Terms of Service

These Terms of Service (the "Terms") are a contract between you and Arct Technology LLC ("Arct Cloud", "we", "us" or "our"). They govern your use of the Platform and the Services.

If you accepted an earlier version of these Terms, this version applies to you on the effective date in the change notice we send you under section 18, at least 30 days after that notice unless a shorter period is allowed by section 18.4. The update date above does not replace that notice or change an existing contract by itself.

Please read these Terms carefully. Section 17 contains a binding individual arbitration agreement and a waiver of class actions and jury trials, which apply to you unless you are an EU/UK Consumer or you opt out under section 17.9. Sections 14 and 15 disclaim warranties and limit our liability, to the extent the law allows.

Definitions

• "Account" means your customer account in the Console.
• "Console" means console.arct.cloud, where you order and manage the Services.
• "Platform" means arct.cloud, console.arct.cloud, docs.arct.cloud, our API and related subdomains.
• "Services" means the virtual servers and related infrastructure, add-ons and support we provide. A "Server" is one virtual server you order.
• "Customer Content" means data, software and other content that you or your End Users store, run or transmit on the Services.
• "End User" means anyone who uses the Services or accesses Customer Content through you, including your staff, contractors and customers.
• "Order" means each purchase of Services, including add-ons, resizes and renewals.
• "Consumer" means an individual who uses the Services for purposes outside their trade, business, craft or profession. An "EU/UK Consumer" is a Consumer who lives in a member state of the European Union or in the United Kingdom.
• "Business Customer" means any customer that is not a Consumer.
• "Agreement" means these Terms, the documents listed in section 1.2 and any order form signed by both parties.

1. Agreement and formation

1.1 How you accept these Terms

These Terms take effect when you click the acceptance control at sign-up, otherwise indicate that you accept them, or use the Services. By accepting, you agree to recurring billing: each invoice is charged automatically to your saved payment method, as section 3 describes. A person acting for a business must have authority to bind it. If you do not agree, do not create an Account or use the Services.

1.2 Documents that form part of the Agreement

The following documents are part of the Agreement. Each applies in its version dated October 19, 2026, as later changed under section 18.

• Service Terms: backups, snapshots, resizing, IP addresses, DDoS mitigation, outbound email ports and Windows images.
• Acceptable Use Policy (the "AUP"): what you may and may not run on the Services.
• DMCA Copyright Policy: copyright notices, counter-notices and repeat infringers, as part of the AUP.
• Crypto Payment Terms: payments made with cryptocurrency.
• Promotional Credit and Discount Terms: free promotional credits, coupons and discounts, when an offer applies.
• Data Processing Agreement (the "DPA"): our processing of personal data in Customer Content.

1.3 Privacy Policy

Our Privacy Policy explains how we handle personal data as a controller, including the data in your Account. It is an information notice and is not part of the Agreement. Section 2.6 sets out what you agree to about your account data.

1.4 Order of precedence

If documents in the Agreement conflict, the first in this list prevails:

1. the applicable EU standard contractual clauses and mandatory UK Addendum provisions, which prevail over every other agreement, including a signed agreement or order form;
2. the DPA, for the processing of personal data;
3. a written agreement or order form signed by both parties, for the other matters and Services it covers;
4. the Service Terms, the Crypto Payment Terms and the Promotional Credit and Discount Terms, each for its own subject;
5. these Terms;
6. the AUP and other policies we publish.

1.5 Purchase orders and other terms

Terms in your purchase orders, vendor-registration forms, supplier portals or similar documents do not apply, even if we sign, accept or process those documents. They apply only if a written agreement signed by both parties expressly says so.

1.6 Who you contract with

Your contract is only with Arct Technology LLC. Its members, managers, employees, contractors and agents are not parties to it.

2. Accounts

2.1 Eligibility

You must be at least 18 years old and able to form a binding contract. The Services are not directed at anyone under 18. You may use the Platform and the Services only where that use is lawful for you. You are responsible for determining, before you use them, whether the laws that apply to you permit that use, and your right to use them does not extend to any use that applicable law prohibits. You may not create or use an Account if we have terminated an Account of yours for breach of the Agreement, while an Account of yours is suspended for breach, or to avoid a restriction we have applied, unless we agree in writing.

2.2 Business accounts

If you accept these Terms for a company or other organisation, you confirm that you have authority to bind it. The organisation is then the customer and "you" in these Terms. If you do not have that authority, you are personally bound by the Agreement and responsible for the obligations under it.

2.3 Accurate information

Give accurate and complete information when you sign up and order, including your name, email address, payment details, country and whether you buy as an individual or for a business. Keep it up to date. Tell us promptly if your payment card is cancelled or can no longer be used. If information you give is untrue, inaccurate or incomplete, or we have reasonable grounds to suspect that it is, we may act under sections 2.5 and 10.

2.4 Account security

• Keep your sign-in credentials, SSH keys and API tokens secure and confidential. Use strong, unique passwords and appropriate access controls, and give access only to persons whose trustworthiness you have verified. Do not share your sign-in credentials with anyone you have not authorised to act for you.
• Except as the last point in this section provides, you are responsible for all activity under your Account, including activity by your staff, contractors and End Users and by anyone using your credentials, SSH keys or API tokens, whether or not you authorised it.
• Report a suspected compromise of your Account to security@arct.cloud without delay.
• We may require you to change credentials, and we may revoke or disable credentials, API tokens or sessions, that we reasonably believe are compromised or insecure.
• To the extent the law allows, we are not liable for loss arising from unauthorised use of your Account or credentials, unless it results from our breach of the Agreement.
• If you are a Consumer, you are not responsible for charges from unauthorised use that happens after you report a compromise to us, unless you acted fraudulently or with gross negligence.

2.5 Verification

We may ask you to verify your identity, your payment method or your business, for example with a photo ID, proof of card ownership or a business registration. Until verification is complete, we may decline or delay Orders or suspend the Services. If you do not complete verification within the time we state, we may cancel Orders not yet provisioned or end the Services under section 10. We handle verification data as the Privacy Policy describes.

2.6 Account data and cookies

An Account needs cookies and local storage that are strictly necessary for sign-in, your session and security. When you sign up, you agree that we process your account data to provide the Services and share it with the third-party providers we need to provide them, as the Privacy Policy and our Subprocessors page describe. Analytics and advertising cookies follow the choices you make under the Cookie Policy.

3. Fees, billing and renewal

3.1 Prices

Prices are shown on our pricing page and at checkout, in US dollars unless stated otherwise. The price confirmed at checkout applies to the billing period you pay for.

3.2 Prepaid billing periods

Fees for each Server and its add-ons are paid in advance for the billing period you choose from the billing periods shown at checkout. A billing period starts when we confirm your payment.

3.3 Payment methods

We accept Visa and Mastercard cards, the cryptocurrencies offered at checkout and account credit (section 3.13). Third-party payment processors handle payments, and their terms also apply to your payment. We do not hold full card numbers. The Crypto Payment Terms apply to cryptocurrency payments. You authorise us and our processors to charge your payment method for all fees and charges due under the Agreement, including applicable taxes. To the extent the law allows, we are not responsible for the acts or omissions of payment processors, card networks, banks or wallet providers. You are responsible for any fees that your bank, card issuer or wallet provider charges you.

3.4 Automatic renewal for card plans

If you pay by card, each Server's plan renews automatically at the end of each billing period for a new period of the same length. We charge your saved card the renewal price until you cancel. The renewal price is the price shown at checkout, as changed under section 3.7. You can cancel in the Console at any time before the renewal date. Cancelling stops the next renewal, and the Server runs until the end of the period you have paid for (section 4).

3.5 Renewal by invoice for crypto and account credit plans

If you pay with cryptocurrency or account credit, your plan does not renew automatically. Before each billing period ends, we email a renewal invoice to the email address on your Account (the "account email"). To keep the Server, pay the invoice by its due date. If you turn on auto pay, account credit pays the renewal invoice on its due date when it covers the full amount (section 3.13). A renewal invoice not paid by its due date is treated as a failed payment under section 3.10.

3.6 Renewal reminders

For card plans with a billing period of 12 months or longer, we email you between 15 and 45 days before each renewal. The email states that the plan renews unless you cancel, the renewal date, the billing period, the amount and how to cancel in the Console. If you are a Consumer living in France, we also send the renewal notice that article L215-1 of the French Consumer Code requires, within the period it sets. We also email you before a price change takes effect (section 3.7).

3.7 Price changes

We may change prices for future billing periods. Before a new price applies to an existing plan, we email you the new price, the date it applies and how to cancel. For card plans, a notice reaches you between 7 and 30 days before the first renewal at the new price; if we sent an earlier notice, we send a reminder in that window. Prices do not change during a billing period you have already paid for. If you do not accept a new price, cancel before that renewal. Where the law requires your consent to a price change, for example in New York, we ask for that consent before we charge the new price. A price change does not give a right to a refund. We do not give price protection, refunds or credits when we lower a price or run a promotion.

3.8 Usage and add-on charges

Some charges depend on your use and are not part of the prepaid plan price:

• outbound transfer beyond your plan's allowance, at the per-GB rate on the pricing page;
• snapshot storage, at the per-GB monthly rate on the pricing page, for as long as you keep each snapshot, including after the Server is deleted;
• the backup add-on, charged as a share of the Server price shown on the pricing page while it is enabled.

We collect usage charges with your next invoice or charge. Card payers are charged to the saved card. Crypto payers receive the charges on their next invoice.

3.9 Resizing

You can move a Server to a larger plan. Resizing works in one direction only: a plan and its disk can grow but cannot shrink. The Server keeps its IP addresses and data and needs a restart. The prorated price difference for the rest of the current billing period is charged immediately. The Service Terms describe resizing in full.

3.10 Failed and late payments

You are responsible for paying every invoice, and for tracking your invoices and their due dates, before the due date. If any invoice on your Account is not paid by its due date, including a renewal, order, resize, snapshot or usage invoice and a failed card payment:

• we suspend your Account. Suspension covers every Server on the Account and can cut network access and stop Servers;
• usage charges, including snapshot storage, keep accruing during suspension;
• on day 21 after the due date, we permanently delete all Servers, backups, snapshots and other data on the Account.

If you pay all overdue invoices on your Account before day 21, we lift the suspension. We are not responsible for loss of data deleted under this section. Amounts you owe remain due after deletion, except that we cancel the unpaid renewal of each deleted Server: you owe usage charges incurred before suspension and fees only for the days the Server was available in the new billing period.

3.11 Taxes

• If you are a Consumer in the EU, the EEA, the UK or another country whose law requires tax-inclusive prices, the price shown before you order includes the VAT or GST we must charge.
• Otherwise, prices exclude taxes unless stated otherwise, and where the law requires, we add VAT, GST, sales tax or similar taxes based on your location.
• Business Customers must give a valid VAT or other tax ID where one applies, and account for VAT under the reverse-charge rules where those rules apply.
• Keep your billing location accurate. If you give incorrect location or tax details, you are responsible for the resulting tax, interest and penalties, as far as the law allows.
• If the law requires a Business Customer to withhold tax from a payment to us, the Business Customer increases the payment so that we receive the amount we would have received without the withholding.
• Each party pays the taxes on its own income.

3.12 Promotions

Promotional codes, discounts and credits apply as stated in the offer and are subject to the Promotional Credit and Discount Terms. Unless the offer or those terms say otherwise:

• a discount applies to the first payment only, and renewals are at the renewal price shown at checkout;
• each customer may use one promotion, and promotions cannot be combined;
• promotions and promotional credits have no cash value and cannot be sold, transferred or refunded;
• promotional credits expire on the date stated in the offer, or as the Promotional Credit and Discount Terms otherwise provide, and do not pay taxes.

We may end a promotion for future redemptions, subject to the offer. We honour valid redemptions on their disclosed terms, subject to the Promotional Credit and Discount Terms. Established misuse and correction of a billing error follow the Promotional Credit and Discount Terms; ending an offer alone does not create a retrospective charge or remove purchased account credit.

Our Promotional Credit and Discount Terms govern free promotional grants and discounts. They do not change the value of account credit you buy under section 3.13.

3.13 Account credit

• You can add account credit to your Account by card, Alipay or cryptocurrency. Account credit is held in US dollars.
• You can use account credit only for Services on your Account: new orders, invoices and resizes. Each payment uses one payment method for the full amount.
• Account credit is a prepaid balance usable only for our Services. It is not a bank account, earns no interest, cannot be transferred to another Account or person, and does not expire. Promotional grants are separate and follow the offer and our Promotional Credit and Discount Terms.
• Each payment to add credit must be between the minimum and maximum shown at checkout, and your balance cannot go over the maximum balance shown there. New Accounts may have a lower daily limit. We may change these limits for future payments.
• Cryptocurrency payments to add credit are credited at the US dollar value our payment processor reports as received, up to the amount you chose (more if you overpay, once your Account has paid an invoice by card or cryptocurrency) and up to the maximum balance. We contact you about any amount we do not credit.
• If you turn on auto pay, account credit pays eligible invoices on their due date when it covers the full amount. Otherwise it pays only when you choose it.
• Unused paid account credit is non-refundable and is not paid out, including when your Account closes or is deleted.
• We may correct mistakes in your account credit by adding or removing amounts. If a payment that added credit is reversed or disputed, we remove that amount from your account credit; any part already spent remains owed.
• Paying with account credit does not remove any tax due on the underlying Services. Any tax required on a payment to add credit or on its redemption is handled under section 3.11.
• Nothing in this section affects the statutory rights of Consumers.

3.14 Collection costs and set-off

• If you do not pay an amount when it is due, you will reimburse our reasonable costs of collecting it, including collection agency fees, reasonable attorneys' fees and court or arbitration costs, to the extent the law allows. If you are a Consumer, you pay these costs only where, and to the extent that, the law where you live permits.
• If we receive less than the full amount of an invoice or charge because of bank charges, transfer or conversion fees or similar deductions, we may invoice you for the shortfall. The Crypto Payment Terms govern shortfalls in cryptocurrency payments.
• A Business Customer pays all amounts due without set-off, counterclaim or deduction, except as the law requires. To the extent the law allows, we may set off any overdue amount a Business Customer owes us against any amount we owe it under the Agreement.

4. Cancellation, refunds and chargebacks

4.1 Cancelling a Server

You cancel a Server in the Console. It keeps running until the end of the billing period you have paid for. At the end of that period, the Server and its backups are permanently deleted and removed from the Console. The Console warns you about this data loss before you confirm. Snapshots are separate: they remain, and are billed, until you delete them. Export any data you need before the period ends. If delete protection, a pending operation or a billing state prevents cancellation in the Console, send a clear cancellation request to support@arct.cloud before renewal. We use the time we receive that request to stop the next renewal. You do not have to pay an existing debt to stop future renewal; amounts already owed remain payable.

4.2 Deleting a Server immediately

You can also delete a Server at any time. Deletion is immediate and permanent, and the Server's backups are deleted with it.

4.3 Refunds

We do not offer refunds. All sales are final. This applies to all fees, including fees for unused time in a billing period, for Services you do not use and for Services that are suspended or terminated under the Agreement. Nothing in this section excludes a right to a refund or a right of withdrawal that mandatory consumer law gives a Consumer and that cannot be excluded by contract. Any such right applies only to the extent that law requires.

4.4 Chargebacks and payment disputes

We encourage you to contact support before disputing a charge with your bank or card issuer. This is not a condition of disputing a charge. While a dispute is open, we may suspend the disputed Service. If a payment is reversed, the amount remains owed. If you dispute a payment that added credit, we remove the disputed amount from your account credit; any part already spent remains owed. We terminate an Account over a dispute only if the dispute is fraudulent or abusive. This does not limit section 3.10 where a reversed amount remains unpaid. If you are a Business Customer, you reimburse any fee our payment processor charges us for a dispute that is decided in our favour or that you withdraw.

5. The Services

5.1 Unmanaged service

The Services are unmanaged. You have full administrative access to your Servers and are responsible for everything that runs on them, including installing, configuring, securing, updating and backing up the operating system, software and data.

5.2 Support

Support covers the Platform and our infrastructure: the Console, billing, provisioning, the network, and the hardware and virtualisation layer under your Servers. It is available 24/7 through the ticket system in the Console, and at support@arct.cloud. Support does not include work inside your Servers, such as installing or configuring software, troubleshooting applications or migrating data. We do not commit to response times.

5.3 No service level agreement

We do not offer a service level agreement and do not guarantee any level of uptime. If an outage we cause affects your Servers, we may give a service credit at our discretion. Outages do not give a right to a refund. These are not outages we are responsible for:

• planned or emergency maintenance under section 5.4;
• null-routing during an attack under section 5.5;
• suspensions under these Terms;
• problems caused by your software, configuration or End Users, or by networks outside our control.

Any service credit we choose to give has no cash value and cannot be transferred or exchanged for cash. For a Business Customer, a service credit, if we give one, is the sole and exclusive remedy for an outage or other unavailability of the Services.

If you are a Consumer, this section does not limit your statutory rights when a service is not supplied as agreed or with reasonable care and skill.

5.4 Maintenance

We maintain, patch and upgrade our infrastructure. Where practical, we email you before planned maintenance that may interrupt your Servers. We may carry out emergency work, such as security fixes and repairs, without notice.

5.5 DDoS protection

DDoS protection is included on every plan. If an attack exceeds our mitigation capacity, we may block all traffic to the attacked IP address (null-routing) for as long as we consider necessary to protect the network, our customers or third parties, as the Service Terms describe. Null-routing to protect the network is not an outage we are liable for. We do not warrant that DDoS protection will detect, mitigate or prevent every attack, or that mitigation will not affect legitimate traffic.

5.6 IP addresses

IP addresses we assign remain ours or our providers'. You do not own them and cannot transfer them. We may change a Server's IP addresses after notice by email, or without notice in an emergency, such as to stop an attack or to comply with the law. After a Server is deleted, its IP addresses may be assigned to someone else.

Your right to use an assigned IP address ends when the Server it is assigned to is deleted or the Services end. You must not use, announce or route IP addresses that we have not assigned to your Servers, unless we agree in writing. We do not guarantee the reputation of any IP address, or that it is not listed by third-party blocklists, reputation services or geolocation databases, and we are not responsible for how third parties treat traffic from it.

5.7 Capacity

Each Order depends on available capacity in the location you choose. We do not guarantee that any plan, location, operating system image or feature will be available for a new Order or will remain available for future Orders.

5.8 Changes to the Services

We may, in our sole discretion, add, change, suspend or remove features, plans, locations, operating system images and other parts of the Platform and the Services at any time. Before we retire a location, plan or feature that you pay for, we endeavour to give as much advance notice by email as is reasonably practicable, offering a migration path where one is available. We are not required to give advance notice where a change is needed to address an emergency, a security risk or a risk of harm to the Platform, the Services, our customers, third parties or us; to respond to a claim, litigation or the loss of rights relating to third-party intellectual property; or to comply with law or the order of a competent authority. To the extent the law allows, we are not liable to you or any third party for exercising our rights under this section. This section does not limit any right an EU/UK Consumer has under law to end the contract when a change affects them negatively.

5.9 Service Terms

The Service Terms apply to service availability and service credits, account limits, preview features, protective technical measures, backups, snapshots, resizing, IP addresses, DDoS mitigation, network use, outbound email ports, Windows images and other operating system images.

5.10 Beta and preview features

We may make available features, plans, locations, images or services that are labelled alpha, beta, preview, early access, experimental or similar, or that are otherwise not generally available ("Beta Services"). Beta Services:

• may be subject to additional terms, usage limits or eligibility requirements that we make available with them;
• may change, be suspended or be discontinued at any time, with or without notice, and may never become generally available;
• may have limited or no support, and data stored in or processed by them may be lost, deleted or made inaccessible, including when a Beta Service ends; and
• are not intended for production use or for regulated or critical data.

We may suspend or end your access to a Beta Service at any time. Your observations, test results and suggestions about a Beta Service are Feedback under section 12.3. Non-public information about a Beta Service is our confidential information under section 19.13.

TO THE EXTENT THE LAW ALLOWS, BETA SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND, AND OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO A BETA SERVICE IS LIMITED TO THE AMOUNT YOU PAID US FOR THAT BETA SERVICE IN THE ONE MONTH BEFORE THE EVENT GIVING RISE TO THE CLAIM. If you are a Consumer, this section does not limit your statutory rights for a Beta Service you pay for.

6. Customer Content and data

6.1 Ownership

You keep all rights in Customer Content. We do not claim ownership of it.

6.2 Licence to us

You grant us a non-exclusive, royalty-free licence to host, store, copy, transmit and otherwise process Customer Content only as needed to provide the Services to you, to act under section 6.4 and to comply with the law. The licence ends when the Customer Content is deleted from the Services, except for copies we must keep under section 6.10.

6.3 Your responsibility for Customer Content

You are solely responsible for Customer Content and for the development, operation, maintenance, moderation, security and support of everything that you and your End Users run on the Services. You represent and warrant, and must continue to ensure, that:

• you have all rights, licences and consents needed for Customer Content, including for third-party software you run, and to grant the licence in section 6.2;
• Customer Content, and its use by you and your End Users, complies with the law, the Agreement and the AUP; and
• Customer Content and its use do not infringe, misappropriate or violate any intellectual property, privacy, publicity or other right of any person, are not defamatory, and do not cause us to breach any law or third-party right.

If Customer Content includes personal data about others, you give them the privacy notices and obtain the consents the law requires. Except for our obligations under the DPA, and to the extent the law allows, we are not responsible or liable for Customer Content or for the activity of your End Users.

6.4 When we access Customer Content

We access, preserve or disclose Customer Content only where we reasonably believe it is necessary to:

• comply with applicable law, regulation or valid legal process, or respond to an enforceable request of a competent authority;
• enforce the Agreement, including by investigating potential breaches of it or of the AUP;
• detect, prevent or address abuse, fraud, security or technical issues;
• act on a support request you make, within its scope;
• act on your instructions or with your consent;
• make reports that the law requires or permits, including reports to the National Center for Missing & Exploited Children; or
• protect the rights, property or safety of Arct Cloud, our customers or the public, including the life or physical safety of any person.

The Law Enforcement Guidelines page explains how we handle requests from authorities.

6.5 No general monitoring

We do not monitor Customer Content generally. We monitor network traffic and resource use to operate the Services, run DDoS protection and enforce the AUP, and we act on the reports and orders we receive. Nothing in the Agreement obliges us to monitor or review Customer Content or the activity of your End Users, and you remain solely responsible for both. We may use filters and other technical measures to protect the Platform, our network and third parties, and we may cooperate with network operators, abuse and security teams and competent authorities to address abuse of the Services.

6.6 Usage Data

"Usage Data" means information about your use of the Services, such as resource configuration, metrics, logs and billing records. It is not Customer Content. We keep logs, for example access, security, network and billing records, to run, secure and maintain the Services. We use Usage Data to operate, secure, bill for, support and improve the Services and to comply with the law. Where Usage Data is personal data, the Privacy Policy describes how we handle it. Do not put personal, confidential or sensitive information in Server names, labels, hostnames or other resource metadata. Information you put there is Usage Data.

6.7 Keep your own backups

The backup add-on backs up a Server once a day into 7 backup slots. When all 7 slots are full, the next backup replaces the oldest one. Backups are deleted with their Server. Backups and snapshots are stored encrypted.

Keep your own independent copies of Customer Content outside the Services. You are solely responsible for the integrity, preservation and backup of Customer Content, whether or not you use the backup add-on or snapshots, and we are not obliged to keep any copy of Customer Content except as the Agreement or the law requires. If you use our backup add-on, we run it with reasonable care, but we do not promise that any backup will be complete, current or restorable. If a backup fails, we may give a service credit at our discretion. We do not refund backup fees. For a Business Customer, this is the only remedy for a failed backup. Consumers keep their statutory rights.

6.8 Personal data and the DPA

When Customer Content includes personal data covered by the GDPR, the UK GDPR, Swiss data protection law or the California Consumer Privacy Act, we process it as your processor or service provider under the Data Processing Agreement. The DPA applies automatically and forms part of the Agreement. We act as a controller for account, billing, support and website data, and for our own abuse, security, fraud-prevention and legal-compliance processing, as the Privacy Policy describes.

6.9 Data location

A Server's primary disk stays in the location you select when you deploy it. Account and billing data is processed in the United States and by the providers listed on our Subprocessors page. We do not move a Server's primary disk to another location unless you ask us to, you accept a migration we offer under section 5.8, or the law requires it. You consent to the storage and processing of Customer Content in the location you select, and you are responsible for confirming that storing and transferring Customer Content there is lawful for you.

We are a US company and subject to US law, including the CLOUD Act. The Law Enforcement Guidelines page describes the jurisdiction of our infrastructure and how we respond to government requests.

6.10 Deletion

Deletion is permanent. We cannot recover deleted Servers, backups or snapshots. We may keep data longer where the law requires us to preserve it, for example under a preservation request or the law on reporting child sexual abuse material. We keep billing records for the periods the law requires. A switching request under section 11 pauses these timelines.

6.11 Our role as a hosting provider

We provide hosting and network services. We do not create, select or edit Customer Content. Nothing in the Agreement waives any protection we have as a provider of an interactive computer service under 47 U.S.C. section 230, as a service provider under the Digital Millennium Copyright Act, as a hosting service under the EU Digital Services Act, or under comparable laws. To the extent the law allows, we are not liable to you or your End Users for action we take in good faith to remove, disable access to or restrict Customer Content or a Server that we reasonably believe breaches the Agreement, the AUP or the law.

As 47 U.S.C. section 230(d) requires, we notify you that parental control protections, such as computer hardware, software and filtering services, are commercially available and may help you limit access to material that is harmful to minors. The US Federal Trade Commission publishes consumer information about these protections at consumer.ftc.gov. On request to support@arct.cloud, we give you information identifying current providers of them.

7. Shared responsibility and regulated data

7.1 What we secure

We are responsible for the security of the data center facilities we use (through their operators), our network, the hardware, the virtualisation layer under your Servers, the Console and the API.

7.2 What you secure

You are responsible for everything inside your Servers: the operating system and its updates, software, firewall and access settings, credentials and keys, user accounts, encryption of your data and your backups. You are also responsible for meeting the legal duties that apply to your data and your End Users. Our DDoS protection and network controls do not secure the software on your Servers. To the extent the law allows, we are not liable for loss or harm that results from your failure to secure your Servers, credentials or Customer Content.

7.3 Security incidents

If you become aware of a security incident that affects the Services, other customers or third parties, including unauthorised access to your Account or credentials, report it to security@arct.cloud promptly. You must cooperate with any investigation or legal action that we or competent authorities take about it, including by giving information we reasonably request. We may isolate a compromised Server under section 10. To the extent the law allows, we may share information about an incident involving your Account or Servers with affected network operators, abuse and security teams and competent authorities, as needed to investigate or resolve it. The DPA governs personal data breaches affecting Customer Content in our systems.

7.4 Regulated data

Unless a signed addendum with us allows it, do not store or process on the Services:

• protected health information covered by the US Health Insurance Portability and Accountability Act (HIPAA);
• payment card data covered by the Payment Card Industry Data Security Standard (PCI DSS);
• technical data controlled under the US International Traffic in Arms Regulations.

We do not sign business associate agreements and do not hold PCI DSS validation. EU financial entities that need contract terms under the Digital Operational Resilience Act must agree them with us in writing before use. You decide whether the Services meet the legal and regulatory requirements that apply to your data. We make no representation that the Services meet the requirements of any law, regulation or industry standard that applies to your data or your business.

8. Acceptable use

8.1 Acceptable Use Policy

You must use the Services lawfully and follow the Acceptable Use Policy. In summary, the AUP prohibits:

• child sexual abuse material (including computer-generated material), non-consensual intimate imagery, and terrorist or violent extremist content;
• malware, phishing, botnets and command-and-control servers, attacks on other systems, and scanning or probing without authorisation;
• open proxies, open mail relays, open recursive DNS resolvers, Tor exit nodes and similar open network services;
• spam, fraud, impersonation and intellectual property infringement;
• cryptocurrency mining of any kind;
• sustained 100% CPU use on any tier or plan, and excessive use of shared system resources.

A personal VPN for your own lawful use is allowed. The AUP sets out the full rules. A breach of the AUP by you or your End Users is a breach of the Agreement.

8.2 Your End Users

You are responsible for your End Users and for anyone using your Account or Servers, and their acts and omissions are treated as yours under the Agreement. You must:

• ensure that your End Users comply with the Agreement and the AUP, and inform your staff, contractors and others who use the Services through you of the parts of the Agreement that apply to them;
• give your End Users terms that protect us at least as much as the AUP;
• keep a working abuse contact; and
• act on complaints we forward to you within the time stated in our notice.

8.3 Resale

You may resell the Services and host services for third parties. When you do, you remain responsible for payment and for compliance with the Agreement, and section 8.2 applies to your customers. Your customers do not gain a contract with us. You must not present yourself as Arct Cloud, and we give support only to you. You must not resell to anyone covered by section 9. You are solely responsible for support, billing, notices and claims of your customers, and for complying with the laws that apply to the services you provide to them, including notice-and-takedown, data protection and consumer laws. If you rely on a copyright safe harbor for material your customers store, you are responsible for meeting its conditions, including designating your own agent where the law requires.

8.4 Reports and security testing

Report abuse through our Report abuse page. Send copyright notices under the DMCA Copyright Policy. Do not scan, test or exploit the security of our Platform, or access other customers' data or our systems and data, without our written permission. Report vulnerabilities and security issues to security@arct.cloud.

9. Sanctions and export control

9.1 Laws that apply

The Services are subject to US sanctions and export control laws, including those administered by the Office of Foreign Assets Control and the Export Administration Regulations, and to the sanctions laws of the European Union and the United Kingdom.

9.2 Your confirmations

You confirm, and must continue to ensure, that:

• you are not located in, ordinarily resident in or organised under the laws of a country or region subject to comprehensive or territorial sanctions under US, EU or UK law;
• you are not on the Specially Designated Nationals and Blocked Persons List, the EU consolidated financial sanctions list or the UK Sanctions List, and you are not owned 50% or more, directly or indirectly, or controlled by one or more listed persons;
• you will not give access to, or resell the Services to, any person described above;
• you will not use the Services for an end use prohibited by export control law, or export or re-export anything in breach of it. You are responsible for any export licence your data or software needs.

Tell us immediately if any of these confirmations stops being true.

9.3 What we may do

We may ask for information needed for sanctions checks and must carry out the screening and restrictions required by applicable law. We may block access from sanctioned territories. We may refuse, suspend or terminate the Services, and block or hold funds as the law requires, without liability to you. While the law requires funds to be blocked, we do not refund them.

10. Suspension and termination

10.1 Ending the Services yourself

You can cancel or delete Servers under section 4. You can ask us to delete your Account and its data at any time through a ticket or at support@arct.cloud. When we delete the Account, we delete all Servers, backups, snapshots and other data on it, except data we must keep by law (section 6.10). We do not refund prepaid fees for the deleted Services. Unused paid account credit is not refunded or paid out (section 3.13).

10.2 Declining Orders

Before a Server is provisioned, we may decline or cancel any Order for any reason the law permits, for example for failed verification, fraud signals, sanctions, legal reasons or a lack of capacity.

10.3 Suspension pending investigation and to prevent harm

We may suspend all or part of the Services, a Server or your Account at once, with or without notice, if we reasonably believe that:

• there are credible signs of abuse, fraud, a sanctions issue or a security threat, while we investigate;
• your use, or your End Users' use, poses a security risk to, or may adversely affect the availability, integrity or performance of, the Platform, our network or suppliers, other customers or any third party;
• a Server uses shared resources to a degree that degrades the Services for others, as section 8.1 and the AUP describe;
• your Account, credentials or a Server has been compromised;
• your use may expose us, our suppliers or any third party to liability, or breaches the licence terms of software on your Servers; or
• suspension is required by law or by a court or competent authority.

We send you a statement of reasons where section 10.6 applies. You must cooperate with our investigation. If the investigation clears you, or the cause is resolved, we lift the suspension. To the extent the law allows, a suspension under this section does not give a right to a refund or service credit, and charges that accrue during the suspension remain payable. Consumers keep their statutory rights.

10.4 Immediate action in severe cases

We may isolate, suspend or terminate a Server or Account without notice for:

• child sexual abuse material, or use of a Server for grooming, sextortion or trafficking;
• an active attack from a Server, such as a DDoS attack, an intrusion attempt or malware distribution;
• phishing or a botnet command-and-control server;
• an order from a court or competent authority;
• a sanctions breach under section 9;
• an imminent threat to the life or safety of a person.

We may act even when the cause is not your fault, for example when a compromised Server is attacking others. We isolate a Server by disconnecting it from the network, not by deleting it. Where we find apparent child sexual abuse material, we report it to the National Center for Missing & Exploited Children as US law requires and preserve it as the law requires.

10.5 Other breaches

For other breaches of the Agreement, we generally notify you and give you a period to fix the problem, stated in the notice. We may take steps in increasing order: a warning, restricting the affected Server, suspension, then termination. We need not give notice or a period to fix the problem first where section 10.3 or 10.4 applies, where the breach cannot be remedied or has happened before, or where we reasonably consider that prompt action is needed to prevent harm or liability. We investigate, block traffic or report to authorities where appropriate.

10.6 Reasons and disputes

When we restrict a Server or Account because we consider Customer Content illegal or in breach of the Agreement or the AUP, we send you a statement of reasons by email no later than the day the restriction takes effect, unless the law or an authority order prevents it. It states:

• what we restricted and for how long;
• the facts and the rule or law we relied on;
• whether we used automated means to detect or decide;
• how to dispute the decision through a ticket; and
• that you may also seek redress in court or in arbitration under section 17.

You may dispute any restriction through a ticket, and a member of our staff reviews it. Suspensions for non-payment follow section 3.10. We lift a restriction once its cause is fixed and any amount owed is paid, unless we terminate.

10.7 Termination for breach

We may terminate the Services or your Account if:

• you do not fix a breach within the period stated in our notice;
• a severe case under section 10.4 occurs;
• you breach the Agreement repeatedly. In appropriate circumstances, we terminate the Accounts of repeat infringers of copyright, as the DMCA Copyright Policy describes;
• you give false information, fail verification, or file a fraudulent or abusive payment dispute;
• you or your End Users infringe the rights of others, or a Server hosts or distributes material that we reasonably consider illegal;
• you create or use an Account in breach of section 2.1, or to evade a suspension, restriction or termination; or
• the law requires us to.

10.8 Termination by Arct Cloud

For Business Customers, we may end access to all or any part of the Platform, Services or Account at our discretion, at any time, with or without advance notice, effective immediately. We generally try to give advance notice where practicable. This right remains subject to any mandatory law, the DPA, section 11 and a signed agreement that requires a different notice period.

If you are a Business Customer in the European Union, we end the Services for convenience only on at least 30 days' notice by email. We may act sooner only for a serious reason, such as a severe case under section 10.4, a breach under section 10.7, non-payment under section 3.10 or a legal requirement. After we end the Services under this section, you can retrieve your Customer Content for 30 days, unless the law prevents it.

For Consumers, we may end the Agreement for a valid reason, such as discontinuing a Service, a material breach, a security risk or a legal requirement. Unless immediate action is justified under this section or required by law, we give at least 30 days' notice. Any mandatory notice and fairness requirements apply.

Section 10.10 governs the effects of termination.

10.9 Non-payment

Section 3.10 governs suspension and deletion for non-payment.

10.10 Effects of termination

• All rights to access and use the terminated Platform, Services or Account end immediately. You must stop using them.
• All fees already owed at termination become immediately due and payable, subject to mandatory law. All sales are final (section 4.3). Unused paid account credit is not refunded or paid out (section 3.13).
• Where we give advance notice, export your data before the notice period ends. A lack of advance notice does not remove any mandatory export or retrieval right.
• You are responsible for downloading or exporting your data before you close an Account or Service, or before a notified termination takes effect. Termination can cause immediate, permanent deletion of Servers, backups, snapshots and other Customer Content. We do not promise access to Customer Content after closure, except where mandatory law, the DPA or section 11 requires return, preservation or a retrieval period. Those requirements take priority over the ordinary deletion process.
• Data we must preserve by law, including material reported under section 10.4, is kept for the legally required period. We do not return material where doing so would be unlawful.
• Whoever ends the Agreement or a Service, and for whatever reason, you are solely responsible for arranging any replacement service and for moving Customer Content in time, subject to section 11.
• Termination does not affect rights and obligations that accrued before it. Section 19.5 sets out the sections that survive.

10.11 Termination for our material breach

You may terminate an affected Service if we materially breach the Agreement and do not remedy the breach within 30 days after receiving your written notice describing it. Send the notice to legal@arct.cloud and identify the affected Service. This process does not restrict any right to an earlier remedy or termination under mandatory consumer law.

10.12 No liability for suspension or termination

To the extent the law allows, we are not liable to you, your End Users or any third party for suspending, restricting or terminating the Platform, the Services, a Server or your Account in accordance with the Agreement, or for the resulting loss of access to, or deletion of, Customer Content. Suspension or termination does not limit our other rights and remedies. This section does not apply where we acted in breach of the Agreement, and Consumers keep their statutory rights.

11. EU data switching and export

This section applies if you are located in the European Union. It gives effect to the switching rules of the EU Data Act (Regulation (EU) 2023/2854).

11.1 How to request switching

You may ask to switch your Services to another provider or to your own infrastructure, or to have your data exported and erased. Send the request through a ticket or to support@arct.cloud, naming the Services concerned and the date you want the process to start.

11.2 Timeline

• We start the switching process on the date you ask for, no later than 2 months after we receive your request.
• We complete the transition within 30 days after it starts. If that is technically not feasible, we tell you within 14 working days of your request, with reasons and an alternative period of up to 7 months.
• You may extend the transitional period once for a period you consider more appropriate for your purposes, by telling us before or during that period. This is separate from an extension we seek because of technical infeasibility.
• During the transition, we keep providing the Services, help you with the switch, maintain security and tell you about known risks to continuity.
• After the transition, you have at least 30 days to retrieve any remaining data.
• The contract for the switched Services ends when switching is successfully completed, and we notify you of termination. If you request erasure without switching, it ends at the end of the maximum notice period. Retrieval and erasure obligations continue after termination. We erase exportable data and digital assets at the end of the retrieval period, or a later period you agree with us, once switching is complete, and confirm erasure by email.

The deletion timelines in sections 4, 6.10 and 10.10 are paused until the retrieval period ends. Normal service fees apply during the notice and transitional periods while we supply the Services. We do not continue the switched subscription merely because the retrieval period remains open. Any separately requested continuing service and any lawful switching charge must be disclosed separately.

11.3 Data you can export

• All data on your Servers' disks. You copy it out yourself over the network, using standard tools and protocols of your choice, such as SFTP or rsync.
• Data in backups and snapshots. These cannot be downloaded as image files. You restore a backup to a Server, or create a new Server from a snapshot, and export the data from there.
• Configuration data we hold about your Servers: plan, location, operating system image, assigned IP addresses and the settings you made in the Console.
• Usage data about your Services: metrics, activity and API request logs, and traffic records.
• Your account, order and billing records.

This section is our complete register of exportable data and formats. Disk, backup and snapshot contents are exported as the files and formats you store, over standard protocols such as SFTP or rsync. We provide reasonable information and assistance within our control to support your exit and functional equivalence with an IaaS service of the same type. We do not promise identical destination-provider performance. On request, we give you configuration, usage, account and billing data in JSON or CSV.

We exclude only these categories from export, because exporting them would risk a breach of our trade secrets: the configuration of our hypervisor hosts, and our network and DDoS mitigation rules. Other customers' data is never exported to you. These exclusions do not delay or prevent switching.

11.4 Switching charges

We charge no switching charges. Outbound transfer used to export data under a switching request is not charged.

11.5 Infrastructure jurisdiction

The Law Enforcement Guidelines page describes the jurisdiction of the infrastructure we use and the measures we take against unlawful access to your data by governments outside the European Union.

12. Intellectual property

12.1 Our Platform

We and our licensors own the Platform, the Console, the API, our software and documentation, and the Arct Cloud name and brand. These Terms do not transfer any of these rights to you. We and our licensors reserve all rights not expressly granted to you in the Agreement, and no licence is granted by implication, estoppel or otherwise.

12.2 Your licence to use the Platform

While you comply with the Agreement, you may use the Platform for the purpose of using the Services. This is a revocable, limited licence. It is not exclusive, and you may not transfer or sublicense it. It ends automatically when your right to use the Services ends. You must not, and must not allow anyone else to:

• copy, modify, decompile, disassemble or reverse-engineer the Platform, or make derivative works from it, except where the law allows this despite this restriction;
• rent, lease, lend, sell, sublicense or otherwise commercially exploit the Platform itself, except for resale of the Services under section 8.3;
• remove or obscure any proprietary notice in the Platform;
• access the Platform by automated means other than through our API and tools in accordance with their documentation, scrape or data-mine it, or place an unreasonable load on it; or
• circumvent or interfere with any security feature, usage limit, billing mechanism or access control of the Platform or the Services.

Open-source components remain under their own licences, and nothing in this section restricts your rights under those licences.

12.3 Feedback

If you send us suggestions, ideas, test results or other feedback about the Platform or the Services ("Feedback"), we may use them for any purpose, worldwide, without payment, attribution or obligation to you. You grant us a perpetual, irrevocable, non-exclusive, royalty-free, fully paid, transferable and sublicensable licence to use, copy, modify and exploit Feedback for that purpose. Feedback is not your confidential information, and we are not required to use it.

12.4 Trademarks and paid search

Unless we expressly authorise the specific use in writing, you must not bid on keywords that include "Arct Cloud", "Arct" or our other trademarks, or variations or misspellings of them, in paid search or other keyword advertising. Unless we authorise it in writing, you must not register domain names, social media handles or business names that are identical or confusingly similar to our trademarks, or suggest that we endorse you.

Our Trademark Usage Guidelines explain plain-text references, approved artwork and permission requests. These rules do not restrict a use that applicable law allows despite them.

12.5 Your name and logo

We use your name, logo or trademarks in our marketing only with your prior written approval. You may withdraw that approval for future use at any time.

13. Third-party software and OS images

13.1 Operating system images and third-party software

Operating system images and other third-party software are licensed by their owners under their own terms. Linux distributions and open-source software are provided under their licences, which you must follow. We give no warranty for third-party software. Installing updates is your responsibility. You are solely responsible for complying with third-party licence terms, including any reporting or audit obligations they place on you. We may add, update, replace or remove operating system images and other third-party software that we make available, and we may suspend a Server or software where its licensor requires it or where its use breaches the licensor's terms. To the extent the law allows, we have no liability for third-party software.

13.2 Windows Server

• Windows Server images deploy unlicensed. No Windows licence is included in any plan. Checkout and our pricing and Windows VPS pages state this.
• You activate Windows Server with your own valid licence (BYOL). The licence must permit use on shared third-party hosting, for example a licence with Software Assurance or a subscription licence under Microsoft's Flexible Virtualization Benefit.
• You are responsible for complying with Microsoft's licence terms. You warrant that you hold a valid licence for each Windows Server you run. Section 16 applies to claims arising from your breach of this warranty.
• We may suspend a Windows Server that runs without a valid licence, or that is the subject of a licensing complaint or audit request when you do not give us evidence of a valid licence in time, as the Service Terms describe.

The Service Terms set out the full Windows terms.

13.3 Third-party services and links

The Platform may link to third-party websites and services. They have their own terms, which you are responsible for following. You use them at your own risk, and we are not responsible for them. A link does not mean that we endorse a third party or are associated with it. To the extent the law allows, we are not liable for the content, accuracy, availability, security or practices of third-party websites and services, or for any loss caused by your use of or reliance on them. You are responsible for protecting your systems against viruses and other harmful components that they may introduce.

14. Disclaimers

TO THE EXTENT THE LAW ALLOWS, THE PLATFORM AND THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". WE DISCLAIM ALL WARRANTIES AND CONDITIONS NOT EXPRESSLY STATED IN THE AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF TITLE, OF QUIET ENJOYMENT OR OF NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.

TO THE EXTENT THE LAW ALLOWS, WE DO NOT WARRANT THAT THE PLATFORM OR THE SERVICES WILL MEET YOUR REQUIREMENTS, BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR BE UNINTERRUPTED, TIMELY, ERROR-FREE, SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THAT DATA WILL NOT BE LOST OR CORRUPTED; THAT ANY BACKUP, SNAPSHOT, RESTORE OR DDOS MITIGATION WILL SUCCEED; OR THAT DEFECTS WILL BE CORRECTED. YOU USE THE PLATFORM AND THE SERVICES AT YOUR OWN RISK.

No advice or information, oral or written, that you obtain from us, including from support staff, documentation, tutorials or marketing materials, creates a warranty that the Agreement does not expressly state. Descriptions of the Services in marketing materials are not warranties. We are not responsible for content or software of other customers or third parties that you access through the Platform or the Services.

Some jurisdictions do not allow these exclusions. Where they do not, the exclusions apply only as far as the law allows. If you are a Consumer, you have legal rights that these Terms do not affect, including rights about services that are not supplied as described or with reasonable care and skill. Consumers who live in the EU or the EEA keep the legal guarantee of conformity for digital services under their national law. Consumers who live in the UK keep their rights under the Consumer Rights Act 2015.

15. Limitation of liability

15.1 Liability we do not limit

Nothing in the Agreement limits or excludes either party's liability for fraud or fraudulent misrepresentation, wilful misconduct, death or personal injury caused by negligence, gross negligence where the applicable law does not allow liability for it to be limited, or any other liability that the applicable law does not allow to be limited or excluded. Nothing in this section 15 limits your liability to pay fees and other amounts due, your liability for breach of the AUP or of section 9 or 12, or your obligations under section 16 of these Terms or section 17 of the DPA.

15.2 Indirect loss (Business Customers)

To the maximum extent permitted by applicable law, we are not liable to a Business Customer, or to anyone claiming through it, for any:

• punitive, exemplary, special, incidental, indirect or consequential damages;
• loss of profit, revenue, business, contracts, goodwill, reputation or anticipated savings;
• loss, corruption or unavailability of data or Customer Content;
• cost of procuring substitute services; or
• business interruption or loss of use,

arising out of or relating to the Agreement, the Platform or the Services, however caused and on any theory of liability, whether in contract, tort (including negligence), strict liability, statute or otherwise. This applies even if the loss was foreseeable or we were told it was possible.

15.3 Consumers

If you are a Consumer, we are responsible for foreseeable loss or damage that our breach of the Agreement or our negligence causes you. We are not responsible for loss that was not foreseeable. The Services are supplied to Consumers for private use, so we are not liable to Consumers for loss of profit, business or business opportunity.

If you are a Consumer who is not an EU/UK Consumer, sections 15.2 and 15.5 also apply to you as if you were a Business Customer, to the extent the law where you live allows.

15.4 Data loss

You are responsible for keeping your own backups (section 6.7). To the maximum extent permitted by applicable law:

• we are not liable for the loss of data that is deleted because you deleted it or cancelled the Server under section 4, because an invoice stayed unpaid under section 3.10, or because the Services ended under section 10, except where the deletion results from our breach of the Agreement or our error;
• we are not liable to a Business Customer for any loss, corruption or unavailability of data, however caused; and
• we are not liable to a Consumer for loss of data that the Consumer could have avoided by keeping independent copies as section 6.7 asks.

Section 6.7 sets the remedy for a failed backup. This section is subject to section 15.1.

15.5 Liability cap

Subject to section 15.1, and to the maximum extent permitted by applicable law, our total aggregate liability to a Business Customer, and to everyone claiming through it, arising out of or relating to the Agreement, the Platform or the Services, for all claims combined and on any theory of liability, is limited to the fees the Business Customer paid us under the Agreement for Services provided during the 6 months before the first event giving rise to liability. Fees for a billing period that falls partly within those 6 months count in proportion to the part that falls within them. More than one claim does not enlarge this limit. This limit also applies to liability under the DPA, except where the standard contractual clauses in it do not allow a limit. Section 15.3 governs our liability to Consumers.

15.6 Protected persons

To the extent the law allows, our members, managers, employees, contractors, agents, suppliers and licensors have no liability to you arising out of or relating to the Agreement or the Services, and you will not bring a claim against any of them for such a matter. They may rely on this section.

15.7 Allocation of risk

These limits allocate risk between the parties and are an essential part of the basis of the bargain and of our prices. Each of them is severable and independent of the others. To the extent the law allows, they apply even if a limited remedy fails of its essential purpose.

15.8 Disputes with third parties

If you have a dispute with an End User, another customer or any other third party relating to the Platform or the Services, then to the maximum extent permitted by applicable law you release us and the persons in section 15.6 from all claims, demands and damages, known or unknown, arising out of or connected with that dispute. If you are a California resident, you waive California Civil Code section 1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." You also waive any comparable law of any other jurisdiction, to the extent the law allows. This section does not release claims arising from our own breach of the Agreement and does not affect the statutory rights of EU/UK Consumers.

16. Indemnification

16.1 Your indemnity

To the maximum extent permitted by applicable law, you will defend, indemnify and hold harmless Arct Technology LLC and the persons listed in section 15.6 from and against any claim, demand, suit or proceeding brought by a third party, and any investigation, inquiry or proceeding by a regulator or other authority (each a "Claim"), and pay all resulting losses, damages, liabilities, judgments, settlements, fines, penalties, costs and expenses (including reasonable attorneys' and experts' fees), to the extent the Claim arises out of or relates to:

• Customer Content;
• your or your End Users' access to or use of the Platform or the Services;
• a breach of the Agreement, the AUP or the law by you or your End Users;
• negligence, wilful misconduct, fraud or illegal activity of you or your End Users;
• unauthorised access to or use of your Account, credentials or Servers, or a security incident affecting systems or data under your control, except to the extent caused by our breach of the Agreement;
• an allegation that Customer Content, or your or your End Users' use of the Services, infringes, misappropriates or violates any intellectual property, privacy, publicity, confidentiality, property or other right of any person;
• software, licences or other materials you supply, including Windows licences under section 13.2; or
• services you provide to your own customers, including through resale under section 8.3, and any dispute between you and an End User or other third party.

16.2 Consumers

If you are a Consumer, section 16.1 applies only to claims caused by your own unlawful conduct or your own breach of the Agreement.

16.3 Procedure

• We notify you of a Claim promptly. A delay reduces your obligation only to the extent it materially harms your defence.
• You control the defence, with counsel reasonably acceptable to us, unless we assume it under the next point. We may take part with our own counsel at our own cost.
• We may at any time assume the exclusive defence and control of a Claim, including where you do not take over the defence promptly. If we do, you pay the reasonable costs of the defence and cooperate with us as we reasonably request, and your indemnity obligations continue.
• We cooperate reasonably, at your expense.
• You must not settle a Claim in a way that admits fault for us, imposes an obligation on us or does not fully release us, without our written consent. We will not withhold consent unreasonably.

17. Dispute resolution

17.1 Governing law

Wyoming law governs the Agreement, without regard to Wyoming's conflict-of-laws rules. The Agreement excludes the Convention on Contracts for the International Sale of Goods (Vienna, 1980). The Federal Arbitration Act governs this section 17.

17.2 EU and UK Consumers

If you are an EU/UK Consumer, sections 17.3 to 17.12 do not apply to you. You may bring proceedings in the courts of the country, or the part of the United Kingdom, where you live, and we may bring proceedings against you only there. The choice of Wyoming law does not deprive you of the protection of the mandatory rules of the law of the country where you live.

17.3 Informal resolution first

Before starting arbitration or a court case, the party with a claim must send the other a written notice describing the claim and the relief sought. You send notices to legal@arct.cloud and to our registered address. We send notices to your account email. The parties then have 30 days to try to resolve the claim in good faith. Time limits for bringing the claim are paused during those 30 days.

17.4 Binding individual arbitration

• Any dispute arising out of or relating to the Agreement, the Platform or the Services is resolved by binding arbitration on an individual basis, except as section 17.6 provides.
• The American Arbitration Association ("AAA") administers the arbitration under its Consumer Arbitration Rules if you are a Consumer, and under its Commercial Arbitration Rules if you are a Business Customer.
• The seat of arbitration is Sheridan, Wyoming. Hearings may take place by video conference or on documents only. Any in-person hearing for a Consumer takes place in the county or city where the Consumer lives, unless the Consumer agrees otherwise.
• A single arbitrator decides the dispute and gives a written decision with reasons. Fees are paid as the AAA rules provide, and the arbitrator may award fees and costs as those rules and the law allow.
• If the arbitrator finds that a claim, or the relief sought, is frivolous or brought for an improper purpose under the standard in Federal Rule of Civil Procedure 11(b), the arbitrator may order the party that brought it to pay the other party's fees and costs, to the extent the law allows.
• To the extent the law allows, the arbitration and all filings, evidence and awards in it are confidential, except as needed to enforce or challenge an award or as the law or the AAA rules require. Neither party discloses the amount of a settlement offer to the arbitrator until the arbitrator has decided the claim.
• Judgment on the award may be entered in any court of competent jurisdiction.

17.5 Who decides arbitrability

The arbitrator decides all questions about the scope, validity and enforceability of this section 17, except that a court decides whether section 17.7 is valid and enforceable.

17.6 Exceptions

• Either party may bring an individual claim in a small claims court that has jurisdiction.
• Either party may ask a court for an injunction or other equitable relief to stop actual or threatened infringement or misuse of its intellectual property, a breach of section 19.13, or unauthorised access to or abuse of the Platform or the Services.
• You agree that a breach of section 8.4, 9 or 12, or abuse of the Platform or the Services, may cause us irreparable harm for which damages are not an adequate remedy, and that we may seek injunctive relief without posting a bond, to the extent the law allows.

17.7 No class actions and no jury

Each party may bring claims against the other only in its individual capacity. Neither party may act as a class representative or class member in any class, collective, consolidated or representative proceeding. The arbitrator may not combine the claims of different customers or award relief to anyone other than the individual parties. To the extent the law allows, each party waives any right to a jury trial.

17.8 Mass filings

If the AAA determines that its Mass Arbitration Supplementary Rules apply, those rules govern the administration of the demands, and each demand is decided individually.

17.9 Opting out

You may opt out of arbitration by emailing legal@arct.cloud within 30 days after you first accept these Terms, or within 30 days after this version first applies to you. Include your name, your account email and a clear statement that you opt out of arbitration. Opting out does not affect the rest of the Agreement. If we make a material change to this section 17, you may reject it by email to the same address within 30 days, and the previous version continues to apply to you.

17.10 Courts

Claims that are not arbitrated are brought only in the state courts in Sheridan County, Wyoming, or the United States District Court for the District of Wyoming. Each party consents to the jurisdiction of those courts.

17.11 Time limit for claims

To the extent the law allows, a Business Customer must bring any claim within one year after the claim arises, and any other customer must bring any claim against us within two years after the claim arises. A claim not brought within that period is permanently barred.

17.12 If part of this section is unenforceable

If a part of this section 17 is found unenforceable, that part is removed and the rest applies. If section 17.7 is found unenforceable for a claim, that claim proceeds in court under section 17.10 and is not arbitrated.

17.13 Notice to California residents

Under California Civil Code section 1789.3, California residents may contact the California Department of Consumer Affairs, through its Division of Consumer Services (Complaint Assistance Unit). Write to 1625 North Market Boulevard, Suite N 112, Sacramento, CA 95834, or call (800) 952-5210. Our name and address are in section 19.1, and our current charges are on the pricing page.

18. Changes to these Terms

18.1 Notice of changes

We give at least 30 days' notice, by email and in the Console, before a material change to these Terms, the AUP, the Service Terms, the Crypto Payment Terms or the DPA takes effect. The notice says what changes and why.

18.2 Reasons for changes

Except as the end of this section provides, we change these documents only to:

• reflect changes in law or the guidance of regulators;
• address security risks or prevent abuse;
• reflect new, changed or retired features, locations or plans;
• reflect changes to payment methods or our suppliers' terms;
• clarify the text or correct errors.

For Business Customers, we may also make other changes, on the notice that section 18.1 requires.

18.3 Your choice

We ask you to accept material changes in the Console. If you do not want to accept a change, you may cancel the affected Services before it takes effect. Subject to mandatory law, that is your sole and exclusive remedy. A change does not give a right to a refund. If you keep using the Services after the effective date, the change applies to you. We may require you to accept the current version before you place new Orders.

18.4 Changes that take effect sooner

Changes that do not reduce your rights, such as clarifications or terms for new services, and changes the law requires, may take effect sooner than 30 days. Where the law allows, changes needed urgently to address a security risk, fraud or abuse may also take effect sooner.

18.5 Limits on changes

A change does not apply to a dispute notified under section 17.3 before the change takes effect. Changes do not apply to a written agreement signed by both parties during its term.

18.6 Privacy Policy and earlier versions

We notify you of material changes to the Privacy Policy. We do not ask you to accept them, and we ask for your consent where the law requires it. Earlier versions of these Terms are available on request at legal@arct.cloud.

19. General

19.1 Notices

Send legal notices to legal@arct.cloud. Our postal address is Arct Technology LLC, 30 N Gould St Ste R, Sheridan, WY 82801, United States. A notice to us takes effect when we receive it. We send notices to your account email or show them in the Console. A notice to you takes effect when we send it, whether or not you read it, and even if the account email is no longer valid or able to receive it. Keep your account email up to date.

19.2 Electronic communications

You agree that we may send contracts, notices and other communications electronically. Where a law requires us to give a Consumer information in writing, we rely on electronic delivery only once you have consented in the way that law requires. You may withdraw consent to electronic delivery by emailing legal@arct.cloud. Because the Services are delivered online, withdrawing consent means closing your Account. You may ask for a paper copy of these Terms at the same address.

19.3 Assignment

You may not assign, transfer or delegate the Agreement or any right or obligation under it, in whole or in part, by operation of law, change of control or otherwise, without our prior written consent. We may assign or transfer the Agreement, in whole or in part, without your consent, to an affiliate or to a successor in a merger, acquisition, reorganisation or sale of all or part of our business or assets, and we notify you of the assignment. If you are a Consumer, we assign only where the assignment does not reduce your rights or guarantees under the Agreement. We may use subcontractors and suppliers to perform our obligations. The Agreement binds and benefits the parties and their permitted successors and assigns. Any assignment in breach of this section is void.

19.4 Force majeure

Neither party is liable for a failure or delay caused by events beyond its reasonable control. These include natural disasters, fire, flood, severe weather, war, terrorism, civil unrest, acts of government or of civil or military authority, embargoes, sanctions, changes in law, epidemics and public health emergencies, labour disputes, shortages of energy, hardware or components, failures of power, utilities, telecommunications, fibre, upstream networks or data center operators not caused by us, and cyberattacks, including hacking and DDoS attacks that exceed our mitigation capacity. This section does not excuse an obligation to pay.

19.5 Survival

Sections 3 (for amounts owed), 4.3, 4.4, 5.10 (for its disclaimers and limits), 6, 9, 10 (for termination effects and section 10.12), 11, 12, 13, 14, 15, 16, 17 and 19, and any other provision that by its nature should continue, survive the end of the Agreement.

19.6 No third-party beneficiaries

Only you and we may enforce the Agreement. The persons protected by sections 15 and 16 may also rely on those sections. Data subjects may enforce the provisions of the DPA and the standard contractual clauses that those clauses or the applicable law allow them to enforce. Otherwise, your End Users have no rights under the Agreement.

19.7 Independent contractors

The parties are independent contractors. Neither party is the other's partner, franchisee, joint venturer, agent, fiduciary or employee, and neither party has authority to bind the other.

19.8 Severability

Subject to section 17.12, if a court or arbitrator finds any part of the Agreement unenforceable, that part is enforced to the maximum extent the law allows, modified to the minimum extent necessary to make it enforceable, or removed where the law requires, and the rest remains in effect.

19.9 No waiver

A failure or delay in enforcing a right is not a waiver of it. A waiver is effective only if made in writing. A single or partial exercise of a right does not prevent its further exercise. Except where the Agreement states that a remedy is sole or exclusive, our rights and remedies under the Agreement are cumulative and in addition to those available at law.

19.10 Entire agreement

The Agreement, made up of these Terms, the documents listed in section 1.2 in the versions dated October 19, 2026 (as later changed under section 18), and any order form signed by both parties, is the entire agreement between you and us about its subject. It replaces all earlier agreements and understandings on that subject. In entering into the Agreement, you have not relied on any statement, representation, warranty or assurance that it does not set out, including statements in marketing materials, and to the extent the law allows you have no remedy for any such statement. This does not limit liability for fraudulent misrepresentation or the effect that mandatory consumer law gives to information we provide to Consumers before they contract.

19.11 Language

The Agreement is written in English. If we provide a translation, the English version controls to the extent the law allows.

19.12 Interpretation

Headings are for convenience only. "Including" and "for example" mean without limitation. Words in the singular include the plural and the reverse. Nothing in the Agreement, our documentation or our support communications is legal, tax or other professional advice, and you are responsible for obtaining your own.

19.13 Confidentiality

Each party keeps confidential the non-public information it receives from the other under the Agreement that is marked confidential or that a reasonable person would treat as confidential, including non-public information about our technology, security and network measures, Beta Services and business. It uses that information only to perform the Agreement or use the Services, and protects it with at least reasonable care and the care it uses for its own similar information. This duty does not cover information that is or becomes public without a breach of the Agreement, that the receiving party already knew, that it lawfully receives from someone else or that it develops independently. A party may disclose information where the law requires, after notifying the other party where the law allows. Sections 6 and 7 and the DPA govern how we handle Customer Content.

19.14 US government use

The Platform, its software and its documentation are commercial products and commercial computer software, developed at private expense, within the meaning of FAR 12.211 and 12.212 and, for Department of Defense transactions, DFARS 227.7202. A US government customer receives only the rights that the Agreement gives to other customers, unless the parties agree otherwise in a signed writing.

19.15 Electronic signatures and records

Your acceptance of the Agreement, an Order or a change through the Platform, by clicking or by other electronic means, has the same effect as a handwritten signature. Communications sent from your Account or account email, or authenticated with your credentials or API tokens, are treated as sent by you. Our electronic records of acceptances, Orders, payments, notices, communications and use of the Services are admissible in any proceeding and, to the extent the law allows, are evidence of their contents unless shown to be wrong. This section does not change the burden of proof that the law places on us in a dispute with a Consumer.

19.16 Anti-corruption

Neither party has offered or given, or will offer or give, a bribe, kickback or other improper payment or advantage to any employee, agent or representative of the other party, or to any public official, in connection with the Agreement. You must comply with the anti-corruption and anti-bribery laws that apply to your use of the Services, including the US Foreign Corrupt Practices Act and the UK Bribery Act 2010 where they apply. Tell us at legal@arct.cloud if you learn of a breach of this section. A breach of this section by you is a material breach of the Agreement.

20. Referral program

This section governs the referral link in the Console. Partner and affiliate programs that pay rewards follow their own written terms, including the Affiliate Program Agreement.

20.1 Your referral link

We may offer a referral link to some or all Accounts. Your link is in the Console under Settings, Referrals. It is personal to your Account and cannot be sold or transferred.

20.2 How referrals are counted

• Your link opens arct.cloud. When a person opens it and accepts advertising and measurement cookies, their browser stores your referral code in the arct_aff cookie for up to 30 days. The Cookie Policy describes the cookie.
• Opening another referral link replaces the stored code.
• A referral counts only when the person creates a new Account in the browser that stores the code. Existing Accounts and your own Account never count.
• Each Account counts for one referral link only.
• A referral is not counted when the person refuses those cookies, sends a Global Privacy Control signal, signs up on another browser or device, or deletes the cookie first. We do not guarantee that every person you refer is counted.

20.3 Your referral statistics

The Console shows totals for your link: clicks (opens of the link that we record), referrals (new Accounts counted for the link), customers (referrals whose payments to us are above zero) and spend (the total those referrals have paid us). Clicks are approximate. The totals change when we correct records or delete Accounts.

We do not tell you who signed up through your link. Keep any total that relates to a person you know confidential. Do not use the totals to identify, contact or profile a referred customer.

20.4 No rewards

The referral program tracks referrals only. A referral earns no commission, account credit, discount, cash or other reward, and the statistics create no right to one. If we introduce rewards, we publish their terms before they start.

20.5 Sharing your link

You must not:

• bid on keywords or place ads in breach of section 12.4;
• send your link in spam, or in messages that break anti-spam law or the rules of the site where you post;
• make false or misleading claims about the Services, prices or rewards, or present yourself as Arct Cloud or as acting for us;
• refer yourself or an Account you own or control, create Accounts with false details, or pay anyone to sign up so that they are counted;
• inflate clicks or referrals with bots, scripts, hidden frames, forced redirects or any other method that stores your code without a person choosing to open your link.

20.6 Our rights

We may turn off a referral link, remove a referral that breaks section 20.5 or that we reasonably believe is fraudulent, and correct the statistics. A link stops counting while it is turned off and while your Account is suspended or closed. A breach of section 20.5 is a breach of the Agreement under section 10. We may change or end the referral program under section 18.

20.7 Relationship

Sharing your link does not make you our agent or partner, or an affiliate under the Affiliate Program Agreement. You cannot make promises or enter contracts for us.