Terms of Service.

The Services are provided on a subscription basis for a Subscription Term. The Customer will purchase, and the Provider will provide the Services identified and agreed upon in the applicable Order Form.

The Customer may access and use the Services solely for its own benefit and in accordance with the terms and conditions of this Agreement, the Documentation, and any scope of use restrictions designated in the applicable Order Form. Use of and access to the Services is permitted only by Permitted Users. If Customer is given API keys or passwords to access the Services on the Provider's systems, the Customer will require that all Permitted Users keep API keys, user ID and password information strictly confidential. User IDs are granted to individual, named persons, and may not be shared. The Customer will be responsible for all actions taken using Customer's accounts and passwords. If a Permitted User who has access to a user ID is no longer an employee or Contractor, the Customer will promptly delete that user ID and otherwise terminate access.

The Customer may permit its Affiliates and Contractors to serve as Permitted Users, provided the Customer remains responsible for compliance by such individuals with all the terms and conditions of this Agreement, and all use of the Services by such individuals is for the sole benefit of the Customer.

The Customer will not (and will not permit any third party to):

• rent, lease, provide access to, or sublicense the Services;
• use the Services to provide or incorporate the Services into a product or service for a third party;
• reverse engineer, decompile, disassemble, or seek to obtain the source code or non-public APIs of the Services (except as expressly permitted by applicable law upon advance notice);
• copy or modify the Services or Documentation to create derivative works;
• remove or obscure any proprietary notices in the Services; or
• publicly disseminate performance information regarding the Services.

If the Provider makes access to any APIs available as part of the Services, the Provider may monitor the Customer's usage of such APIs and limit the number of calls or requests if the Provider believes usage may negatively affect the security, operability, or integrity of the Services (or otherwise impose liability on the Provider).

To the extent the Provider provides applications for use with the Services (the “Apps”), the Provider grants to the Customer a limited, non-transferable, non-sublicensable, non-exclusive license only during an applicable Subscription Term to use the object code form of the Apps internally, but only in connection with the Customer's use of the Services and in accordance with the Documentation and this Agreement.

Subject to all terms of this Agreement, the Provider grants the Customer a limited, non-transferable, non-sublicensable, non-exclusive license only during the Subscription Term to copy the Code in the form provided by the Provider on Customer Properties solely to support Customer's use of the Services. The Customer will implement the Code in strict accordance with the Documentation. The Customer acknowledges that changes to Customer Properties after initial implementation may cause the Services to malfunction.

If the Customer receives free access or a trial subscription (“Trial Subscription”), the Trial Period is fourteen (14) days or as otherwise granted by the Provider. Trial Subscriptions are solely for evaluation. If the Customer does not enter into a paid Subscription Term, this Agreement terminates at the end of the Trial Period. The Provider may terminate a Trial Subscription at any time. The Provider has no warranty, liability, or indemnity obligations for Trial Subscriptions.

From time to time, the Provider may make Beta Offerings available at no charge. Beta Offerings are for evaluation, not supported, and not considered “Services” under this Agreement. The Provider may discontinue or modify Beta Offerings at any time. They may not be reliable, available, or secure.

The Provider processes data in compliance with its Privacy Policy and applicable laws. If a separate data processing addendum is required in the future, the parties will negotiate in accordance with applicable data protection regulations.

As between the parties, the Customer retains all rights to Customer Data provided to the Provider. The Customer grants the Provider a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, and display Customer Data to the extent necessary to provide the Services.

The Provider does not provide an archiving service. The Provider will not intentionally delete any Customer Data during the Subscription Term but disclaims all other storage obligations.

a) In General. The Customer is solely responsible for the accuracy, content, and legality of all Customer Data. Customer warrants it has all necessary rights to submit Customer Data and that no Customer Data infringes any third-party rights or violates laws or terms with any Third-Party Platform.

b) No Sensitive Personal Information. Except as agreed in writing, the Customer will not use the Services to collect or process Sensitive Personal Information. The Provider is not a payment card processor and is not PCI DSS compliant.

c) Compliance with Laws. The Customer will comply with all applicable laws in using the Services, including not engaging in unsolicited advertising or marketing activities.

The Customer will defend and indemnify the Provider against any claim arising from (i) Customer Data, (ii) Customer's use of a Third-Party Platform, or (iii) Customer's violation of laws in using the Services, subject to proper notice and control of the defense.

The Provider may obtain and aggregate technical and other data about Customer's use of the Services that is non-personally identifiable, and use it for business purposes, including to create industry benchmarks or best-practice reports. The Provider will not identify the Customer as the source of any Aggregated Anonymous Data.

This Agreement is a subscription for access to the Services. No ownership rights are transferred. The Provider retains all Intellectual Property Rights in and to the Services, Documentation, deliverables, and related technology, including Feedback.

The Customer may submit Feedback. The Provider may use such Feedback without obligation to disclose the Customer's name.

The Subscription Term and any Renewal Term are set forth in the Order Form. Subscriptions renew automatically unless either party gives thirty (30) days' notice before the end of the then-current term.

Fees are detailed in the Order Form and must be paid according to the specified terms. Provider may change fees with reasonable notice. Fees are non-refundable except as expressly stated. The Customer is responsible for all Taxes. Late payments may be subject to interest charges.

The Provider may suspend the Customer's access if payments are overdue or if the Customer breaches certain Agreement terms, or if needed to prevent harm or maintain security. Access will be restored when the issue is resolved.

This Agreement is effective as of the Effective Date and expires upon termination or expiration of all Subscription Terms.

Either party may terminate for material breach not cured within thirty (30) days, or if the other party ceases operation or seeks bankruptcy protection.

Upon termination, the Customer must cease all use of the Services and delete or return all Provider's Confidential Information. After thirty (30) days, the Provider may delete Customer Data.

Sections relating to restrictions, fees, indemnities, and other continuing rights survive termination.

The Provider warrants the Services will operate substantially in accordance with the Documentation and applicable law. If non-conformity is reported, the Provider will use commercially reasonable efforts to correct it or allow termination with a pro-rata refund. This warranty doesn't apply to misuse, unauthorized modifications, or third-party causes.

Except for the limited warranty above, the Services are provided “as is” and “as available”. Provider disclaims all other warranties, express or implied. Provider is not liable for internet/system failures outside its control.

Except for excluded claims, neither party is liable for any indirect, special, incidental, punitive, or consequential damages, including lost profits or data, even if advised of possibilities.

Except for excluded claims, each party's total liability is limited to the amount paid or payable by the Customer to the Provider in the preceding 12 months.

Nothing limits liability for death, bodily harm, gross negligence, or willful misconduct. Some jurisdictions do not allow these limits; they apply to the extent permitted.

“Excluded Claims” include breach of certain sections (e.g., 2.4, 3.4, 3.5) or breach of confidentiality (Section 14), except with respect to Customer Data.

The foregoing waivers and limitations apply regardless of the form of action and survive even if any remedy fails of its essential purpose.

Neither party may assign this Agreement without prior written consent, except in cases of merger, reorganization, or sale of substantially all assets.

If any provision is deemed invalid, it is limited to allow the rest of the Agreement to remain in effect.

This Agreement is governed by Delaware law. Disputes are resolved in courts located in Wilmington, Delaware or via direct dispute resolution and potential arbitration as described herein.

Notices must be in writing and are deemed received if delivered by hand, overnight courier, registered/certified mail, or email as specified.

No modification is binding unless in writing or as permitted in Section 16.7. No waiver is binding unless in writing. Purchase orders or similar forms do not override this Agreement.

This Agreement is the complete statement of mutual understanding and supersedes prior communications.

The Provider may modify this Agreement. Changes generally take effect upon renewal or new Order Form. Continued use after changes take effect constitutes acceptance.

Neither party is liable for delays or failures caused by events beyond their reasonable control (except payment obligations).

If performance becomes excessively onerous due to unforeseen events, the parties will negotiate in good faith alternative terms. Courts cannot adapt or terminate the Agreement.

The Provider may use subcontractors, remaining responsible for compliance and performance.

The Provider may disclose Customer Data to comply with law or court orders, notifying the Customer if permitted.

The parties are independent contractors. No partnership, joint venture, or agency is created.

The Customer must comply with all export and import laws. Customer represents it is not in a prohibited jurisdiction or on a restricted party list.

This Agreement may be executed in counterparts, each deemed an original and all taken together constituting one agreement.