CLIENT SUPPLEMENT
TO THE ARCANIUM TERMS OF SERVICE
Last Updated: September 26, 2023
This Client Supplement to the Arcanium Terms of Service (this “Client Supplement”) supplements the Arcanium Terms of Service (the “Terms”). This Client Supplement and the Terms will be collectively referred to herein as the “Agreement.” To the extent any terms in this Client Supplement conflict with terms in the Terms, the applicable terms of this Client Supplement will take precedence. All capitalized terms used but not defined herein have the meanings set forth in the Terms.
Client Eligibility Criteria. In order to access and use the Service as a Client, you must: (a) submit an application to Arcanium, (b) obtain Arcanium’s acceptance of such application (such acceptance to be granted or withheld in Arcanium’s sole discretion), (c) successfully complete any other requirements and/or steps imposed by Arcanium in its sole discretion (e.g., interviews), and register an appropriate User Account.
Payments, Billing, and Subscription Plans
Billing Policies; Taxes. Certain aspects of the Service may be provided for free, while certain other aspects of the Service may be provided for a fee or other charge (“Fee”). By electing to use non-free aspects of the Service, including enrolling in Subscription(s), you agree to the pricing and payment terms applicable to you and available at https://app.arcanium.vc (as we may update them from time to time, the “Pricing and Payment Terms”). The Pricing and Payment Terms are hereby incorporated by reference herein. We may add new products and/or services for additional Fees, add or amend Fees for existing products and/or services, and/or discontinue offering any Subscriptions at any time, in our sole discretion; provided, however, that if we have agreed to a specific Subscription Term and a corresponding Subscription Fee, then that Subscription will remain in force for that Subscription Fee during that Subscription Term. Any change to the Pricing and Payment Terms will become effective in the billing cycle following our provision of notice of such change. Except as may be expressly stated in these Terms or in the Pricing and Payment Terms, all Fees must be paid in advance, payment obligations are non-cancelable once incurred (subject to any cancellation rights set forth in these Terms), and Fees paid are non-refundable. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, and withholding taxes, assessable by any jurisdiction (collectively, but, for clarity, excluding taxes based on our net income, “Taxes”). You will be responsible for paying all Taxes associated with your purchases and/or Subscriptions in connection with the Service.
Definitions
“Subscription Fee” means the recurring amount due as consideration for a Subscription; a Subscription Fee is one type of Fee, and it is the sum of the applicable Arcanium Fee and applicable Transaction Fee.
“Additional Service Fee” means the amount due for any Additional Service; an Additional Service Fee is one type of Fee, and it is the sum of the applicable Arcanium Fee, the applicable Service Provider Fee, and the applicable Transaction Fee.
“Arcanium Fee” means the portion of the applicable Fee that Arcanium may retain as consideration for providing the Service or any portion thereof.
“Service Provider Fee” means the portion of the Additional Service Fee that is either (A) if Arcanium is the provider of the applicable services, retained by Arcanium; or (B) owed by Arcanium to a Mentor, an Arcanium contractor, or any other third party as consideration for such third party’s provision of services to you.
“Transaction Fee” means the portion of the Fee retained by Payment Processor.
“Payment Processor” means any third-party payment processor(s) that we engage to process payments Fees.
Your Payment Method
General. To use non-free aspects of the Service, you must provide us with at least one (1) current, valid payment card that is accepted by us and Payment Processor (each such card, a “Payment Method”). By providing a Payment Method, you authorize each of Arcanium and Payment Processor to charge that Payment Method the applicable Fees and Taxes, including, if applicable, on a recurring basis until you cancel your Subscription (including any notice period specified in Section 2.4(c) (Cancellation Procedures)). Fees and Taxes will be charged to your Payment Method on the specific payment date indicated in your User Account. In some cases, your payment date may change, for example, if your Payment Method has not successfully settled, if you changed your Subscription plan, or if your Subscription began on a date not contained in a subsequent month. The length of your billing cycle will depend on the type of Subscription in which you are enrolled, if applicable. Fees are fully earned upon payment. We may authorize your Payment Method in anticipation of Service-related charges through various methods, including authorizing it up to one (1) month of service as soon as you register for the Service.
Limited Payment Collection Agent. To the extent that Arcanium collects Service Provider Fee from you for transmission to a Mentor, an Arcanium contractor, or any other third party, it does so on behalf of such third party as such third party’s limited payment collection agent. Accordingly, payment of the Service Provider Fee to Arcanium will be considered the same as payment of the Service Provider Fee made directly by you to the applicable third party. Upon your payment of Service Provider Fees to Arcanium, your payment obligation to a given third party is extinguished in an amount equal to the payment for Service Provider Fees made to Arcanium, and Arcanium is responsible for remitting such Service Provider Fee to such third party.
Third-Party Payment Processor. We or Payment Processor will attempt to verify your Payment Method(s), and may do so by processing an authorization hold, which is standard practice. To the extent Payment Processor processes payments made by you, you will be subject to terms and conditions governing the use of Payment Processor’s service. Please review such terms and conditions as well as Payment Processor’s privacy notice (each of which is available on Payment Processor’s website). You acknowledge and understand that Payment Processor may collect and retain Transaction Fees whenever you pay Fees (including Subscription Fees). Payment must be received by Payment Processor before our acceptance of an order. We do not view or store your full credit card or other Payment Method information. For all payments, Payment Processor will collect your Payment Method details and charge your chosen Payment Method in connection with an order. If any of your account, order, or Payment Method information changes, you will promptly update such information, so that we or Payment Processor may complete your transaction(s) and/or contact you, as needed.
Payment Representations and Warranties. You represent and warrant that: (i) the account, order, and Payment Method information you supply to us and/or to Payment Processor, as applicable, is true, accurate, correct, and complete; (ii) you are duly authorized to use the Payment Method(s); (iii) you will pay any and all charges incurred by users of your Payment Method in connection with the Service, including any applicable Fees (at the prices in effect when such charges are incurred) and Taxes; (iv) charges incurred by you will be honored by your Payment Method company; (v) you will not allow or enable anyone else to use your Subscription (including, without limitation, by sharing your password(s) or any other authentication credentials with anyone else, or by attempting to transfer your Subscription to anyone else); and (vi) you will report to us any unauthorized or prohibited access to or use of your Subscription and/or password(s) or other authentication credentials.
Disclaimer. We disclaim any and all liability with respect to, and you understand and acknowledge that we are not responsible for: (i) any security or privacy breaches related to your credit card or other Payment Method, (ii) any fees that may be charged to you by your bank in connection with the collection of Fees, and/or (iii) any unauthorized use of your credit card, debit card, or other Payment Method by a third party.
Subscription Plans
Automatic Renewals. Subscriptions are available on an automatically renewing subscription basis and entail payment of Subscription Fees. Your subscription will automatically renew at the end of each subscription term identified in your subscription order for subsequent terms equal in length to that initial subscription term (each such period, a “Subscription Term”) unless and until you cancel the applicable subscription in accordance with the cancellation procedures identified in section 2.4(c) (including any notice period specified in Section 2.4(c) (Cancellation Procedures)).
Automatic Billing and Policies. When you enroll in a Subscription, you expressly acknowledge and agree that: (i) each of Arcanium and Payment Processor is authorized to charge you, at the beginning of each Subscription Term, the Subscription Fee for the applicable Subscription, any applicable Taxes, and any other charges you may incur in connection with such Subscription, subject to adjustment in accordance with these Terms; and (ii) your Subscription is continuous until the earlier of: (A) your cancellation of such Subscription (including any notice period specified in Section 2.4(c) (Cancellation Procedures)) and (B) the suspension, discontinuation, or termination of your access to such Subscription or to the Service in accordance with these Terms. You understand and acknowledge that the amounts billed may vary due to Promotional Offers (as defined below), changes to the Subscription Fee in accordance with the Pricing and Payment Terms, and/or changes in applicable Taxes, and you authorize each of Arcanium and Payment Processor to charge your Payment Method the changed amounts.
Cancellation Procedures. To cancel any Subscription, you must notify us at least three (3) days before the start of the next Subscription Term by using the appropriate functionalities of the Service or by contacting us at support@arcanium.io. You will continue to have access to the Subscription through the end of the then-current Subscription Term. You understand that unless and until you notify us of your intent to cancel, your subscription and the corresponding subscription fee will automatically renew, and you authorize each of Arcanium and payment processor (without notice to you, unless required by applicable law) to charge you the applicable subscription fee and any applicable taxes, using any of your payment methods.
Cancellation; Refunds. You may de-activate your User Account or any Subscription at any time, in your sole discretion, and we may, subject to Section 2.1, suspend or terminate your Subscription, your User Account, or the Service at any time, in our sole discretion. However, you understand and acknowledge that, unless required by applicable law, you will not be entitled to receive any refund or credit for any such cancellation, suspension, or termination, nor for any unused time on your subscription, any pre-payments made in connection with your subscription, any USAGE or subscription fees for any portion of the service, any content or data associated with your user account, or anything else, and that any such refunds or credits may be granted at our sole option and in our sole discretion. If you believe you have been improperly charged and would like to request a refund, please contact us at support@arcanium.io.
Free Trials. We may, at our sole option and in our sole discretion, offer free trials to a particular portion of the Service, subject to the terms of the offer. If you are signed up to such a free trial, we or Payment Processor will automatically bill your Payment Method on the day that follows the last day of your free trial (which day will be the first day of your first Subscription Term), and on the first day of each subsequent Subscription Term, subject to these Terms. You may not receive a notice that your free trial has ended and that payment for your Subscription is due and will be collected. If you wish to avoid charges to your Payment Method, you must cancel your free trial by 11:59 PM Central Time on the last day of your free trial period. If you cancel your free trial while it is ongoing, your access to the applicable portion of the Service may be terminated immediately upon such cancellation.
Promotional Offers. We may from time to time offer special promotional offers, plans, or memberships (“Promotional Offers”). Promotional Offer eligibility is determined by us in our sole discretion, and we reserve the right to revoke a Promotional Offer in the event that we determine you are not eligible. We may use information such as device ID, method of payment, and/or an email address used in connection with your User Account to determine eligibility. The eligibility requirements and other limitations and conditions will be disclosed when you sign-up for the Promotional Offer or in other communications made available to you. You understand and acknowledge that any Promotional Offers are subject to change at any time and from time to time.