TERMS OF SERVICE

Last Updated: May 25, 2021

WP Company LLC (“The Washington Post,” “we,” “us,” or “our”) owns and operates Arc XP (“Arc”). Except as explicitly provided herein, these Terms of Service (“Terms”) apply when you use the services made available through Arc, including the website at https://www.arcxp.com, Arc mobile applications, and other online services that include a link to these Terms (collectively, the “Services”). By using the Services, you agree to these Terms. All references to “you” or “your,” as applicable, mean the person who accesses, uses, and/or participates in the Services in any manner, and each of your heirs, assigns, and successors.

The Terms do not govern or apply to other sites or services operated by The Washington Post that do not contain a link to these Terms. The Terms also do not govern the use of third-party websites and online services developed using our Services.

The Services are made available solely to individuals, for non-commercial use or, with authorization from a Washington Post customer who provides you credentials to access its instance of the Services. Other individuals or businesses seeking to make commercial use of the Services must enter into a separate agreement with The Washington Post (an “Enterprise Agreement”). Where you are using the Services pursuant to an Enterprise Agreement or providing access to your instance of the Services to others, the terms of that Enterprise Agreement shall control your or your employees’ or contractors’ use of the Services.

1. Modifications to These Terms and the Services

We may change the Terms or modify any features of the Services at any time at our sole discretion. The most current version of the Terms can be viewed by clicking on the “Terms of Service” link at the bottom of the Services’ home page. If you continue to use the Services after changes are posted, you will be deemed to have accepted the change.

2. Privacy Policy

By using the Services, you indicate that you understand the information collection, use, and disclosure practices described in the Privacy Policy

3. Eligibility

You may only use the Services if you are 18 years of age or older. If The Washington Post has previously prohibited you from accessing or using the Services, you are not permitted to access or use the Services.

4. Rules and Prohibitions

You may not use the Services to:

· violate any law or to promote any illegal activities including, without limitation, violating any copyrights, trade secrets, or other rights of any third party, including privacy or publicity rights;

· obtain or attempt to obtain unauthorized access to the Services or to The Washington Posts’ servers, systems, network, or data; scrape, access in violation of these Terms, monitor, index, mirror, frame, link, copy, or search (or attempt to do so) the Services by any means (automated or non-automated) other than through currently available, published interfaces that are provided by The Washington Post (and only pursuant to these Terms) (crawling the Services is permissible in accordance with these Terms, but scraping the Services without the prior written consent of The Washington Post is expressly prohibited);

· impersonate any person or entity, including accessing an account without authorization; or forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Services;

· interfere with or disrupt the Services or servers, systems or networks connected to the Services in any way;

· make available viruses or any other computer code, files, programs or content designed to interrupt, destroy or limit the functionality of the Services, data, or affect other users;

· probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures we may use to prevent or restrict access to the Services or use of the Services or the content therein;

· attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;

· undertake any activity or engage in any conduct that is inconsistent with the business or purpose of the Services; and/or

· attempt to indirectly undertake any of the foregoing.

5. License to the Services and Proprietary Rights

Subject to your compliance with these Terms, The Washington Post grants you a limited, non-exclusive, non-assignable, non-sub-licensable, revocable, license to use the Services as it is provided to you by The Washington Post solely for your personal use and only in a manner that complies with these Terms and all legal requirements that apply to you or your use of the Services. The Washington Post may revoke this license at any time, in its sole discretion.

You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, or otherwise exploit the Services, except as expressly permitted in these Terms. The Services are provided to you AS IS. If you download or print a copy of the Services for personal use, you must retain all copyright and other proprietary notices contained thereon. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by The Washington Post or its licensors, except for the licenses and rights expressly granted in these Terms.

All right, title, and interest in and to the Services, are and will remain the exclusive property of The Washington Post and its licensors. All materials therein, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and all intellectual property rights related thereto, are the exclusive property of The Washington Post and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. You acknowledge that the Services have been developed, compiled, prepared, revised, selected, and arranged by The Washington Post and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of The Washington Post and such others. Except as explicitly provided herein, nothing in these Terms gives you a right to use The Washington Post or Arc XP name or any of The Washington Post trademarks, logos, domain names and other distinctive brand features. Any other trademarks, service marks, logos, trade names, and any other proprietary designations are the trademarks or registered trademarks of their respective owners.

6. Feedback

Any feedback, comments, questions, or suggestions (collectively, “Feedback”) you may provide regarding the Services or other services offered by The Washington Post is entirely voluntary and we will be free to use such feedback, comments or suggestions without any obligation to you. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback; (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development; (iii) grant us an irrevocable, non- exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute, and sublicense the Feedback; and (iv) irrevocably waive, and cause to be waived, against The Washington Post and its users any claims and assertions of any moral rights contained in such Feedback. These provisions regarding Feedback shall survive any termination of the Services or your right to access the Services.

7. Third-Party Content and Links to Third-Party Websites

The Services may contain third-party owned content and links to other websites or services (“Linked Sites”), including but not limited to social media sites and services. The Washington Post does not endorse, sponsor, recommend, or otherwise accept responsibility for any Linked Sites. In addition, Linked Sites are not under the control of The Washington Post, and The Washington Post is not responsible for the content or privacy practices of the Linked Sites. You acknowledge and agree that we are not responsible for the availability of such external services and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content, goods or services available on or through such Sites, including, but not limited to, any damage or loss resulting from your provision of information or content through such Linked Site or the actions of other users in connection with your use of such Linked Sites.

8. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS.” WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS, AND INACCURACIES IN THE INFORMATION OR OTHER MATERIALS AVAILABLE THROUGH THE SERVICES. THE WASHINGTON POST DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES. IF YOU RELY ON THE SERVICES AND ANY MATERIALS MADE AVAILABLE THROUGH THE SERVICES, YOU DO SO SOLELY AT YOUR OWN RISK.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE WASHINGTON POST DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL (A) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (B) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (C) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SERVICE, (D) WARRANTIES RELATING TO THE ACCURACY, RELIABILITY, CORRECTNESS, TIMELINESS OR COMPLETENESS OF DATA MADE AVAILABLE ON THE SERVICES OR OTHERWISE BY THE WASHINGTON POST, INCLUDING ANY ADVICE, OPINION, STATEMENT, OR OTHER MATERIAL OR DATABASE DISPLAYED, UPLOADED OR DISTRIBUTED IN THE SERVICES OR AVAILABLE THROUGH THE SERVICES, AND WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY THE WASHINGTON POST OR ANY THIRD PARTY. FURTHER, THERE IS NO WARRANTY THAT THE SERVICES WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON.

THE WASHINGTON POST MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED (A) THAT THE INFORMATION PROVIDED THROUGH THE SERVICES WILL BE FREE FROM ERROR, OMISSION, INTERRUPTION, DEFECT, OR DELAY IN OPERATION, OR FROM TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, (B) THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION (C) THAT DEFECTS OR ERRORS IN THE SERVICES WILL BE CORRECTED, OR (D) THAT THE CONTENT ON THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY INFORMATION ON THE SERVICES IS SUBJECT TO CHANGE WITHOUT NOTICE, AND THE WASHINGTON POST DISCLAIMS ALL RESPONSIBILITY FOR THE SERVICES. WE RESERVE THE RIGHT TO CORRECT ANY ERRORS OR OMISSIONS IN THE SERVICES.

9. Limitation of Liability

IN NO EVENT WILL THE WASHINGTON POST OR ITS AFFILIATES OR ANY PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS, USE, MISUSE, OR INABILITY TO USE THE SERVICES OR ANY LINKED SITES, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE. THESE LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF THE WASHINGTON POST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE WASHINGTON POST’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

10. Indemnification

You agree to indemnify and hold harmless The Washington Post and its parent, subsidiaries, and affiliates, and their owners, directors, officers, managers, employees, shareholders, agents, and licensors, from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from your violation of these Terms. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this Section. In such event, you shall provide us with such cooperation as is reasonably requested by us.

11. Termination

The Washington Post may terminate this agreement for any reason at any time. The Washington Post reserves the right, in its sole discretion, to restrict, suspend, or terminate your access to and use of the Services, with or without prior notice. Otherwise applicable sections of the Terms shall survive termination. In addition to any termination rights, we reserve the right to enforce and prosecute any violations of these Terms.

12. Governing Law

This Agreement shall be governed by the laws of the United States and the District of Columbia. By using the Services, you waive any claims that may arise under the laws of other states, countries, territories or jurisdictions. Any claim or dispute arising in connection with the Services shall be decided exclusively by a court of competent jurisdiction located in the District of Columbia, and you consent to the personal jurisdiction of and venue in such courts and waive any and all jurisdictional and venue defenses or objections otherwise available.

13. Miscellaneous

Enterprise Agreement. As described above, individuals or businesses seeking to make commercial use of the Services must enter into an Enterprise Agreement with The Washington Post. Where you are using the Services pursuant to an Enterprise Agreement, the terms of that Enterprise Agreement shall control your use of the Services.

No Waiver. The failure of The Washington Post to enforce any provisions of the Terms or to respond to a breach by you or other parties shall not in any way waive its rights to enforce subsequently any terms or conditions of the Terms or to act with respect with similar breaches.

No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and The Washington Post as a result of these Terms or your access to and use of the Services.

No Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.

Transferability and Assignability. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by The Washington Post without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns.

Entire Agreement. Unless otherwise specified herein, the Terms constitute the entire agreement between you and The Washington Post and govern your use of the Services. If any portion of the Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

Contact Us. If you have any questions about these Terms or the Services, please contact us at arc-sales@arcxp.com.