Terms of Use

These Terms of Use (“Terms of Use”) are a legally binding agreement between Dante Inc., a company registered in Delaware, United States, and/or its affiliates (together referred to as the “Company”), and the party accepting these Terms of Use or otherwise accessing or using the Platform or Services (“you”). These Terms of Use govern the access to and use of the Company’s unique and proprietary online cloud-based software-as-a-service platform designed, inter alia, to provide AI security monitoring, governance, and visibility across end-user activity, AI applications, cloud services, and SaaS integrations (the “Platform” and “Service(s)”), including the related software, agents, extensions, integrations, interfaces, analytics, codes, and features made available by the Company.

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1. General

The term “including” is not intended to be exclusive and means “including without limitation”.

If you and the Company have entered into an order form, subscription agreement, or other written agreement concerning the Platform or Services (the “Agreement”), capitalized terms not defined in these Terms of Use will have the meanings given to them in the Agreement. In the event of any conflict or inconsistency between these Terms of Use and the Agreement, these Terms of Use shall prevail unless the Agreement expressly states that it overrides these Terms of Use with respect to the specific provision(s) in conflict. The Platform and Services are operated and owned by the Company. ‘We’, ‘us’, or ‘our’ means the Company, and ‘you’ shall mean, respectively: (a) the entity that subscribes to or is otherwise granted access to the Platform and Services and on whose behalf the User is accessing or using the Platform and Services (“Customer”); (b) an individual User that has been granted access to the Platform and Services; and/or any person or entity accessing the Platform and/or using the Platform or the Services under authorization or on behalf of Customer by unique credentials assigned or approved by the Company (“Users”). Except where these Terms of Use explicitly refer to Customer or User, the provisions of these Terms of Use should be regarded as applicable to both.

By accessing or using the Platform or Services, you (a) accept these Terms of Use and agree that you are legally bound by their terms on your own behalf and, if applicable, on behalf of Customer and its Users as of the date you first accept these Terms of Use or access the Platform or Services; and (b) represent and warrant that: (i) you are of legal age to enter into a binding agreement; (ii) if you are a corporation, governmental organization, or other legal entity, you have the right, power, and authority to enter into these Terms of Use on behalf of the corporation, governmental organization, or other legal entity and bind them to these Terms of Use; (iii) you will use the Platform and Services only in compliance with these Terms of Use and applicable law; and (iv) you will ensure that all Users authorized by you comply with these Terms of Use. If you do not have such authority, or if you do not agree to these Terms of Use, you must not access or use the Platform or Services.

Customer Use Requirements. You agree to: (a) use the Platform and Services solely for your internal business purposes and in accordance with any applicable documentation and Agreement; (b) provide accurate and complete information reasonably required for the provisioning, operation, support, and billing of the Platform and Services; (c) remain responsible for all acts and omissions of Users and for all activity occurring under your Accounts; (d) obtain and maintain all rights, notices, consents, and permissions necessary for the Company to receive, process, use, and disclose Content as contemplated by these Terms of Use; and (e) use the Platform and Services in a manner consistent with their intended purpose and technical limitations as communicated by the Company from time to time.

The information provided when using the Platform and Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject the Company to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Platform and Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

2. Access Right

Company hereby grants you, during the applicable subscription term and subject to these Terms of Use, the applicable Agreement, and timely payment of all applicable fees, a limited, revocable solely as expressly provided in these Terms of Use or the Agreement, non-transferable, non-exclusive, non-sub-licensable right to access and use (and if you are a Customer, to enable your authorized Users to access and use) the Platform and Services, for your internal business purposes only, all under the condition of complying with all obligations under these Terms of Use (the “Access Right”). Except as explicitly mentioned herein, no other rights, implied or otherwise, are granted. The Company may suspend, restrict, or revoke your Access Right in accordance with these Terms of Use, the Agreement, or as reasonably required to address security, legal, operational, or non-payment issues.

3. Accounts

You hereby agree to the provision of the Services via the Platform and to cooperate with the Company in connection with account setup, onboarding, configuration, support, and the ongoing provision of the Platform and Services, including by providing Company with all information and data reasonably required for such purposes as more fully described below.

The Platform may be accessed through the Service website, integrations, browser extensions, endpoint agents, APIs, or other access methods designated by the Company, following completion of the applicable registration, onboarding, or provisioning process. Access to the Platform and Services may require usernames, passwords, API keys, single sign-on credentials, or other access credentials issued or approved by the Company.

In connection with your subscription to the Platform and Services, you may be required to enter into an Agreement, accept an applicable order form, or subscribe through the Company’s website or other designated ordering process. Your subscription may specify the applicable subscription term, fees, included Service entitlements, usage limits or event volumes, add-on services, and any overage, usage-based, or additional charges. Except as otherwise expressly stated in the applicable Agreement, order form, or ordering materials, access to the Platform and Services is subject to payment of all applicable fees.

Once an Account is created and the applicable onboarding requirements are completed, you will be able to access the Platform and Services during the applicable subscription term and perform any of the actions that are supported or made available through the Platform, all in accordance with these Terms of Use, the Agreement, and any applicable documentation. You acknowledge that the Company may from time to time modify, enhance, discontinue, or impose limitations on certain features or functionality, including based on subscription tier, usage levels, security requirements, or third party dependencies.

Each Account is designated for use by one individual User unless expressly approved otherwise by the Company in writing. You may not use or share anyone else’s account or permit anyone else to use or share your Account. If you are a Customer, your authorized administrators may add, remove, or update Users within your managed environment, subject to any applicable subscription limits, and you remain responsible for all Users’ access to and use of the Platform and Services.

You hereby agree to provide accurate, current, and complete information about you as part of the registration and onboarding process, and to maintain and promptly update any such information and Content (as defined in Section ‎5 below) you provide to the Company, including contact, account, and billing information, and to keep it accurate, current, and complete.

You are solely responsible for maintaining the security of your Account and safeguarding your password(s), API keys, access tokens, and any other login credentials or authentication means associated with your Account (and if you are a Customer, your Users’ Accounts). Accordingly, the login credentials of each User’s specific Account shall be kept in strict confidence.

You hereby agree to notify (and if you are a Customer, to make sure that any User on your behalf will notify) the Company immediately of any unauthorized access to or use of a User’s Account or any other breach of security. The Company will not be liable for any loss or damage resulting from unauthorized use of a User’s password or Account, either with or without your knowledge. You are responsible for all activity conducted through your Account and credentials and for any losses incurred by Company and/or any third party arising from your failure to safeguard such Account or credentials or to promptly report any unauthorized use or breach of security.

Fees and Payment Terms

You shall pay all fees specified in the applicable Agreement, or other ordering document entered into between you and the Company (collectively, “Fees”). All Fees shall be invoiced in accordance with the billing frequency and payment terms set forth in the applicable Agreement. Unless otherwise specified in the applicable Agreement, all invoices shall be due and payable within thirty (30) days of the date of invoice (“Payment Due Date”). You shall make all payments in the currency specified in the applicable invoice, without any right of set-off, counterclaim, deduction, or withholding (except as required by applicable law, subject to the gross-up obligation in this Section).

If any amount payable by you under these Terms of Use or any applicable Agreement is not received by the Company by the Payment Due Date, such overdue amount shall accrue interest from the Payment Due Date until the date of actual payment at a rate equal to the lesser of (i) one and one-half percent (1.5%) per month (or the highest rate permitted by applicable law, if lower), compounded monthly, or (ii) the maximum rate permitted by applicable law. Such interest shall be in addition to, and not in lieu of, any other rights or remedies available to the Company, including the right to suspend or terminate access to the Platform and Services in accordance with these Terms of Use.

All Fees are exclusive of, and you shall be responsible for, all applicable taxes, duties, levies, and similar governmental charges, including sales, use, value-added (VAT), goods and services (GST), excise, withholding, and similar taxes or charges imposed on or with respect to the Fees or the provision or use of the Platform and Services (collectively, “Taxes”), other than taxes imposed on the Company’s net income. If any withholding or deduction of Taxes is required by applicable law with respect to any payment due to the Company, you shall gross up the payment so that the net amount received by the Company after such withholding or deduction equals the full amount that would have been received absent such withholding or deduction, and you shall promptly furnish the Company with evidence of such withholding or deduction as may be required under applicable law or reasonably requested by the Company.

Except as expressly set forth in these Terms of Use or in the applicable Agreement, all Fees paid or payable under these Terms of Use or any applicable Agreement are non-cancellable and non-refundable. Without limiting the foregoing, no refund or credit shall be due for any partial period of service, early termination by you, or reduction in usage during any subscription term.

4. Content

You are fully responsible for all information, data, code, prompts, text, files, records, logs, or other content that you or your Users publish, upload, submit, transmit, or otherwise make available to the Platform and Services (the “Content”) on your Account (even if placed there by third parties), including with respect to the accuracy, quality, integrity, legality, and basis for collection and processing of such Content. As between you and Company, you retain all right, title, and interest in and to the Content. The Company does not claim ownership over the Content. Except as expressly provided in these Terms of Use or any applicable Agreement, the Company is not responsible for reviewing the Content for accuracy, legality, or completeness.

Customer acknowledges and agrees that the Platform and Services may use artificial intelligence, machine learning, automated decision-support, and similar technologies to generate, analyze, recommend, summarize, classify, or otherwise provide alerts, insights, reports, suggested actions, and other outputs (collectively, “AI Output”). Due to the nature of such technologies, AI Output may be incomplete, inaccurate, inconsistent, misleading, or otherwise erroneous, and may contain hallucinations, confabulations, false positives, or false negatives. Customer is solely responsible for evaluating, independently reviewing, and verifying all AI Output before relying on it or using it for any legal, compliance, security, operational, employment, technical, or business purpose. Customer is solely responsible for determining whether the Platform, Services, and any AI Output are appropriate for Customer’s particular use case and risk profile. To the extent Customer or any User authorizes, enables, or takes any action based on AI Output, including any implementation of Company’s agentic tools (AI Agents), monitoring decision, investigation step, remediation measure, access control change, configuration change, or other operational decision, such action shall be deemed taken solely at Customer’s direction and under Customer’s control, and Customer shall bear sole responsibility therefor. The accuracy, usefulness, and appropriateness of AI Output depend on numerous factors outside Company’s control, including the quality, completeness, timeliness, configuration, and context of the Content and other data made available to the Platform and Services. To the maximum extent permitted by applicable law, Company shall have no liability or responsibility arising out of or relating to any AI Output or any action or omission taken by Customer, any User, or any third party in reliance on or based upon any AI Output.

By publishing or uploading Content to the Platform, or otherwise enabling Company to receive, process, or analyze Content in connection with the Services, you represent and warrant that:

The Content does not and will not infringe, violate, or misappropriate the Intellectual Property Rights of any third party;
You have obtained and will maintain all rights, permissions, notices, and consents necessary to submit, make available, and authorize the Company and its service providers to access, host, process, transmit, use, disclose, and otherwise handle the Content as contemplated by these Terms of Use, the Agreement, and the Company’s Privacy Policy;
The Content does not contain or incorporate any malware, viruses, Trojan horses, or other harmful or malicious code;
The Content is not false, inaccurate, or misleading;
The Content does not violate the privacy, confidentiality, publicity, data protection, employment, or other rights of any third party, and you have provided all notices and established all lawful bases required under applicable law for the collection, disclosure, transfer, and processing of the Content in connection with the Services;
The Content does not otherwise violate, or link to material that violates, any provision of these Terms of Use or any applicable law or regulation.

Company may retain, use, and process Content for the period necessary to provide, maintain, secure, support, and improve the Services, to perform backups and recovery, to enforce these Terms of Use or any applicable Agreement, and to comply with applicable law, all in accordance with the Company’s retention practices and privacy policy made available on the following link: https://www.dantesecurity.ai/privacy-policy, Company’s website or otherwise provided to you by the Company (the “Privacy Policy”), which Company may update from time to time. You are responsible for maintaining your own privacy policy governing the collection, use and disclosure of personal information and for obtaining the necessary authorizations and consents for any personal information as well as consensual consents from your customers, if relevant. By submitting or uploading Content to the Platform, you grant Company a worldwide, royalty-free, non-exclusive license during the applicable subscription term and thereafter solely as needed: (i) to host, store, reproduce, transmit, process, modify, adapt, and otherwise use that Content for the purpose of providing, maintaining, securing, supporting, monitoring, and improving the Platform and Services; (ii) to create aggregations and summaries of the Content or portions thereof for the Company’s business purposes, including to compile statistical and performance information related to the provision and operation of the Platform and/or Services and for the development of new products or services (“Analytical Data”); and (iii) to distribute such Analytical Data publicly to any third party in support of Company’s business, provided that such publication or disclosure of Analytical Data is made in an anonymous manner that cannot identify you or your Content. As between you and Company, all right, title, and interest in the Analytical Data and all Intellectual Property Rights therein or developed therefrom, belong to and are retained solely by Company.

Notwithstanding anything else in these Terms of Use or otherwise, Company may monitor your use of the Platform and Services and collect and use usage data, telemetry, performance metrics, error logs, support data, and Analytical Data related to your use or derived from monitoring (such as configurations, log data, feature usage patterns, and similar operational metadata) to provide, secure, maintain, support, analyze, and improve the Platform and Services, to verify your compliance with these Terms of Use and applicable law, and to enforce the Company’s rights. Without limiting any of your representations or warranties with respect to the Content, Company has the right (but not the obligation) to reject or remove any Content, without liability or notice to you, if the Content violates these Terms of Use or infringes the Intellectual Property Rights of any third party.

Company performs backups of platform data as part of its standard operations. However, no backup or disaster recovery system is fail-safe, and data loss, corruption, or unavailability may occur. You are solely responsible for all Content that you transmit or that relates to any activity you have undertaken using the Platform and Services, and you are strongly advised to maintain your own independent backups of all Content uploaded to or created on the Platform. You agree that we shall have no liability to you for any loss, corruption, or unavailability of any such Content, and you hereby waive any right of action against us arising from any such loss, corruption, or unavailability of such Content, whether caused by bugs, errors, service interruptions, or otherwise.

5. Restrictions

You shall not do any of the following while accessing the Platform or using the Services or Content, nor permit or encourage any User or third party to directly or indirectly: (a) distribute or make the Platform available over a network where it could be used by multiple devices at the same time, except as expressly permitted by the Company; (b) use the Platform or Services otherwise than in compliance with these Terms of Use, the applicable Agreement, and all applicable laws, statutes, rules, and regulations, including intellectual property rights of third parties; (c) rent, lease, lend, sell, redistribute, sublicense, assign, transfer, or otherwise make available or exploit in any form or by any means all or any portion of the Platform or the Services for any purpose; (d) copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Platform, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law); (e) use the Platform in a way that is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable; (f) do anything that could disable, overburden, or impair the proper activity of the Platform; (g) interfere with or otherwise circumvent mechanisms in the Platform intended to limit, meter, secure, or monitor your use; (h) provide any false information upon registration to the Platform or when updating or creating an account; (i) attempt to obtain a User’s account (including login credentials) or other security information from any other User; (j) use the Platform or Services in order to build, offer, support, or assist a competitive product or service, or to publicly benchmark or disclose comparative performance results relating to the Platform or Services without the Company’s prior written consent; and (k) use the Platform or Services in a manner that could otherwise cause damage to the Company or any third party, or in a manner that violates or infringes any rights of any third party, including privacy rights, publicity rights, confidentiality rights, or Intellectual Property Rights, or circumvent, disable, or otherwise interfere with security-related features of the Platform or features that enforce use limitations.

You may not access, use, export, re-export, transfer, or otherwise make available the Platform or Services in violation of any applicable export control, sanctions, or trade compliance laws or regulations of the United States or any other applicable jurisdiction. Without limiting the foregoing, you represent and warrant that you are not located in, organized in, or ordinarily resident in any country or territory that is subject to comprehensive trade sanctions or embargoes, and that you are not identified on any government list of prohibited or restricted parties. You shall not permit any User or third party to access or use the Platform or Services in violation of this Section.

Any unauthorized use of the Platform or Services is a violation of these Terms of Use and may also violate the Company’s rights or applicable law. You are solely responsible and liable for any breach by you or your Users of the obligations under this Section ‎‎6 and for any consequences thereof, including any loss or damage that Company may suffer. Company may, in addition to any other rights or remedies available to it, suspend or terminate access to the Platform or Services and pursue any legal or equitable remedy available under applicable law.

These Terms of Use will govern any updates, upgrades, or modifications provided by the Company to the Platform or Services, unless such update, upgrade, or modification is accompanied by separate terms of use, in which case those terms will govern. The Company may modify, add, remove, or discontinue features from the Platform or Services from time to time; provided, however, that during an active paid subscription term the Company will not materially reduce the overall functionality of the Services purchased by you, except where such change is required for security, legal, regulatory, or third party dependency reasons, or as otherwise expressly permitted in the applicable Agreement.

We reserve the right, but not the obligation, to: (i) monitor the Platform and Services for violations of these Terms of Use, the Agreement, or applicable law; (ii) take appropriate legal or operational action against anyone who, in our reasonable discretion, violates the law, these Terms of Use, or the Agreement, including without limitation reporting such person to law enforcement authorities where appropriate; (iii) refuse, restrict access to, limit the availability of, or disable any of your Content or any portion thereof if we reasonably determine that such Content may violate these Terms of Use, the Agreement, applicable law, or third party rights; (iv) remove from the Platform or otherwise disable files and content that are excessive in size or are in any way burdensome to our systems; (v) otherwise manage the Platform and Services in a manner designed to protect our rights and property, support security and compliance, and facilitate the proper functioning of the Platform and Services; and (vi) suspend, restrict, or terminate your access to the Platform and Services in accordance with these Terms of Use, the Agreement, or as reasonably necessary to address security, legal, operational, or non-payment issues.

6. Third Party Services

The Platform and Services may integrate with, link to, interoperate with, or enable access to third party products, services, features, content, specifications, source codes, plug-ins, applications, infrastructure, APIs, or data sources, including supported cloud services and third party SaaS platforms such as AWS services, Salesforce, Zendesk, and other supported business systems (collectively, “Third Party Services”).

When using certain Third Party Services, you may be subject to additional terms and conditions applicable to such Third Party Services, including, without limitation, their license terms, privacy policies, security terms, and service level commitments. You are responsible for complying with such third party terms to the extent applicable to your use of the Platform or Services. The Company may make information regarding certain Third Party Services available through the Platform, applicable documentation, onboarding materials, or upon request.

Any Third Party Services may be added, removed, replaced, suspended, or changed from time to time at Company’s sole discretion upon written notice to be provided by the Company through the Platform, your account, the applicable support channel, or other written communication. Any such Third Party Services terms and policies remain subject to changes by the respective Third Party Service provider at any time.

You hereby acknowledge and agree that such Third Party Services are not under the control of the Company, and Company is not responsible for any Third Party Service or for the acts or omissions of any third party provider. Company makes no representation as to the accuracy, usefulness, performance, availability, safety, security, or intellectual property rights in or relating to any Third Party Service, and shall have no liability or responsibility whatsoever regarding any access to and use of any Third Party Service, except to the extent expressly set forth in an applicable Agreement.

7. Service Availability, Modifications, and Support

Company will use commercially reasonable efforts to make the Services available and operational during the applicable subscription term. The Services are designed to maintain a target uptime of 99.9%, excluding scheduled maintenance, emergency maintenance, downtime caused by Third Party Services or internet or network failures outside Company’s reasonable control, force majeure events, and any suspension or restriction permitted under these Terms of Use or the applicable Agreement. Company may change, modify, suspend, discontinue, or remove features, functionality, integrations, or contents of the Services from time to time in accordance with these Terms of Use and any applicable Agreement.

Company will provide customer support through designated support channels, which may include a dedicated Slack support channel, email, or other communication methods designated by the Company.

Incidents Severity and Response Time:

Severity	Definition	Targeted Initial Response Time	Targeted Status Updates
P1 – Critical	Complete service outage, confirmed security incident affecting the service, or critical issue preventing access to core functionality for all users.	Two (2) business hours	Eight (8) business hours
P2 – High	Significant degradation of service or loss of major functionality affecting multiple users with no reasonable workaround.	Eight (8) business hours	Once per business day
P3 – Medium	Partial loss of functionality, issue affecting a limited number of users, or issue with an available workaround.	One (1) business day	Upon material updates
P4 – Low	General inquiries, cosmetic issues, documentation requests, feature requests, or other non-critical issues.	Three (3) business days	Upon material updates

Response times refer to acknowledgement and engagement by the support team and do not constitute guaranteed resolution times.

Except as expressly set forth in an applicable Agreement or separate written service level commitment issued by the Company, the service levels and response times described above are targets only and not warranties, and the Company does not guarantee that the Services will be uninterrupted, error-free, or available at all times. Company may perform scheduled or emergency maintenance from time to time and will use commercially reasonable efforts to minimize disruption to the Services.

8. No Warranty

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. THE COMPANY DOES NOT WARRANT THAT THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR AVAILABLE AT ALL TIMES, OR THAT ALL DEFECTS OR ERRORS WILL BE CORRECTED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PLATFORM AND SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, USEFULNESS, SECURITY, RELIABILITY, FUNCTIONALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, ANY ANALYTICS, ALERTS, INSIGHTS, REPORTS, OR OTHER OUTPUTS MADE AVAILABLE THROUGH THE PLATFORM OR SERVICES ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND MAY BE INCOMPLETE, INACCURATE, OR DELAYED, AND YOU REMAIN SOLELY RESPONSIBLE FOR REVIEWING AND VALIDATING SUCH OUTPUTS AND FOR YOUR DECISIONS, ACTIONS, AND OMISSIONS BASED ON THEM. ANY SERVICE LEVEL TARGETS, RESPONSE TIMES, OR OTHER OPERATIONAL METRICS DESCRIBED IN THESE TERMS OF USE OR IN COMPANY MATERIALS ARE TARGETS ONLY UNLESS EXPRESSLY STATED AS BINDING IN AN APPLICABLE AGREEMENT.

Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the above exclusion and limitations may not apply to you in such jurisdictions.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OF USE, THE AGREEMENT, THE PLATFORM, THE SERVICES, ANY THIRD PARTY SERVICE, OR YOUR USE OF OR INABILITY TO USE ANY OF THE FOREGOING, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATED LIABILITY OF THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AND/OR AGENTS, FOR ALL DAMAGES, LOSSES, CLAIMS, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THE AGREEMENT, THE PLATFORM, OR THE SERVICES, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO THE COMPANY FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. IF NO FEES HAVE BEEN PAID FOR THE SERVICES GIVING RISE TO THE CLAIM, THE COMPANY’S TOTAL AGGREGATED LIABILITY SHALL NOT EXCEED US$100.

10. Intellectual Property

All intellectual property rights, ownership, title and interest in and to the Platform and the Services (excluding Third Party Services), including but not limited to Intellectual Property Rights, patents, copyrights, trademarks, moral rights, trade secrets, designs or any other proprietary and intellectual property rights recognized under any applicable law anywhere in the world, whether issued or pending, registered or unregistered (the “Intellectual Property Rights”), are and shall remain the sole and exclusive property of the Company. Without derogating from the above, the Company reserves all proprietary rights in and to all designs, engineering details and other data pertaining to the Platform, including, without limitation any custom graphics, button icons, and scripts.

You are not granted any Intellectual Property Rights, including ownership, license or otherwise in or to the Platform or the Services, other than as explicitly set forth in these Terms of Use.

Any Company names, trademarks, service marks, logos, trade dress, or other branding related to the Company and/or included on, or are in connection with, the Platform or as part of the Services (collectively, the “Trademarks”) are owned by Company and may not be copied, imitated, or used (in whole or in part) without Company’s prior written consent. If any other trademarks, names, or logos are present on the Platform or the Services (collectively, “Third-Party Trademarks”), such Third-Party Trademarks are the property of their respective owners, and their use inures to the benefit of their respective owners.

Except as expressly set forth in Section ‎16, an applicable Agreement, or with the other party’s prior written consent, neither party is granted any right to use the other party’s trademark, trade name, logo, service mark, trade dress, or other branding. All goodwill arising from any permitted use of a party’s marks shall inure solely to the benefit of the owner of such marks.

Any suggestions, enhancements, recommendations, correction requests, comments, or other feedback provided by you to the Company with respect to the Platform, the Services, or any other Company’s product or service (the “Feedback”), will be owned by Company, including all Intellectual Property Rights therein. You hereby assign to Company all right, title, and interest in and to such Feedback, including all Intellectual Property Rights therein, and Company may use, disclose, reproduce, incorporate, license, distribute, and otherwise exploit any Feedback for any purpose without restriction and without any obligation or compensation to you. As between you and Company, all improvements, enhancements, and customizations to the Platform and/or Services based on such Feedback shall be owned solely by Company.

The Platform may contain, as an inseparable part thereof, open source code components provided to Customer according to the terms of the license of said open source code, or copyright notification accompanying the open source code as aforesaid (hereinafter, the “Open Source Code License”). The terms of such Open Source Code License can be provided upon request.

11. Confidentiality

Each party agrees that any non-public technical, business, commercial, financial, security, or other information disclosed by or on behalf of one party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether in writing, electronically, orally, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, shall be the confidential property of the Disclosing Party (“Confidential Information”).

Without limiting Section ‎12.1, Company’s Confidential Information includes the non-public elements of the Platform and Services, source code, object code, technical documentation, security information, product roadmaps, non-public performance information, pricing and commercial terms (unless agreed otherwise by the parties), and any non-public analyses or reports provided by Company that embody or reveal the foregoing. Customer’s Confidential Information includes Content and Customer’s non-public business, technical, security, and commercial information disclosed to Company in connection with the Services. For clarity, customer-specific outputs, analyses, reports, or other materials generated through the Platform from Customer Content are Customer Confidential Information as between the parties, except to the extent they incorporate Company’s Confidential Information or Analytical Data.

Each party will not use the other party’s Confidential Information except as necessary to exercise its rights or perform its obligations under these Terms of Use or any applicable Agreement. Each party shall use at least a reasonable degree of care to safeguard the other party’s Confidential Information in its possession or control and to prevent any unauthorized disclosure of the other party’s Confidential Information, including, without limitation, disclosing Confidential Information only to its employees, independent contractors, consultants, and legal and financial advisors (collectively, “Representatives”): (i) with a need to know such information for the purposes of these Terms of Use or the applicable Agreement; (ii) who are subject to confidentiality obligations sufficient to comply with this Section ‎12; and (iii) who are informed of the nondisclosure obligations imposed by this Section ‎12. Each party will be responsible for all acts and omissions of its Representatives.

The foregoing confidentiality obligations will not restrict either party from disclosing information of the other party that (i) was previously rightfully known to the receiving party without restriction on disclosure; (ii) is or becomes known to the general public, through no fault or breach on the part of the receiving party; (iii) is disclosed to the receiving party by a third party without breach of any separate nondisclosure obligation; (iv) was independently developed by the receiving party; or (v) is required to be disclosed pursuant to a judicial order or third party subpoena provided the receiving party provides written notice to the disclosing party in order for the disclosing party to seek an appropriate remedy and only discloses the minimum information required by the order or subpoena.

The confidentiality obligations set forth in this Section ‎‎12 shall survive the termination or expiration of these Terms of Use and any applicable Agreement for so long as the applicable information remains Confidential Information, subject to applicable law.

12. Subscription Term, Renewal and Termination

These Terms of Use shall commence upon the earlier of your acceptance of these Terms of Use or your first access to or use of the Platform or Services, and shall continue until the expiration or termination of all subscriptions or other access rights granted to you under these Terms of Use and any applicable Agreement, unless earlier terminated in accordance with this Section ‎‎13. Unless otherwise specified in the applicable Agreement, your initial subscription term shall be as set forth in such Agreement or order form (the “Initial Term”).

Upon expiration of the Initial Term, your subscription shall automatically renew for successive periods equal in length to the Initial Term (each, a “Renewal Term,” and together with the Initial Term, the “Subscription Term”), unless either party provides written notice of non-renewal to the other party at least thirty (30) days prior to the end of the then-current term (or such longer notice period as may be specified in the applicable Agreement). If neither party provides timely notice of non-renewal, the subscription shall renew automatically on the same terms and conditions, subject to any Fee adjustments in accordance with this Section.

The Company may adjust the Fees applicable to any Renewal Term by providing written notice to you of the updated Fees no later than the date by which notice of non-renewal must be given for such Renewal Term (i.e., at least thirty (30) days prior to the end of the then-current term, or such longer period as specified in the applicable Agreement). If you do not agree to such Fee adjustment, your sole remedy shall be to provide timely notice of non-renewal in accordance with this Section before the commencement of such Renewal Term. If you do not provide timely notice of non-renewal following receipt of a Fee adjustment notice, you shall be deemed to have accepted the adjusted Fees for the applicable Renewal Term.

You may terminate your subscription to the Platform or Services by providing written notice to your designated Account Manager, through the applicable support channel, or by any other method made available by the Company. Unless otherwise expressly stated in the applicable Agreement, any such termination by you shall take effect at the end of your then-current subscription term, and no prepaid fees shall be refundable. Upon the effective date of termination, your access to the Platform and Services will be revoked.

Company may suspend, limit, or terminate your subscription to, or access to, the Platform or Services, in whole or in part, upon written notice to you: (i) if you fail to pay any applicable fees when due and do not cure such failure within ten (10) days after receiving notice; (ii) if you fail to comply (or, if you are a Customer, to make sure that Users on your behalf comply) with any of the provisions of these Terms of Use, any applicable Agreement, or applicable law, and such failure is not cured within thirty (30) days after receiving notice thereof; provided, however, that Company may suspend or terminate immediately, without a cure period, in the event of any breach involving confidentiality obligations, intellectual property infringement, unlawful activity, fraud, or a security risk to the Platform, Services, Company, or any third party, or if the breach is incapable of cure; (iii) if required by law enforcement or a government agency, or otherwise in order to comply with applicable law or regulation; (iv) if your or any User’s use of the Platform or Services poses a security risk, may adversely affect the Platform, Services, or other customers, or may subject the Company or any third party to liability; or (v) if you become insolvent, enter into liquidation, cease doing business in the ordinary course, or become subject to bankruptcy, receivership, or similar proceedings. The above suspension and termination rights shall be without prejudice to the right of the Company to be indemnified for its damages and to any other right or remedy available to the Company.

Upon termination, expiration or non-renewal of your subscription or access to the Platform or Services for any reason: (i) the Access Right shall immediately expire and you will immediately cease any and all use of the Platform and Services; (ii) subject to the applicable Agreement and Company’s retention procedures, Company will make your Content available for download or export, upon your written request, for up to thirty (30) days following the effective date of termination or expiration, after which Company may delete or otherwise dispose of such Content in accordance with its standard retention procedures; (iii) you will remain responsible for all Fees, charges, and other amounts accrued or payable through the effective date of termination; (iv) all confidentiality obligations under Section ‎‎12 shall survive such termination or expiration; and (v) upon request of the disclosing party, each party will return or destroy the other party’s Confidential Information in its possession or control, except to the extent retention is required by applicable law, internal compliance requirements, or routine backup and archival processes. Nothing contained herein shall limit any other remedies that Company may have for your default under these Terms of Use or any applicable Agreement, nor relieve you of any of your obligations incurred prior to such termination.

In any case of termination, expiration or non-renewal mentioned herein, the provisions which by their nature shall continue beyond termination or expiration and shall survive and continue to apply, including Sections ‎‎1, ‎‎5, ‎‎6, ‎‎7.4, ‎‎9-‎‎12, ‎‎13.6-‎13.7, and ‎‎14-‎18.

13. Indemnity

You hereby agree to defend, indemnify, and hold harmless the Company and its directors, officers, employees, agents, partners, licensors, affiliates, and any affiliated company or individual from and against any and all third party claims, actions, proceedings, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees and expenses, arising out of or relating to: (i) your or any User’s use of the Platform or Services in violation of these Terms of Use, any applicable Agreement, or applicable law; (ii) your placement, transmission, processing, or use of any Content via the Platform or Services, including any claim that such Content infringes, misappropriates, or otherwise violates any third party rights or applicable law; (iii) any violation by you or any User of any third party rights or applicable law; or (iv) any actual or alleged breach of any of your representations, warranties, or obligations under these Terms of Use or any applicable Agreement. Notwithstanding the foregoing, Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Company, and you agree to cooperate, at your expense, with our defense of such claims. Company will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

14. Independent Contractors

Each party is an independent contractor. Nothing in these Terms of Use or any applicable Agreement creates or shall be deemed to create any employment, agency, partnership, fiduciary, joint venture, or similar relationship between the parties, and neither party has any authority to bind the other party in any respect.

15. Publicity

Except as expressly set forth in an applicable Agreement, Company may not issue any press release regarding you, publicly identify you as a customer, or use your name, logo, or trademarks in external marketing or promotional materials without your prior written consent. Any case study, testimonial, quote, or other publicity material referring to you or your use of the Services shall be subject to your prior written approval in each instance.

16. Governing Law and Jurisdiction

With respect to any dispute or disagreement between the parties arising out of or in connection with these Terms of Use, the parties shall first make a good faith effort to resolve such dispute through discussions between the parties. If a dispute cannot be resolved through such discussions, then, subject to Section ‎17.3, these Terms of Use shall be governed by and construed exclusively in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles. You hereby irrevocably consent to submit to the exclusive jurisdiction of the competent courts located in Delaware, United States, with respect to any such disputes.

Notwithstanding the above, if you are a User accessing or using the Platform and/or the Services under authorization or on behalf of the Customer, then the provisions set out in Section ‎‎17.1 shall apply to the Customer and not to you.

The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use.

Without limiting the generality of the foregoing, in the event of any actual or threatened infringement of any of Company’s Intellectual Property Rights by Customer and/or User and/or any third party acting on their behalf, Company shall be entitled to seek injunctive relief or other equitable relief before any competent court anywhere in the world where such infringement takes place, in which case lex fori shall apply to such proceedings rather than the law otherwise governing these Terms of Use.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THE AGREEMENT, THE PLATFORM, THE SERVICES, OR ANY DEALINGS BETWEEN THE PARTIES. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY TO ENTER INTO THESE TERMS OF USE AND THAT EACH PARTY HAS RELIED ON THIS WAIVER IN ENTERING INTO THESE TERMS OF USE.

17. Miscellaneous

Entire Agreement: These Terms of Use, together with any applicable Agreement, order form, or other written ordering document entered into between you and the Company, constitute the entire agreement between you and the Company with respect to the subject matter hereof and supersede all prior or contemporaneous understandings or agreements, whether written or oral, regarding such subject matter. In the event of any conflict or inconsistency between these Terms of Use and an applicable Agreement, the order of precedence set forth in Section ‎1.2 shall apply.

Notices: Any notice or other communication required or permitted under these Terms of Use shall be in writing and shall be deemed given: (i) when delivered personally; (ii) when sent by confirmed email; (iii) one business day after being sent by a reputable overnight courier service; or (iv) four business days after being mailed by first class certified or registered mail, return receipt requested, postage prepaid. All notices to the Company shall be sent to the notice email address or physical address designated by the Company in the applicable Agreement, order form, invoice, or on the Company’s website. All notices to you shall be sent to the email address or physical address you provided during registration, onboarding, or contracting, or as subsequently updated in your account settings or the applicable Agreement. You are responsible for keeping your contact information current. The Company may also provide notices or communications to you by posting them on the Platform, through the Services interface, through the applicable support channel, or via your account, and such notices shall be deemed given when posted or sent.

Assignment: You may not assign these Terms of Use, in whole or in part, by operation of law or otherwise, without the prior written consent of the Company, and any attempted transfer, assignment, or delegation without such consent will be void and of no effect. Company may freely transfer, assign, or delegate these Terms of Use, or its rights and duties under these Terms of Use, without notice to you. Subject to the foregoing, these Terms of Use will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors, and permitted assigns.

Force Majeure: Neither party shall be liable for any delay or failure in performance (other than non-payment of amounts owing) due to causes beyond its reasonable control.

Severability: If any part of these Terms of Use is held to be unenforceable or invalid, in whole or in part, that portion will be enforced to the maximum extent possible, and all other provisions will remain in full force and effect.

Waiver: Except as expressly set forth in these Terms, the exercise by either party of any of its remedies will be without prejudice to its other remedies under these Terms or otherwise. The failure by a party to enforce any part of these Terms will not constitute a waiver of future enforcement of that or any other provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of the waiving party.

No Third Party Beneficiaries: These Terms of Use do not create any obligation of the Company to any third parties, nor shall it be deemed to create any rights or causes of action on behalf of any third parties.

Changes to these Terms of Use: The Company may change these Terms of Use from time to time in its sole reasonable discretion. Company will use reasonable efforts to provide notice of any material changes to these Terms of Use by email, through the Platform, through the Services interface, through the applicable support channel, or by other written communication. Unless a shorter period is required by applicable law, regulatory requirements, or security considerations, material changes will take effect fifteen (15) days after such notice is provided. All other changes will be effective upon posting of the updated Terms of Use. Your continued use of the Platform or Services after the effective date of any changes constitutes your acceptance of the modified Terms of Use.

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