Terms of Service

Access and Use.

During the Subscription Period and subject to the terms of this Agreement, Customer may (a) access and use the Cloud Service; and (b) copy and use the included Software and Documentation only as needed to access and use the Cloud Service, in each case, for its internal business purposes. If a Customer Affiliate enters a separate Order Form with Provider, the Customer's Affiliate creates a separate agreement between Provider and that Affiliate, where Provider's responsibility to the Affiliate is individual and separate from Customer and Customer is not responsible for its Affiliates' agreement.

Support.

During the Subscription Period, Provider will provide Technical Support as described in the Order Form.

User Accounts.

Customer is responsible for all actions on Users' accounts and for all Users' compliance with this Agreement. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Provider if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.

Feedback and Usage Data.

Customer may, but is not required to, give Provider Feedback, in which case Customer gives Feedback "AS IS". Provider may use all Feedback freely without any restriction or obligation. In addition, Provider may collect and analyze Usage Data, and Provider may freely use Usage Data to maintain, improve, enhance, and promote Provider's products and services without restriction or obligation. However, Provider may only disclose Usage Data to others if the Usage Data is aggregated and does not identify Customer or Users.

Customer Content.

Provider may copy, display, modify, and use Customer Content only as needed to provide and maintain the Product and related offerings. Customer is responsible for the accuracy and content of Customer Content.

Machine Learning.

Usage Data and Customer Content may be used to develop, train, or enhance artificial intelligence or machine learning models that are part of Provider's products and services, including third-party components of the Product, and Customer authorizes Provider to process its Usage Data and Customer Content for such purposes. However, (a) Usage Data and Customer Content must be aggregated before it can be used for these purposes, and (b) Provider will use commercially reasonable efforts consistent with industry standard technology to de-identify Usage Data and Customer Content before such use. Nothing in this section will reduce or limit Provider's obligations regarding Personal Data that may be contained in Usage Data or Customer Content under Applicable Data Protection Laws. Due to the nature of artificial intelligence and machine learning, information generated by these features may be incorrect or inaccurate. Product features that include artificial intelligence or machine learning models are not human and are not a substitute for human oversight.

Restrictions on Customer.

Except as expressly permitted by this Agreement, Customer will not (and will not allow anyone else to):

• (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Product (except to the extent Applicable Laws prohibit this restriction);
• (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Product;
• (iii) remove any proprietary notices or labels;
• (iv) copy, modify, or create derivative works of the Product;
• (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Product;
• (vi) access accounts, information, data, or portions of the Product to which Customer does not have explicit authorization;
• (vii) use the Product to develop a competing service or product;
• (viii) use the Product with any High Risk Activities or with any activity prohibited by Applicable Laws;
• (ix) use the Product to obtain unauthorized access to anyone else's networks or equipment; or
• (x) upload, submit, or otherwise make available to the Product any Customer Content to which Customer and Users do not have the proper rights.

Use of the Product must comply with all Documentation and Use Limitations.

Suspension.

If Customer (a) has an outstanding, undisputed balance on its account for more than 30 days; (b) breaches Section 2.1 (Restrictions on Customer); or (c) uses the Product in violation of the Agreement or in a way that materially and negatively impacts the Product or others, then Provider may temporarily suspend Customer's access to the Product with or without notice. However, Provider will try to inform Customer before suspending Customer's account when practical. Provider will reinstate Customer's access to the Product only if Customer resolves the underlying issue.

Personal Data.

Before submitting Personal Data governed by GDPR, Customer must enter into a data processing agreement with Provider. If the parties have a DPA, each party will comply with its obligations in the DPA, the terms of the DPA will control each party's rights and obligations as to Personal Data, and the terms of the DPA will control in the event of any conflict with this Agreement.

Prohibited Data.

Customer will not (and will not allow anyone else to) submit Prohibited Data to the Product unless authorized by the Order Form or Key Terms.

Fees.

Unless the Order Form specifies a different currency, all Fees are in U.S. Dollars and are exclusive of taxes. Except for the prorated refund of prepaid Fees allowed with specific termination rights given in the Agreement, Fees are non-refundable.

Invoicing.

For a Payment Process with invoicing, Provider will send invoices for usage-based Fees in arrears and for all other Fees in advance, in each case according to the Payment Process.

Automatic Payment.

For a Payment Process with automatic payment, Provider will automatically charge the payment method on file for Fees according to the Payment Process and Customer authorizes all such charges. Provider will make a copy of Customer's bills or transaction history available to Customer.

Taxes.

Customer is responsible for all duties, taxes, and levies that apply to Fees, including sales, use, VAT, GST, or withholding, that Provider itemizes and includes in an invoice. However, Customer is not responsible for Provider's income taxes.

Payment.

Customer will pay Provider Fees and taxes in U.S. Dollars, unless the Order Form specifies a different currency, according to the Payment Process.

Payment Dispute.

If Customer has a good-faith disagreement about the Fees charged or invoiced, Customer must notify Provider about the dispute before payment is due, or within 30 days of an automatic payment, and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days. If no resolution is agreed, each party may pursue any remedies available under the Agreement or Applicable Laws.

Order Form and Agreement.

For each Order Form, the Agreement will start on the Order Date, continue through the Subscription Period, and automatically renew for additional Subscription Periods unless one party gives notice of non-renewal to the other party before the Non-Renewal Notice Date.

Framework Terms.

These Framework Terms will start on the Effective Date and continue for the longer of one year or until all Order Forms governed by the Framework Terms have ended.

Termination.

Either party may terminate the Framework Terms or an Order Form immediately: (i) if the other party fails to cure a material breach within 30 days' notice; (ii) upon certain insolvency events; or (iii) as otherwise specified herein.

Force Majeure.

Either party may terminate an affected Order Form upon notice if a Force Majeure Event prevents the Product from materially operating for 30 or more consecutive days. Provider will pay a prorated refund of any prepaid Fees for the remainder of the Subscription Period.

Effect of Termination.

Upon termination or expiration, Customer will cease use of the Product, Provider will delete Customer Content within 60 days upon request, each party will return or destroy Confidential Information, and Provider will issue a final invoice for outstanding Fees.

Survival.

Certain sections will survive termination as specified in the Agreement.

Mutual.

Each party represents and warrants that it has authority to enter into the Agreement, is duly organized and in good standing, will comply with Applicable Laws, and will comply with any Additional Warranties.

From Customer.

Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit Customer Content and to allow its use as described in the Agreement.

From Provider.

Provider represents and warrants that it will not materially reduce the general functionality of the Cloud Service during the Subscription Period.

Provider Warranty Remedy.

If Provider breaches the foregoing warranty, Customer must notify Provider within 45 days of discovery with sufficient detail. Provider will attempt to restore the general functionality within 45 days. If not resolved, Customer may terminate the affected Order Form and receive a prorated refund of prepaid Fees for the remainder of the Subscription Period. This is Customer's sole remedy.

Liability Caps.

Except as provided in the Exceptions, each party's total cumulative liability for all claims will not exceed the applicable cap amounts set forth in the Agreement.

Damages Waiver.

Except as provided in the Exceptions, neither party will be liable for lost profits or revenues, or for consequential, special, indirect, exemplary, punitive, or incidental damages, even if advised of their possibility.

Applicability.

The limitations apply to all liability theories.

Exceptions.

Standard exceptions apply including Increased Claims, Unlimited Claims, and breaches of Confidentiality, as described in the Agreement.

Protection by Provider.

Provider will indemnify, defend, and hold harmless Customer from and against all Provider Covered Claims and related costs arising therefrom.

Protection by Customer.

Customer will indemnify, defend, and hold harmless Provider from and against all Customer Covered Claims and related costs arising therefrom.

Procedure.

Indemnification is conditioned on prompt notice, reasonable assistance, and control of defense by the Indemnifying Party.

Changes to Product.

Provider may procure rights, replace or modify components, or terminate with refund if necessary to resolve a Covered Claim.

Exclusions.

Standard exclusions apply as detailed in the Agreement.

Exclusive Remedy.

This section and any termination rights are each Protected Party's exclusive remedy for Covered Claims.

Non-Use and Non-Disclosure.

Except as otherwise authorized or needed to perform under the Agreement, Recipient will not use or disclose Discloser's Confidential Information and will protect it with at least a reasonable standard of care.

Exclusions.

Confidential Information excludes information previously known, publicly known without breach, lawfully received from a third party, or independently developed without reference.

Required Disclosures.

Recipient may disclose as required by law with prior notice when permitted.

Permitted Disclosures.

Recipient may disclose to individuals and entities who need to know and who are bound by comparable confidentiality obligations.

Entire Agreement.

This Agreement is the entire agreement regarding its subject and supersedes prior statements.

Modifications, Severability, and Waiver.

Changes must be in writing; invalid terms do not affect the remainder; failure to enforce is not a waiver.

Governing Law and Chosen Courts.

As set in the Key Terms; exclusive jurisdiction applies.

Injunctive Relief.

A breach of Confidentiality or IP rights may entitle the non-breaching party to equitable relief.

Non-Exhaustive Remedies.

Except where exclusive remedies apply, other remedies remain available.

Assignment.

No assignment without consent, except for certain change-of-control events with notice.

Beta Products.

Provided "AS IS".

Logo Rights.

Provider may identify Customer as a user.

Notices.

Sent to the Notice Address and deemed given as specified.

Independent Contractors.

The parties are independent contractors.

No Third-Party Beneficiary.

None intended.

Force Majeure.

No liability for delays due to Force Majeure Events; payment obligations continue.

Export Controls; Government Rights; Anti‑Bribery; Titles; Signature.

As customary and as described in the Agreement.