THE ARK CONNECT USER AGREEMENT
Last Modified: January ___, 2023
Effective Date: January ___, 2023
1. Overview.
1.1. Introduction. The Ark Connect User Agreement (this “Agreement”) is an agreement
between you (referred to in this Agreement as “you”, “your”, or “yourself”) and Ark Connect LLC, a
Virginia limited liability company (referred to in this Agreement as “Ark Connect LLC”, “we”, “us”, or
“our”), the owner and operator of The Ark Connect website located at https://www.thearkconnect.com
(collectively, together with https://app.thearkconnect.com and/or any other subdomains of
thearkconnect.com, the “The Ark Connect Website”) and The Ark Connect software and mobile
applications (“The Ark Connect Apps”). The Ark Connect Website and The Ark Connect Apps are
collectively referred to as “The Ark Connect Platform” (or simply as “The Ark Connect”). You agree to
read this Agreement carefully before creating a User Account or using The Ark Connect.
1.2. Binding Contract. You acknowledge that this Agreement is a legally binding contract
between you and Ark Connect LLC and that it governs your access to and use of The Ark Connect
Services. We may immediately terminate this Agreement or deny access to The Ark Connect Services (in
whole or in part) at any time for any reason or no reason.
1.3. Text Messages (SMS Messages) to Your Phone. You agree that the Ark Connect Parties
may contact you by telephone or text messages (including by an automatic telephone dialing system
and/or with an artificial or pre-recorded voice) at any of the phone numbers provided by you or on your
behalf in connection with your User Account.
1.4. Important Provisions. This Agreement includes important provisions affecting your legal
rights and obligations, including, but not limited to: (i) a disclaimer of warranties and limitation of
liability by Ark Connect LLC and its Affiliates (see Section 13 below), (ii) dispute resolution provisions
that include a waiver of the right to a jury, a waiver of the right to participate in a class action or similar
proceeding (unless you opt-out within 60 days of creating your User Account), a limitation of the period
of time for bringing a claim against us, and an agreement that any court proceedings will take place only
in the Albemarle County, Virginia or the City of Charlottesville, Virginia (see Section 15 below), and
(iii) an obligation for you to pay any expenses and liabilities (such as damages, costs, or legal claims) that
the Ark Connect Parties suffer as a result of your violation of any of the provisions of this Agreement or
your use of The Ark Connect Services (see Section 12 below). The previous examples of important
provisions are not comprehensive, and you are responsible for reading and agreeing to all of the
provisions of this Agreement as a condition of your access to and use of The Ark Connect Services.
2. Statement of Faith. The Ark Connect Platform is designed and intended for use only by Christians,
and all Users must agree with and affirm our Statement of Faith, located at
https://www.thearkconnect.com/legal/statement-of-faith (our “Statement of Faith”). If you are not a
Christian, we encourage and invite you to learn more about the Christian faith, and we hope to be able to
welcome you into the Christian community soon. You represent and warrant to the Ark Connect Parties
and all of our Participating Organizations and Users: (a) that you identify yourself as a Christian, (b) that
you agree with and affirm our Statement of Faith, and (c) that if you ever cease to identify yourself as a
Christian or cease to agree with and affirm our Statement of Faith, you will immediately stop using The
Ark Connect Platform, The Ark Connect Services, and The Ark Connect Materials and will immediately
close or delete your User Account.
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3. Additional Policies. Our Privacy Policy, located at
https://www.thearkconnect.com/legal/privacy-policy (our “Privacy Policy”), explains how we collect and
use your information. Our Acceptable Use Policy, located at
https://www.thearkconnect.com/legal/acceptable-use-policy (our “Acceptable Use Policy”), explains some
of your responsibilities when using The Ark Connect Services. You understand and agree that the
provisions of our Privacy Policy and our Acceptable Use Policy (collectively, our “Policies”) are
incorporated into, and form a binding part of, this Agreement.
4. Children. You are not allowed to use The Ark Connect Platform unless you are at least eighteen (18)
years old or have reached the age of majority in the jurisdiction where you live and have the legal
capacity to enter into binding agreements. Regardless of where you live, if you are under the age of
thirteen (13) years old, you are not allowed to use The Ark Connect Platform.
5. Modification. As technology changes and as The Ark Connect Platform grows and develops, we may
modify this Agreement and our Policies from time to time. When we modify this Agreement or our
Policies, we will give you notice by posting or displaying the amended Agreement or Policies on The Ark
Connect Website or in The Ark Connect Apps, and, if the changes meaningfully affect your rights or
obligations, we may give you notice by e-mail (if we have your e-mail address). The amended Agreement
and Policies will include an effective date, and they will be effective on that date. However, any changes
to the governing law or dispute resolution provisions set forth in Sections 14 and 15 will not apply to any
disputes for which we and you have received actual notice on before such effective date. If you continue
to access or use The Ark Connect Services after this Agreement or our Policies are amended, you agree to
be bound by the revised Agreement and Policies. If you do not agree with the updated Agreement and
Policies, you agree that you will promptly (1) discontinue your use of The Ark Connect Services, and
(2) contact us to request that your User Account be closed.
6. Definitions. In addition to terms defined in other parts of this Agreement, as used in this Agreement:
6.1. “Affiliate” (collectively, “Affiliates”) means, with respect to a person, any other person
directly or indirectly controlling, controlled by or under common control with the subject person. The
term “control” (including the terms “controlled by” and “under common control with”) means the
possession, directly or indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting equity interests (including stock,
membership interests, or other voting securities), by contract, or otherwise. Notwithstanding the
foregoing, neither party hereto will be deemed to be an Affiliate of the other party hereto.
6.2. “Ark Connect Parties” (each, a “Ark Connect Party”) means Ark Connect LLC, its
Affiliates, and the officers, directors, shareholders, members, managers, employees, contractors,
attorneys, and agents of Ark Connect LLC or of its Affiliates.
6.3. “AWS” means the cloud services (including cloud computing, cloud hosting, data storage,
and data processing) provided by Amazon Web Services, Inc. or its Affiliates.
6.4. “Connected Organization” (collectively, “Connected Organizations”) means a Participating
Organization with which a User establishes a connection through The Ark Connect Platform.
6.5. “Group” (collectively, “Groups”) means a group created and managed by a Participating
Organization within The Ark Connect Platform.
6.6. “Participating Organization” (collectively, “Participating Organizations”) means a
Christian church, Christian school, or Christian non-profit organization that has signed up with Ark
Connect LLC to participate in The Ark Connect Platform.
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6.7. “Person” (or “person”) means any individual, corporation, company, partnership,
association, trust, unincorporated organization, court or government or political subdivision or agency
thereof, any other business entity or legal entity, and any legal person.
6.8. “The Ark Connect Services” means The Ark Connect Platform and all related systems and
services provided by Ark Connect LLC, including without limitation all services provided by Ark
Connect LLC pursuant to this Agreement.
6.9. “User” (and “user”, collectively “Users” or “users”) means a person who accesses or uses
The Ark Connect Services.
7. Description of The Ark Connect Platform. The Ark Connect Platform is a social platform created
specifically for use by Christians, Christian churches, Christian schools, and Christian non-profit
organizations. We have designed The Ark Connect to provide a safe space for Christians to connect with
each other and to promote positive and healthy social interactions. Through The Ark Connect, users can
interact with The Ark Connect Platform and other users and Connected Organizations and Groups in
various ways, including viewing news, information, and shared prayer requests and testimonials, creating
and sharing a user profile, creating and sharing prayer requests, prayer updates, testimonials, and other
posts (including text, photo, audio, or video content), and posting comments, reacting to content (such as
by “liking” content posted by another user or Participating Organization), and connecting with
Participating Organizations and joining Groups. The Ark Connect Platform allows users to join or connect
with one or more Participating Organizations and to join one or more Groups managed by the user’s
Connected Organizations. The Ark Connect Platform will also allow users to create and maintain a
private prayer diary, to create and manage reminders, and to create and share prayer requests with the
Groups that the user has joined. You acknowledge and agree that we are not responsible or liable for the
actions or inactions of users, Participating Organizations, or any other person. If you join or connect with
a Participating Organization in The Ark Connect, or request to join a Participating Organization in The
Ark Connect, you acknowledge and agree that we may provide certain information about you to the
Participating Organization, including your name and profile picture. You understand and agree that when
you share prayer requests, post comments or reactions, or share other content in connection with a
Connected Organization (or in connection with a Group), that User Content may be stored in cloud
storage accounts or servers owned or controlled by the applicable Connected Organization, and the
Connected Organization may use and share that User Content in accordance with the Connected
Organization’s privacy policy. You acknowledge and agree that The Ark Connect Services are always
evolving and that we may, at any time and without notice to you, add or remove features or functionality
of The Ark Connect Services or modify or discontinue The Ark Connect Services, in whole or in part.
The Ark Connect Services (or some features) may not be available in all countries. The Ark Connect
Services may contain links to third party websites or advertisements or promotions for third party
products and services. We are not responsible for any content, products, or services provided by others.
The inclusion of any link to such sites or advertisements or promotions of such products or services does
not imply endorsement by any of the Ark Connect Parties.
8. Your User Account and Responsibilities.
8.1. Registration. In order to use The Ark Connect Platform, you must register for and maintain
an active personal account (a “User Account”). As part of the User Account registration process, you may
submit to us certain personal information, such as your name, photo, e-mail address, mobile phone
number, and date of birth (or age range), and other information. Your User Account will include a profile
(a “Profile”) that contains information, such as your name, photo, and other information. When you
publicly post or share User Content (such as commenting on another person’s post or sharing a prayer
request), your Profile will be shared with and visible to the users who have permission to view that User
Content. As used in this Agreement, “Account Information” means all information associated with a User
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Account, including any information that the user provides to us in connection with the User Account. You
agree to update your Account Information, as necessary, to ensure that it remains current, accurate, and
complete. You authorize us to verify your Account Information at any time. If any of your Account
Information is untrue, inaccurate, incomplete, or not current, we retain the right, in our sole discretion, to
suspend or terminate your User Account and your access to The Ark Connect Services. You will not
access or use, or attempt to access or use, any other person’s User Account. Unless otherwise expressly
permitted by us in writing, you will only register for one User Account.
8.2. Permission to Use The Ark Connect Services. Subject to your compliance with this
Agreement and our Policies, we grant you permission to access and use The Ark Connect Platform and
The Ark Connect Services made available to you. If you violate this Agreement or our Policies, your
permission to use The Ark Connect Services will automatically terminate. Your permission to access and
use The Ark Connect Services will also terminate automatically if your User Account is suspended,
closed, or deleted. Your permission to access and use The Ark Connect Services is personal,
non-exclusive, non-assignable, non-sublicensable, and may be limited or revoked by us at any time. We
reserve the right, in our sole discretion, to refuse service and/or to suspend or terminate your User
Account.
8.3. Your Responsibilities. You are responsible for maintaining the confidentiality of the login
credentials (such as password and e-mail address, mobile phone number, or username) used to access
your User Account (your “Login Credentials”). You acknowledge and agree that you are responsible for
any activities that occur through your User Account, whether or not authorized by you. You agree to
immediately notify us of any security breach associated with your Login Credentials or your User
Account and of any unauthorized use of your User Account. We will not be liable for your losses caused
by any unauthorized use of your User Account, and you acknowledge and agree that you may be liable for
the losses of the Ark Connect Parties or others due to such unauthorized use. You will not authorize third
parties to use your User Account. You will not assign or otherwise transfer your User Account to any
other person. You will only use The Ark Connect Services in compliance with all applicable laws. You
must not use The Ark Connect Services in any manner that causes nuisance, annoyance, inconvenience,
or property damage to any user or any other person.
8.4. Third-Party Products, Services, and Content. The Ark Connect Platform is designed to
be used or accessed in connection with third-party products, services, and content that we do not control
and for which different terms of use and privacy policies apply. We do not endorse and are not responsible
or liable for any content, information, products, or services provided by another user, Participating
Organizations, or other third parties.
8.5. Network Access and Devices. It is your responsibility to obtain and maintain the mobile
phone, e-mail, and internet access necessary to use The Ark Connect Platform and to obtain and update
compatible devices necessary to access and use The Ark Connect Platform. We do not guarantee that The
Ark Connect Platform will function on any particular operating systems or devices. Your internet service
provider or mobile network’s data, phone call, and messaging rates and fees may apply when you access
or use The Ark Connect Platform. The Ark Connect Platform may be subject to malfunctions and delays
inherent in the use of the internet and electronic communications.
8.6. Prohibited Activities. You agree that you will not engage in any of the following activities
or permit or allow any other person to do so: (i) remove any copyright, trademark, or other proprietary
notices from any portion of The Ark Connect Services; (ii) reproduce, modify, prepare derivative works
based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit,
stream, broadcast or otherwise exploit The Ark Connect Services except as expressly permitted by us; (iii)
decompile, reverse engineer, or disassemble The Ark Connect Services; (iv) mirror or frame any portion
of The Ark Connect Services; (v) create or launch any programs or scripts for the purpose of scraping,
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indexing, surveying, or otherwise data mining any portion of The Ark Connect Services or unduly
burdening or hindering the operation or functionality of any aspect of The Ark Connect Services; or (vi)
attempt to gain unauthorized access to or impair any aspect of The Ark Connect Services or its related
systems or networks.
9. User Content.
9.1. Generally. As used in this Agreement, “User Content” means all Account Information and
all content (including without limitation, text, photos, graphics, audio, video, and other materials) that a
user or a Participating Organization uploads, posts, sends, submits, transmits, or otherwise transfers to or
through The Ark Connect Services. You acknowledge and agree that we do not prescreen User Content
and that we are not responsible for the content of any User Content, and we make no guarantees as to the
validity, accuracy, or legal status of any User Content. Nevertheless, we may at any time, with or without
notice to you, block, interrupt, delete, or otherwise remove, disable or restrict access to, or refuse to
display or transmit any User Content.
9.2. Your Content. You represent and warrant to the Ark Connect Parties that your User Content
complies (and will at all times continue to comply) with the terms of this Agreement and our Policies.
You acknowledge and agree that your User Content will be treated as non-confidential and
non-proprietary, except as otherwise specifically provided in our Privacy Policy. You retain any
ownership rights you have in your User Content, and nothing in this Agreement limits your right to use
your User Content outside of The Ark Connect Services or your right to license or sell your User Content
to others. In order for us to provide The Ark Connect Services to you and other users and Participating
Organizations, subject to the terms of this Agreement and the Privacy Policy, you grant us a universal,
royalty-free, non-exclusive, transferable, fully-sublicensable, perpetual, and irrevocable license (the
“Content License”) to record, use, practice, copy, modify, adapt, create derivative works of, store, host,
publish, publicly perform, publicly display, distribute, communicate, and transmit your User Content in
any and all media or distribution methods (now known or later developed). Subject to the Privacy Policy,
the Content License permits us, for example, to facilitate your sharing of your User Content with other
users and Participating Organizations.
9.3. Third-Party Sharing and Access. You understand and agree that some or all of your User
Content may be accessed or viewed by other users, Participating Organizations, and other third parties.
You hereby grant to each user and Participating Organization permission to access and view any of your
User Content that is available to them through The Ark Connect Services (until the User Content is
removed from The Ark Connect Services or the user or Participating Organization no longer has access to
the User Content through The Ark Connect Services). Some portions of The Ark Connect Services may
include options or controls to limit the sharing or visibility of your User Content, and we will respect the
choices you make using those options or controls. We will only share your User Content with third parties
as permitted by this Agreement and our Privacy Policy.
9.4. Third-Party Rights. You represent and warrant to the Ark Connect Parties: (1) that you
have the right (and have obtained any and all necessary permissions, consents, and authorizations) to
grant us the Content License and to grant all other rights and licenses granted in this Agreement, and
(2) that the use of your User Content and the exercise of the Content License by the Ark Connect Parties
(and their sublicensees) will not violate or infringe the Intellectual Property Rights (as defined below) or
other rights of any person. In addition, you represent and warrant to the Ark Connect Parties: (a) that none
of your User Content will contain third-party copyrighted material or material that is subject to other
third-party Intellectual Property Rights unless you have written permission from the rightful owner of the
materials (or you are otherwise legally entitled) to upload, post, send, submit, transmit, or otherwise
transfer such materials as part of your User Content, to grant us the Content License, and to grant all other
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rights and licenses granted in this Agreement; and (b) that none of the User Content is false, slanderous,
libelous, or in any way defamatory.
10. Intellectual Property Rights.
10.1. Generally. You acknowledge and agree that, except for User Content and except as
otherwise expressly stated in this Agreement, Ark Connect LLC (or its Affiliates or third-party licensors)
own all Intellectual Property Rights in and to all content and materials displayed, transmitted, performed,
included, or provided by us on or through The Ark Connect Services, including without limitation all text,
titles, photos, graphics, logos, designs, audio and video transmissions and recordings, and other content
(collectively, “The Ark Connect Materials”). Except as otherwise expressly provided in this Agreement,
we retain all rights in and to The Ark Connect Services and The Ark Connect Materials. As used in this
Agreement, “Intellectual Property Rights” means intellectual property rights arising from or in respect of
the following, whether protected, created, or arising under the laws of the United States or any other
jurisdiction: (i) fictional business names, trade names, company and corporate names, trademarks and
service marks (whether registered or unregistered), logos, Internet domain names, and trade dress rights,
together with the goodwill associated with any of the foregoing (collectively, “Trademarks”);
(ii) inventions, patent applications, and patents issued therefrom in the United States and in all other
countries, including all continuations, divisionals, continuations-in-part, inventions registrations,
re-examinations, registrations, renewals, utility models, reissues and the like corresponding thereto;
(iii) copyrights and registrations and applications therefor; (iv) proprietary and confidential information
which constitute trade secrets, such as proprietary and confidential know-how, inventions, discoveries,
concepts, ideas, methods, processes, designs, formulae, technical data, drawings, specifications, and
databases (collectively, “Trade Secrets”); (v) publicity rights, including without limitation the right to use
a Person’s name, image, photo, portrait, voice, sound-alike, likeness, and persona for advertising,
marketing, promotional, trade, business, and commercial purposes (collectively, “Publicity Rights”); and
(vi) moral rights, privacy rights, and sui generis database rights.
10.2. Our Trademarks. The names “The Ark”, “The Ark Connect”, “Ark Connect”, The Ark
logos, and the graphics, icons, logos, service names, designs, and layouts associated with The Ark
Connect Services (collectively, “The Ark Trademarks”) are the Trademarks of the Ark Connect Parties.
You agree that you will not use any of The Ark Trademarks (including as part of other Trademarks or
Internet domain names), or any similar Trademarks, in connection with any product, service, collective
membership, or certification in any manner that is likely to cause confusion or cause dilution of our
Trademarks. All other Trademarks are the property of the respective owners.
10.3. Feedback. We encourage you to send us messages, feedback, or data, including, for
example, ideas, comments, suggestions, or questions about The Ark Connect Services or any other
product or service (collectively, “Feedback”). You agree not to send us any information or ideas that are
sensitive or confidential, and you agree that any Feedback we receive from you will not be considered
confidential. You grant us a universal, royalty-free, non-exclusive, transferable, fully-sublicensable,
perpetual, and irrevocable license to record, use, practice, copy, modify, adapt, create derivative works of,
store, host, publish, publicly perform, publicly display, distribute, communicate, and transmit your
Feedback in any and all media or distribution methods (now known or later developed), and to exercise
all Intellectual Property Rights in and to your Feedback. We will be entitled to use the Feedback for any
commercial or other purpose whatsoever (including, for example, developing, improving, producing,
providing, or marketing products and services) without compensation to you or any other person sending
the Feedback, and we will not be under any obligation to tell you if and how we use any Feedback.
11. Claims of Intellectual Property Infringement.
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11.1. Generally. We respect the Intellectual Property Rights of others, and we require each of
our users to do the same. We take claims of infringement of Intellectual Property Rights seriously, and we
reserve the right, in our sole discretion, to block, interrupt, delete, or otherwise remove, disable or restrict
access to, or refuse to display or transmit (collectively, “Remove” or “Removing”) any User Content. In
appropriate cases and in our sole discretion, we may Remove User Content if properly notified that such
User Content infringes a third party’s Intellectual Property Rights. It is our policy, in appropriate
circumstances, to disable or terminate the User Accounts of users who are repeat infringers. Without
limiting any of our rights to take other action described in this Agreement, including without limitation,
immediately Removing or modifying Infringing Content without notice, we will, within a reasonable
period of time following our receipt in writing of a final, non-appealable court order finding that specific
User Content infringes a third party’s Intellectual Property Rights (“Infringing Content”), Remove or
modify such Infringing Content in the jurisdictions to which such order applies.
11.2. Reporting Claims of Copyright Infringement.
11.2.1. Digital Millennium Copyright Act (DMCA) Notice Procedures. We will
respond to notices of alleged copyright infringement that comply with applicable law. If you believe any
materials accessible on or through The Ark Connect Services infringe your copyright, you may request
removal of those materials (or access thereto) from The Ark Connect Services by submitting written
notification to the Ark Connect LLC Intellectual Property Agent (designated below). In accordance with
the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17
U.S.C. § 512) (the “DMCA”), the written notice (the “DMCA Notice”) must include the following:
● Your physical or electronic signature;
● Identification of the copyrighted work you believe to have been infringed or, if the claim involves
multiple works on The Ark Connect Services, a representative list of such works;
● Identification of the material you believe to be infringing in a sufficiently precise manner to allow
us to locate that material;
● Adequate information by which we can contact you (such as your name, mailing address,
telephone number, and, if available, an e-mail address);
● A statement that you have a good faith belief that use of the copyrighted material is not
authorized by the copyright owner, its agent or the law;
● A statement that the information in the written notice is accurate; and
● A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright
owner.
Ark Connect LLC’s designated Intellectual Property Agent to receive DMCA Notices is:
Andrew B. Stockment
Flora Pettit PC
530 East Main Street
Charlottesville, VA 22902
434-979-1400
DMCA-clientnotices@fplegal.com
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice
may not be effective.
Please be aware that if you knowingly materially misrepresent that material or activity on The Ark
Connect Services is infringing your copyright, you may be held liable for damages (including costs and
attorneys’ fees) under Section 512(f) of the DMCA.
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11.2.2. DMCA Counter-Notification Procedures. If you believe that your User
Content was removed or access to it was disabled by mistake or misidentification, you may file a
counter-notification with Ark Connect LLC (a “DMCA Counter-Notice”) by submitting written
notification to the Ark Connect LLC Intellectual Property Agent (identified above). Pursuant to the
DMCA, the DMCA Counter-Notice must include the following:
● Your physical or electronic signature;
● Identification of the material that has been removed or to which access has been disabled and the
location at which the material appeared before it was removed or access disabled;
● A statement under penalty of perjury by you that you have a good faith belief that the material
identified above was removed or disabled as a result of a mistake or misidentification of the
material to be removed or disabled;
● Your name, address, and telephone number (and if you wish to facilitate our ability to contact
you, your e-mail address); and
● A statement that you consent to the jurisdiction of the Federal District Court for the judicial
district in which your address is located (or if your address is outside of the United States, for any
judicial district in which Ark Connect LLC may be found), and that you will accept service of
process from the person who provided us with the DMCA Notice at issue.
The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does
not file a court action against you within ten business days of receiving the copy of your DMCA
Counter-Notice.
Please be aware that if you knowingly materially misrepresent that material or activity on The Ark
Connect Services was removed or disabled by mistake or misidentification, you may be held liable for
damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
11.3. Reporting Claims of Other Intellectual Property Infringement. If you believe any User
Content accessible on or through The Ark Connect Services infringes your Intellectual Property Rights
(other than your copyrights), you may request removal of the User Content from The Ark Connect
Services by submitting written notification to the Ark Connect LLC Intellectual Property Agent
(designated above). The written notice (an “Infringement Notice”) must include all of the following:
● Your physical or electronic signature.
● Identification and description of the Intellectual Property Rights you believe to have been
infringed. If you are reporting a claim of trademark infringement, your written notice must
identify the exact trademark, service mark, or other mark (and if the mark is anything other than
standard characters, you must include a copy of the mark), a description of the goods or services
for which you believe you have trademark rights, the registration number and office of
registration (if applicable), and a description of the reason why you believe the User Content
(“Alleged Infringing Content”) causes a likelihood of confusion with or dilution of your mark.
● Identification of the Alleged Infringing Content you believe to be infringing in a sufficiently
precise manner to allow us to locate it.
● Adequate information by which we can contact you (such as your name, mailing address,
telephone number, and, if available, an e-mail address).
● A statement that you have a good faith belief that use of the Alleged Infringing Content is not
authorized by the owner of the Intellectual Property Rights, the owner’s agent, or the law.
● A statement that the information in the written notice is accurate.
● A statement, under penalty of perjury, that you are the authorized owner of the Intellectual
Property Rights or that you are authorized to act on behalf of the owner of the Intellectual
Property Rights.
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Upon receipt of an Infringement Notice, we may act in any manner that we deem reasonable and
appropriate, including without limitation, temporarily or permanently Removing the Alleged Infringing
Content described in such Infringement Notice. However, we will generally endeavor to provide a copy of
the Infringing Notice to the user who is responsible for the applicable Alleged Infringing Content (the
“Responsible Party”) and request that such Responsible Party provide a written response to the party
alleging infringement (the “Asserting Party”) or to us, in which case we will forward such response to the
Asserting Party, together with the Responsible Party’s contact information (name, address and e-mail
address). If the Responsible Party’s response is not satisfactory to the Asserting Party, or the Responsible
Party fails to respond within ten (10) business days of the date we forward the Infringement Notice, we
may disclose, if known, the name, address, e-mail address, and other contact information of such
Responsible Party to the Asserting Party, in which case, such Responsible Party and such Asserting Party
will communicate directly to resolve the matters alleged in such Infringement Notice. Thereafter, but
without limiting our rights to take any other action that we deem appropriate or reasonable (including
Removing the Alleged Infringing Content), we will Remove or otherwise act with respect to the Alleged
Infringing Content upon a written direction from both the Asserting Party and the Responsible Party or in
accordance with Section 11.1 above.
WE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY USER CONTENT OR ANY OTHER
CONTENT OR MATERIALS THAT ARE POSTED, DISPLAYED, OR TRANSMITTED BY ANY
PERSON THROUGH OR IN CONNECTION WITH THE ARK CONNECT SERVICES
(COLLECTIVELY, “THIRD-PARTY MATERIALS”) OR FOR ANY FAILURE TO REMOVE ANY
THIRD-PARTY MATERIALS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND
SUBJECT TO APPLICABLE LAW, ANY PERSON WHICH ALLEGES THAT ANY THIRD-PARTY
MATERIALS INFRINGES ITS OR A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS
EXPRESSLY AND FOREVER WAIVES ALL SUCH INFRINGEMENT CLAIMS AGAINST THE
ARK CONNECT PARTIES AND AGREES THAT ITS SOLE RECOURSE WITH RESPECT TO ANY
SUCH CLAIMS WILL BE AGAINST THE PERSON OR ENTITY WHO POSTED OR IS
OTHERWISE RESPONSIBLE FOR SUCH THIRD-PARTY MATERIALS.
WE HAVE NO RESPONSIBILITY OR LIABILITY TO ANY PERSON FOR REMOVING ANY
THIRD-PARTY MATERIALS. EACH USER EXPRESSLY AND FOREVER WAIVES ALL CLAIMS
AGAINST THE ARK CONNECT PARTIES ARISING OUT OF OR RELATING TO THE
TEMPORARY OR PERMANENT SUSPENSION OR REMOVAL OF ANY THIRD-PARTY
MATERIALS.
You agree that if you knowingly materially misrepresent that User Content or activity on The Ark
Connect Services is infringing Intellectual Property Rights, you will be held liable for, and will promptly
reimburse us for, all costs and fees (including attorneys’ fees) and other damages and expenses we incur
in reviewing, investigating, addressing, and responding to your written notice and the claims made in such
notice.
12. Indemnification. You will indemnify, defend and hold harmless the Ark Connect Parties (and their
successors and assigns) from, against, and with respect to any and all liabilities, claims, losses, damages
(including without limitation property damage and all incidental, consequential, punitive, special, and
exemplary damages), injuries (including without limitation personal injury, sickness, and death), interest,
fines, taxes, premiums, assessments, penalties, costs, and expenses (collectively, “Claims”), including
without limitation any and all attorneys’ fees, paraprofessionals’ fees, and expenses incurred in the
defense of Claims (whether or not a suit is instituted and, if so instituted, through all mediation,
arbitration, trials, and appeals), arising out of, related to, or resulting from: (i) your use of The Ark
Connect Services, (ii) the use of The Ark Connect Services by any person using your User Account;
(iii) your breach of this Agreement (including our Policies) or of any of your representations or
warranties; (iv) any material misrepresentations by you; (v) your failure to provide true, complete, and
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accurate information in connection with your Account Information; (vi) your negligence, willful
misconduct, fraudulent acts, or criminal acts; (vii) your violation of any applicable laws; (viii) your User
Content; or (ix) the Ark Connect Parties’ exercise of the Content License or use of your User Content
pursuant to the terms of this Agreement.
13. Disclaimers and Limitation of Liability – PLEASE READ CAREFULLY: This Section 13 limits
the liability of the Ark Connect Parties. The provisions of this Section apply to the maximum extent
permitted under applicable law. Some jurisdictions do not permit the limitation of liability in contracts
or the disclaimers of implied warranties, so some or all of the provisions of this Section may not apply
to you.
13.1. You understand and agree that we are not responsible or liable for the acts or omissions of
users, Participating Organizations, or other third parties. You may be introduced to a third party that may
pose a risk of harm to you or others. NOTWITHSTANDING ANY OTHER PROVISION IN THIS
AGREEMENT TO THE CONTRARY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW THAT CANNOT BE WAIVED, YOU, ON YOUR OWN BEHALF AND ON BEHALF OF YOUR
SUCCESSORS, HEIRS, AND ASSIGNS, HEREBY FOREVER RELEASE, ACQUIT, DISCHARGE,
AND AGREE NOT TO SUE OR INSTITUTE ANY LEGAL ACTION AGAINST THE ARK
CONNECT PARTIES FROM, AGAINST, AND WITH RESPECT TO, ALL CLAIMS, ACTIONS,
LIABILITY, OBLIGATIONS, DAMAGES, CAUSES OF ACTION (WHETHER BASED IN TORT,
CONTRACT, OR ON ANY LEGAL OR EQUITABLE GROUND OR THEORY OF RECOVERY)
ARISING FROM, RELATED TO, OR ASSOCIATED WITH: (1) ANY ACTS OR OMISSIONS OF
OTHER USERS, PARTICIPATING ORGANIZATIONS, OR ANY AFFILIATES OF THE
FOREGOING, OR OF ANY OTHER PERSON, OR (2) ANY TRANSACTION BETWEEN YOU AND
A THIRD PARTY.
13.2. You understand that we cannot and do not guarantee or warrant that User Content, files, or
other content or materials available for downloading from the Internet or transmitted through The Ark
Connect Services will be free of viruses, malware, or other destructive code. You are responsible for
implementing sufficient procedures and safeguards to satisfy your particular requirements for anti-virus
and anti-malware protection and for maintaining a means external to The Ark Connect Services for any
reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED
BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, MALWARE, OR OTHER
TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT, DAMAGE, OR DELETE
YOUR DEVICES OR DATA DUE TO YOUR USE OF THE ARK CONNECT SERVICES OR YOUR
ACCESSING OR DOWNLOADING ANY USER CONTENT, ANY OF THE ARK CONNECT
MATERIALS, OR OTHER MATERIALS AVAILABLE ON OR THROUGH THE ARK CONNECT
SERVICES OR LINKED TO FROM THE ARK CONNECT SERVICES.
13.3. TO THE FULLEST EXTENT PERMITTED BY LAW, WE HAVE NO LIABILITY OF
ANY KIND TO YOU OR OTHERS AS A RESULT OF ANY LOSS, THEFT, DELETION,
DESTRUCTION, ALTERATION, OR CORRUPTION OF, DAMAGE, UNAUTHORIZED ACCESS
TO, OR FAILURE TO TRANSMIT, STORE, BACKUP, OR ENCRYPT ANY USER CONTENT OR
ANY DATA OR FILES STORED ON ANY DEVICE USED TO ACCESS THE ARK CONNECT
SERVICES.
13.4. YOUR USE OF THE ARK CONNECT SERVICES AND THE ARK CONNECT
MATERIALS (AND ALL OTHER CONTENT, INCLUDING USER CONTENT, PROVIDED OR
TRANSMITTED ON OR THROUGH THE ARK CONNECT SERVICES) IS AT YOUR OWN RISK.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE ARK CONNECT SERVICES AND THE
ARK CONNECT MATERIALS (AND ALL OTHER CONTENT, INCLUDING USER CONTENT,
PROVIDED OR TRANSMITTED ON OR THROUGH THE ARK CONNECT SERVICES) ARE
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PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”, AND WITHOUT
WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED.
13.5. TO THE FULLEST EXTENT PERMITTED BY LAW, THE ARK CONNECT PARTIES
HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE
RELATING TO THIS AGREEMENT, THE ARK CONNECT SERVICES, THE ARK CONNECT
MATERIALS (OR ANY OTHER CONTENT, INCLUDING USER CONTENT, PROVIDED OR
TRANSMITTED ON OR THROUGH THE ARK CONNECT SERVICES), AND ANY PRODUCTS OR
SERVICES PROVIDED BY USERS, SERVICE PROVIDERS, PARTICIPATING ORGANIZATIONS,
OR ANY OTHER PERSON. NONE OF THE ARK CONNECT PARTIES MAKES ANY WARRANTY
OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY,
QUALITY, ACCURACY, COMPLETENESS, APPROPRIATENESS, LEGALITY, SAFETY, OR
AVAILABILITY OF THE ARK CONNECT SERVICES, THE ARK CONNECT MATERIALS (OR
ANY OTHER CONTENT, INCLUDING USER CONTENT, PROVIDED OR TRANSMITTED ON OR
THROUGH THE ARK CONNECT SERVICES), OR ANY PRODUCTS OR SERVICES PROVIDED
BY USERS, PARTICIPATING ORGANIZATIONS, OR OTHER THIRD PARTIES. WITHOUT
LIMITING THE FOREGOING, NONE OF THE ARK CONNECT PARTIES REPRESENTS OR
WARRANTS THAT THE ARK CONNECT SERVICES, THE ARK CONNECT MATERIALS (OR
ANY OTHER CONTENT, INCLUDING USER CONTENT, PROVIDED OR TRANSMITTED ON OR
THROUGH THE ARK CONNECT SERVICES) WILL BE ACCURATE, RELIABLE, ERROR-FREE,
OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE ARK CONNECT
SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR
OTHER HARMFUL COMPONENTS, OR THAT THE ARK CONNECT SERVICES, THE ARK
CONNECT MATERIALS (OR ANY OTHER CONTENT, INCLUDING USER CONTENT,
PROVIDED OR TRANSMITTED ON OR THROUGH THE ARK CONNECT SERVICES) WILL
OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
13.6. TO THE FULLEST EXTENT PERMITTED BY LAW, NONE OF THE ARK CONNECT
PARTIES WILL HAVE ANY LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT,
EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES SUFFERED BY YOU OR ANY OTHER
PERSON ARISING OUT OF, RELATED TO, OR ASSOCIATED WITH (A) THE USE OF THE ARK
CONNECT SERVICES BY YOU OR ANY OTHER PERSON, (B) THE OPERATION OR
MALFUNCTION OF THE ARK CONNECT SERVICES, OR (C) THIS AGREEMENT, REGARDLESS
OF WHETHER OR NOT YOU, THE ARK CONNECT PARTIES, OR ANY OTHER PERSON HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.7. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE
LIABILITY OF THE ARK CONNECT PARTIES TO YOU OR ANY OTHER PERSON FOR ANY
REASON AND UPON ANY CAUSE OF ACTION (WHETHER BASED IN TORT, CONTRACT, OR
ON ANY LEGAL OR EQUITABLE GROUND OR THEORY OF RECOVERY) ARISING OUT OF,
RELATED TO, OR ASSOCIATED WITH THE USE OF THE ARK CONNECT SERVICES BY YOU
OR ANY OTHER PERSON, THE OPERATION OR MALFUNCTION OF THE ARK CONNECT
SERVICES, OR THIS AGREEMENT WILL BE LIMITED TO THE GREATER OF $100 OR THE
TOTAL AMOUNT, IF ANY, PAID BY YOU TO ARK CONNECT LLC DURING THE TWELVE (12)
MONTHS IMMEDIATELY PRECEDING SUCH LIABILITY. THE FOREGOING LIMITATION
APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT
LIMITATION, TORT, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE,
STRICT LIABILITY, MISREPRESENTATIONS, NON-INFRINGEMENT, AND OTHER CAUSES OF
ACTION OR ALLEGATIONS.
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13.8. You acknowledge and agree: (a) that none of the Ark Connect Parties nor any person or
entity acting, or purporting to act, on behalf of any of the Ark Connect Parties has made any
representations to you other than those representations expressly made by Ark Connect LLC in this
Agreement, and (b) that in connection with your acceptance of this Agreement, you have not relied upon
any representations made by any of the Ark Connect Parties or any person or entity acting, or purporting
to act, on behalf of any of the Ark Connect Parties other than those representations and warranties
expressly made by Ark Connect LLC in this Agreement.
13.9. SOME JURISDICTIONS EITHER DO NOT ALLOW OR OTHERWISE LIMIT THE
PERMISSIBLE SCOPE OF DISCLAIMERS AND LIMITATIONS SUCH AS THOSE APPEARING IN
THIS SECTION 13. ACCORDINGLY, SOME OF THE LIMITATIONS AND DISCLAIMERS
APPEARING IN THIS SECTION MAY NOT APPLY TO YOU.
14. Governing Law and Interpretation. This Agreement will be governed by and construed in
accordance with the laws of the Commonwealth of Virginia and the applicable federal laws of the United
States, without regard to the conflicts of law provisions of any jurisdiction. Without limiting the foregoing
provision, you and Ark Connect LLC expressly agree (a) that the Virginia Uniform Computer Information
Transactions Act, Virginia Code §§ 59.1-501.1 et seq. (“UCITA”) is expressly excluded from this
Agreement, (b) that any and all terms contained in UCITA will have no force or effect on any portion of
this Agreement, and (c) that UCITA does not apply to this Agreement or The Ark Connect Services. If
any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted
jointly by Ark Connect LLC and you, and no presumptions or burden of proof will arise favoring or
disfavoring Ark Connect LLC or you by virtue of authorship of any of the provisions of this Agreement.
The descriptive headings in this Agreement are inserted for convenience only and do not constitute a part
of this Agreement. Throughout this Agreement, (i) unless the context requires otherwise, the use of the
singular includes the plural, and vice versa, and the referents of masculine, feminine, and gender neutral
pronouns will not be limited to referents of the specified gender, (ii) the words “include”, “includes”, and
“including” are not limiting, (iii) the word “or” is not exclusive, and (iv) the words “herein”, “hereunder”,
and “hereof” refers to this Agreement (including our Policies). We retain all rights at law and in equity to
enforce the provisions of this Agreement in accordance with applicable laws.
15. Dispute Resolution – PLEASE READ CAREFULLY: This Section 15 includes important
provisions that affect your legal rights, including, for example, a waiver of the right to a jury, a waiver
of the right to participate in a class action or similar proceeding, a limitation of the period of time for
bringing a claim against us, and an agreement that all court proceedings will take place only in
Albemarle County, Virginia or the City of Charlottesville, Virginia.
15.1. Initial Dispute Resolution. We believe you will have a positive experience using The Ark
Connect Platform and all of The Ark Connect Services, and we invite you to contact us about any
questions or issues you experience. We want to address any concerns you may have about The Ark
Connect Services without needing to engage in a formal legal process. As used herein, “Dispute”
(collectively, “Disputes”) refers to any controversy, disagreement, dispute, cause of action, claim, or
counterclaim. You and Ark Connect LLC agree to attempt to resolve any Dispute through an informal
dispute resolution process (the “Informal Dispute Resolution Process”) and agree to work in good faith to
settle and resolve any Dispute before joining or filing a lawsuit. Either you or Ark Connect LLC may
initiate the Informal Dispute Resolution Process by sending written notice requesting informal dispute
resolution and describing the Dispute in detail (the “Informal Resolution Request”) to the other party, as
follows (a) if to Ark Connect LLC, by Certified Mail to: The Ark Connect Dispute Resolution, c/o Flora
Pettit PC, Attn: Andrew Stockment, P.O. Box 2057, Charlottesville, VA 22902; or (b) if to you, by using
any of the contact information in your Account Information. As part of the Informal Dispute Resolution
Process, you and we agree to work in good faith to settle any Dispute directly through consultation and
good faith negotiations, which is a prerequisite to either you or Ark Connect LLC joining or initiating
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formal legal proceedings (except for claims brought by Ark Connect LLC pursuant to Section 15.3
below). If you and Ark Connect LLC do not reach a mutually agreed resolution within a period of sixty
(60) days from the date the Informal Resolution Request is given pursuant to this Section 15.1 (the
“Informal Resolution Period”), then either you or Ark Connect LLC may initiate formal legal
proceedings. You and Ark Connect LLC expressly waive the right to assert or request, and agree not to
assert or request, any claims or remedies (including any amounts of monetary damages) in any lawsuit or
court proceeding that were not first asserted or requested through the Informal Dispute Resolution Process
during the Informal Resolution Period. You and Ark Connect LLC may, by mutual agreement, extend the
Informal Resolution Period.
15.2. Class Action Waiver and Right to Opt-out.
15.2.1. WE AGREE THAT WE MAY BRING CLAIMS AGAINST YOU, AND YOU
AGREE THAT YOU MAY BRING CLAIMS AGAINST THE ARK CONNECT PARTIES, ONLY IN
YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN
ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. YOU AND WE EXPRESSLY WAIVE
ANY RIGHT TO ASSERT ANY CLAIMS AGAINST YOU OR AGAINST ANY OF THE ARK
CONNECT LLC PARTIES AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR
REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR
DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. Unless both you and Ark
Connect LLC agree, no judge or court may consolidate more than one person’s claims or otherwise
preside over any form of a representative or class proceeding. The judge or court may award injunctive
relief only in favor of you or the Ark Connect Parties and only to the extent necessary to provide relief
warranted by your individual claims or by the Ark Connect Parties’ individual claims.
15.2.2. You have the right to opt-out of the above class action waiver provision by
completing, signing, and mailing the Opt-out Notice form located at
https://www.thearkconnect.com/legal/optout pursuant to the instructions contained therein within sixty
(60) days after the date you created your User Account. In order for the Opt-out Notice to be valid and
effective, it must be completed in its entirety and signed by you, and you understand and agree that you
are responsible for retaining proof of mailing and delivery. If you exercise your option to opt out as
provided in this paragraph, then Section 15.2.1 above will not apply and will not be considered a part of
this Agreement.
15.2.3. If (a) you exercise your opt-out right pursuant to Section 15.2.2 above, or (b) you
or we are permitted by law or by any court to proceed with a class or representative action against you or
any of the Ark Connect Parties, then you and we agree that: (i) the prevailing party will not be entitled to
recover attorneys’ fees or costs associated with pursuing the class or representative action (not
withstanding any other provision in this Agreement); and (ii) the party who initiates or participates as a
member of the class will not submit a claim or otherwise participate in any recovery secured through the
class or representative action.
15.3. Injunctive Relief. You acknowledge and agree that any violation of our Policies may
cause irreparable harm to the Ark Connect Parties (or other users or third parties), for which monetary
damages would not be an adequate remedy. Therefore, notwithstanding Section 15.1 above, you agree
that: (a) we will be entitled to immediate injunctive relief to enjoin any actual, suspected, threatened, or
potential violation by you of our Policies; (b) we will be entitled to such injunctive relief without any
obligation (i) to post a bond or other security, (ii) to prove actual damages or to prove that monetary
damages will not provide an adequate remedy, or (iii) to participate in the Informal Dispute Resolution
Process or wait until the end of the Informal Resolution Period before joining or initiating formal legal
proceedings; and (c) you will not oppose or otherwise challenge the appropriateness of injunctive relief or
the entry by a court of competent jurisdiction of an order granting injunctive relief.
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15.4. Venue for Judicial Actions. Any and all claims, counterclaims, and Disputes arising out
of or relating to (a) this Agreement, (b) The Ark Connect Platform, The Ark Connect Materials, or any of
The Ark Connect Services (or the use of any of the foregoing by you or any other person), (c) the
performance or non-performance by you or us of any of obligations under this Agreement, or (d) actual or
alleged infringement by you, any of the Ark Connect Parties, or The Ark Connect Materials or The Ark
Connect Services of any Intellectual Property Rights, will be commenced and maintained only in a state
or federal court of competent subject matter jurisdiction situated or located in Albemarle County, Virginia,
United States or the City of Charlottesville, Virginia, United States and the applicable appellate courts
therefrom. YOU AND ARK CONNECT LLC BOTH CONSENT TO THE EXCLUSIVE PERSONAL
JURISDICTION OF AND VENUE IN ANY SUCH COURT AND IRREVOCABLY WAIVE, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION (INCLUDING
WITHOUT LIMITATION ANY OBJECTION BASED ON INCONVENIENT FORUM) WHICH YOU
OR WE MAY NOW OR HEREAFTER HAVE TO VENUE IN ANY SUCH COURT.
15.5. Service of Process. To the fullest extent permitted by law, if your Account Information
does not contain your current and accurate physical address (or if we are unable, after reasonable efforts,
to effect service of process on you at such physical address), you hereby irrevocably agree to accept
service of process by any means of communication associated with your User Account or through any
contact information in your Account Information, including without limitation, service by U.S. mail,
e-mail, SMS, push notifications, or alerts displayed or sent to you through The Ark Connect Platform, or
social media messages, posts, or tweets, and you waive any objections to service of process by such
methods.
15.6. Time Period for Bringing Claims. TO THE FULLEST EXTENT PERMITTED BY
LAW: YOU MUST COMMENCE OR FILE ANY CLAIM, COUNTERCLAIM, OR ACTION ARISING
OUT OF OR RELATING TO (A) THIS AGREEMENT, (B) THE ARK CONNECT PLATFORM, THE
ARK CONNECT MATERIALS, OR ANY OF THE ARK CONNECT SERVICES (OR THE USE OF
ANY OF THE FOREGOING BY YOU OR ANY OTHER PERSON), (C) THE PERFORMANCE OR
NON-PERFORMANCE BY US OF ANY OF OUR OBLIGATIONS UNDER THIS AGREEMENT, OR
(D) ACTUAL OR ALLEGED INFRINGEMENT BY ANY OF THE ARK CONNECT PARTIES, THE
ARK CONNECT MATERIALS, OR THE ARK CONNECT SERVICES OF ANY INTELLECTUAL
PROPERTY RIGHTS, WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES,
OTHERWISE, SUCH CLAIM OR CAUSE OF ACTION IS PERMANENTLY BARRED. TO THE
FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE THE RIGHT TO
COMMENCE, FILE, OR MAINTAIN ANY SUCH CLAIM, COUNTERCLAIM OR ACTION UNDER
ANY LONGER STATUTE OF LIMITATIONS.
15.7. Waiver of Jury Trial. You and we desire to avoid the additional time and expense related
to a jury trial of any claims or disputes arising under this Agreement. THEREFORE, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW THAT CANNOT BE WAIVED: YOU AND WE
IRREVOCABLY AND UNCONDITIONALLY WAIVE AND COVENANT THAT YOU AND ARK
CONNECT LLC WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT, OR
OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING,
CAUSE OF ACTION, CLAIM, OR COUNTERCLAIM (WHETHER BASED IN TORT, BREACH OF
CONTRACT, OR OTHERWISE) ARISING IN WHOLE OR IN PART UNDER, OR IN CONNECTION
WITH, (A) THIS AGREEMENT, (B) THE ARK CONNECT PLATFORM, THE ARK CONNECT
MATERIALS, OR ANY OF THE ARK CONNECT SERVICES (OR THE USE OF ANY OF THE
FOREGOING BY YOU OR ANY OTHER PERSON), (C) THE PERFORMANCE OR
NON-PERFORMANCE BY US OF ANY OF OUR OBLIGATIONS UNDER THIS AGREEMENT, OR
(D) ACTUAL OR ALLEGED INFRINGEMENT BY ANY OF THE ARK CONNECT PARTIES, THE
ARK CONNECT MATERIALS, OR THE ARK CONNECT SERVICES OF ANY INTELLECTUAL
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PROPERTY RIGHTS. YOU AND WE AGREE THAT YOU OR ARK CONNECT LLC MAY FILE A
COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING,
VOLUNTARY, AND BARGAINED-FOR AGREEMENT BETWEEN YOU AND ARK CONNECT
LLC. YOU AND WE FURTHER AGREE TO IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY
JURY IN ANY SUCH ACTION AND ANY SUCH ACTION WILL INSTEAD BE TRIED IN A
COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. YOU AND
WE ACKNOWLEDGE AND AGREE THAT THE FOREGOING WAIVER AND COVENANT ARE
KNOWINGLY, FREELY, AND VOLUNTARILY GIVEN, ARE DESIRED BY BOTH YOU AND ARK
CONNECT LLC, AND ARE IN THE INTEREST OF BOTH PARTIES. YOU CERTIFY AND
ACKNOWLEDGE THAT: (1) NONE OF THE ARK CONNECT PARTIES HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT WE WOULD NOT SEEK TO ENFORCE THE FOREGOING
WAIVER IN THE EVENT OF A LEGAL ACTION; (2) YOU HAVE CAREFULLY CONSIDERED
THE IMPLICATIONS OF THIS WAIVER; (3) YOU ARE MAKING THIS WAIVER KNOWINGLY
AND VOLUNTARILY; AND (4) YOU HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS IN THIS SECTION.
16. Notice to Us. Except as otherwise provided herein or as otherwise directed by us from time to time,
you may provide notice to us in writing at the following address: Ark Connect LLC, PO Box 1467,
Waynesboro, Virginia 22980, and such notice will be deemed given only when we actually receive it.
17. Force Majeure. We will not be deemed in violation of this Agreement if we are prevented from
performing any of our obligations under this Agreement by reason of any of the following (each, a “Force
Majeure Event” ): acts of God; fire, earthquake, tsunami, volcanic eruption, windstorm (including tornado
or hurricane), or other natural disasters; epidemics, pandemics, or other outbreaks of disease; war,
invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, or
explosion; government order or law; actions, embargoes or blockades; action by any government
authority; national, state, or local emergency; strikes, labor stoppages or slowdowns or other industrial
disturbances; shortage of adequate utility services or transportation facilities; Internet,
telecommunications, or AWS slow-downs, disruptions, delays, or failures; any other events or
circumstances which are not within our reasonable control. The provisions of this paragraph apply to any
Force Majeure Event, whether in effect now or occurring at any time in the future, and regardless of
whether such Force Majeure Event was known or was foreseeable.
18. Termination. We reserve the right, without any liability to you, to Remove your User Content (in
whole or in part), to modify, disable, or delete your username, to suspend, close, delete, or terminate your
User Account, or to suspend or terminate your permission to access and use The Ark Connect Platform or
The Ark Connect Services for violation of this Agreement (including our Policies) or for any other reason.
If you wish to end your relationship with us, you may close your User Account at any time. We reserve
the right to retain historical records and information related to your User Account for financial, security,
legal, and other purposes. This Agreement and all rights, licenses, and permissions granted by us to you
will automatically terminate upon the suspension, closing, deletion, expiration, or termination of your
User Account or of this Agreement. Any termination, cancellation, or expiration of this Agreement
notwithstanding (and notwithstanding the suspension, closing, deletion, or termination of your User
Account or your stopping using The Ark Connect Services), Sections 8.6, 9, 10, 11, 12, 13, 14, 15, 16,
and 19, and any provisions which are by their terms intended to survive and continue, will survive and
continue in force.
19. Miscellaneous. Nothing in this Agreement will be construed as creating any partnership, joint
venture, franchise, employment relationship, or agency relationship in any way between you and any of
the Ark Connect Parties. You will not have apparent or actual authority to bind any of the Ark Connect
Parties to any debt, contract, or other arrangement. This Agreement (including our Policies) constitutes
the entire agreement between you and Ark Connect LLC pertaining to the subject matter hereof and
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supersedes all prior and contemporaneous agreements between you and us pertaining to the subject matter
hereof. If any term or provision of this Agreement (including our Policies) is finally determined by a court
of competent jurisdiction to be void, unenforceable, invalid, or otherwise contrary to law or equity, such
provision will be enforced to the extent permitted by law, and such determination will not affect any other
term or provision of this Agreement. No waiver of any term or condition of this Agreement by any party
will be deemed a continuing or further waiver of the same term or condition or a waiver of any other term
or condition of this Agreement. This Agreement is personal to you. Except for the third-party access
permissions granted by you pursuant to Section 9.3 above, nothing in this Agreement is intended, or will
be deemed, to confer any rights or remedies upon any person other than you and the Ark Connect Parties.
You will not assign, delegate, or subcontract any of your rights or obligations under this Agreement
without our prior written consent, and any attempt to do so without such consent will be void. You
acknowledge and agree that we may assign, delegate, or subcontract any or all of our rights or obligations
hereunder. Subject to the foregoing, this Agreement will inure to the benefit of, and be binding upon, the
parties hereto and their respective successors and permitted assigns.
20. Contacting Us. If you have any questions about this Agreement, our Policies, The Ark Connect
Services, or your User Account, you may contact us by e-mail at ___________.
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