ARENACX WEBSITE TERMS OF USE

1. Acceptance of Terms

1.1 Agreement to Terms.

These Terms constitute an agreement between ArenaCX and you. If you access or use a Site or submit information through a Site on behalf of a company, nonprofit organization, or other legal entity and you have authority to bind that entity to these Terms, “you” and “your” refer to both you and that entity, as applicable.

Where ArenaCX provides an affirmative acceptance mechanism, including a checkbox, button, or other control associated with a form or submission process, selecting that mechanism constitutes your electronic acceptance of these Terms.

1.2 Organizational Authority.

If you access or use a Site or submit information through a Site on behalf of a company, governmental entity, nonprofit organization, or other legal entity, you represent that you have authority to take the applicable action on behalf of that entity.

Nothing in these Terms confers contracting, procurement, appropriations, or other legal authority upon an individual who does not otherwise possess that authority under applicable law or the governing documents, policies, or procedures of the organization for which that individual acts.

1.3 Mandatory Rights.

Nothing in these Terms is intended to waive any right or remedy that applicable law does not permit you to waive.

2. Scope of These Terms

2.1 Covered Sites.

For purposes of these Terms, the “Sites” consist of the ArenaCX-controlled public-facing webpages made available at:

• (a) arenacx.com;
• (b) providers.arenacx.com;
• (c) channel.arenacx.com; and
• (d) any successor ArenaCX-controlled public website or subdomain that expressly links to or states that it is governed by these Terms.

2.2 Excluded Services and Environments.

The Sites do not include, merely because a Site links to or provides access to them:

• (a) the ArenaCX Marketplace Platform;
• (b) any authenticated customer, provider, channel-partner, or other portal;
• (c) any third-party application, onboarding, collaboration, workflow, portal, or similar environment to which a Site directs you;
• (d) any third-party website, application, portal, platform, payment environment, or other digital service; or
• (e) any ArenaCX product or service expressly governed by a separate agreement.

2.3 Public Website Terms Only.

These Terms govern use of the public Sites. They are not a license to the ArenaCX marketplace or software platform and do not themselves constitute any customer agreement, talent partner agreement, channel partner agreement, data processing agreement, order form, statement of work, opportunity record, customer transaction, or other commercial agreement.

3. Eligibility and Business Use

3.1 Intended Audience.

The Sites are intended principally for business and professional audiences, including organizations seeking outsourcing or related services, service providers, technology or channel partners, suppliers, public-sector organizations, and their respective personnel and representatives.

3.2 Age.

You must be at least eighteen (18) years of age, or the age of legal majority where you reside if higher, to affirmatively agree to these Terms or submit a business inquiry through a Site.

3.3 No Children’s Service.

The Sites are not directed to children and are not intended to solicit personal information from children.

4. Relationship to Separate ArenaCX Agreements

4.1 Separate Agreements Control Their Subject Matter.

Your organization may now or in the future enter into a separate written agreement with ArenaCX relating to the ArenaCX marketplace or software platform, outsourcing opportunities, provider participation, channel participation, customer or provider transactions, sourcing services, billing or payment services, data processing, or other commercial activities (each, a “Separate Agreement”). A Separate Agreement governs the subject matter addressed by that Separate Agreement.

4.2 No Amendment of Separate Agreements.

THESE TERMS DO NOT AMEND, REPLACE, SUPERSEDE, TERMINATE, WAIVE, OR OTHERWISE MODIFY ANY SEPARATE AGREEMENT, INCLUDING ANY TALENT PARTNER AGREEMENT, CUSTOMER AGREEMENT, CHANNEL PARTNER AGREEMENT, PLATFORM AGREEMENT, ORDER FORM, STATEMENT OF WORK, DATA PROCESSING AGREEMENT, OPPORTUNITY RECORD, OR CUSTOMER TRANSACTION.

If a provision of these Terms conflicts with a Separate Agreement concerning subject matter governed by that Separate Agreement, the Separate Agreement controls with respect to that subject matter.

4.3 Website Use Does Not Alter Commercial Rights.

Accessing or ceasing to access a Site does not terminate, modify, expand, or diminish rights or obligations arising under a Separate Agreement. Likewise, information displayed or submitted on a Site does not modify fees, referral protections, protected periods, service levels, payment obligations, deliverables, confidentiality duties, indemnification obligations, data-processing obligations, or other commercial terms established under a Separate Agreement.

5. Limited Right to Use the Sites

5.1 Limited License.

Subject to these Terms, ArenaCX grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Sites and Site Content for lawful business, professional, informational, and evaluation purposes.

5.2 Reservation of Rights.

Except for the limited right expressly granted in Section 5.1, ArenaCX and its licensors reserve all right, title, and interest in and to the Sites and Site Content.

No right or license is granted by implication, estoppel, exhaustion, or otherwise except as expressly stated in these Terms or a Separate Agreement.

6. ArenaCX Intellectual Property

6.1 ArenaCX Content.

Except for Third-Party Content described in Section 7, the Sites and the text, graphics, layouts, interfaces, databases, compilations, software, code, designs, photographs, videos, illustrations, reports, methodologies, branding, logos, trade names, trademarks, service marks, and other content made available through the Sites (collectively, “Site Content”) are owned by ArenaCX or its licensors and are protected by applicable intellectual-property and other laws.

6.2 Permitted Copies.

You may print or download a reasonable number of copies of publicly available Site Content solely for lawful internal business or informational purposes, provided that you do not remove copyright, trademark, attribution, or other proprietary notices.

6.3 Prohibited Exploitation.

Except as expressly authorized by ArenaCX in writing or permitted by non-waivable applicable law, you may not reproduce, republish, distribute, sell, license, sublicense, publicly display, create derivative works from, commercially exploit, or otherwise use Site Content outside the limited purposes permitted by these Terms.

6.4 ArenaCX Marks.

The ArenaCX name, logo, trademarks, service marks, product names, and related branding are proprietary to ArenaCX. Nothing in these Terms authorizes you to use any ArenaCX mark in a manner that suggests sponsorship, endorsement, affiliation, or approval that ArenaCX has not expressly authorized.

6.5 Intellectual-Property Concerns.

If you believe material appearing on a Site infringes intellectual-property rights that you own or are authorized to enforce, you may contact ArenaCX at legal@arenacx.com with sufficient information for ArenaCX to identify the material, understand the claimed right, and evaluate the request.

7. Provider, Partner, and Other Third-Party Content

7.1 Third-Party Materials.

The Sites may display names, trademarks, service descriptions, statements, case studies, materials, links, or other information owned or supplied by outsourcing providers, technology providers, channel partners, customers, suppliers, or other third parties (“Third-Party Content”).

7.2 Ownership.

Third-Party Content remains subject to the intellectual-property rights of its applicable owner. Display of Third-Party Content on a Site does not grant you a license to use the content other than as necessary to view it through the Site.

7.3 Source and Currency.

Certain Third-Party Content may be provided by the applicable third party or derived from information that the third party has made publicly available. Third parties remain responsible for statements concerning their own products, services, capabilities, personnel, certifications, pricing, availability, and performance unless ArenaCX expressly states otherwise.

7.4 Separate Partner Rights.

Where ArenaCX’s right to display or use a partner’s trademarks, logos, content, or other materials is governed by a Separate Agreement, that Separate Agreement governs ArenaCX’s rights and obligations concerning those materials.

8. Website Inquiries and Other Submissions

8.1 Submissions.

The Sites may allow you to submit business inquiries, contact information, descriptions of business needs, supplier inquiries, public-sector solicitation information, feedback, or other information through forms or similar features (collectively, “Submissions”).

8.2 Accuracy and Authority.

You represent that:

• (a) information you knowingly provide through a Submission is accurate in all material respects;
• (b) you are authorized to provide the information;
• (c) your Submission does not knowingly violate another person’s intellectual-property, privacy, confidentiality, contractual, or other rights; and
• (d) you will not impersonate another person or organization or materially misrepresent your affiliation with another person or organization.

8.3 Limited Right to Process a Submission.

You authorize ArenaCX and service providers acting on ArenaCX’s behalf to receive, reproduce, transmit, store, review, use, and internally disclose your Submission to the extent reasonably necessary to:

• (a) respond to your inquiry;
• (b) evaluate or route the inquiry to appropriate ArenaCX personnel;
• (c) evaluate a potential business relationship;
• (d) administer and improve ArenaCX’s inquiry processes;
• (e) maintain security, detect abuse, and prevent fraud;
• (f) comply with applicable law; and
• (g) take other actions reasonably necessary to fulfill the purpose for which you submitted the information.

This Section does not transfer ownership of your Submission to ArenaCX.

8.4 Requested Third-Party Introductions.

If you expressly request, authorize, or direct ArenaCX to introduce you to, obtain information from, or facilitate communications with a particular provider or other third party, you authorize ArenaCX to disclose relevant portions of your Submission to that third party to the extent reasonably necessary to fulfill that request.

ArenaCX’s disclosure of personal information in these circumstances is further described in its Privacy Policy.

8.5 No Automatic Provider Distribution.

Submission of a general website inquiry does not, by itself, mean that your personal information will automatically be distributed to members of ArenaCX’s provider network.

Any subsequent sourcing, provider-selection, opportunity-sharing, or commercial process may be subject to additional disclosures, permissions, or Separate Agreements.

9. Confidential, Sensitive, and Regulated Information

9.1 Public Website Forms Are Not a Secure Data Room.

Unless ArenaCX expressly provides a secure collection method designed for a particular category of information, you should not use a public Site form to submit information requiring specialized confidentiality, security, or regulatory handling.

9.2 Information You Should Not Submit.

Without ArenaCX’s express prior authorization and an ArenaCX-approved secure transmission method, you must not submit through a public Site form:

• (a) Social Security numbers or comparable national identification numbers;
• (b) passport, driver’s-license, or other government-identification numbers;
• (c) payment-card information, bank-account credentials, passwords, authentication credentials, or security codes;
• (d) protected health information or medical records;
• (e) biometric templates or genetic information;
• (f) classified government information;
• (g) Controlled Unclassified Information or export-controlled technical data requiring specialized handling;
• (h) information concerning criminal convictions or offenses;
• (i) special-category personal data under Article 9 of the GDPR unless expressly requested and lawfully authorized; or
• (j) another person’s trade secrets or confidential information that you do not have authority to disclose.

9.3 No Implied Confidentiality Agreement or Special Relationship.

A Submission does not, by itself, create a fiduciary, agency, partnership, joint-venture, nondisclosure, or other special or confidential relationship or any contractual confidentiality obligation.

If ArenaCX and you or your organization have a Separate Agreement or nondisclosure agreement that applies to the submitted information, that agreement controls.

ArenaCX will nevertheless process personal information in accordance with its Privacy Policy and applicable law.

10. Acceptable Use and Prohibited Conduct

You must not, and must not knowingly assist another person to:

10.1 Unlawful Use.

Use a Site in violation of applicable law or in furtherance of fraudulent, deceptive, unlawful, infringing, or abusive activity.

10.2 Security Interference.

Introduce viruses, malware, ransomware, worms, Trojan horses, malicious code, or other technology intended to interfere with, damage, disrupt, disable, or compromise a Site or related system.

10.3 Unauthorized Access.

Attempt to gain unauthorized access to any account, system, server, database, API, network, nonpublic page, restricted area, or data associated with ArenaCX or a third party.

10.4 Circumvention.

Circumvent or attempt to circumvent access controls, security controls, technical restrictions, rate limits, robots directives, or other measures used to protect a Site or Site Content.

10.5 Impersonation and Misrepresentation.

Impersonate ArenaCX, an ArenaCX employee, a customer, provider, partner, or another person, or falsely state or materially misrepresent your affiliation with a person or entity.

10.6 Spam and Automated Solicitation.

Use a Site or information obtained from a Site to send unlawful unsolicited communications, spam, bulk solicitations, or automated marketing communications.

10.7 Harmful Use.

Use a Site in a manner reasonably likely to impair the Site’s availability, integrity, security, or performance or interfere with another person’s lawful use of the Site.

11. Automated Access, Scraping, Data Harvesting, and Artificial Intelligence

11.1 Unauthorized Automated Collection.

Except as expressly authorized in writing by ArenaCX, permitted under Section 11.3, or permitted by non-waivable applicable law, you may not use bots, crawlers, spiders, scrapers, automated scripts, browser automation, data-extraction tools, or similar technologies to access, copy, monitor, harvest, extract, download, index, or compile Site Content by automated means.

11.2 Prohibited Data Uses.

Without ArenaCX’s prior written permission, you may not use Site Content or data derived from the Sites to:

• (a) create or populate a competing provider directory, marketplace, database, or commercial intelligence product;
• (b) compile contact information for bulk or automated solicitation;
• (c) reconstruct a nonpublic ArenaCX dataset;
• (d) circumvent limitations on access to Site Content;
• (e) train, fine-tune, evaluate, benchmark, ground, or otherwise develop an artificial-intelligence or machine-learning model or system; or
• (f) provide Site Content as training, retrieval, grounding, or evaluation data for another person’s artificial-intelligence or machine-learning system.

11.3 Search Engines.

ArenaCX permits ordinary indexing of publicly accessible webpages by legitimate general-purpose search engines to the extent the indexing is consistent with ArenaCX’s applicable robots instructions, metadata, technical controls, and other published machine-readable directives.

11.4 Reservation of Text-and-Data-Mining Rights.

To the fullest extent permitted by applicable law, ArenaCX expressly reserves its rights with respect to text and data mining of Site Content, including rights capable of reservation under Article 4(3) of Directive (EU) 2019/790 and corresponding national implementing laws.

Nothing in this Section limits an exception or right that applicable law makes non-waivable.

12. Information About Providers, Partners, and ArenaCX Services

12.1 Provider and Partner Information.

The Sites may describe providers, partners, services, capabilities, industries, sourcing approaches, screening processes, marketplace offerings, or potential commercial relationships. Such information is intended to facilitate evaluation and business discussions and is not, by itself, a contractual warranty concerning any particular third party.

12.2 Screening, Vetting, and Matching.

ArenaCX may use screening, vetting, accreditation, evaluation, recommendation, or matching processes in connection with providers or opportunities.

Any such process is based on the criteria and information applicable when the process is conducted and does not guarantee a provider’s future performance, continued qualifications, availability, regulatory status, financial condition, or suitability for a particular engagement.

Each customer remains responsible for evaluating whether a provider is appropriate for the customer’s requirements, and each provider remains responsible for the products and services it offers and performs, except to the extent a Separate Agreement expressly provides otherwise.

12.3 Case Studies, Metrics, and Results.

Case studies, examples, testimonials, statistics, performance metrics, timelines, savings, sourcing-speed statements, comparisons, or other results described on a Site may reflect particular circumstances and are not a guarantee that another customer, provider, project, or transaction will achieve the same result.

Nothing in these Terms is intended to disclaim or contradict an express representation to the extent applicable law prohibits such disclaimer or contradiction.

12.4 Informational Content.

Articles, white papers, guides, reports, educational materials, and other Site Content are provided for general informational purposes and do not constitute legal, tax, accounting, investment, regulatory, procurement, cybersecurity, or other professional advice.

13. Website Inquiries Do Not Create Commercial Transactions

13.1 No Offer or Acceptance.

Unless ArenaCX expressly states otherwise in a separately authorized written document, Site Content and Site forms are invitations to communicate and are not offers capable of acceptance.

13.2 No Contract Through General Inquiry.

Submitting an inquiry, requirement, RFP number, project description, deadline, supplier inquiry, provider inquiry, or similar information through a Site does not, by itself:

• (a) create a customer or provider transaction;
• (b) create any customer, talent partner, channel partner, platform, or other Separate Agreement;
• (c) obligate ArenaCX to identify, recommend, retain, or introduce any provider;
• (d) obligate a provider or other third party to respond;
• (e) obligate ArenaCX to submit a bid or proposal;
• (f) constitute ArenaCX’s acceptance of procurement terms or solicitation requirements; or
• (g) create a fiduciary, partnership, joint-venture, employment, agency, or similar relationship.

13.3 Public-Sector Inquiries.

For clarity, Site Content and a Site Submission do not constitute an authorized bid, offer, proposal, certification, representation of responsibility, response to solicitation, procurement contract, or commitment of ArenaCX to governmental terms unless ArenaCX expressly issues such a document through personnel authorized to do so.

13.4 Underlying Transactions.

Where a customer and third-party provider later enter into a transaction, the rights and obligations relating to that transaction are governed by the applicable agreements, not by these Website Terms.

14. Third-Party Websites, Platforms, and Services

14.1 Outbound Links and Handoffs.

A Site may link or direct you to a website, application, portal, platform, or service operated by a third party, including a provider that performs services for ArenaCX. For example, a provider application or login may be completed in an external workflow rather than on an ArenaCX public Site.

14.2 Separate Terms and Notices.

A third-party destination may be subject to additional or different terms of use, privacy notices, security practices, and contractual arrangements.

The fact that ArenaCX links to or uses a third-party technology does not cause that third-party environment to become part of the Sites governed by these Terms.

14.3 Service Providers Acting for ArenaCX.

Nothing in this Section means that ArenaCX disclaims obligations imposed upon it by applicable privacy law merely because a service provider processes information on ArenaCX’s behalf.

To the extent ArenaCX receives or controls personal information submitted through a service provider acting for ArenaCX, ArenaCX’s handling of that information is described in its Privacy Policy and any applicable Separate Agreement.

14.4 Independent Third Parties.

ArenaCX is not responsible for the independent acts, omissions, products, services, content, or privacy practices of an unaffiliated third party acting outside ArenaCX’s direction or control.

15. Feedback

If you voluntarily provide suggestions, ideas, recommendations, or other feedback specifically concerning the design, functionality, or improvement of a Site or ArenaCX service (“Feedback”), you grant ArenaCX and its affiliates a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use, reproduce, modify, adapt, incorporate, develop, distribute, commercialize, and otherwise use that Feedback without restriction or compensation to you.

This Section does not transfer ownership of business information contained in an ordinary customer or supplier inquiry and does not override confidentiality obligations contained in a Separate Agreement.

ArenaCX’s use of personal information contained in Feedback remains subject to applicable privacy law and the Privacy Policy.

16. Privacy, Cookies, and Communications

16.1 Privacy Policy.

ArenaCX’s Privacy Policy describes how ArenaCX collects, uses, discloses, retains, and otherwise processes personal information in connection with the Sites and other activities identified in that policy. The Privacy Policy is a separate privacy notice and does not amend commercial rights or obligations established by a Separate Agreement.

16.2 Cookies and Similar Technologies.

ArenaCX may use cookies, tags, pixels, local storage, analytics technologies, and similar technologies as described in its Privacy Policy and applicable cookie or preference notices. Where consent or an opportunity to object is legally required, ArenaCX will provide applicable choices through the mechanism designated for that purpose.

16.3 Responsive Communications.

By submitting contact information through a Site for the purpose of requesting information, discussing a program, submitting a requirement, making a supplier inquiry, or requesting another business response, you authorize ArenaCX to contact you using the information you provide for purposes reasonably related to that request.

16.4 Marketing Communications.

Consent to receive marketing communications, where required, will be requested separately from acceptance of these Terms. Acceptance of these Terms or acknowledgment of the Privacy Policy does not, by itself, constitute consent to receive marketing communications where applicable law requires separate consent.

17. Site Availability, Modification, and Suspension

17.1 Availability.

ArenaCX may modify, update, suspend, limit, or discontinue all or any portion of a Site or Site Content from time to time.

17.2 No Availability Commitment.

Unless expressly stated in a Separate Agreement, ArenaCX does not guarantee that a Site will be continuously available, uninterrupted, error-free, secure from every threat, or compatible with every browser, device, or configuration.

17.3 Restriction of Access.

ArenaCX may restrict or block access to a Site where ArenaCX reasonably believes such action is necessary to protect the Site, ArenaCX, its customers, providers, partners, systems, data, or other users; to prevent suspected unlawful or abusive conduct; or to comply with law.

Restriction of public Site access does not itself terminate or modify a Separate Agreement.

18. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITES AND SITE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

EXCEPT FOR AN EXPRESS WARRANTY CONTAINED IN A SEPARATE WRITTEN AGREEMENT SIGNED BY ARENACX OR A WARRANTY THAT APPLICABLE LAW DOES NOT PERMIT ARENACX TO DISCLAIM, ARENACX DISCLAIMS ALL WARRANTIES RELATING TO THE SITES OR SITE CONTENT, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

ArenaCX does not warrant that:

• (a) the Sites will be uninterrupted or error-free;
• (b) Site Content will always be complete, current, or free from error;
• (c) use of a Site will produce a particular commercial result;
• (d) a particular provider, partner, opportunity, customer, or transaction will be available or suitable; or
• (e) information transmitted over the internet will be immune from delays, failures, interception, or other risks inherent in electronic communications.

This Section does not disclaim warranties ArenaCX expressly undertakes in a Separate Agreement.

19. Limitation of Liability

19.1 Exclusion of Certain Damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARENACX AND ITS AFFILIATES, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THE SITES, SITE CONTENT, OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19.2 Aggregate Liability Cap.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARENACX’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SITES, SITE CONTENT, OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) ONE HUNDRED U.S. DOLLARS (US $100); OR (B) THE AMOUNT, IF ANY, THAT YOU PAID DIRECTLY TO ARENACX SOLELY FOR ACCESS TO OR USE OF THE PUBLIC SITES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

For avoidance of doubt, fees paid under a Separate Agreement are not “amounts paid for access to or use of the public Sites” for purposes of this Section.

19.3 Non-Waivable Liability.

Nothing in these Terms excludes or limits liability to the extent applicable law prohibits such exclusion or limitation.

19.4 Separate Agreements.

A liability limitation contained in an applicable Separate Agreement controls claims governed by that Separate Agreement.

20. Indemnification

To the maximum extent permitted by applicable law, you will defend, indemnify, and hold harmless ArenaCX and its affiliates and their respective officers, directors, employees, and agents from and against third-party claims, actions, liabilities, damages, judgments, settlements, penalties, costs, and reasonable attorneys’ fees to the extent arising from:

• (a) material that you submit through a Site in violation of another person’s intellectual-property, privacy, confidentiality, or other legal rights;
• (b) your unlawful, fraudulent, or intentionally abusive use of a Site;
• (c) your introduction of malicious code or intentional interference with a Site or related system; or
• (d) your material violation of Section 10 or Section 11.

ArenaCX will provide reasonable notice of an indemnified third-party claim where practicable, and you will reasonably cooperate in the defense of the claim. Failure to provide prompt notice will not relieve you of your indemnification obligations except to the extent you are materially prejudiced by the delay.

ArenaCX may, at its option, assume exclusive control of the defense and settlement of any matter subject to indemnification, at your expense, using counsel reasonably selected by ArenaCX. If ArenaCX does not assume control of the defense, you may control the defense using counsel reasonably acceptable to ArenaCX; provided that you may not settle a claim in a manner that admits liability on ArenaCX’s behalf, imposes a nonmonetary obligation upon ArenaCX, or fails to provide ArenaCX an appropriate release without ArenaCX’s prior written consent.

This Section does not create an indemnification obligation relating to a customer or provider transaction or other matter governed by a Separate Agreement.

21. Compliance With Law and International Use

21.1 Compliance.

You must use the Sites in compliance with applicable law, including applicable intellectual-property, privacy, cybersecurity, anti-spam, export-control, and economic-sanctions laws.

21.2 International Access.

ArenaCX operates from the United States, but the Sites may be accessible internationally.

ArenaCX does not represent that every Site feature or item of Site Content is appropriate or legally available in every jurisdiction.

21.3 Mandatory Local Law.

Where applicable law grants you rights that cannot lawfully be limited by these Terms, those rights remain unaffected.

22. DISPUTE RESOLUTION; BINDING ARBITRATION; CLASS-ACTION WAIVER

22.1 Applicability; Separate Agreements.

Except as otherwise expressly provided in this Section, and except for a dispute governed by the dispute-resolution provisions of a Separate Agreement, any dispute, claim, or controversy arising out of or relating to these Terms, the Sites, Site Content, or your use of a Site (a “Dispute”) shall be resolved in accordance with this Section.

Where a Separate Agreement governs a Dispute, the dispute-resolution provisions of that Separate Agreement shall control.

22.2 Informal Resolution.

Before commencing arbitration, the party asserting a Dispute shall provide the other party written notice reasonably describing the nature of the Dispute and the relief requested.

Notice to ArenaCX shall be sent to legal@arenacx.com and to the mailing address identified in Section 24. ArenaCX may provide notice to you at the email address or mailing address you provided to ArenaCX in connection with your use of a Site or a Submission.

The parties shall attempt in good faith to resolve the Dispute for thirty (30) days following receipt of the notice.

To the extent permitted by applicable law, any applicable statute of limitations or contractual limitations period shall be tolled during that thirty (30)-day informal-resolution period.

Nothing in this subsection prohibits either party from seeking temporary or preliminary relief where delay would create a material risk of irreparable harm.

22.3 Agreement to Arbitrate.

EXCEPT AS EXPRESSLY PROVIDED BELOW, YOU AND ARENACX AGREE THAT ANY DISPUTE BETWEEN YOU THAT IS SUBJECT TO AN ENFORCEABLE AGREEMENT TO ARBITRATE UNDER THESE TERMS WILL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION AND NOT IN COURT.

The arbitration shall be administered by JAMS under its then-current Comprehensive Arbitration Rules and Procedures, except that if JAMS determines that its Consumer Arbitration Minimum Standards or another mandatory consumer procedure applies, those standards or procedures shall apply to the extent required.

The arbitration shall be conducted before one neutral arbitrator.

If JAMS is unavailable or unwilling to administer an arbitration in accordance with this Section, the parties shall attempt in good faith to select another nationally recognized arbitration provider. If the parties cannot agree on a substitute provider or arbitrator, either party may seek appointment of an arbitrator as permitted by the Federal Arbitration Act, including 9 U.S.C. § 5.

Judgment on the arbitrator’s final award may be entered in any court having jurisdiction.

22.4 Federal Arbitration Act.

The parties agree that these Terms involve interstate and international commerce and that the Federal Arbitration Act, 9 U.S.C. §§ 1–16, governs the interpretation, enforceability, and enforcement of this arbitration agreement.

Except to the extent preempted by or inconsistent with the Federal Arbitration Act, the substantive law identified in Section 22.10 shall govern.

22.5 Location and Manner of Arbitration.

The legal seat of arbitration shall be Wilmington, Delaware, unless applicable law or mandatory arbitral rules require otherwise.

Hearings may be conducted by telephone, videoconference, written submissions, or another reasonable remote means unless the arbitrator determines that an in-person hearing is necessary.

Where applicable law or mandatory arbitral rules entitle an individual to arbitration in another location or manner, that requirement shall control.

22.6 Small-Claims Court.

Notwithstanding Section 22.3, either party may bring an individual action in a small-claims court of competent jurisdiction if the action qualifies for that court’s jurisdiction and remains an individual action.

22.7 Provisional and Equitable Relief.

Notwithstanding Section 22.3, either party may seek temporary, preliminary, or other provisional equitable relief from a court of competent jurisdiction where reasonably necessary to preserve the status quo, prevent actual or threatened unauthorized access or misuse, protect intellectual-property or confidential-information rights, prevent irreparable harm, or preserve the meaningful availability of arbitration.

Seeking such relief does not waive the right to arbitrate the underlying Dispute.

22.8 Class, Collective, and Representative Action Waiver.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND ARENACX AGREE THAT EACH PARTY MAY ASSERT CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE ACTION.

Unless you and ArenaCX agree otherwise in writing, the arbitrator may not consolidate the claims of more than one person and may not preside over any form of class, collective, consolidated, or representative proceeding, except to the extent applicable law provides a non-waivable right to pursue a particular claim or remedy.

Nothing in this Section waives a non-waivable right to seek public injunctive relief. To the extent applicable law prohibits requiring a claim for public injunctive relief to proceed in arbitration, that claim may proceed in a court of competent jurisdiction, and the remaining arbitrable claims shall remain subject to arbitration to the fullest extent permitted by law.

22.9 Jury-Trial Waiver.

TO THE EXTENT A DISPUTE IS SUBJECT TO ARBITRATION, YOU AND ARENACX EACH KNOWINGLY WAIVE THE RIGHT TO HAVE THAT DISPUTE DECIDED BY A JUDGE OR JURY IN COURT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FOR ANY DISPUTE PERMITTED TO PROCEED IN COURT, YOU AND ARENACX EACH WAIVE THE RIGHT TO A TRIAL BY JURY.

22.10 Delaware Law.

Except to the extent a Separate Agreement governs, these Terms and any Dispute arising from them are governed by the laws of the State of Delaware and applicable federal law, without regard to conflict-of-laws rules that would require application of another jurisdiction’s law, subject to any non-waivable rights provided by applicable law.

22.11 Court Proceedings Not Subject to Arbitration.

If a court determines that a particular Dispute is not subject to a valid and enforceable agreement to arbitrate, or if arbitration cannot lawfully be required, then, subject to any mandatory law to the contrary, the Dispute shall be brought exclusively in the state or federal courts located in Delaware.

Each party consents to personal jurisdiction and venue in those courts.

22.12 Non-Waivable Rights.

Nothing in this Section shall be interpreted to waive or limit a substantive right or remedy that applicable law does not permit the parties to waive by predispute agreement.

If a particular limitation in this Section is unenforceable as to a particular claim or remedy, that limitation shall be severed or modified to the minimum extent necessary, and the remainder of this Section shall remain effective to the fullest extent permitted by law.

22.13 Governmental Entities.

Nothing in this Section requires a governmental entity to waive sovereign immunity, statutory venue rights, procurement restrictions, or another protection that applicable law does not permit the entity to waive.

23. Changes to These Terms

23.1 Updates.

ArenaCX may update these Terms from time to time by posting revised Terms and updating the “Last Updated” date.

23.2 Material Changes.

Where appropriate under the circumstances or required by applicable law, ArenaCX may provide additional notice of a material change.

23.3 Prospective Effect.

Unless applicable law requires otherwise, a change to these Terms will apply prospectively from its stated effective date and will not retroactively alter rights or obligations arising from conduct that occurred before the change became effective.

23.4 Continued or Subsequent Use.

Your continued use of a Site after revised Terms become effective constitutes acceptance of the revised Terms to the extent permitted by applicable law. Where ArenaCX requires affirmative acceptance for a particular Site activity, ArenaCX may require you to accept the then-current Terms before completing that activity.

23.5 Changes to Dispute Resolution.

Notwithstanding the foregoing, a material amendment to Section 22 will not apply to a Dispute of which either party had received written notice before the amendment’s effective date. Where applicable law requires renewed affirmative assent to a material amendment to Section 22, ArenaCX will obtain such assent before applying the amended provision.

24. Notices

24.1 Legal Notices to ArenaCX.

Legal notices concerning these Terms may be sent to:

• ArenaCX, Inc.
• 5540 Centerview Drive
• Suite 200 PMB262
• Raleigh, NC 27606
• United States
• Email: legal@arenacx.com

24.2 Notices From ArenaCX.

ArenaCX may provide notices concerning the Sites or these Terms by posting notice on the applicable Site, by email where ArenaCX has an appropriate email address, or through another reasonable method permitted by applicable law.

24.3 Privacy Requests.

Privacy-rights requests should be submitted through the mechanism identified in ArenaCX’s Privacy Policy rather than through the legal-notice procedure in this Section.

25. Assignment; Waiver; Severability; No Third-Party Beneficiaries

25.1 Assignment.

You may not assign or transfer these Terms or rights arising under these Terms without ArenaCX’s prior written consent.

ArenaCX may assign these Terms in connection with a merger, reorganization, financing, change of control, sale of assets, or other corporate transaction, or to an affiliate or successor.

25.2 Waiver.

ArenaCX’s failure or delay in exercising a right under these Terms does not waive that right.

25.3 Severability.

If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law or, if that is not possible, severed, and the remaining provisions will continue in effect.

25.4 No Third-Party Beneficiaries.

Except as expressly stated in these Terms, these Terms do not create rights in any third-party beneficiary.

25.5 Headings.

Headings are for convenience only and do not affect interpretation.

26. Entire Website Terms; Contact

26.1 Entire Agreement Concerning Public Website Use.

These Terms and any supplemental Site terms expressly presented by ArenaCX and accepted by you constitute the agreement between you and ArenaCX concerning your use of the public Sites.

They do not constitute the entire agreement between ArenaCX and an organization concerning a commercial relationship governed by a Separate Agreement.

26.2 Privacy Policy.

ArenaCX’s Privacy Policy is available at https://arenacx.com/privacy/ and describes ArenaCX’s personal-information practices.

The Privacy Policy is a privacy notice and does not modify commercial terms contained in a Separate Agreement.

26.3 Survival.

Sections concerning intellectual property, Submissions, confidential or regulated information, prohibited uses, automated access and artificial-intelligence use, disclaimers, limitations of liability, indemnification, dispute resolution, arbitration, class-action waiver, jury-trial waiver, governing law, forum, and any other provision that by its nature should survive will survive cessation of Site use.

26.4 Questions.

Questions concerning these Terms may be directed to legal@arenacx.com.