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Terms of Service

Last Updated: January 13, 2025

1. Acceptance of Terms

These Terms of Service (the "Terms") constitute a legally binding agreement between Arxiv Stone Inc., a Delaware corporation ("Company," "we," "our," or "us"), and the entity or individual ("Customer," "you," or "your") accessing or using our platform, services, software, application programming interfaces ("APIs"), equity management tools, document management systems, and related legal-document drafting assistance (collectively, the "Services").

By accessing, registering for, or using our Services, you agree to be bound by these Terms, our Privacy Policy, and any applicable Service Level Agreements. If you do not agree, you must immediately cease use of the Services.

2. Eligibility and Authority

2.1 Legal Capacity

You represent and warrant that you are at least eighteen (18) years old and have full legal authority to enter into these Terms.

2.2 Entity Authority

If you are acting on behalf of an entity, you represent and warrant that you have full legal power and authority to bind that entity to these Terms.

3. Scope of Services

3.1 Platform Features

The Services may include, without limitation:

  • API Management – Tools for creation, administration, authentication, and monitoring of APIs.
  • Equity Management – Cap table tracking, equity issuance, and related reporting tools.
  • Document Management – Storage, sharing, and version control for corporate and legal documents.
  • Legal Document Drafting Assistance – Automated or assisted generation of legal document templates.

3.2 No Legal Representation

Our Services, including legal document drafting assistance, do not constitute legal advice or legal representation. You acknowledge and agree that you must consult licensed legal counsel before executing any legal document or taking any action with legal consequences.

4. Account Registration and Security

4.1 Account Creation

You must provide accurate, complete, and current information when registering.

4.2 Account Security

You are solely responsible for maintaining the confidentiality of your credentials and for all activities under your account.

4.3 Notification of Breach

You must promptly notify us of any unauthorized access or suspected security breach.

5. Payment and Fees

5.1 Fees

You agree to pay all fees specified in the applicable order form or subscription plan.

5.2 Late Payment

Late payments may accrue interest at the rate of 1.5% per month or the maximum allowed by law, whichever is lower.

5.3 Taxes

All fees are exclusive of taxes, duties, or levies, which are your responsibility.

6. License and Use Restrictions

6.1 License Grant

We grant you a limited, non-exclusive, non-transferable, revocable license to use the Services solely for your internal business purposes.

6.2 Prohibited Uses

You shall not:

  • Reverse engineer, decompile, or disassemble the Services.
  • Use the Services for any unlawful purpose.
  • Infringe, misappropriate, or violate intellectual property rights.
  • Interfere with, disrupt, or circumvent security features.

7. Intellectual Property Rights

7.1 Ownership

All intellectual property rights in the Services remain with the Company.

7.2 Customer Data

You retain ownership of your data, but grant us a worldwide, royalty-free, sublicensable license to host, store, transmit, and display your data solely to provide the Services.

8. Data Security and Confidentiality

8.1 Security Measures

We implement commercially reasonable safeguards to protect your data.

8.2 Confidential Information

Both parties agree to maintain confidentiality of non-public information disclosed in connection with the Services.

9. Disclaimers

9.1 No Legal Advice

The Services are provided "AS IS" without any warranty, express or implied, including merchantability, fitness for a particular purpose, or non-infringement.

9.2 Third-Party Services

We are not responsible for any third-party products or services integrated with or used in connection with the Services.

10. Indemnification

You shall defend, indemnify, and hold harmless the Company, its affiliates, officers, employees, and agents from and against all claims, damages, liabilities, costs, and expenses (including attorneys' fees) arising from your use of the Services, your violation of these Terms, or your infringement of third-party rights.

11. Limitation of Liability

To the maximum extent permitted by law:

  • Our aggregate liability under these Terms shall not exceed the total amount paid by you to us in the twelve (12) months preceding the claim.
  • We shall not be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, even if advised of the possibility of such damages.

12. Termination

12.1 Termination by Us

We may suspend or terminate your access to the Services for any violation of these Terms or if required by law.

12.2 Termination by You

You may terminate your account at any time by written notice.

12.3 Effect of Termination

Upon termination, your right to access the Services ceases immediately, and we may delete your data in accordance with our data retention policy.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms shall be governed by the laws of Delaware, without regard to its conflict of law principles.

13.2 Arbitration

Any dispute shall be resolved exclusively by binding arbitration under the rules of the American Arbitration Association in Chicago, Illinois. The prevailing party shall be entitled to recover attorneys' fees and costs.

14. Changes to Terms

We may modify these Terms at any time by posting the updated version on our website. Continued use of the Services constitutes acceptance of the updated Terms.

15. Miscellaneous

  • Entire Agreement – These Terms constitute the entire agreement between you and us.
  • Severability – If any provision is found unenforceable, the remaining provisions shall remain in full force and effect.
  • Assignment – You may not assign these Terms without our prior written consent.

If you agree to these Terms of Service, continue using the Services. If not, discontinue use immediately.