Terms of Service

1. Eligibility and Account Registration

1. Age and Authority. You must be at least eighteen (18) years of age and legally authorized to enter into binding contracts. If you are accessing the Service on behalf of an employer or other legal entity, you represent and warrant that you have full authority to bind that entity to these Terms, and the term “you” shall refer to both you individually and the entity you represent.
2. Professional Use. The Service is designed for use by information technology value-added reseller (“IT VAR”) sales professionals in a professional capacity. You represent that you are using the Service in connection with your professional duties and that your employer is aware of and consents to your use.
3. Account Accuracy. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete. You are solely responsible for safeguarding your account credentials and for all activity that occurs under your account.
4. One Account Per Person. Each User may maintain only one account. Creating multiple accounts to circumvent restrictions, abuse features, or manipulate data is grounds for immediate termination.

2. Description of Service

1. Service Overview. MarginArc Consumer is a free web-based application that allows IT VAR sales professionals to input deal parameters (including but not limited to pricing data, margin percentages, OEM information, customer segment details, deal registration status, competitive dynamics, and services attach rates) and receive margin scoring recommendations generated by a proprietary rules-based engine.
2. Free Service. The Service is provided free of charge. MarginArc reserves the right to introduce paid features, modify the scope of free features, or discontinue the free offering at any time, with or without notice.
3. No Guarantee of Availability. MarginArc does not guarantee that the Service will be available at all times or without interruption. The Service may be suspended, restricted, or terminated at any time for maintenance, updates, security, or any other reason in MarginArc’s sole discretion.

4. No Reliance on Recommendations; Disclaimer of Accuracy

1. Informational Purposes Only. All margin scores, recommendations, win probabilities, pricing bands, and other outputs generated by the Service (collectively, “Recommendations”) are provided for informational purposes only. Recommendations do not constitute professional advice, financial advice, pricing mandates, or binding guidance of any kind.
2. No Guarantee of Accuracy. MarginArc makes no representation or warranty that any Recommendation is accurate, complete, reliable, current, or error-free. The scoring engine is based on generalized rules and models that may not account for all factors relevant to your specific deal, customer, market conditions, or competitive environment.
3. User Sole Responsibility. You acknowledge and agree that you are solely responsible for all pricing decisions, deal negotiations, margin targets, and business outcomes. You must exercise your own independent professional judgment when making pricing decisions. MarginArc shall not be responsible for any lost deals, margin erosion, revenue shortfalls, lost profits, damaged customer relationships, competitive disadvantage, termination of employment, or any other adverse consequences resulting from your reliance on or use of any Recommendation.
4. No Fiduciary or Advisory Relationship. Nothing in these Terms or your use of the Service creates a fiduciary, advisory, agency, partnership, joint venture, or employment relationship between you and MarginArc.

5. Data Accuracy and User Responsibility

1. Accuracy of Submitted Data. You are solely responsible for the accuracy, completeness, legality, and reliability of all User Data you submit to the Service. MarginArc does not verify, validate, or audit User Data and shall have no liability for errors, omissions, or inaccuracies in User Data or any resulting Recommendations.
2. Authorization to Submit Data. You represent and warrant that: (a) you are authorized by your employer or principal to submit the User Data; (b) the submission of User Data does not violate any applicable law, regulation, contract, or obligation of confidentiality; and (c) the User Data does not infringe upon the intellectual property or proprietary rights of any third party.
3. Prohibited Data. You shall not submit to the Service any data that: (a) constitutes personally identifiable information of consumers (as opposed to business contacts); (b) is subject to the Health Insurance Portability and Accountability Act (HIPAA); (c) includes payment card data subject to PCI DSS; or (d) is classified as a trade secret under applicable law where submission would constitute misappropriation.

6. Intellectual Property

1. MarginArc Ownership. The Service, including but not limited to all software, code, algorithms, scoring models, rules engines, user interfaces, designs, trademarks, trade names, logos, Aggregated Data, Derived Products, and all related intellectual property rights, are and shall remain the sole and exclusive property of MarginArc. These Terms do not convey to you any ownership interest in or to the Service, and all rights not expressly granted herein are reserved by MarginArc.
2. Restrictions. You shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithms, or underlying logic of the Service or any component thereof; (b) modify, adapt, translate, or create derivative works based on the Service; (c) copy, reproduce, distribute, or publicly display any portion of the Service except as expressly authorized; (d) remove, alter, or obscure any proprietary notices, labels, or marks; or (e) use the Service to build a competitive product or service.
3. Feedback. If you provide any suggestions, ideas, enhancement requests, feedback, or other communications regarding the Service (“Feedback”), you hereby assign to MarginArc all right, title, and interest in and to such Feedback, and MarginArc shall be free to use Feedback for any purpose without obligation or compensation to you.

7. Acceptable Use and Prohibited Conduct

1. Permitted Use. You may use the Service solely for your internal business purposes in connection with evaluating and pricing IT VAR deals.
2. Prohibited Conduct. You shall not:
   • Use any automated means, including bots, scrapers, crawlers, or scripts, to access, collect data from, or interact with the Service;
   • Access the Service through any API, interface, or protocol other than those officially provided by MarginArc;
   • Attempt to circumvent, disable, or interfere with any security features, access controls, or usage limits of the Service;
   • Submit false, misleading, or intentionally inaccurate data for the purpose of manipulating Recommendations, corrupting Aggregated Data, or gaining unfair competitive advantage;
   • Use the Service to engage in any activity that is unlawful, fraudulent, deceptive, or harmful;
   • Interfere with or disrupt the integrity, performance, or availability of the Service or its underlying infrastructure;
   • Publicly attribute any Recommendation to MarginArc in marketing materials, customer communications, or public statements without MarginArc’s prior written consent;
   • Share, publish, or disclose your Recommendations, scores, or outputs in any manner that could reasonably be interpreted as an endorsement, certification, or validation by MarginArc;
   • Resell, redistribute, or provide access to the Service to any third party; or
   • Use the Service in any manner not expressly authorized by these Terms.

8. Account Termination and Suspension

1. Termination by MarginArc. MarginArc may suspend or terminate your account and access to the Service at any time, for any reason or no reason, with or without notice, in its sole and absolute discretion. Reasons for termination may include, but are not limited to: violation of these Terms, misuse of the Service, submission of inaccurate or harmful data, suspected fraudulent activity, or business decision to discontinue the Service.
2. Termination by User. You may terminate your account at any time by contacting legal@marginarc.com. Termination of your account does not terminate MarginArc’s rights under Section 3 (Data Rights, Aggregation, and Commercialization).
3. Effect of Termination. Upon termination: (a) your right to access the Service immediately ceases; (b) MarginArc may delete your account and associated data at its discretion, subject to MarginArc’s right to retain and use User Data and Aggregated Data as set forth in Section 3; and (c) all provisions of these Terms that by their nature should survive termination shall survive, including but not limited to Sections 3, 4, 6, 9, 10, 11, 12, 13, 14, and 17.

11. Indemnification

1. Indemnification Obligation. You agree to indemnify, defend, and hold harmless MarginArc, its owner (Matt Rothberg), and its officers, directors, employees, agents, affiliates, successors, and assigns (collectively, “Indemnified Parties”) from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to: (a) your use of or access to the Service; (b) your violation of these Terms; (c) your User Data or any claim that your User Data infringes or violates the rights of any third party; (d) any pricing decisions you make based on Recommendations; (e) any breach of your representations or warranties under these Terms; or (f) your negligence, willful misconduct, or violation of applicable law.
2. Control of Defense. MarginArc reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Indemnified Parties, and you agree to cooperate with MarginArc’s defense of such claims. You shall not settle any claim without MarginArc’s prior written consent.

12. Governing Law and Dispute Resolution

1. Governing Law. These Terms and any dispute arising out of or relating to these Terms or the Service shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
2. Mandatory Binding Arbitration. Any dispute, controversy, or claim arising out of or relating to these Terms, the Service, or your relationship with MarginArc (including claims arising before the effective date of these Terms) shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator. The seat of arbitration shall be Wilmington, Delaware. The language of the arbitration shall be English. The arbitrator’s award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
3. Class Action Waiver. YOU AND MARGINARC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE, CLASS, OR CONSOLIDATED PROCEEDING.
4. Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.
5. Injunctive Relief. Notwithstanding the foregoing, MarginArc may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights, enforce confidentiality obligations, or prevent unauthorized use of the Service, without the requirement of posting a bond or proving actual damages.
6. Time Limitation. Any claim arising out of or relating to these Terms or the Service must be commenced within one (1) year after the cause of action accrues. Any claim not brought within such period is permanently barred.

13. Confidentiality of Recommendations

1. Confidential Treatment. You agree to treat all Recommendations, scores, win probabilities, and margin bands provided by the Service as confidential information of MarginArc. You shall not disclose, publish, or share such information in any manner that attributes the information to MarginArc or the Service without MarginArc’s prior written consent.
2. Internal Use Only. Recommendations are intended for your internal use in evaluating and pricing deals. You may use the insights derived from Recommendations in your business activities, provided you do not publicly attribute such insights to MarginArc.

14. Third-Party Services and Integrations

1. Third-Party Infrastructure. The Service relies on third-party infrastructure and service providers, including but not limited to: Supabase (database and authentication), Vercel (hosting and deployment), Anthropic Claude AI (document parsing and data extraction), and other vendors. MarginArc is not responsible for the availability, performance, security, or data practices of any third-party service.
2. No Third-Party Warranties. MarginArc makes no representations or warranties regarding any third-party service and shall not be liable for any loss or damage caused by or related to the use of any third-party service.
3. Data Sharing with Third Parties. You acknowledge and consent to your User Data being processed by the third-party services described above as necessary to operate the Service. Such processing is subject to the respective third party’s own terms of service and privacy policies.

15. Privacy and Data Protection

1. Privacy Practices. MarginArc’s collection, use, and disclosure of personal information in connection with the Service is described in our Privacy Policy. By using the Service, you consent to the practices described therein. In the event of a conflict between these Terms and the Privacy Policy regarding data rights and commercialization, these Terms shall control.
2. Business Data. You acknowledge that the primary data processed by the Service is business-to-business deal data, not personal consumer data. The data rights and aggregation provisions in Section 3 apply specifically to business and commercial data submitted in a professional context.

16. Export Controls and Compliance

You agree to comply with all applicable export control laws and regulations, including the U.S. Export Administration Regulations, International Traffic in Arms Regulations, and economic sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC). You shall not access or use the Service from any country, territory, or jurisdiction subject to comprehensive U.S. sanctions, and you represent that you are not listed on any U.S. government denied-party list.

17. Modifications to Terms

1. Right to Modify. MarginArc reserves the right to modify, amend, or replace these Terms at any time, in its sole discretion. Modifications will be effective upon posting the updated Terms to the Service or such later date as may be specified in the updated Terms.
2. Acceptance of Modifications. Your continued access to or use of the Service after the posting of modified Terms constitutes your binding acceptance of the modified Terms. If you do not agree to the modified Terms, your sole and exclusive remedy is to discontinue use of the Service and delete your account.
3. No Obligation to Notify. While MarginArc may, in its discretion, attempt to notify you of material changes (for example, via email or in-app notification), MarginArc is not obligated to provide individualized notice of any changes to these Terms. It is your responsibility to review these Terms periodically.

18. Survival

The following provisions shall survive any termination or expiration of these Terms or your account: Section 3 (Data Rights, Aggregation, and Commercialization), Section 4 (No Reliance on Recommendations), Section 6 (Intellectual Property), Section 9 (Disclaimer of Warranties), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 12 (Governing Law and Dispute Resolution), Section 13 (Confidentiality of Recommendations), Section 17 (Modifications to Terms), this Section 18 (Survival), Section 19 (Severability), and Section 20 (Entire Agreement).

19. Severability

If any provision of these Terms is held by a court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent, or if such modification is not possible, such provision shall be severed from these Terms. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of any other provision of these Terms, which shall remain in full force and effect.

20. Entire Agreement

These Terms, together with any Privacy Policy and any other policies or agreements expressly incorporated by reference herein, constitute the entire agreement between you and MarginArc with respect to the Service and supersede all prior or contemporaneous communications, agreements, representations, and understandings, whether oral or written, between you and MarginArc regarding the subject matter hereof. No waiver, modification, or amendment of these Terms shall be effective unless made in writing and signed by MarginArc.

21. Assignment

You may not assign, delegate, or transfer these Terms or any of your rights or obligations hereunder without the prior written consent of MarginArc. MarginArc may freely assign, delegate, or transfer these Terms and any rights or obligations hereunder without restriction and without notice to you. Any attempted assignment in violation of this section shall be null and void. These Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

22. Waiver

No failure or delay by MarginArc in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof. No single or partial exercise of any right, power, or privilege shall preclude any further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided in these Terms are cumulative and not exclusive of any rights or remedies provided by law.

23. Force Majeure

MarginArc shall not be liable for any failure or delay in performing any obligation under these Terms where such failure or delay results from causes beyond MarginArc’s reasonable control, including but not limited to: acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, embargoes, government orders, cyber attacks, distributed denial-of-service attacks, failures of third-party infrastructure or services, power outages, internet disruptions, or labor disputes.

24. Notices

All notices required or permitted under these Terms from you to MarginArc shall be in writing and sent to legal@marginarc.com. MarginArc may provide notices to you via the email address associated with your account, through in-app notifications, or by posting on the Service. Notices sent by email shall be deemed received on the date of transmission.

25. Headings; Construction

The headings in these Terms are for convenience only and shall not affect the interpretation of these Terms. The word “including” shall mean “including, without limitation.” References to sections are references to sections of these Terms unless otherwise indicated. These Terms shall be construed without regard to any presumption or rule requiring construction against the party causing any provision to be drafted.