Last updated: October 19, 2026.
These terms apply to Orders executed on or after October 19, 2026. Orders executed before that date remain governed by the version of these terms in effect when the Order was executed, unless updated in accordance with that version’s amendment provision.
This SaaS Agreement (the “Agreement”) is a binding agreement between Arcade Software, Inc., a Delaware corporation (“Arcade”), and the customer identified in an Order (“Customer”), governing Customer’s access to and use of the arcade.software website, the Arcade web application, browser extension, desktop application, Figma plugin, Arcade's application programming interfaces (“APIs”) and Model Context Protocol (“MCP”) tools, the AI Features described in the AI Addendum, and Arcades published using any of the foregoing, wherever they appear — in each case operated or made available by Arcade (the “Service”). The Agreement is effective on the Order Effective Date of the first Order referencing or incorporating this Agreement (the “Effective Date”). By executing an Order that references or incorporates this Agreement, Customer agrees to be bound by this Agreement. Where the parties have executed a negotiated version of this Agreement, that executed version, and not the version published at arcade.software/enterprise-terms, governs each Order that references it. Use of the Service other than under an Order governed by this Agreement is subject to Arcade’s online Terms of Service.
Incorporated Documents; Order of Precedence. The following documents are incorporated into and form part of this Agreement by reference: (a) the Data Processing Addendum at www.arcade.software/dpa (the “DPA”), including the EU Standard Contractual Clauses and UK Addendum where applicable; (b) the AI Addendum at www.arcade.software/ai-terms (the “AI Addendum”); and (c) the Privacy Policy at www.arcade.software/privacy (the “Privacy Policy”) (collectively, the “Incorporated Documents”). In the event of a conflict, the order of precedence is: (1) the EU Standard Contractual Clauses or UK Addendum, where applicable; (2) any Order executed by both parties and any amendment to this Agreement, the DPA, or the AI Addendum that is separately negotiated in a writing signed by both parties, provided that no such document reduces the obligations required of Arcade under Data Protection Laws (as defined in the DPA), and to that extent the DPA controls; (3) the DPA; (4) this Agreement, provided that Section 4.7 (Zero Data Retention), where it applies, controls over the DPA and the AI Addendum with respect to retention of Input Data by AI Subprocessors; (5) the AI Addendum, solely with respect to the processing of Input Data by AI Features and rights in Output (all as defined in the AI Addendum); and (6) the Privacy Policy. This Agreement, together with the foregoing documents and any Order, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior communications and agreements. Arcade’s online Terms of Service at arcade.software/terms-of-service do not apply to Customer’s use of the Service under this Agreement. Any reference in an Incorporated Document to the Terms of Service, to a "Fee Changes" or "Amendments to Terms" section, to a Billing Cycle, or to cancellation of a Subscription through Customer's online account management page is to be read as a reference to the corresponding provision of this Agreement (Sections 2, 9 and 10.1), and nothing in an Incorporated Document entitles Customer to cancel a Subscription during a Subscription Term except as expressly provided in this Agreement.
Each incorporated document governs its own subject matter, and the order of precedence above applies only to resolve a direct conflict between documents addressing the same subject. An Order controls over this Agreement solely with respect to the commercial terms it specifies, including the Service plan, fees, quantities, and Subscription Term. The Privacy Policy is incorporated for transparency purposes and does not create contractual obligations that vary the other terms of this Agreement.
1.1. Subscriptions. Customer may purchase a subscription to access and use the Service (a “Subscription”) by entering into an order form, quote, statement of work, or similar ordering document referencing this Agreement or by agreeing to purchase within the interface at www.arcade.software (each, an “Order”, and the effective date of such Order is stated in an Order, the “Order Effective Date”).
1.2. Access to the Service. During the Subscription Term and subject to Customer’s compliance with the terms of this Agreement, Arcade grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service solely for Customer’s internal business purposes.
1.3. Users. Customer may permit its employees, contractors, and third-party advisors and service providers acting on Customer’s behalf to access Customer’s account on the Service (each, a “User”). Each User shall have unique log-in credentials and Customer will ensure that Users maintain the confidentiality of their log-in credentials. Customer will be responsible for the acts and omissions of each User with respect to the Service as if they were Customer’s own.
1.4. Viewers; Publishing. “Viewers” are individuals who view an Arcade published using the Service; Viewers are not required to create an account. When Customer publishes an Arcade, Customer makes it available to Viewers on the terms and access controls Customer configures. Customer is responsible for (a) holding all rights necessary to publish the Content, (b) providing any notices and obtaining any consents required for the collection of Viewer information described in the Privacy Policy, including cookie and tracking-technology consent where required by applicable law, and (c) the configuration of any analytics, CRM, or enrichment integrations Customer enables. Arcade processes Viewer information on Customer’s behalf as described in the DPA, except for Viewer information that constitutes organisation-level enrichment data as described in the Privacy Policy, for which Arcade acts as an independent controller.
1.5. Beta Features. Arcade may make features identified as beta, preview, early access, or similar (“Beta Features”) available to Customer. Beta Features are provided “AS IS,” may be modified or discontinued at any time without the notice described in Section 1.6, are excluded from any service level or support commitment, and are Arcade’s Confidential Information. Customer’s use of Beta Features is voluntary.
1.6. Changes to the Service. Arcade may modify the Service from time to time. Arcade will not materially reduce the core functionality of the Service during a paid Subscription Term without providing Customer at least thirty (30) days’ advance notice. Changes to AI Features are additionally subject to Section 1.2 of the AI Addendum; changes to the AI Addendum itself are governed by Section 10.1.
1.7. Support and Service Levels. Arcade will provide support for the Service, and will make the Service available, in accordance with the Service Level Agreement attached as Exhibit A.
2.1. Fees. Customer shall pay the fees set forth in the applicable Order (the “Fees”). Unless otherwise stated in an Order, Fees are invoiced annually in advance. Customer may pay by credit card, ACH, or wire transfer as specified in the Order, and invoiced amounts are due within thirty (30) days of the invoice date unless the Order provides otherwise. User expansion occurring during a Subscription Term will be charged at the end of the month in which the new Users are added and will be prorated to be coterminous with the end of the then-current Subscription Term. Except as expressly provided in Sections 6.1.3, 7.1 and 9.4, all Fees are non-refundable.
2.2. Credits. Use of Arcade’s AI video features is metered in credits (“Credits”). Video generation and AI editing consume Credits, as do other features identified in the Service. The Credit allowance applicable to Customer is set forth in the Order or, where the Order is silent, as described in the Service at the time of purchase. Arcade may change which features consume Credits, and the number of Credits a feature consumes, on a prospective basis. Credit consumption for AI features and models first made available after the Order Effective Date may be set at the time they are introduced. Arcade will give Customer at least thirty (30) days' notice before any change that materially increases the Credits consumed by a feature Customer is then using. Credits have no cash value, are non-refundable except as required by law, may be used only within the workspace to which they are allotted, and may not be transferred, resold, or redeemed for cash. Credits are not a stored-value instrument, gift card, or prepaid access device, and confer no property right. Except as expressly set forth in an Order, Credits are allotted for the Subscription Term and do not carry over to any subsequent Subscription Term. Unused Credits expire upon the expiration or termination of the Subscription. If a workspace exhausts its Credits, affected features may be unavailable until Customer purchases additional Credits or the next Subscription Term begins.
2.3. Modifying a Subscription. Each Subscription is a binding commitment for the full Subscription Term. Customer may not reduce the number of Users, downgrade the Service plan, or otherwise decrease the quantities or Fees set forth in an Order during a Subscription Term. Customer may add Users or Services at any time during the Subscription Term, which will be charged as set out in Section 2.1. Any other change to a Subscription must be evidenced by a written agreement signed by both parties. A reduction in Users or a plan downgrade takes effect at the start of the next Subscription Term, provided Customer gives Arcade written notice at least thirty (30) days before the end of the then-current Subscription Term. For the avoidance of doubt, no refunds or credits are available for any reduction in Users or plan downgrade during a Subscription Term.
2.4. Late Charges. Amounts not received by the due date may accrue interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. Arcade will not assess interest on, or suspend the Service for non-payment of, amounts Customer has disputed in good faith in accordance with Section 2.6.
2.5. Taxes. Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes (collectively, “Taxes”), excluding Taxes based on Arcade’s net income. Customer is responsible for paying all Taxes associated with its purchases hereunder. If Arcade has a legal obligation to pay or collect Taxes for which Customer is responsible under this Section, Arcade will invoice Customer and Customer will pay that amount unless Customer provides Arcade with a valid tax exemption certificate authorized by the appropriate taxing authority. If any amounts are required to be withheld, Customer shall pay such additional amount as is necessary so that the net amount received by Arcade equals the amount that would have been payable absent the withholding.
2.6. Billing Disputes. Customer agrees that it shall notify Arcade within thirty (30) days of receipt of an invoice from Arcade if it intends to dispute the amounts owed under such invoice, and that after thirty (30) days all undisputed invoices will be deemed to have been accepted. The parties will work together in good faith to resolve any disputed amounts promptly.
3.1. Rights in the Service. Arcade shall retain all intellectual property rights in the Service, including any and all derivatives, changes and improvements thereof (collectively, “Arcade Materials”), and Customer agrees that it obtains no intellectual property rights or licenses by this Agreement except those expressly granted herein.
3.2. Feedback. Customer may provide Arcade with ideas, suggestions, feedback, or service improvements pertaining to the Service (“Feedback”). Customer hereby grants Arcade a non-exclusive, perpetual, irrevocable, royalty-free, sublicensable license to use Feedback for any purpose. Feedback does not include Content, Input Data, or Output, which are governed by Section 4 of this Agreement and by the AI Addendum.
3.3. Restrictions. Customer shall not, and shall not permit any User to: (a) infiltrate, hack, reverse engineer, decompile, or disassemble the Service, or otherwise attempt to derive its source code or underlying algorithms, except to the extent expressly permitted by applicable law; (b) represent that it possesses any proprietary interest in the Service; (c) directly or indirectly take any action to contest Arcade’s intellectual property rights or infringe them in any way; (d) except as specifically permitted hereunder, use the name, trademarks, trade names, or logos of Arcade; (e) access or use the Service in order to build a competitive product or service or to benchmark the Service against any other product or service; (f) sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Service or any Arcade Materials; (g) use any robot, spider, or other automated device, process, or means to access the Service, except as expressly permitted through Arcade’s APIs; (h) introduce any virus, trojan horse, worm, logic bomb, or other malicious or technologically harmful material, or take any action that may disable, overburden, damage, or impair the Service; (i) capture, record, or upload any screen content, audio, or page data that Customer does not have the right to capture and provide to Arcade, including the confidential information or personal data of any third party; (j) record audio in any manner that violates applicable wiretap, eavesdropping, or all-party consent laws, and where Customer records audio, Customer is responsible for obtaining any consent required from the individuals recorded; (k) submit special categories of personal data (as defined under applicable data protection laws and regulations), payment card data, government identifiers, or protected health information to the Service, whether within a capture or otherwise; or (l) designate a website or other source for retrieval of Captured Assets by the Service that Customer is not authorized to designate, or use any font software obtained through the Service in violation of the license that applies to it.
4.1. Ownership. All data, information, files or other materials and content that Customer or its Users make available to Arcade, or that Arcade retrieves at Customer’s direction, for the purpose of utilizing the Service (“Content”) remain the property of Customer or its licensors, and as between Arcade and Customer, Customer retains all right, title and interest that Customer holds in the Content. As between the parties, Customer owns Input Data and Output (each as defined in the AI Addendum). Nothing in this Agreement transfers to Arcade ownership of Content, Input Data, or Output, and nothing in this Agreement constitutes a representation by either party that Customer owns any third-party material comprised in the Content, including fonts, images, or other materials licensed to Customer by a third party. Output is Content for all purposes of this Agreement, except that Section 6.1.2(a) does not apply to Output.
4.2. License to Arcade. Customer hereby grants Arcade a worldwide, non-exclusive, royalty-free license to host, store, reproduce, transcode, modify (solely for formatting and delivery), publish, and display Content (including Output) solely as necessary to (a) provide, secure, and support the Service, (b) publish and display Content at Customer’s direction, including delivery of a published Arcade to Viewers, (c) enforce this Agreement, maintain the security of the Service, and prevent fraud or abuse, and (d) comply with applicable law. Arcade will not use Content for any other purpose. This license ends when the Content is deleted from the Service, except with respect to copies retained as described in the DPA.
4.3. Customer-Directed Retrieval of Website Assets. Certain features of the Service retrieve assets — including fonts, logos, images, text, colors and style information — from a website or other source that Customer designates (“Captured Assets”). By designating a source or generating a brand kit, Customer instructs and authorizes Arcade to retrieve, copy, store, and serve the Captured Assets on Customer’s behalf. Captured Assets are Content for all purposes of this Agreement. Customer acknowledges that font software and other material made publicly accessible on a website is frequently licensed on terms that restrict copying, redistribution, or hosting by third parties, and that public accessibility does not itself constitute permission to copy. Arcade retrieves and hosts Captured Assets solely as Customer’s service provider, scoped to Customer’s workspace and not made available to any other customer, and does not offer them as a library or as a standalone product. Arcade may decline to retrieve, or may block, disable, or remove, any Captured Asset at any time, including upon receipt of a credible claim of infringement and without first resolving the merits of that claim, and may substitute a default asset in its place. Arcade will have no liability to Customer for any degradation in the appearance or functionality of Customer’s content resulting from action taken under this clause.
4.4. AI Features. The Service incorporates artificial intelligence features (“AI Features”), which are governed by the AI Addendum. Arcade does not use Input Data to train, retrain, fine-tune, or otherwise modify the weights of any AI model, whether Arcade’s or a third party’s, and does not permit its AI subprocessors to do so. Output may contain errors or inaccuracies, may not be unique, and may include content that infringes third-party rights. Customer is responsible for reviewing Output before publishing or distributing it and for ensuring that it complies with applicable law, third-party rights, and Customer’s own policies.
4.5. Data Protection. The parties’ respective obligations with respect to Personal Data are set out in the DPA. As between the parties, Customer is the controller (or processor, where Customer processes on behalf of another controller) of Personal Data contained in Content, and Arcade processes such Personal Data as a processor on Customer’s instructions. Arcade is an independent controller of Customer Account Data and Customer Usage Data as described in the DPA. Customer is solely responsible for (a) the accuracy, quality, and legality of Content and the means by which it was obtained, (b) providing all notices and obtaining all consents, permissions, and rights required for Arcade to process Content as contemplated by this Agreement, and (c) determining whether Content is appropriate for the Service. Arcade does not automatically detect, mask, or remove personal information from recordings, screenshots, or page data; Customer is responsible for reviewing captures and, where necessary, redacting them using the editing tools Arcade provides.
4.6. Security. Arcade maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Content and Personal Data against unauthorized access, disclosure, alteration, or destruction. The specific measures are described in Exhibit C to the DPA. Notwithstanding the foregoing, no method of transmission over the Internet or method of electronic storage is completely secure, and Arcade cannot guarantee absolute security.
4.7. Zero Data Retention.
(a) Commitment. Input Data that Arcade transmits to an AI Subprocessor listed in Appendix A to the AI Addendum is processed to generate the requested Output and is not persisted by that AI Subprocessor after the request completes, except as set out in subsections (c) and (d).
(b) Scope. This Section governs retention by AI Subprocessors. It does not alter Arcade's storage of Input Data and Output within Customer's workspace, which Arcade retains in order to provide the Service, including so that Customer may retrieve, review, and edit previously generated content and prompt history. Arcade's own retention and deletion obligations are set out in the DPA and Section 2.6 of the AI Addendum. Arcade's commitment not to use Input Data for Model Training applies to all customers independently of this Section. Where this Section applies, Arcade will not instruct any AI Subprocessor to retain Input Data for Service Evaluation and Improvement under Section 2.4 of the AI Addendum.
(c) Safety and abuse-detection monitoring. Where an AI Subprocessor operates automated safety and abuse-detection monitoring, Input Data is retained by that AI Subprocessor solely for that purpose, as described in Section 2.4 of the AI Addendum. Such data is not used for Model Training and is not accessible to Arcade. Where an AI Subprocessor makes zero-retention or modified abuse-monitoring terms available to Arcade, Arcade will use commercially reasonable efforts to obtain them.
(d) Feature-level retention. Where Customer uses the following features, Eleven Labs may retain the relevant audio file in accordance with its then-current published policy: (i) advanced music-editing features, for which Eleven Labs retains the generated audio file to enable segment-level editing of that file; (ii) audio-isolation features, for which Eleven Labs may retain the audio file Customer uploads for processing; and (iii) music and sound-effect generation, until thirty (30) days after zero-retention operation becomes generally available from Eleven Labs for those features. Customer may request that Arcade disable those features for Customer's workspace in accordance with Section 1.2 of the AI Addendum.
(e) Changes. Arcade will give Customer at least thirty (30) days' written notice before adding an exclusion to subsection (d).
(f) Applicability; Definitions. This Section 4.7 applies only to Customers subscribed to an Enterprise plan. Capitalized terms used in this Section 4.7 and not defined in this Agreement, including "AI Subprocessor," "Input Data," "Output," "Model Training," and "Service Evaluation and Improvement," have the meanings given in the AI Addendum.
5.1. Nondisclosure. Each party (each, a “Receiving Party”) agrees that it shall use and reproduce the Confidential Information of the other party (the “Disclosing Party”) only for purposes of exercising its rights and performing its obligations under this Agreement and only to the extent necessary for such purposes and shall restrict disclosure of such Confidential Information to the Receiving Party’s employees, consultants, or advisors who have a need to know and who are bound by obligations of confidentiality and nonuse at least as protective of such information as this Agreement, and shall not disclose such Confidential Information to any third party without the prior written approval of the Disclosing Party. The foregoing obligations shall be satisfied by the Receiving Party through the exercise of at least the same degree of care used to restrict disclosure and use of its own information of like importance, but not less than reasonable care. Notwithstanding the foregoing, it shall not be a breach of this Agreement for the Receiving Party to disclose Confidential Information if compelled to do so under law, in a judicial or other governmental investigation or proceeding, provided that, to the extent permitted by law, the Receiving Party has given the Disclosing Party prior notice and reasonable assistance to permit the Disclosing Party a reasonable opportunity to object to and/or limit the judicial or governmental requirement to disclosure. “Confidential Information” means all information of a party disclosed to the other party, regardless of the form of disclosure, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation and without the need to designate as confidential, the terms and conditions of this Agreement, Arcade Materials, and Arcade’s non-public pricing, roadmap, and security information.
5.2. Exceptions. Notwithstanding anything to the contrary herein, neither party shall be liable for using or disclosing information that such party can prove: (i) was publicly known at the time it was disclosed or has become publicly known through no fault of the Receiving Party; (ii) was known to the Receiving Party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) is disclosed with the prior written approval of the Disclosing Party; (iv) was independently developed by the Receiving Party without any use of the Confidential Information, as demonstrated by files created at the time of such independent development; (v) becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party without breach of this Agreement by the Receiving Party and otherwise not in violation of the Disclosing Party’s rights; or (vi) is disclosed generally to third parties by the Disclosing Party without restrictions similar to those contained in this Agreement.
5.3. Duration. The obligations in this Section 5 continue for three (3) years after termination or expiration of this Agreement, and indefinitely with respect to trade secrets that remain a trade secret under applicable law and with respect to Content.
6.1. Warranties.
6.1.1. Each party represents and warrants that (a) this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with the terms of this Agreement and (b) its entry into this Agreement and its performance hereunder will not violate any applicable law, rule or regulation.
6.1.2. Customer represents and warrants that (a) the Content does not infringe upon any third party’s proprietary rights, including intellectual property rights, (b) Customer will use the Service in compliance with all applicable laws and regulations, (c) Customer has obtained all rights, consents, and permissions necessary for any screen content, audio, or page data it captures and provides to Arcade, and (d) Customer is authorized to designate each source from which it directs Arcade to retrieve Captured Assets, and to direct Arcade’s retrieval, storage, and serving of those Captured Assets and Customer holds all rights, licenses, consents and permissions necessary for Arcade to do so, including licenses to any font software served from the designated source sufficient to permit Arcade to store and serve that font software on Customer’s behalf and within content Customer creates using the Service as contemplated by Section 4.3, including with respect to Captured Assets Arcade retrieved from a source Customer designated before the Effective Date.
6.1.3. Arcade represents and warrants that (a) the Service will perform materially in accordance with Arcade’s then-current documentation during the Subscription Term, and (b) Arcade will perform the Service in a professional and workmanlike manner consistent with generally accepted industry standards. Customer’s sole and exclusive remedy, and Arcade’s entire liability, for breach of this Section 6.1.3 is for Arcade to use commercially reasonable efforts to correct the non-conformity and, if Arcade is unable to do so within thirty (30) days after Customer’s written notice describing the non-conformity in reasonable detail, for Customer to terminate the affected Subscription and receive a refund of prepaid Fees covering the remainder of the then-current Subscription Term.
6.2. Disclaimer of Warranties. EXCEPT AS EXPRESSLY STATED HEREIN, ARCADE PROVIDES THE SERVICE TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, WHETHER ALLEGED TO ARISE BY LAW, BY USAGE IN THE TRADE, BY COURSE OF DEALING OR COURSE OF PERFORMANCE. ARCADE DOES NOT WARRANT THAT (I) THE SERVICE OR ANY SERVICES RELATED THERETO WILL BE DELIVERED OR PERFORMED WITHOUT MISTAKE OR INTERRUPTION, (II) CUSTOMER WILL ACHIEVE ANY PARTICULAR BUSINESS RESULTS BY USE OF THE SERVICE, OR (III) OUTPUT WILL BE ACCURATE, COMPLETE, ERROR-FREE, FREE OF INFRINGING CONTENT, OR SUITABLE FOR CUSTOMER’S PURPOSES. BETA FEATURES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND.
For purposes of this Section 7, “Claim” means any third-party claim, suit, or proceeding, and all resulting damages, costs, losses, awards, and reasonable attorneys' fees.
7.1. Arcade’s Indemnities. Arcade shall defend, indemnify and hold harmless Customer and its officers, directors, consultants, employees, successors and permitted assigns, from and against any Claim alleging that the Service, as provided by Arcade and used in accordance with this Agreement, infringes a third party’s United States patent, copyright, trademark, or trade secret rights. Arcade shall have no obligation under this Section 7.1 to the extent a Claim arises out of (a) Content, Captured Assets, Input Data, or Output, or any source designated by Customer; (b) any act Arcade performs at Customer’s direction or on Customer’s instructions, including the retrieval, storage, or serving of Captured Assets under Section 4.3; (c) modification of the Service by anyone other than Arcade; (d) combination of the Service with products, services, or materials not provided by Arcade, where the Claim would not have arisen but for such combination; (e) Customer’s use of the Service in breach of this Agreement or applicable law; (f) Customer's continued use of an allegedly infringing version of the Service after Arcade has made a non-infringing version available; or (g) any Beta Feature. If the Service becomes, or in Arcade’s reasonable opinion is likely to become, the subject of such a Claim, Arcade may at its option and expense (i) procure for Customer the right to continue using the Service, (ii) modify or replace the Service so that it is non-infringing while substantially preserving its functionality, or (iii) terminate the affected Subscription and refund Customer the prepaid Fees covering the remainder of the then-current Subscription Term. This Section 7.1 states Arcade’s entire liability and Customer’s exclusive remedy for Claims of third-party intellectual property infringement.
7.2. Customer’s Indemnities. Customer shall defend, indemnify and hold harmless Arcade and its officers, directors, consultants, employees, successors and permitted assigns, from and against any Claim arising out of or relating to (a) Content, including any screen content, audio, or page data Customer captured without the necessary rights or consents, or any website on which Customer displays an Arcade; (b) any Captured Asset, any source Customer designated under Section 4.3, or Arcade’s retrieval, storage, or serving of Captured Assets performed on Customer’s instructions; (c) Customer’s use or distribution of Output in violation of applicable law or the AI Addendum; (d) Customer’s breach of Section 3.3 (Restrictions); or (e) Customer’s violation of applicable law in connection with the Service.
7.3. Procedure. The indemnified party will give the indemnifying party prompt written notice of the Claim. The indemnifying party will have sole control of the defense and settlement of the Claim, provided that no settlement that imposes a monetary or non-monetary obligation on the indemnified party, or that admits fault on the indemnified party's behalf, may be entered into without the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed. The indemnified party will provide reasonable cooperation at the indemnifying party’s expense and may participate in the defense at its own expense. Failure to give prompt notice relieves the indemnifying party of its obligations only to the extent it is materially prejudiced by such failure.
8.1. EXCLUSION OF DAMAGES. EXCEPT AS SET FORTH IN SECTION 8.3, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF GOODWILL, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2. MAXIMUM AGGREGATE LIABILITY. EXCEPT AS SET FORTH IN SECTION 8.3, EACH PARTY’S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO ARCADE DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE LIABILITY FIRST ARISES (THE “GENERAL CAP”).
8.3. EXCEPTIONS. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY: (I) THE EXCLUSIONS AND LIMITATIONS SET FORTH IN SECTIONS 8.1 AND 8.2 SHALL NOT APPLY TO: (A) DAMAGES ARISING OUT OF A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; (B) A PARTY’S BREACH OF ITS OBLIGATIONS UNDER SECTION 5 (CONFIDENTIALITY); OR (C) CUSTOMER’S OBLIGATION TO PAY FEES DUE UNDER THIS AGREEMENT; AND (II) EACH PARTY’S AGGREGATE LIABILITY (X) FOR INDEMNIFICATION UNDER SECTION 7 AND (Y) ARISING OUT OF OR RELATING TO A PERSONAL DATA BREACH, UNAUTHORIZED ACCESS TO, DISCLOSURE OF, OR LOSS OF PERSONAL DATA OR CONTENT, OR BREACH OF THE DPA OR OF SECTIONS 4.5, 4.6 OR 4.7 OF THIS AGREEMENT, SHALL NOT EXCEED TWO TIMES THE GENERAL CAP.
9.1. Term. This Agreement shall commence on the Effective Date and shall remain in effect for so long as any Subscription remains in effect or until terminated as provided herein (the “Term”). Each Subscription runs for the period specified in the applicable Order (the “Subscription Term”) and, unless the Order provides otherwise, will automatically renew for successive periods equal to the then-expiring Subscription Term unless either party gives the other written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.
9.2. Termination. Either party may terminate this Agreement (i) for the other party’s material breach, if the breaching party does not cure such breach within ten (10) days after receipt of written notice specifying in detail the nature of the breach (or, in the case of non-payment, within thirty (30) days after receipt of written notice), effective upon the expiration of the applicable cure period, or (ii) upon notice if the other party is judged bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party, or any petition by or on behalf of such party is filed under any bankruptcy or similar laws.
9.3. Suspension. Arcade may suspend Customer’s or a User’s access to the Service, in whole or in part, if (a) Customer’s use creates a material security, legal, or reputational risk to Arcade, the Service, its infrastructure, or its other customers, (b) Customer fails to pay undisputed amounts when due and such failure continues for thirty (30) days after written notice, or (c) suspension is required by law or court order. Where practicable, Arcade will provide advance notice and an opportunity to remedy the cause for suspension, and will restore access promptly once the cause is resolved. Suspension does not relieve Customer of its obligation to pay Fees.
9.4. Effect of Termination. Upon termination or expiration of this Agreement, Customer will immediately cease use of the Service and Customer’s right to access the Service ends. Within thirty (30) days following termination or expiration, Customer may submit a written request that Arcade either provide an export of Content or delete it. Arcade will complete an export request within thirty (30) days of receipt and a deletion request within sixty (60) days of receipt. If Customer does not submit a timely request, Arcade will delete Content in accordance with Section 2.4 of the DPA. Arcade’s deletion obligation is satisfied by deleting Customer’s workspace and associated account data from Arcade’s production systems and from its primary third-party storage and media-processing providers. That obligation does not extend to (i) copies held in automated backup, archival, or disaster-recovery systems, which will be deleted in the ordinary course of Arcade’s data-retention cycle, (ii) usage, telemetry, and analytics records, in each case which cannot be deleted without unreasonable effort, or (iii) data Arcade is required to retain by applicable law. Personal Data and Content retained under clauses (i) and (ii) will remain subject to Arcade’s confidentiality and security obligations for so long as it is retained. Upon any termination by Customer for Arcade’s uncured material breach, Arcade will refund Customer any prepaid Fees covering the remainder of the then-current Subscription Term.
9.5. Survival. The following provisions shall survive any expiration or termination of this Agreement: (i) the obligation of Customer to pay Fees incurred prior to termination; (ii) Section 3 (Intellectual Property); (iii) Sections 4.1 (Ownership), 4.3 (Customer-Directed Retrieval of Website Assets), 4.5 (Data Protection) and 4.6 (Security); (iv) Section 5 (Confidentiality); (v) Section 6.2 (Disclaimer of Warranties); (vi) Section 7 (Indemnification); (vii) Section 8 (Limitation of Liability); (viii) Sections 9.4 (Effect of Termination) and this Section 9.5; and (ix) Section 10 (Miscellaneous). The license granted to Arcade in Section 4.2 survives only as necessary to give effect to Section 9.4. No license granted by Arcade to Customer survives termination.
10.1. Amendments. Arcade may amend this Agreement from time to time. In the event of such an amendment, Arcade will notify Customer of the update via email to Customer’s designated contact and provide Customer thirty (30) days to object. If Customer does not object within such period, the amended terms will be effective with respect to Customer upon the end thereof. If Customer objects, or where the amendment materially reduces Customer’s rights or materially increases Customer’s obligations, the terms in effect immediately prior to such amendment will remain in effect until the end of the then-current Subscription Term, and the amended terms will go into effect upon renewal of the Subscription, if the Subscription is renewed. No amendment to an executed Order, and no amendment to any provision of this Agreement that the parties have separately negotiated in a writing signed by both parties, is effective unless in writing and signed by both parties. The versions of the DPA and the AI Addendum incorporated into this Agreement are those published at the URLs identified above on the Effective Date, as updated from time to time. Arcade may update the DPA and the AI Addendum from time to time. An update that materially reduces Customer's rights or materially increases Customer's obligations is subject to the notice, objection, and deferral mechanism in this Section 10.1; and this Section 10.1 applies to any changes to the AI Addendum and Section 4.5 of the AI Addendum does not apply to Customer. Changes to Authorized Sub-Processors and AI Subprocessors are governed by Section 3.2 of the DPA. Any other update, including an update required by applicable law, takes effect on publication. The Privacy Policy may be updated in accordance with its terms.
10.2. Governing Law. This Agreement is governed by the laws of the State of California, without regard to its conflict of laws principles, and any dispute arising out of or relating to this Agreement shall be brought exclusively before the state and federal courts located in San Francisco, California, and each party irrevocably submits to the jurisdiction of such courts. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
10.3. Assignment. Neither party may transfer or assign its rights or obligations under this Agreement to any third party without the prior written approval of the other party, except on written notice for an assignment to an affiliated company or to a successor in connection with a merger, acquisition, reorganization or sale of substantially all of its assets or voting securities. Any purported assignment contrary to this section shall be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of, the parties and their respective successors and assigns.
10.4. Notices. Any notice required or permitted under this Agreement must be in writing and will be deemed given (a) upon receipt if delivered personally, (b) upon receipt if sent by a nationally recognized overnight courier, (c) upon receipt if sent by certified or registered mail, return receipt requested, or (d) upon transmission if sent by email to the address associated with the recipient’s account or, for notices to Arcade, to [email protected]. Notices to Arcade under clauses (a), (b) or (c) must be addressed to Arcade Software, Inc., 445 Bush Street, Suite 400, San Francisco, CA 94108, Attn: Legal. Notices to Customer under clauses (a), (b) or (c) must be addressed to the address stated in the Order. Either party may change its notice address by providing written notice to the other party. Notices of termination, breach, and indemnifiable Claims must be given by a method other than email alone.
10.5. Relationship of Parties. The parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other party. Neither party shall hold itself out as an agent of the other party. This Agreement will not be construed to create or imply any partnership, agency, joint venture or formal business entity of any kind.
10.6. Severability. If any provision of this Agreement is held invalid or unenforceable, it shall be replaced with the valid provision that most closely reflects the intent of the parties and the remaining provisions of the Agreement will remain in full force and effect.
10.7. Force Majeure. Except for payment obligations under this Agreement, neither party hereto shall be liable for any loss, damage, or penalty resulting from such party’s failure to perform its obligations hereunder when such failure is due to events beyond its reasonable control, including without limitation flood, earthquake, fire, acts of God, natural disaster, military insurrection, terrorism, civil riot, labor strikes, governmental actions, pandemic or epidemic, internet or telecommunications failures, or denial-of-service attacks. The affected party must give prompt notice to the other party and use reasonable efforts to mitigate the effect of the event.
10.8. Counterparts. Each Order, and any version of this Agreement executed by the parties, may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
10.9. Publicity. Either party may issue publicity or general marketing communications concerning its involvement with the other party, subject to such other party’s prior written approval, which shall not be unreasonably withheld or denied. During the Subscription Term, Customer may use Arcade’s name, logo, and trademarks solely as necessary to identify Arcade as the provider of the Service, subject to any trademark usage guidelines Arcade may provide, and shall cease such use on request.
10.10. Export Compliance. The Service may be subject to export control and economic sanctions laws and regulations of the United States and other jurisdictions. Each party represents that it is not (a) located in, organized under the laws of, or ordinarily resident in a country or territory that is the subject of comprehensive U.S. sanctions, or (b) listed on any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals and Blocked Persons List, the Entity List, or the Denied Persons List. Neither party will export, re-export, or transfer the Service in violation of any applicable export control or sanctions laws or regulations.
10.11. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their permitted successors and assigns, and nothing herein is intended to confer upon any other person any legal or equitable right, benefit, or remedy.
10.12. Waiver. No waiver by either party of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party to be effective.
Technical Support Services
1.1. Error Correction. Arcade will respond to errors or failures of the Service ("Errors") within the Error Response Times set forth below and will use commercially reasonable efforts to correct the Errors or provide a workaround. Target Remediation times set out below are targets only and not commitments; failure to meet them does not entitle Customer to service credits and does not by itself constitute a breach of the Agreement. Arcade will assign the priority level of each Error in accordance with the definitions below, acting reasonably and in good faith; if Customer disagrees with an assignment, Customer may escalate to Arcade’s support lead, who will review and respond within one Business Day. Response Times and Target Remediation times are measured during Business Hours. “Business Hours” means 9:00 a.m. to 6:00 p.m. Eastern Time, Monday through Friday, excluding U.S. federal holidays. “Business Day” means any day on which Business Hours occur.
Arcade deploys updates to the Service continuously and does not issue discrete maintenance releases.
ERROR RESPONSE & RESOLUTION TIMES
“Response Time” means acknowledgement by Arcade support personnel (not an automated reply) following Arcade’s receipt of a support request submitted through the in-app chat (Intercom) or by email to [email protected]. Once a workaround is in place for a Priority 1 or Priority 2 Error, the Error will be reclassified as Priority 3.
1.2. Service Level Credit. (a) If Arcade fails to meet an Error Response Time for a Priority 1 or Priority 2 Error in a given calendar month, Customer will receive a service credit equal to ten percent (10%) of the monthly fees for the month at issue. Service credits under this Exhibit A are Customer’s sole and exclusive remedy for Arcade’s failure to meet any service level, and the total credits issued for any single month will not exceed thirty percent (30%) of the monthly fees for that month. To claim a credit, Customer must request it in writing within thirty (30) days after the end of the month at issue; credits are applied against the next invoice and are not payable in cash. Customer may terminate the Agreement if Arcade fails to meet the Error Response Times in three (3) consecutive calendar months. (b) Arcade will use commercially reasonable efforts to make the Service available at least 99.5% of the time in each calendar month ("Monthly Uptime"). "Unavailability" means any period of at least ten (10) consecutive minutes, measured from the time the incident is first recorded at arcadehq.statuspage.io, during which substantially all of Customer's Authorized Users are unable to: (i) access the Arcade web application; (ii) view published Arcades; (iii) create demos, meaning capture using the Arcade browser extension or desktop application, or edit demos in the Arcade web application; or (iv) create videos, meaning generate an AI video from a prompt. Degraded performance, intermittent errors, or failures of individual requests while a function remains generally usable do not constitute Unavailability. Monthly Uptime is calculated as the total minutes in the month less minutes of Unavailability, divided by the total minutes in the month, as recorded at arcadehq.statuspage.io, which is the sole source of measurement. Unavailability excludes: scheduled maintenance for which Arcade gives at least forty-eight (48) hours' notice; emergency maintenance; failures of third-party providers, including cloud hosting and AI model providers, networks or integrations outside Arcade's reasonable control; Customer's own environment, equipment or connectivity; beta, trial or preview features; and force majeure. If Monthly Uptime falls below 99.5%, Customer will receive a service credit as set forth below, subject to the sole remedy and cap provisions in Section 1.2(a).
1.3. Business Continuity and Disaster Recovery. Arcade maintains a business continuity and disaster recovery plan, reviewed and tested at least annually. For Customer Content stored in the production environment, Arcade’s recovery point objective (RPO) is forty-eight (48) hours and its recovery time objective (RTO) is forty-eight (48) hours. These objectives do not apply to analytics stores, search indexes or other derivative systems, which are rebuilt from the production environment following a recovery event.
1.4. Support Requests and Customer Obligations. Customer will report Errors to Arcade through the support channels identified in Section 1.1 and will designate up to five (5) named contacts authorized to submit Priority 1 and Priority 2 reports. Response Times begin when Arcade receives a report that includes sufficient detail to reproduce or diagnose the Error. Customer will provide reasonable cooperation, access and information during diagnosis, and Response Times are tolled while Arcade is awaiting a response from Customer.
1.5. Exclusions. This Exhibit A applies only to Customer’s use of the Service under an Enterprise plan and does not apply to: beta, trial, preview or free features; Customer’s own environment, equipment, network or third-party integrations; use of the Service other than in accordance with the Agreement or Arcade’s documentation; or any Error caused by Customer or a third party acting on Customer’s behalf.
