEdge, we specialize in a broad spectrum of AI solutions, meticulously designed to cater to both business and personal needs, encompassing AI assistants, AI-driven marketplaces, and a diverse range of AI-related services. Each solution is intricately crafted with the dual goals of augmenting efficiency and enhancing decision-making capabilities for our clients.
Services Description
1. Confidentiality of Client Information:
Secure Data Storage and Transmission: Utilizing encrypted storage and secure transmission channels, we ensure that all client data is protected from unauthorized access during both storage and transfer.
Access Control and Monitoring: Access to client information is strictly controlled and monitored. Only personnel directly involved in the project have access to this data, and their access rights are regularly reviewed.
Regular Security Training and Drills: Employees undergo frequent security training and participate in simulated drills to prepare for potential breaches, ensuring they understand and can effectively implement confidentiality protocols.
2. Data Protection and Privacy Standards:
Regular Legal Updates and Training: Our team receives updates on legal changes in data protection laws, ensuring that our practices are always compliant with current regulations.
Data Processing Agreements: When necessary, we enter into data processing agreements with clients and third parties that clearly outline responsibilities and expectations regarding data protection.
3. Data Use and Purpose Limitation:
Data Processing Records: We maintain records of data processing activities, ensuring that client data is used in accordance with documented purposes.
Audit Trails: Audit trails for access and use of client data are maintained to ensure accountability and traceability.
4. Transparency and Client Rights:
Data Rights Communication: We actively communicate to clients their rights regarding their data and provide clear instructions on how to exercise these rights.
Facilitation of Data Requests: A dedicated channel is established for clients to request data access, rectification, or deletion, ensuring prompt and efficient response to such requests.
5. Data Security and Incident Response:
Regular Security Audits and Penetration Testing: Conducting regular security audits and penetration tests to identify and address vulnerabilities.
Cross-Team Collaboration in Incident Response: Our incident response team collaborates across different departments, ensuring a cohesive and rapid response to any data security incidents.
6. Continuous Improvement and Update of Practices:
Engagement with Industry Experts: Regular consultations with data protection and cybersecurity experts to stay ahead of emerging threats and best practices.
Technology Adaptation: Adoption of new and advanced technologies for data protection as they become available, ensuring that our data security infrastructure remains state-of-the-art.
Client Collaboration and Obligations
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Ownership of Custom AI Solutions:
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Client Ownership: The client shall have full and exclusive ownership of the specific AI solution developed for them by ArcanEdge, including the final delivered product, code, and associated documentation. This encompasses the right to use, modify, and integrate the solution within their business operations.
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Retention of Methodology and Process Rights by ArcanEdge:
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ArcanEdge's Rights: While the client retains ownership of the specific solution developed, ArcanEdge maintains the rights to the underlying methodologies, processes, techniques, and general know-how used in the development of the solution. This includes, but is not limited to, algorithms, development frameworks, and implementation strategies that are part of ArcanEdge’s expertise and not uniquely created for the client’s project.
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Reusability by ArcanEdge: ArcanEdge reserves the right to reuse and apply the general knowledge, techniques, and methodologies gained during the development of the client’s solution in future projects. This does not include the direct replication of any specific features, proprietary data, or unique aspects of the solution that are exclusive to the client’s project.
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Distinction between Specific Solutions and General Methodologies:
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No Replication of Client-Specific Solutions: ArcanEdge acknowledges that any unique features, proprietary data, or specific customizations developed uniquely for a client’s solution will not be replicated or used in the development of solutions for other clients.
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Enhancement of ArcanEdge’s Capabilities: The experience and knowledge gained from working on each project will contribute to the enhancement of ArcanEdge’s general capabilities, allowing for continuous improvement in service quality and innovation.
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Intellectual Property Protection and Confidentiality:
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Protection of Methodological Innovations: ArcanEdge may seek to protect its innovative methodologies through applicable intellectual property rights such as patents or trade secrets.
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Client Confidentiality: ArcanEdge is committed to maintaining the confidentiality of all client-specific data, preferences, and custom features. Such information will remain the exclusive property of the client and will not be disclosed or used outside the scope of the specific project.
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Contractual Clarity and Transparency:
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Clear Contractual Definitions: Each client engagement contract will clearly outline these intellectual property terms, ensuring a mutual understanding of the rights and responsibilities of both parties.
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Open Communication: ArcanEdge is dedicated to maintaining open and transparent communication with clients regarding the use and ownership of intellectual property developed during the course of a project.
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Intellectual Property
1. Confidentiality of Client Information:
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Secure Handling of Information: We implement robust security measures to ensure that all information provided by clients, including business details, project specifications, and any sensitive data, is securely handled and stored.
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Restriction on Disclosure: Client information is strictly confined within the bounds of the project team and is not disclosed to third parties unless required by law or with explicit client consent.
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Employee Awareness and Training: Our team members are regularly trained and made aware of the importance of maintaining confidentiality. They are bound by non-disclosure agreements to ensure client information is safeguarded at all times.
2. Data Protection and Privacy Standards:
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Compliance with Regulations: ArcanEdge adheres to applicable data protection and privacy laws in the jurisdictions we operate. This includes regulations like GDPR (General Data Protection Regulation) in the European Union, CCPA (California Consumer Privacy Act) in California, USA, and other relevant local data protection laws.
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Regular Audits and Compliance Checks: We conduct regular audits and compliance checks to ensure our data protection measures are up to date and effective in safeguarding client data.
3. Data Use and Purpose Limitation:
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Purpose-Specific Use of Data: Any data provided by clients is used solely for the purpose of developing and delivering the AI solutions as per the project scope. We do not use client data for any unrelated purposes.
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Minimization of Data Collection: Only data that is necessary for the development of the AI solutions is collected, following the principle of data minimization.
4. Transparency and Client Rights:
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Transparency in Data Handling: Clients are informed about what data is collected, how it is used, and who has access to it. We maintain transparency throughout the project lifecycle.
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Upholding Client Data Rights: We respect and uphold the rights of clients regarding their data, including the right to access, rectification, erasure, and portability of their data, in accordance with applicable laws.
5. Data Security and Incident Response:
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Robust Data Security Measures: Advanced security protocols and technologies are employed to protect client data from unauthorized access, disclosure, alteration, and destruction.
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Incident Response Plan: In the unlikely event of a data breach or security incident, we have a comprehensive incident response plan to promptly address and mitigate any potential harm.
6. Continuous Improvement and Update of Practices:
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Evolving Data Protection Practices: Our data protection and privacy practices are not static; they evolve in line with technological advancements, emerging threats, and changes in legal requirements.
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Feedback and Client Collaboration: We engage with our clients to receive feedback and collaborate on enhancing data protection measures, ensuring a mutually beneficial and secure working environment.
Confidentiality and Data Protection
Limitation of Liability within the Agreement Scope:
Defined Liability Boundaries: ArcanEdge's liability in connection with the development and delivery of custom AI solutions is strictly limited to the commitments and deliverables outlined in the agreement with each client. This means our responsibility is confined to fulfilling the terms and specifications explicitly agreed upon in the client contract.
Exclusion of Unstated Obligations: Responsibilities or liabilities that fall outside the agreed scope of the project are not assumed by ArcanEdge. This includes any expectations or assumptions not documented in the contract.
Exclusion of Indirect Damages:
No Liability for Indirect Damages: ArcanEdge is not liable for any indirect, incidental, or consequential damages that may arise from the use or application of the custom AI solutions. This includes, but is not limited to, loss of revenue, loss of profits, loss of data, or any other indirect financial losses that might occur.
Rationale Behind Exclusion: Such damages are often unforeseeable and can be disproportionately large compared to the size of the project. Limiting liability in this way is a standard practice in the industry, aiming to balance risk fairly between ArcanEdge and the client.
Specific Application and Use:
Client Responsibility for Application: The client bears responsibility for how they choose to use or apply the custom AI solution within their operations. ArcanEdge's liability does not extend to decisions made by the client in utilizing the solution, especially in ways not anticipated or advised by ArcanEdge.
Guidance and Recommendations: While ArcanEdge may provide recommendations or guidelines for the use of the solution, the ultimate responsibility for its integration and use lies with the client.
Acknowledgment of AI Solution Limitations:
Understanding AI Unpredictability: Clients should acknowledge the inherent limitations and unpredictability of AI technology. While ArcanEdge strives to provide robust and effective solutions, the nature of AI means that outcomes cannot always be predicted with absolute certainty.
Liability Limited to AI Performance Within Specified Parameters: ArcanEdge’s liability is confined to ensuring that the AI performs as agreed upon within the defined parameters of the project. Performance outside these parameters or in unexpected scenarios is not covered.
Contractual Clarity and Communication:
Clear Terms in Contracts: These liability limitations will be clearly stated in the contractual agreements with clients to ensure there is no ambiguity regarding the extent of ArcanEdge’s responsibilities.
Open Dialogue: We encourage open dialogue with clients about these terms to ensure mutual understanding and agreement.
Limitation of Liability
Provision of Custom AI Solutions "As Is":
Tailored to Specifications: Custom AI solutions developed by ArcanEdge are designed according to the specific needs and specifications provided by the client. We strive to meet these requirements to the best of our ability, utilizing our expertise and available technology.
No Warranties Beyond Agreed Terms: The solutions are provided without any express or implied warranties beyond what is explicitly agreed upon in the contract. This means that, apart from the commitments explicitly made in the agreement, ArcanEdge does not guarantee additional aspects such as the solution’s fitness for a purpose not specified or its performance in conditions not stipulated in the contract.
Client Understanding and Acceptance: By accepting the solution, the client acknowledges that it is provided "as is," with an understanding of its capabilities and limitations as per the agreed specifications.
Disclaimer of Liability for Unforeseen AI Performance:
Unpredictability in AI Performance: Given the complex and sometimes unpredictable nature of AI technology, ArcanEdge disclaims liability for the performance of the AI solutions in scenarios that are beyond the agreed scope of use. This includes situations or uses that were not foreseen or specified during the solution’s development and contractual discussions.
Exclusion of Non-Scoped Scenarios: If the AI solution is employed in a manner or environment that was not specifically discussed and documented in the agreement, ArcanEdge is not responsible for any performance issues or damages that arise from such usage.
Limitation of Liability to Agreed Use: This disclaimer reinforces that ArcanEdge’s liability is strictly limited to ensuring that the solution performs as per the conditions and for the purposes explicitly outlined in the client contract.
Client Responsibilities and Acknowledgement:
Client Due Diligence: Clients are encouraged to conduct thorough due diligence and provide comprehensive details about their requirements and the intended use of the AI solution to ensure it aligns with their needs.
Informed Acceptance: By proceeding with the solution, clients acknowledge their understanding of its capabilities and limitations as per the agreed terms and accept the responsibility for its use in non-specified scenarios.
Warranties and Disclaimers
1. Rationale for Terms Modification:
Adaptation to Business Evolution: As ArcanEdge grows and evolves, our business practices, services, and methodologies may change. Modifications to the Terms may be necessary to reflect these changes, ensuring that our agreements with clients are always current and relevant to our operational model.
Legal Compliance and Updates: The field of AI and technology is subject to evolving legal standards and regulations. Our Terms may be modified to ensure compliance with new laws, legal precedents, or regulatory requirements, thereby protecting both ArcanEdge and our clients.
2. Process of Modifying Terms:
Review and Update Process: ArcanEdge will periodically review its Terms and Conditions to identify any areas requiring updates or modifications. This process involves considering feedback from clients, legal advisories, and changes in our service offerings.
Notification of Modifications: When significant changes are made to the Terms, ArcanEdge will endeavor to notify clients in a reasonable and timely manner. This notification could be through email, a notice on our website, or another appropriate communication channel.
3. Client Acceptance of Modified Terms:
Continued Collaboration as Acceptance: When a client continues to engage with ArcanEdge's services after the modification of the Terms, it is understood as an acceptance of these new terms. Continued collaboration signifies the client’s agreement to adhere to and be bound by the updated Terms and Conditions.
Encouragement to Review Changes: Clients are encouraged to carefully review any changes to the Terms. If a client has concerns or does not agree with the modified Terms, they should discuss these concerns with ArcanEdge before continuing the collaboration.
4. Flexibility and Client Consideration:
Balancing Flexibility with Stability: While ArcanEdge reserves the right to modify the Terms, we are committed to maintaining a balance between flexibility in our operations and stability in our client relationships. Changes will not be made capriciously and will consider the potential impact on existing clients.
Open Dialogue on Terms Changes: ArcanEdge values open communication and will engage in dialogue with clients regarding significant changes to the Terms, especially those that might affect ongoing projects or collaborations.
Modifications to the Terms
1. Duration of Engagement:
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Effective Period: The collaborative engagement between ArcanEdge and the client is effective for the duration specified in the specific agreement. This duration is typically defined by project milestones, deliverables, or a set time frame.
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Project Completion: Often, the engagement naturally concludes upon the successful completion of the project, delivery of the AI solution, and fulfillment of all contractual obligations by both parties.
2. Termination Conditions:
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Mutual Agreement: The engagement may be terminated earlier if both ArcanEdge and the client mutually agree to do so. Such a decision is typically documented in a formal termination agreement.
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Breach of Terms: Either party may choose to terminate the engagement if the other party materially breaches the agreement terms and fails to remedy this breach within an agreed-upon period.
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Unforeseen Circumstances: Termination may occur due to unforeseen circumstances, such as changes in business direction, market conditions, or other external factors that significantly affect the ability to continue the engagement.
3. Process of Termination:
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Notice of Termination: The party wishing to terminate the engagement is usually required to provide written notice to the other party, outlining the reasons for termination and the intended last day of the engagement.
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Settlement of Accounts: Upon termination, a final settlement is typically conducted, ensuring that all outstanding payments, deliverables, and obligations are fulfilled by both parties.
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Post-Termination Obligations: The agreement may outline specific post-termination obligations, such as the return of confidential information, the completion of pending tasks, or other responsibilities that survive the termination of the engagement.
4. Impact on Intellectual Property and Liability:
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Intellectual Property Rights: Termination of the engagement does not necessarily affect the ownership and rights of intellectual property developed during the engagement, as defined in the agreement.
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Continued Liability: Certain liabilities or warranties, especially those related to confidentiality and indemnification, may continue even after the termination of the engagement.
5. Communication and Transition:
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Transparent Communication: ArcanEdge is committed to maintaining transparent and open communication throughout the termination process, ensuring a smooth and professional transition for both parties.
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Transition Support: Depending on the terms of the agreement, ArcanEdge may provide necessary support during the transition period following termination to ensure minimal disruption to the client’s operations.
Termination of Collaboration
1. Jurisdiction of Registration:
Primary Legal Framework: The clause establishes that the Terms and Conditions of ArcanEdge are primarily governed by the laws of the jurisdiction in which ArcanEdge is registered. This means that the legal principles and statutes of this specific geographical region or country form the basis for interpreting the Terms, handling disputes, and enforcing agreements.
Consistency and Predictability: By adhering to the laws of the jurisdiction of registration, ArcanEdge ensures consistency and predictability in its legal dealings, as both the company and the clients understand the legal context in which they are operating.
2. Exclusion of Conflict of Laws:
Avoiding Legal Ambiguity: The clause explicitly states that the conflict of law provisions are not considered. This means that in the event of a legal dispute, the court will not look to apply the laws of another jurisdiction that might be relevant due to the parties' locations, the location of the agreement's execution, or any other factor.
Simplification of Legal Processes: By excluding conflict of law provisions, the clause aims to simplify legal processes by ensuring that only one legal framework applies. This reduces the complexity and uncertainty that can arise when multiple legal systems could potentially govern the Terms.
3. Implications for International Clients:
Awareness of Jurisdictional Laws: Clients from outside the jurisdiction in which ArcanEdge is registered should be aware that they are agreeing to the application of foreign laws. They may need to seek legal advice to understand the implications fully.
Consent to Jurisdiction: By agreeing to these Terms, clients, regardless of their location, consent to the jurisdiction specified in the clause for any legal matters arising from the agreement.
4. Dispute Resolution and Enforcement:
Legal Proceedings: In case of any legal disputes or enforcement actions arising from the Terms, such proceedings will be conducted within the courts and legal system of the jurisdiction in which ArcanEdge is registered.
Enforcement of Judgments: Decisions and judgments made under this jurisdiction will be binding and enforceable as per the legal procedures of that jurisdiction.
5. Relevance in Contract Drafting:
Clear Drafting and Communication: ArcanEdge ensures that this clause is clearly drafted and communicated to clients, making them aware of the legal jurisdiction governing the Terms.
Governing Law
Contact Information
For questions or concerns regarding these Terms, please contact ArcanEdge at info@ArcanEdge.ai