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LEGAL / ARRINGTON DIGITAL
The business terms that apply when you use Arrington Digital’s website, software or services.
A clear foundation for working together.
ADX / 01
LEGAL / THE DETAILS
Read the conditions governing use of this website and how they relate to separately agreed services and software.
Acceptance and who we are
By using arringtondx.com, our software or our services, you agree to these Terms. If you use them for an organization, you confirm you have authority to bind it; “you” then means that organization.
These Terms are between you and B.Arren, LLC. DBA/ Arrington Digital (Pennsylvania, USA) or, where your order names it, Arrington Digital Ltd. (Kingston, Jamaica). They cover our website; our software, including Surge with Vicki Ann, LaunchIQ and other applications, APIs and AI agents (the Platform); and our professional and managed services (the Services).
Most engagements are governed by a signed MSA, SOW, order form or DPA. If one conflicts with these Terms, the signed agreement controls. Our Privacy Policy explains how we handle personal information. The Platform and Services are for business use; you must be at least 18 and able to enter a binding contract.
Accounts, acceptable use and your responsibilities
Keep login details confidential, use MFA where available, and tell security@arringtondx.com promptly if you suspect unauthorised access. You are responsible for activity under your accounts and for users you invite.
You must not break the law or infringe privacy, intellectual property or other rights; send spam or messages to people who have not opted in, including WhatsApp, SMS or email; upload malware, probe or attack our systems, or bypass security or usage limits; reverse engineer, copy, resell or build a competing product from the Platform except where law allows; use Platform or AI features to harass, deceive, impersonate, unlawfully discriminate or create illegal, exploitative, violent or hateful content; make fully automated decisions with legal or similarly significant effects without legally required human review and notices; or process special-category or highly regulated information, such as HIPAA health records, unless we agree in writing and sign required documents.
You are responsible for the data you put into the Platform, and for having a lawful basis, notices and consents to collect it and let us process it—including from employees, applicants, guests and customers. Where required, tell people they are interacting with an AI agent and that calls or chats may be recorded.
Surge helps calculate pay, taxes, statutory contributions and compliance tasks using the data and settings you provide. You remain responsible for reviewing payroll before it runs, filings and payments to authorities such as TAJ, NIS or the IRS, and employment decisions. We may suspend access if we reasonably believe you are breaching this section or creating a security or legal risk; where possible, we will explain why.
AI features and large language models
The Platform includes AI features powered by our own models and third-party LLMs. What you or your end users submit is Input; what the feature generates is Output. As between you and us, you own Input and, to the extent the law allows, Output generated for you. We may use them only to provide, secure and support the Platform for you.
We do not use your Input, Output or customer data to train general-purpose models. We train or fine-tune custom models on your data only under a signed SOW, and those models are for your use.
Some features send Input to third-party model providers under their terms and our agreements. You agree not to use AI features in ways that breach those providers’ policies.
Output can be inaccurate, incomplete, biased or similar to content generated for others. Review it before relying on it, especially for legal, financial, medical, employment or safety decisions. Candidate rankings, readiness scores and similar outputs assist human judgment, not replace it.
When you configure an agent such as Vicki Ann, it acts on the information, policies, prices and instructions you provide. Keep those details current and are responsible for commitments the agent makes within its configured limits. Do not present an AI agent as human, and keep required disclosures enabled. We may update, replace or retire models; output may change as a result.
Third-party integrations, WhatsApp and social platforms
The Platform connects to services we do not own or control, including AWS, Google Cloud, Microsoft Azure, Snowflake, Databricks, Salesforce, QuickBooks Online, Sage Intacct, Unanet, Noyo, messaging and voice carriers, and social platforms. Your use is subject to each service’s terms, licenses and privacy policy; you are responsible for holding required accounts and licenses.
If you use WhatsApp, follow the WhatsApp Business Terms, Messaging Policy and Commerce Policy. Get opt-in before business-initiated messages, promptly honor opt-outs, use approved templates where required, and do not send prohibited content. Meta may charge for some conversations; charges pass through as stated in your order.
If you connect Facebook, Instagram or another social account, follow that platform’s terms and authorise us to access the account only as needed for the features you enable. We are independent of platform vendors and are not responsible for their availability, accuracy, security, pricing, API changes or account suspensions. If an integration changes or is withdrawn, we may change or discontinue the feature.
By connecting an integration, you instruct us to exchange data as configured and confirm you have the rights needed to do so.
Data, intellectual property, fees and confidentiality
You own the data you and your users put into the Platform (Customer Data). You grant us a limited license to host, process, transmit and display it only to provide, secure and support the Platform and Services under our Privacy Policy and DPA. We may use aggregated, de-identified statistics that do not identify you or any person to operate and improve products.
We own the Platform, software, AI agents, our own models, documentation, frameworks, templates, know-how and improvements. During a subscription, we grant you a non-exclusive, non-transferable right to use the Platform for your internal business purposes. Ownership of deliverables built specifically for you is set out in the SOW. We may use feedback without obligation.
Fees, billing periods and payment terms are in your order form, MSA or SOW. Unless stated otherwise, fees are payable in advance, non-refundable and exclude taxes, which you are responsible for. Third-party pass-through charges, such as WhatsApp conversation, carrier, cloud consumption or AI usage above your plan, may be billed separately. We may suspend access for invoices more than 30 days overdue after notice.
Each party keeps the other’s non-public business, technical and financial information confidential, uses it only to perform under these Terms and protects it with at least reasonable care. This does not cover public, already known or independently developed information, or information that must be disclosed by law (with notice where allowed).
Warranties and disclaimers
We provide the Platform and Services with reasonable skill and care, consistent with industry standards. Any service levels are in your order or SOW.
Except as stated in a signed agreement, the website, Platform, AI features and Services are provided “as is” and “as available.” We disclaim other express or implied warranties, including merchantability, fitness for a particular purpose, non-infringement and that the Platform will be error-free or uninterrupted. We do not guarantee business outcomes, timelines, cost savings, regulatory approval or audit results. We are not a law firm, accounting firm, financial institution or insurer, and nothing we provide is legal, tax, financial or regulatory advice.
Limitation of liability
To the maximum extent the law allows, neither party is liable for indirect, incidental, special, consequential or punitive damages, or lost profits, revenue, data or goodwill. Each party’s total liability arising from these Terms is limited to the fees you paid us in the 12 months before the event giving rise to the claim. These limits do not apply to payment obligations, a party’s breach of confidentiality, indemnity obligations, or where the law does not allow them.
Indemnity
You will defend and indemnify us against third-party claims arising from your Customer Data, use of the Platform in breach of these Terms or the law, messages sent through the Platform, or breach of a third-party platform’s terms. We will defend and indemnify you against third-party claims that the Platform, used as permitted, infringes their intellectual property rights.
Term, suspension and termination
These Terms apply while you use the website, Platform or Services. Subscriptions run for the term in your order and renew as stated there. Either party may terminate for material breach not cured within 30 days of written notice.
When use ends, your right to use the Platform ends. You may export Customer Data for 30 days; after that, we delete it within 90 days unless the law requires retention. Terms that by their nature should survive—including data, IP, fees owed, confidentiality, disclaimers, liability, indemnity and governing law—survive termination.
Governing law and disputes
These Terms are governed by the laws of the Commonwealth of Pennsylvania, USA, and disputes go to the state or federal courts in Pennsylvania. Where Arrington Digital Ltd. is the contracting party, Jamaica law applies and disputes go to the courts of Jamaica.
Before going to court, both parties will try in good faith to resolve a dispute by negotiation for 30 days. Either party may seek urgent injunctive relief.
General
We may update these Terms by posting a new version. For material changes, we will notify customers at least 30 days in advance; continued use after the effective date means you accept them. You may not assign these Terms without our consent; we may assign them in a merger, acquisition or sale of assets.
Neither party is liable for delays caused by events beyond its reasonable control. If a provision is unenforceable, the rest remains in effect. These Terms and any signed agreement are the entire agreement on their subject.
Contact
B.Arren, LLC. DBA/Arrington Digital, Pennsylvania, USA, and Arrington Digital Ltd., 60 Knutsford Boulevard, Kingston, Jamaica.
Email info@arringtondx.com for general and legal questions, or for privacy matters.
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