1. Agreement to Terms

Welcome to ArionERP. These Terms of Service ("Terms") govern your access to and use of ArionERP's websites, products, and services (collectively, the "Service"). This document is a legally binding contract between you ("Customer," "you," or "your") and Cyber Infrastructure LLC, on behalf of its brand ArionERP ("ArionERP," "we," "us," or "our"). By accessing, registering for, or using our Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

2. Definitions

"Service" refers to the ArionERP software platform, including all modules, features, tools, and related professional services provided by us.

"Customer Data" means all electronic data or information submitted by you to the Service.

"User" means an individual authorized by you to use the Service and for whom a subscription has been purchased.

"Service Order" means the ordering document specifying the Service to be provided, including any addenda thereto, that is entered into between you and us.

3. User Accounts and Responsibilities

In Plain English: You are responsible for keeping your account login details secure and for everything that happens under your account.

You are responsible for maintaining the confidentiality of your User login information and for all activities that occur under your accounts. You agree to immediately notify ArionERP of any unauthorized use of your account or any other breach of security. You are responsible for ensuring that your Users comply with these Terms.

4. Acceptable Use Policy

You agree not to use the Service to:

  • Upload, post, or transmit any Customer Data that is unlawful, harmful, or infringes on any third-party rights.
  • Engage in any activity that interferes with or disrupts the Service or the servers and networks connected to the Service.
  • Attempt to gain unauthorized access to the Service, other accounts, or computer systems.
  • Reverse-engineer, decompile, or disassemble any portion of the Service.
  • Use the Service to send spam, "junk mail," or other unsolicited communications.

5. Fees, Payment, and Subscriptions

In Plain English: You agree to pay for your subscription plan on time. Fees are billed in advance and are non-refundable. Late payments may result in service suspension.

You will pay all fees specified in your Service Order. Except as otherwise specified, fees are based on the Service subscriptions purchased and not actual usage. Payment obligations are non-cancelable, and fees paid are non-refundable. Subscription fees are billed in advance, typically on an annual basis. If you fail to pay, we may, in addition to any other rights, suspend your access to the Service.

6. Intellectual Property Rights

In Plain English: We own our software and everything related to it. You own all of your data that you put into our system.

Our Intellectual Property

ArionERP owns all right, title, and interest in and to the Service, including all related intellectual property rights. We grant you a limited, non-exclusive, non-transferable license to use the Service during your subscription term, solely for your internal business purposes.

Your Customer Data

You retain all ownership rights to your Customer Data. You grant us a limited license to host, copy, transmit, and display your Customer Data as necessary for us to provide the Service in accordance with this agreement.

7. Confidentiality

Each party agrees to protect the other's Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own confidential information of a similar nature. "Confidential Information" includes, but is not limited to, customer data, business plans, technology, and financial information, which is not publicly known.

8. AI and Data Usage

In Plain English: We use AI to make your service better. We will use your data to improve the AI features *for you only*. We will never use your specific business data to train models for other customers.

AI-Powered Features and Your Data

Our Service includes features that leverage artificial intelligence and machine learning ("AI Features") to enhance your experience, such as predictive analytics, workflow automation, and intelligent forecasting. To provide these AI Features, the Service may process Customer Data.

  • Data Usage for Your Benefit: We will only use your Customer Data to provide and improve the Service for you. This includes training or fine-tuning AI models that are specific to your account or instance to improve their accuracy and relevance to your business operations.
  • No Cross-Customer Model Training: We will not use your Confidential Customer Data to train general, global AI models that serve other customers. Your business data will not be exposed to or used to benefit your competitors or any other ArionERP customer.
  • Anonymized and Aggregated Data: We may use anonymized and aggregated data, from which all personal and company identifiers have been removed, for the purposes of improving the overall performance, security, and functionality of the Service and for industry benchmarking. This aggregated data cannot be used to identify you or your company.

9. APIs and Third-Party Services

ArionERP may make an application programming interface ("API") available to you to allow for integration with other software and services. Your use of the ArionERP API is subject to these Terms and any accompanying API documentation. The Service may also allow you to integrate with or link to services offered by third parties ("Third-Party Services"). Your use of any Third-Party Service is a relationship solely between you and the provider, and ArionERP assumes no liability for such services.

10. Term and Termination

This agreement commences on the date you first accept it and continues until all subscriptions have expired or have been terminated. Either party may terminate this agreement for cause if the other party materially breaches these Terms and fails to cure such breach within 30 days of receiving written notice. Upon termination, your right to access the Service will cease, and we will make your Customer Data available for export for a period of 30 days before it is permanently deleted.

11. Warranties and Disclaimers

We warrant that the Service will perform materially in accordance with the applicable documentation. EXCEPT FOR THIS EXPRESS WARRANTY, THE SERVICE IS PROVIDED "AS IS," AND WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

12. Limitation of Liability

In Plain English: Our financial responsibility to you is limited. We won't be liable for indirect damages (like lost profits), and our total liability is capped at the amount you've paid us in the last 12 months. This is a standard practice for SaaS companies.

IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, REVENUES, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

13. Indemnification

You agree to defend, indemnify, and hold harmless ArionERP, its affiliates, officers, and employees from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to your Customer Data or your breach of these Terms.

14. Governing Law and Dispute Resolution

This agreement shall be governed by and construed in accordance with the laws of the State of California, USA, without regard to its conflict of laws principles. Any legal suit, action, or proceeding arising out of or related to this agreement shall be instituted exclusively in the federal or state courts located in Santa Clara County, California.

15. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. Your continued use of the Service after those revisions become effective constitutes your agreement to the new terms.

16. General Provisions

These Terms, including all exhibits and addenda, constitute the entire agreement between you and ArionERP and supersede all prior agreements. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions will remain in effect.

17. Frequently Asked Questions

No. Your use of the ArionERP Service is conditional upon your agreement to these Terms of Service. If you do not agree with these terms, you must cease using the Service immediately.

You do. Our terms are very clear: you retain 100% ownership of your Customer Data. We are granted a limited license only to process your data as necessary to provide you with the Service.

Upon termination or cancellation, you will have a limited period (typically 30 days) to export your data from the Service. After this period, we will permanently delete your data from our production systems in accordance with our data retention policies.

We will notify you of any material changes to these Terms via email to the primary account holder or through a prominent notice within the Service. We recommend you review the terms periodically. The "Last Updated" date at the top of the page will always reflect the most current version.

Our liability is limited as described in the "Limitation of Liability" section. In general, our total liability will not exceed the total amount of fees you have paid to us in the twelve (12) months immediately preceding the event that gave rise to the claim. We are not liable for indirect damages like lost profits.

18. Contact Information

If you have any questions about these Terms, please contact us at:

ArionERP, a Brand of Cyber Infrastructure LLC
2880 Zanker Road, #203
San Jose, CA 95134, USA
Email: legal@arionerp.com