Last updated: July 21, 2026
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 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 Data Protection Laws. Due to the nature of artificial intelligence and machine learning, Output (as defined below) 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.
The Product may interoperate with third-party platforms, systems, and services selected or enabled by Customer, including agency management systems and other integrations (each a 'Third-Party Service'). Customer is responsible for: (a) obtaining and maintaining all rights, credentials, licenses, consents, and vendor authorizations required for Provider to access and configure such Third-Party Services; (b) ensuring that applicable third-party vendor terms permit Provider's access to, configuration of, and processing of data in such systems; and (c) providing Provider with timely access, credentials, and cooperation reasonably required for integration, testing, and support. Provider is not responsible for the availability, performance, API behavior, rate limits, data quality, or outages of any Third-Party Service, nor for delays or failures caused by Customer's failure to provide required access or credentials. Customer authorizes Provider to access and use Customer's third-party accounts and systems as reasonably necessary to provide the Product.
Restrictions & Obligations
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 technical safeguards, rate limits, named-user requirements, or other access restrictions of the Product or otherwise attempt to circumvent the intended commercial model 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; (x) upload, submit, or otherwise make available to the Product any Customer Content to which Customer and Users do not have the proper rights, (xi) upload, download, generate, copy, display, modify, or otherwise use any Form unless Customer has such rights, and shall comply with all applicable third‑party terms governing any Form; (xii) permit any User account to be accessed or used by more than one individual, share login credentials across multiple individuals, or use a single User account to conduct business on behalf of multiple unaffiliated entities; (xiii) use automated scripts, bots, or other mechanisms to generate usage outside of normal business workflows; or (ix) use the Product in a manner that (a) is inconsistent with the intended use of the Product or any applicable Documentation, (b) exceeds normal usage patters for similarly situated customers, (c) circumvents technical or contractual usage limitations, (d) materially degrades the performance or availability of the Product for other customers, or (e) generates disproportionate infrastructure, processing, or support costs relative to Customer's subscription. Provider may monitor usage to ensure compliance with this Section. If Customer's usage materially exceeds reasonable and intended usage levels, Provider will provide notice and work with Customer in good faith to determine an appropriate solution, which may include a plan adjustment or other mutually agreed measures; provided, that Provider reserves the right to (A) implement reasonable technical protections, including throttling, rate limiting, or suspension, where necessary to preserve the security, stability, availability, or performance of the Product or otherwise ensure compliance with this Section and (B) impose additional fees and/or other charges in the event Customer exceeds the usage limitations described in this Section.
Limitation or Suspension. Provider may, with or without prior notice, limit or suspend Customer’s access to the Product (in whole or in part) in Provider’s sole discretion, including, without limitation, limitation or suspension of such access 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 Provider suspects that Customer may be in breach of Section 2.1 (Restrictions on Customer); or (c) uses the Product in violation of the Agreement or in a way that negatively impacts the Product or others or Provider suspects that Customer's use may negatively impact the Product or others. Provider will reinstate Customer’s access to the Product only if Customer resolves the underlying issue.
Feature Changes. Subject to Section 6.3, Provider may, with or without prior notice, add, remove or otherwise deprecate, or change any features within the Product in its sole discretion.
Customer will provide Provider with timely, accurate, and complete information, cooperation, access, credentials, and approvals reasonably required for Provider to deliver, configure, support, and maintain the Product. This includes: (a) providing integration credentials, API keys, and system access required for AMS and other third-party integrations; (b) participating in scheduled onboarding, testing, and go-live readiness sessions; (c) reviewing and approving production configurations before deployment; and (d) designating an appropriate technical contact to support integration and onboarding activities. Provider is not responsible for delays, failures, or service deficiencies resulting from Customer's failure to provide required cooperation, access, credentials, approvals, or information in a timely manner.
Privacy & Security
Data Processing Addendum. The parties shall comply with their respective obligations in the DPA, attached hereto as Exhibit B (“DPA”), which is incorporated into and forms part of this Agreement.
Prohibited Data. Customer will not (and will not allow anyone else to) submit Prohibited Data or Restricted Data to the Product unless authorized by the Order Form or Key Terms; provided, that Customer may provide Restricted Data if and only if, and only to the extent, such Restricted Data is incidentally included in connection with, and necessary for, Customer's use of the Product for Customer's operations in the ordinary course of Customer's business. Customer remains fully liable and responsible for any Prohibited Data and, notwithstanding the foregoing, Restricted Data, provided to the Product.
Payment & Taxes
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. Provider reserves the right to change the Fees or applicable charges and to institute new charges and Fees, upon thirty (30) days prior notice to Customer (which may be sent by email).
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 credit card, debit card, or other payment method on file for Fees according to the Payment Process and Customer authorizes all such charges. In this case, 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.
Term & Termination
Order Form and Agreement. For each Order Form, the Agreement will start on the Order Date and continue through the applicable Subscription Period. Thereafter, the applicable Subscription Period will automatically renew for successive periods of equal length unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current Subscription Period.
Terms. These Terms will start on the Effective Date and continue for the longer of one year or until all Order Forms governed by these Terms have ended.
Termination. Either party may terminate these Terms or an Order Form immediately:
if the other party fails to cure a material breach of these Terms or an Order Form following 30 days notice;
upon notice if the other party (i) materially breaches these Terms or an Order Form in a manner that cannot be cured; (ii) dissolves or stops conducting business without a successor; (iii) makes an assignment for the benefit of creditors; or (iv) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.
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 to Customer a prorated refund of any prepaid Fees for the remainder of the Subscription Period. A Force Majeure Event does not excuse Customer's obligation to pay Fees accrued prior to termination.
Effect of Termination. Termination of these Terms will automatically terminate all Order Forms governed by these Terms. Upon any expiration or termination:
Customer will no longer have any right to use the Product.
Upon Customer’s request, Provider will delete Customer Content within 60 days.
Each Recipient will return or destroy Discloser’s Confidential Information in its possession or control.
Provider will submit a final bill or invoice for all outstanding Fees accrued before termination and Customer will pay the invoice according to Section 4 (Payment & Taxes).
Survival.
The following sections will survive expiration or termination of the Agreement: Section 1.4 (Feedback and Usage Data), Section 1.6 (Machine Learning), Section 2.1 (Restrictions on Customer), Section 4 (Payment & Taxes) for Fees accrued or payable before expiration or termination, Section 5.6 (Effect of Termination), Section 5.7 (Survival), Section 7 (Disclaimer of Warranties), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10 (Confidentiality), Section 11 (Reservation of Rights), Section 12 (General Terms), Section 13 (Definitions), and the portions of a Cover Page referenced by these sections.
Each Recipient may retain Discloser’s Confidential Information in accordance with its standard backup or record retention policies maintained in the ordinary course of business or as required by Applicable Laws, in which case Section 3 (Privacy & Security) and Section 10 (Confidentiality) will continue to apply to retained Confidential Information.
Representations & Warranties
Mutual. Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement; and (d) it will comply with the 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 or make available Customer Content to the Product and to allow the use of Customer Content as described in the Agreement.
From Provider. Provider represents and warrants to Customer that it will not materially reduce the general functionality of the Cloud Service during the Subscription Period.
Provider Warranty Remedy. If Provider breaches the warranty in Section 6.3 (Representations & Warranties from Provider), Customer must give Provider notice (with enough detail for Provider to understand or replicate the issue) within 45 days of discovering the issue. Within 45 days of receiving sufficient details of the warranty issue, Provider will attempt to restore the general functionality of the Cloud Service. If Provider cannot resolve the issue, Customer may terminate the affected Order Form and Provider will pay to Customer a prorated refund of prepaid Fees for the remainder of the Subscription Period. Provider’s restoration obligation, and Customer’s termination right, are Customer’s only remedies if Provider does not meet the warranty in Section 6.3 (Representations & Warranties from Provider).
No service level agreement, uptime commitment, or support response time applies to the Product unless expressly set out in the applicable Order Form. Any SLA, uptime target, or service credit applicable to Customer's subscription will be governed solely by the Order Form
Disclaimer of Warranties
Although Provider will use commercially reasonable efforts maintain the Product to in a manner designed to minimize errors, Provider makes no guarantees that the Product will (a) function without downtime, disruptions, delays, or imperfections, (b) produce or derive results, output, or other information ("Output") that (i) is accurate, reliable, appropriate, non-infringing, complete, or otherwise suitable or (ii) meets Customer's expectations, or (c) be otherwise safe, secure, or error-free (collectively, the "Warranty Exclusions"). The warranties in Section 6 (Representations & Warranties) do not apply to any misuse or unauthorized modification of the Product, nor to any product or service provided by anyone other than Provider. Except for the warranties in Section 6 (Representations & Warranties), Provider disclaims all other warranties and conditions, whether express or implied, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws. Subject only to Section 6.3 (Representations & Warranties from Provider), Provider will have no liability to Customer to the extent such liability arises from any of the Warranty Exclusions.
Output generated by the Product is provided for informational purposes only and does not constitute insurance, legal, financial, regulatory, or other professional advice. Customer is solely responsible for reviewing, validating, and independently determining whether any Output is accurate, complete, appropriate, and suitable for Customer's intended use before relying on it. Provider is not responsible for any decisions, actions, or omissions made by Customer or its Users in reliance on Output. The involvement of AI or automated processing does not reduce Customer's responsibility to apply independent professional judgment where appropriate.
Limitation of Liability
Liability Caps. Provider's total cumulative liability for all claims arising out of or relating to this Agreement will not exceed the total fees paid or payable by the Customer under this Agreement in the twelve (12) months preceding the event giving rise to the claim.
Damages Waiver. Under no circumstances will Provider be liable to Customer for lost profits or revenues (whether direct or indirect), or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if Provider is informed of the possibility of this type of damage in advance.
Applicability. The limitations and waivers contained in Sections 8.1 (Liability Caps) and 8.2 (Damages Waiver) apply to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise.
Exclusions. Notwithstanding the foregoing. the limitations and waivers in Sections 8.1 and 8.2 do not apply to (a) either party's gross negligence or willful misconduct; (b) fraud or fraudulent misrepresentation by either party; (c) death or personal injury caused by either party's negligence; or (d) any liability that cannot be limited or excluded under applicable law."
Indemnification
Protection by Provider. Provider will indemnify, defend, and hold harmless Customer from and against all Provider Covered Claims made by someone other than Customer, Customer’s Affiliates, or Users, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from the Provider Covered Claims.
Protection by Customer. Customer will indemnify, defend, and hold harmless Provider from and against all Customer Covered Claims made by someone other than Provider or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from the Customer Covered Claims.
Procedure. The Indemnifying Party’s obligations in this section are contingent upon the Protected Party: (a) promptly notifying the Indemnifying Party of each Covered Claim for which it seeks protection; (b) providing reasonable assistance to the Indemnifying Party at the Indemnifying Party’s expense; and (c) giving the Indemnifying Party sole control over the defense and settlement of each Covered Claim. A Protected Party may participate in a Covered Claim for which it seeks protection with its own attorneys only at its own expense. The Indemnifying Party may not agree to any settlement of a Covered Claim that contains an admission of fault or otherwise materially and adversely impacts the Protected Party without the prior written consent of the Protected Party.
Changes to Product. If required by settlement or court order, or if deemed reasonably necessary in response to a Provider Covered Claim, Provider may: (a) obtain the right for Customer to continue using the Product; (b) replace or modify the affected component of the Product without materially reducing the general functionality of the Product; or (c) if neither (a) nor (b) are reasonable, terminate the affected Order Form and issue a pro-rated refund of prepaid Fees for the remainder of the Subscription Period.
Exclusions.
Provider’s obligations as an Indemnifying Party will not apply to Provider Covered Claims that result from (i) modifications to the Product that were not authorized by Provider or that were made in compliance with Customer’s instructions; (ii) unauthorized use of the Product, including use in violation of this Agreement; (iii) use of the Product in combination with items not provided by Provider; or (iv) use of an old version of the Product where a newer release would avoid the Provider Covered Claim.
Customer’s obligations as an Indemnifying Party will not apply to Customer Covered Claims that result from the unauthorized use of the Customer Content, including use in violation of this Agreement.
Exclusive Remedy. This Section 9 (Indemnification), together with any termination rights, describes Customer’s exclusive remedy and Provider’s entire liability for a Provider Covered Claim.
Confidentiality
Non-Use and Non-Disclosure. Except as otherwise authorized in the Agreement or as needed to fulfill its obligations or exercise its rights under this Agreement, Recipient will not (a) use Discloser’s Confidential Information; nor (b) disclose Discloser’s Confidential Information to anyone else. In addition, Recipient will protect Discloser’s Confidential Information using at least the same protections Recipient uses for its own similar information but no less than a reasonable standard of care. The obligations in this Section 10 will continue for five (5) years following the expiration or termination of this Agreement, except that obligations with respect to Confidential Information that constitutes a trade secret under applicable law will continue for as long as such information remains a trade secret.
Exclusions. Confidential Information does not include information that (a) Recipient knew without any obligation of confidentiality before disclosure by Discloser; (b) is or becomes publicly known and generally available through no fault of Recipient; (c) Recipient receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or (d) Recipient independently developed without use of or reference to Discloser’s Confidential Information.
Required Disclosures. Recipient may disclose Discloser’s Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, Recipient provides Discloser reasonable advance notice of the required disclosure and reasonably cooperates, at Discloser’s expense, with Discloser’s efforts to obtain confidential treatment for the Confidential Information.
Permitted Disclosures. Recipient may disclose Discloser’s Confidential Information to Users, employees, advisors, contractors, and representatives who each have a need to know the Confidential Information, but only if the person or entity is bound by confidentiality obligations at least as protective as those in this Section 10 (Confidentiality) and Recipient remains responsible for everyone’s compliance with the terms of this Section 10 (Confidentiality).
Reservation of Rights
Except for the limited license to copy and use Software and Documentation in Section 1.1 (Access and Use), Provider retains all right, title, and interest in and to the Product, whether developed before or after the Effective Date. Except for the limited rights in Section 1.5 (Customer Content) and 1.6 (Machine Learning), Customer retains all right, title, and interest in and to the Customer Content.
General Terms
Entire Agreement. This Agreement is the only agreement between the parties about its subject and this Agreement supersedes all prior or contemporaneous statements (whether in writing or not) about its subject. Provider expressly rejects any terms included in Customer’s purchase order or similar document, which may only be used for accounting or administrative purposes. No terms or conditions in any Customer documentation or online vendor portal will apply to Customer's use of the Product unless expressly agreed to in a legally binding written agreement signed by an authorized Provider representative, regardless of what such terms may say.
Governing Law and Chosen Courts. Unless the Order Form specifies otherwise, this Agreement will be governed by the laws of the State of California, without regard to its conflict of laws provisions. The parties will bring any legal suit, action, or proceeding about this Agreement in the state and federal courts located in San Francisco County, California.
Injunctive Relief. Notwithstanding Section 12.2 (Governing Law and Chosen Courts), a breach of Section 10 (Confidentiality) or the violation of a party’s intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. As a result, upon the actual or threatened breach of Section 10 (Confidentiality) or violation of a party’s intellectual property rights, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.
Non-Exhaustive Remedies. Except where the Agreement provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party.
Assignment. Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
Beta Products. If Provider gives Customer access to a Beta Product, the Beta Product is provided “AS IS” and Section 6.3 (Representations & Warranty From Provider) does not apply to any Beta Products. Customer acknowledges that Beta Products are experimental in nature and may be modified or removed at Provider's discretion with or without notice.
Provider may identify Customer and use Customer's name and logo in marketing materials to identify Customer as a user of Provider's products and services, unless Customer opts out in writing. Following written opt-out notice, Provider will cease new uses of Customer's name and logo within thirty (30) days.
Notices. Any notice, request, or approval under this Agreement must be in writing and sent to the designated email addresses. Notices will be deemed given upon confirmed delivery if by email, registered or certified mail, or personal delivery.
Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.
No Third-Party Beneficiary. There are no third-party beneficiaries of this Agreement.
Force Majeure. Neither party will be liable for a delay or failure to perform its obligations of this Agreement if caused by a Force Majeure Event. However, this section does not excuse Customer’s obligations to pay Fees.
Export Controls. Customer may not remove or export from the United States or allow the export or re-export of the Product or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, OFAC, or any other United States or foreign agency or authority. Customer represents and warrants that it is not (a) a resident or national of an Embargoed Country; (b) an entity organized under the laws of an Embargoed Country; (c) designated on any list of prohibited, restricted, or sanctioned parties maintained by the U.S. government or agencies or other applicable governments or agencies, including OFAC’s Specially Designated Nationals and Blocked Persons List and the UN Security Council Consolidated List; nor (d) 50% or more owned by any party designated on any of the above lists. Provider may terminate this Agreement immediately without notice or liability to comply, as determined in Provider’s sole discretion, with applicable export controls and sanctions laws and regulations.
Government Rights. The Cloud Service and Software are deemed “commercial items” or “commercial computer software” according to FAR section 12.212 and DFAR section 227.7202, and the Documentation is “commercial computer software documentation” according to DFAR section 252.227-7014(a)(1) and (5). Any use, modification, reproduction, release, performance, display, or disclosure of the Product by the U.S. Government will be governed solely by the terms of this Agreement and all other use is prohibited.
Anti-Bribery. Neither party will take any action that would be a violation of any Applicable Laws that prohibit the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist Provider or Customer in retaining or obtaining business. Examples of these kinds of laws include the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.
Titles and Interpretation. Section titles are for convenience and reference only. All uses of “including” and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply to this Agreement.
Signature. This Agreement may be signed in counterparts, including by electronic copies or acceptance mechanism. Each copy will be deemed an original and all copies, when taken together, will be the same agreement.
Provider will use commercially reasonable efforts to notify Customer of any changes that materially and adversely affect Customer's use of the Product prior to such changes taking effect, either by email, by notice on Provider's website, or through other reasonable means.
In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its reasonable attorneys' fees, costs, and expenses. Provider is also entitled to recover reasonable attorneys' fees and collection costs incurred in collecting undisputed past-due amounts owed by Customer.
In the event of a conflict between these Terms and an Order Form, the Order Form will control solely with respect to pricing, subscription term, purchased products, usage limits, support plans, and other commercial matters expressly addressed in the Order Form. Except as provided in Section 12 of the DPA (Precedence; Miscellaneous) or otherwise expressly stated in an amendment or addendum signed by both parties, in the event of a conflict relating to legal rights or obligations, including liability, indemnification, confidentiality, intellectual property, or dispute resolution, these Terms will control.
Definitions
Defining Variables. Variables have the meanings or descriptions given on a Cover Page. However, if the Order Form and these Terms omit or do not define a Variable, the default meaning will be “none” or “not applicable” and the correlating clause, sentence, or section does not apply to that Agreement.
“Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.
“Agreement” means the Order Form between Provider and Customer and these Terms.
“Data Protection Laws” has the meaning provided in the DPA.
“Applicable Laws” means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern Provider or Customer.
“Beta Product” means an early or prerelease feature or version of the Product that is identified as beta or similar, or a version of the Product that is not generally available.
“Cloud Service” means the product described in the Order Form.
“Confidential Information” means information in any form disclosed by or on behalf of a Discloser, including before the Effective Date, to a Recipient in connection with this Agreement that (a) the Discloser identifies as “confidential”, “proprietary”, or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Confidential Information includes the existence of this Agreement and the information on each Cover Page. Customer’s Confidential Information includes non-public Customer Content and Provider’s Confidential Information includes non-public information about the Product. Provider's Confidential Information includes, without limitation, non-public information about the Product and all pricing, discount structures, and commercial terms set out in any Order Form or communicated during negotiations.
“Cover Page” means a document that is signed or electronically accepted by the parties, incorporates these Terms and identifies Provider and Customer. A Cover Page may include an Order Form, Key Terms, or both.
“Covered Claim” means either a Provider Covered Claim or Customer Covered Claim.
“Customer Content” means data, information, or materials submitted by or on behalf of Customer or Users to the Product but excludes Feedback.
"Customer Covered Claim" means any action, proceeding, or claim that (1) the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights; or (2) results from Customer’s breach or alleged breach of Section 2.1 (Restrictions on Customer).
“Discloser” means a party to this Agreement when the party is providing or disclosing Confidential Information to the other party.
“Documentation” means the usage manuals and instructional materials for the Cloud Service or Software that are made available by Provider.
“Embargoed Country” means any country or region to or from where Applicable Laws generally restrict the export or import of goods, services, or money.
“Feedback” means suggestions, feedback, or comments about the Product or related offerings.
"Fees" means the applicable amounts described in an Order Form.
“Force Majeure Event” means an unforeseen event outside a party’s reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disasters like a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure.
“Form” means any template, questionnaire, document, or other material that Customer uploads to, downloads from, or generates via the Product, including any third‑party or proprietary form.
“GDPR” has the meaning provided in the DPA.
“High Risk Activity” means any situation where the use or failure of the Product could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control.
“Indemnifying Party” means a party to this Agreement when the party is providing protection for a particular Covered Claim.
"Key Terms” means a Cover Page that includes the key legal details and Variables for this Agreement. The Key Terms may include details about Covered Claims, set the Governing Law, or contain other details about this Agreement.
"OFAC" means the United States Department of Treasury's Office of Foreign Assets Control.
“Order Form” means a Cover Page that includes the key business details and Variables for this Agreement that are not defined in these Terms. An Order Form includes the policies and documents referenced in or attached to the Order Form. An Order Form may include details about the level of access and use granted to the Cloud Service, length of Subscription Period, or other details about the Product.
“Personal Data” has the meaning provided in the DPA.
"Product” means the Cloud Service, Software, and Documentation.
Prohibited Data" means, notwithstanding any definitions to the contrary in the Standard Terms: (a) Protected Health Information ("PHI") as defined under HIPAA, unless the parties have entered into a valid Business Associate Agreement; (b) payment card information subject to PCI DSS, including credit card, debit card, or similar payment card numbers, unless expressly authorized by Provider in writing; (c) data classified as biometric under Data Protection Laws ("Biometric Data"); (d) any other category of highly sensitive personal information that Provider expressly designates in writing as unsupported by the Product; and (e) any content that is unlawful for Customer to submit, process, store, or transmit under Applicable Law.
“Protected Party” means a party to this Agreement when the party is receiving the benefit of protection for a particular Covered Claim.
"Provider Covered Claim" means any action, proceeding, or claim that the Cloud Service, when used by Customer according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights.
“Recipient” means a party to this Agreement when the party receives Confidential Information from the other party.
"Restricted Data" means (a) credit, debit, bank account, or other financial account numbers, (b) social security numbers, driver’s license numbers, or other unique and private government ID numbers, (c) special categories of data as defined in the GDPR (other than Biometric Data); and (d) other similar categories of sensitive information as set forth in the Data Protection Laws (other than Biometric Data)
“Software” means the client-side software or applications made available by Provider for Customer to install, download (whether onto a machine or in a browser), or execute as part of the Product.
" Terms" means these terms and conditions.
“Usage Data” means data and information about the provision, use, and performance of the Product and related offerings based on Customer’s or User’s use of the Product.
“User” means any individual who uses the Product on Customer’s behalf or through Customer’s account.
"Variable" means a word or phrase that is highlighted and capitalized, such as Subscription Period or Governing Law.
