Terms of Service

Arlene (sometimes “our” or “we”) provides extended reality (3D, AR/VR, 360) development and related software (the “Software”), support services and other development-related services, provided through or in connection with our website, accessible at arlene.io (collectively, the “Site”). Except to the extent you and Arlene have executed a separate agreement, these terms and conditions exclusively govern your access to and use of the Software, Developer Services, Communities and Site (collectively, the “Services”), and constitute a binding legal agreement between you and Arlene (the “Terms”). These Terms, including all Additional Terms referenced in Section 1.3 below, are, collectively, the “Agreement.

If you accept or agree to the Agreement on behalf of a company, organization or other legal entity (a “Legal Entity”), you represent and warrant that you have the authority to bind that Legal Entity to the Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

You acknowledge and agree that, by accessing, purchasing or using the services, you are indicating that you have read, understand and agree to be bound by the agreement whether or not you have created an Arlene account, subscribed to the Arlene newsletter or otherwise registered with the site. If you do not agree to these terms and all applicable additional terms, then you have no right to access or use any of the services.

1. Your Use Of The Services

1.1 Eligibility

Except as expressly provided otherwise on the Site, the Services are intended for persons above the age to consent to processing in their region (e.g., 13 in the US, 16 in the EU, no minimum age in ANZ, etc.), however, you must be at least 18 to make purchases or submit content to Arlene. If you are under the age of 18 or whatever is the age of legal majority where you access the Services, you may purchase access to the Services only with the involvement of your legal guardian, and you represent and warrant that your legal guardian has read, understood and agreed to this Agreement.

1.2 Privacy

1.4 Modification

Arlene reserves the right, at its sole discretion, to modify, discontinue or terminate the Services. Arlene may also modify the Agreement at any time and without prior notice. If we modify the Agreement, we will post the modification on the Site or otherwise provide you with notice of the modification. We will also update the “Last updated” date at the bottom of these Terms. By continuing to access or use the Services after we have provided you with notice of a modification, you indicate that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Services.

2. Your Arlene Account

In order to use most Services, you must register for an “Arlene Account”. To create an Arlene Account, you will be required to provide certain information and you will establish a username and a password. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Arlene reserves the right to suspend or terminate your account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your account, whether or not you have authorized such activities or actions. You will immediately notify Arlene of any unauthorized use of your account.

You may cancel your Arlene Account at any time by sending an email to sales@arlene.io. Canceling your Arlene Account does not relieve you of the obligation to pay any and all remaining amounts owing for your existing Software or Developer Service subscriptions

3. Your Responsibilities

You represent and warrant that: (a) you have the legal capacity to agree to the Agreement; (b) you are not located in a country embargoed by the United States and that you are not on the U.S. Treasury Department’s list of Specially Designated Nationals; and (c) you will comply with all applicable laws and regulations in connection with your use of the Services (including but not limited to applicable Federal Trade Commission rules and COPPA), and in accordance with the terms and conditions specified in the Agreement.

4. Intellectual Property Rights

4.3 Data License

You grant Arlene a perpetual, irrevocable, fully-paid and royalty-free license to collect, access, process, transmit, store, copy, share, display, and use any data and information collected by Arlene or provided by you in connection with your use of the Services in order to provide, operate, develop, improve, and/or optimize any of our Services, and otherwise as permitted by our Privacy Policy.

4.4 Copyright Policy

Arlene respects copyright law and expects its users to do the same. Arlene has adopted and implemented a policy that provides for the termination in appropriate circumstances of registered users or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.

4.5 Proprietary Rights Notices

All trademarks, service marks, logos, trade names, and any other proprietary designations of Arlene used herein are trademarks or registered trademarks of Arlene. Any other trademarks, service marks, logos, trade names, and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

5. Payments

5.1 Fees

Fees for certain Services are set between you and Arlene with an insertion order (IO). Arlene may increase, modify or add new fees and charges for any of the Services from time to time by posting such changes to the Site or amending the IO with client approval. Arlene will provide you with at least 30 days’ notice of any changes affecting existing Software and/or Developer Services you have already started using, and your continued use of such Software and/or Developer Service after the effective date of any such change means that you accept and agree to such changes, as applicable.

You agree to pay all amounts due for the Services as set forth in the online cart, quote, IO, or invoice and in accordance with Arlene’s payment terms and, if applicable, those of any payment processor. If any payment is not made on time, Arlene may deactivate your access to the Services.

Payments made under the Agreement shall be made without deduction or set-off for any withholding taxes, levies, imports, duties, charges and/or fees imposed by any governmental taxing authority except as required by law. If you are compelled to make any such deduction, you will pay to Arlene such additional amounts as are necessary to ensure Arlene’s receipt of the full amount that Arlene would have received but for the deduction. You will be responsible for, and agree to promptly pay, all taxes or duties of any kind (including but not limited to sales, use and withholding taxes) associated with any purchase or your receipt or use of the Services, except for taxes based on Arlene’s net income. In the event that Arlene is required to collect any tax for which you are responsible, you will pay such tax directly to Arlene or its payment processor. Arlene reserves the right to collect any applicable sales, use or value added tax.

All sales are final and there shall be no refunds except as required by law. Further, Arlene will not allow changes to your purchase after you complete it. Arlene may disable all copies of the Software and/or your access to any Services you have licensed or subscribed to in the event you fail to make all payments when due.

You acknowledge and agree that, in the case of certain Services, any estimates of fees and charges provided to you by Arlene (whether based on assumed data consumption or otherwise) are solely estimates based on assumptions and that you are fully responsible for the actual fees and charges that accrue.

5.2 Billing

If you purchase Services, you will be asked to provide customary billing information, such as name, company name, billing address, credit card information, and VAT or GST number, either to Arlene or its third party payment processor. VAT and GST numbers cannot be added or changed after the purchase is completed. When you provide billing information to Arlene or its third party payment processor, you: (i) represent and warrant that you are the authorized user of the card, PIN, key or account associated with such billing information; (ii) agree to pay Arlene for all purchases (including all applicable taxes) made via the Site or Services Panel; and (iii) thereby authorize Arlene or its third party payment processor to charge your credit card or otherwise process your payment for any purchase, subscription or other fees incurred by you. If you are directed to Arlene’s third party payment processor, you may be subject to terms and conditions governing use of that third party’s service and that third party’s privacy policy. Please review such third party’s terms and conditions and privacy policy before using such services.

5.3 Subscription Terms

Any subscriptions you purchase will remain in effect for the initial subscription period, and thereafter will automatically renew at the then-current list price, unless you terminate and cancel it as described on the Site.

6. Compliance

To ensure compliance with the Agreement, you agree that within ten (10) days from the date of Arlene or its authorized representative’s request, you shall provide all pertinent records and information requested in order to verify that your installation and use of any and all Services is in compliance with the Agreement along with a signed verification that all such information is complete and correct. Furthermore, if you are a Legal Entity, Arlene or its authorized representatives may upon reasonable prior notice access and inspect your facilities and computer systems to review and verify your compliance with the Agreement. Any such inspection shall be conducted during regular business hours at your facilities or electronically via remote access. In the event you have impermissibly used Arlene Personal (or other products) or have not paid the applicable fees for all Services you have deployed or used, you agree to immediately pay for such Services, as well as the reasonable inspection costs, upon Arlene’s demand.

7. Termination And Account Cancellation

Arlene will have the right in its sole discretion, and without prior notice to you, to suspend or disable your Arlene Account or terminate the Agreement and/or your right or ability to access or use any of the Services if: (a) you breach this Agreement; (b) your use of the Services poses a security risk to, or otherwise adversely impacts, the Services or any third party; (c) your use of the Services subjects Arlene, our affiliates or any third party to liability; (d) your use of the Services may be fraudulent; (e) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

In the event of any suspension, disablement or termination, you acknowledge that: (i) Arlene will have no further obligation to provide the Services to you; (ii) all rights granted to you under the Agreement will immediately cease; (iii) you may no longer access any of Your Content that was previously submitted via any of the Services or that was related to your Arlene Account, and Arlene will have no obligation to maintain or forward you Your Content; and (iv) you will remain liable for all fees and charges for all Services ordered. If Arlene suspends, disables or terminates due to your breach, you will also remain liable for any remaining amounts owing for the entire term of your subscriptions. Any suspension, disablement or termination will not affect your obligations to Arlene (including, without limitation, proprietary rights and ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, disablement or termination.

8. Disclaimer

THE SERVICES ARE ALL PROVIDED BY ARLENE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS OF ANY KIND. Arlene AND ITS LICENSORS DO NOT WARRANT OR REPRESENT THAT THE SERVICES, OR ANY PART THEREOF, WILL OPERATE UNINTERRUPTED OR ERROR-FREE. ARLENE AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL: (I) WARRANTIES OF MERCHANTABILITY; (II) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT ARLENE KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE); AND (III) WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ARLENE OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THE AGREEMENT.
YOU SHALL BE SOLELY RESPONSIBLE FOR THE ACCURACY AND QUALITY OF YOUR CONTENT, AND YOU UNDERSTAND THAT YOU MUST EVALUATE AND BEAR ALL RISKS ASSOCIATED WITH YOUR USE OF THE SERVICES, OR YOUR RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SERVICES.

9. Indemnity

To the maximum extent permitted by law, you agree to defend, indemnify, and hold Arlene, its officers, directors, employees and agents, harmless from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) your access to or use of any of the Services; (ii) Your Content; or (iii) your violation of the Agreement or any other agreement/license with Arlene.

10. Limitation Of Liability

ARLENE AND ITS LICENSORS’ TOTAL AGGREGATE LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY RELATED TO THE SERVICES WILL BE LIMITED TO THE GREATER OF: (A) THE AMOUNTS PAID BY YOU IN THE MOST RECENT THREE (3) MONTHS FOR USE OF THE SERVICES; OR (B) ONE HUNDRED U.S. DOLLARS (US$100). IN NO EVENT WILL ARLENE, ITS LICENSORS OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICES BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS, GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE OR ABILITY TO EXECUTE) OR FOR THE COST OF
PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE EXECUTION OR PERFORMANCE OF THE SERVICES, OR FROM THE USE OR INABILITY TO USE THE SITE, COMMUNITIES OR WEBSITE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHERS AS A RESULT OF YOUR USE OF THE SITE, SERVICES OR COMMUNITIES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT Arlene OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THE AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

11. Controlling Law and Jurisdiction

11.1 Choice Of Law

The Agreement is governed by and construed in accordance with the laws of Delaware, without regard to or application of conflict of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply.

11.2 Arbitration

Except as set forth below in Section 11.3, any dispute arising out of or in connection with the Agreement, including any disputes regarding the existence, validity or termination thereof, shall be settled by arbitration. The parties agree to arbitrate all disputes by simplified arbitration in the state of Delaware. The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. You and Arlene agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

11.3 Arbitration Exceptions

Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may bring an action in court: (a) to enforce its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights), including without limitation to seek injunctive relief; (b) in cases that do not involve intellectual property rights, to seek temporary, preliminary or other expedited or provisional injunctive relief (but not money damages); or (c) collect fees due pursuant to the Agreement. You and Arlene agree to submit to the personal and exclusive jurisdiction of and venue in the state and federal courts located in the state of Delaware. The parties agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.

12. General

The Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless you and Arlene have executed a separate agreement governing your use of the Services, in which case such separate agreement(s) will control in relation to the relevant Services. The English language version of the Agreement is legally binding in case of any inconsistencies between the English version and any translations. Any terms or conditions contained in your purchase order or other ordering document that are inconsistent with or in addition to the terms and conditions of the Agreement are hereby rejected by Arlene and will be deemed null. You may not assign or transfer the Agreement or any rights granted hereunder, by operation of law or otherwise, without Arlene’s prior written consent. Any attempt by you to do so, without such consent, will be void. Arlene may assign or transfer the Agreement, at its sole discretion, without restriction. Arlene may assign your User account for collection, and the collection agency may pursue claims limited to the collection of past due and owing amount and any interest or cost of collection permitted by law or the Agreement in any court of competent jurisdiction. Subject to the foregoing, the Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns. Except as expressly set forth in the Agreement, the exercise by either party of any of its remedies under the Agreement will be without prejudice to its other remedies under the Agreement or otherwise. Arlene will deliver all notices, approvals or other communications required or permitted under the Agreement, including those regarding modifications to the Agreement: (a) via e-mail (in each case to the address that you provide); or (ii) by posting to the Site, the Service Panel or your Arlene Account. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. The failure by either party to enforce any provision of the Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of any provision of the Agreement will be effective only if in writing and signed by authorized representatives of both parties. If any provision of the Agreement is held to be unenforceable or invalid that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect.

Last updated: September 01, 2021