Terms & Conditions

Table of Contents

1. Software-as-Service
2. Professional Services
3. Invoicing and Payment Terms
4. Warranties & Disclaimers
5. Indemnities
6. Liability
7. Customer Obligations
8. Artificial Intelligence
9. Term and Termination
10. Data Privacy
11. Intellectual Property
12. Confidentiality
13. Insurance
14. Force Majeure
15. Miscellaneous
16. Definitions

Digital Millennium Copyright Act

1. Software-as-Service

If Customer purchases Software-as-a-Service, the following terms and conditions shall apply.

1.1. License and Term.  Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, worldwide right to access and use the Services during the Subscription Term, subject to the terms of this Agreement.

1.2. Subscription Term. The Subscription Term shall be specified on the Order Form.

1.3. Subscription Units

• 1.3.1. By accessing our Services, Customer represents that each individual End User utilizes access credentials unique to such End User and no access credentials shall be shared among two or more individuals.
• 1.3.2. An Order Form may be used to add more subscription units (e.g. seats or packages) to a subscription during a Subscription Term. The per unit pricing will be as specified on the Order Form for those additional subscription units (or, absent such specification, at the same per unit pricing as the underlying subscription pricing).
• 1.3.3. Provider may review the number of seats and/or packages utilized and discuss with the Customer options for purchasing additional units. Customer agrees to pay for either: (i) the additional seat units or (ii) the additional package bundles applicable based on usage.

1.4. Access. As soon as reasonably practicable after the parties execute this Agreement, Provider shall provide Customer with access credentials to allow End Users to access the Services.

1.5. Account Administration. Customer shall designate at least one End User to act as an administrator who will act as Customer’s principal point of contact with Provider for purposes of this Agreement.

1.6. Technical Support. At no additional charge and during Provider’s normal business hours, Provider will provide reasonable technical support and assistance for End User requests by telephone or sent via email to the product-specific support address, available here. Customer may also receive upgraded support services for an additional fee.

1.7. Updates. Customer will be given access to improvements, enhancements, modifications, and/or changes to the Services that Provider implements during the Subscription Term at no charge to Customer. Provider may also offer optional value-added functions, features, or other capabilities for a separate Fee.

1.8. Replacement of Services. If Customer determines the Services are not suitable for Customer’s intended purpose, Customer may request, in writing, replacement services at no extra charge for the remainder of the Subscription Term, with such replacement services being Customer’s sole remedy for modifying the Services within the then-current Subscription Term.

1.9. Restrictions. Customer agrees not to act outside the scope of the rights that are expressly granted by Provider in this Agreement, including, but not limited to, not (a) using the Services in any manner that is inconsistent with this Agreement; (b) modifying any program code of the Services or attempting to create or permit the creation of any derivative works of the Services; (c) accessing or using the Services to develop or support, or assisting another party in developing or supporting, any products or services competitive with the Services; (d) decompiling, reverse engineering, or otherwise attempting to view or recreate any of the source code of the Services software or extract any trade secrets from it; (e) using the Services to operate the business of a third party or to process data or content provided by a third party for the operation of a third party’s business, or otherwise using the Services on a third party’s behalf; (f) knowingly or intentionally using, disseminating, or copying the Services or associated Content in a way that infringes, misappropriates, or violates any trademark, copyright, patent, trade secret, publicity, privacy or other right of Provider or any third party; (g) publicly disclosing or otherwise making available to any Person (other than Customer’s directors, officers, employees or Affiliates), any Provider Content; or (h) selling, lending, leasing, assigning, transferring, pledging, permitting a lien upon, or sublicensing any of the rights granted by this Agreement with respect to the Services.

1.10. No Interference with Service Operations. Customer and its End Users will not take any action to: (a) interfere with the proper working of the Services or (b) circumvent, disable, or interfere with Provider’s security-related features or other features that enforce limitations on use of the Services or Content.

1.11. Suspension of Services. Provider may limit or suspend the Services to perform scheduled or emergency maintenance, to stop a violation of Section 1.9 (Restrictions) or Section 1.13 (End User Content), to prevent material harm to Customer, Provider, or other customers, if Customer’s usage imposes an unreasonable or disproportionately large load on Provider’s infrastructure, to ensure Provider can maintain the proper working order of the Services or satisfy its uptime and other similar obligations, or as required by Applicable Law. Provider will use commercially reasonable efforts to give Customer sufficient advance notice of any limitation or suspension. Where it is not practicable for Provider to give such advance notice, Provider will use commercially reasonable efforts to narrow the scope and duration of the limitation or suspension as needed to resolve the issue that prompted such action. Provider will not be responsible for any damages or costs incurred by Customer due to the unavailability of the Services during any suspension of Services.

1.12. Third-Party Services. If Customer integrates the Services with any non-Provider provided third-party service (such as a third party’s service that uses an application programming interface (API)), Customer acknowledges that such third-party service might access or use Customer Data and Customer permits the third-party service provider to access Customer Data as required for the interoperation of that third-party service with the Services. Customer is solely responsible for the use of such third-party services and any data loss or other losses it may suffer as a result of using any such services.

1.13. End User Content.  If the Services enable End Users to upload, search for, store, manage and use their own End User Content through Provider’s platform, the following terms and conditions shall apply.

• 1.13.1. Customer acknowledges that Provider does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, reliability or other attributes of any End User Content. Customer is solely responsible for verifying the End User Content’s authenticity, legality, and accuracy for its intended use.
• 1.13.2 Provider or Customer may remove or disable access to any End User Content or remove any End User Content if any End User(s) uses the Services to upload, post, or otherwise transmit Content that is unlawful, fraudulent, false, misleading, libelous, defamatory, derogatory, harassing, threatening, abusive, obscene, pornographic, profane, offensive, inciting, hateful, or otherwise objectionable; however, Provider has no such obligation to preview, verify, flag, filter, or remove any End User Content and is not responsible for any failures or delays in removing or disabling access to any End User Content.

2. Professional Services

If Customer purchases Professional Services, the following terms and conditions shall apply.

2.1. Professional Service Details. When Professional Services are sold to Customer, the parties shall prepare an SOW describing the Professional Services to be performed and setting forth any other pertinent details, including the timeframes within which Professional Services will be performed and the Deliverables to be provided to Customer.

2.2. License. If Customer receives Deliverables as part of the Professional Services, Provider grants Customer and affiliates a royalty-free, non-exclusive, right to use, host, copy, transmit, modify, display and distribute the Deliverables conditioned on full settlement of all applicable Fees and any other sums due under the Agreement.

2.3. Provider Warranties.  Provider shall provide the Professional Services in a good and workmanlike manner, in accordance with industry standards, and with that standard of care, skill, and diligence normally provided by similar professionals in the performance of similar services. In the event of a breach of this warranty, Provider’s sole obligation and Customer’s sole remedy will be for Provider to correct or reperform the affected Professional Service without undue delay at no charge to Customer.  

3. Invoicing and Payment Terms

3.1. Fees. Customer will pay to Provider all applicable Fees for the Services specified in each Order Form. Except as otherwise specified in this Agreement or required by Applicable Law, Fees are non-cancelable and prepaid Fees are non-refundable.

3.2. Invoicing and Payment Terms. Payment terms shall be specified in each Order Form. An invoice will be issued upon execution of the Order Form. Multi-year terms and renewals will be invoiced on an annual basis.

3.3. Taxes. All amounts payable by Customer under this Agreement are exclusive of any applicable taxes, levies, duties, or similar governmental assessments of any nature (including value-added and sales and use taxes, but excluding withholding taxes and taxes based on Provider’s income, property, or employees) (“Taxes”). Customer will pay all applicable Taxes in addition to all other amounts payable under this Agreement, unless Customer provides Provider with a valid tax exemption certificate or other documentary proof, issued by an appropriate taxing authority, that no Taxes should be charged.  

4. Warranties & Disclaimers

4.1. Warranties. Each party represents and warrants that (a) it has full power and authority to enter into this Agreement, (b) the execution and performance of its obligations under this Agreement will not conflict with or violate any Applicable Law or any other agreement to which the representing party is bound, and (c) it will comply with all Applicable Law related to its provision or use of the Services.

4.2. Disclaimers.

• 4.2.1. PROVIDER MAKES NO REPRESENTATION OR WARRANTY ABOUT THE SERVICES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, SYSTEM INTEGRATION, NON-INFRINGEMENT, NON-INTERFERENCE AND/OR QUIET ENJOYMENT.
• 4.2.2. PROVIDER DOES NOT WARRANT THAT OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.
• 4.2.3. PROVIDER IS NOT PROVIDING LEGAL OR OTHER PROFESSIONAL ADVICE. CUSTOMER’S DECISIONS MADE IN RELIANCE ON THE SERVICES OR CUSTOMER’S INTERPRETATION OF ANY CONTENT IS CUSTOMER’S OWN FOR WHICH CUSTOMER TAKES FULL RESPONSIBILITY AND ASSUMES ALL RISK.
• 4.2.4. PROVIDER IS NOT RESPONSIBLE FOR THIRD-PARTY PROVIDED PRODUCTS, CONTENT, OR SERVICES. PROVIDER CONTENT IS OFTEN AGGREGATED FROM UNAFFILATED THIRD-PARTY SOURCES AND PROVIDER IS NOT RESPONSIBLE FOR SUCH CONTENT.
• 4.2.5. ANY PRODUCTS OR SERVICES DESIGNATED OR IDENTIFIED AS “BETA”, “TEST”, “EXPERIMENTAL” OR WITH SIMILAR LANGUAGE ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND.  

5. Indemnities

5.1. By Provider. If a third party alleges that the Services infringe or misappropriate such party’s Intellectual Property Rights, then Provider will defend and hold harmless Customer and its shareholders, directors, officers, employees, successors and assigns (together, the "Customer Indemnitees") against such claim at Provider’s expense and pay all reasonable costs, damages, and attorneys’ fees that a court finally awards or that are included in a settlement approved by Provider. However, in no event will Provider have any obligation or liability arising from: (a) use of any Services in a modified form or in combination with software, technologies, products, or devices not provided by Provider or intended as part of the Services; (b) any Content or data provided by Customer, End Users, or third parties; or (c) Services for which there is no fee or charge.

• 5.1.1. Remedies for Potential Infringement.  If Provider believes the technology used to provide the Services may infringe or may be alleged to infringe a third party’s Intellectual Property Rights, then Provider may: (i) obtain the right for Customer, at Provider’s expense, to continue using the Services; (ii) provide a non-infringing functionally equivalent replacement; or (iii) modify the Services so that they no longer infringe. If Provider believes that the foregoing options are not commercially reasonable, then Provider may suspend or terminate Customer’s use of the impacted Services and provide a pro rata refund of any prepaid Fees for the period following the termination of such Services.

5.2. By Customer. If a third party alleges that Customer Data infringes or misappropriates such third party’s Intellectual Property Rights or in the event of any claim by a third party that arises from (a) Customer’s use of the Services in a manner that violates the Restrictions in Section 1.9 or (b) the posting, display, distribution, broadcast, or other use of End User Content by or on behalf of Customer or an End User, Customer will defend and hold harmless Provider and its shareholders, directors, officers, employees, successors and assigns (together, the "Provider Indemnitees") against any such claim or investigation at Customer’s expense and pay all reasonable costs, damages and attorneys’ fees that a court finally awards or that are included in a settlement approved by Customer.

5.3. Indemnity Procedures. A party seeking indemnification will promptly notify the other party of the claim and reasonably cooperate with the other party (to the extent applicable) in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (a) any settlement requiring the indemnified party to admit liability, perform any act or to pay any money will require the indemnified party’s prior written consent (such consent not to be unreasonably withheld or delayed) and (b) the indemnified party may join in the defense with its own counsel at its own expense. The provisions of this Section 5 state each party’s entire liability and constitute the other party’s sole and exclusive financial remedy for any indemnification claims. Notwithstanding the foregoing, nothing in this Agreement will prevent either party from seeking injunctive relief with respect to a violation of Intellectual Property Rights, confidentiality obligations, or enforcement or recognition of any award or order in any appropriate jurisdiction.  

6. Liability

6.1. Consequential Damages Waiver. NEITHER PARTY WILL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR: (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, UNDER ANY THEORY OF LAW, INCLUDING TORT OR CONTRACT OR (B) LOSS OF OR DAMAGE TO: (i) DATA, (ii) BUSINESS, (iii) REVENUES, OR (iv) PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

6.2. Liability Cap. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT FOR ALL CLAIMS OF ANY KIND WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO PROVIDER UNDER THE APPLICABLE ORDER FORM(S) DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.  

6.3. Excluded Claims.  The limitations of liability in Section 6.2 shall not apply to claims related to (a) gross negligence, fraud or willful misconduct, (b) Customer’s obligation to pay any undisputed fees or invoices, or (c) any damages the liable party is not permitted to disclaim (or limit) under Applicable Law.  

7. Customer Obligations

7.1. End User Activities. Customer is responsible for ensuring that its End Users comply with this Agreement. Customer is responsible for the acts of its End Users and any activity occurring in its End Users' accounts.

7.2. Embargoes. Customer represents and warrants that it is not barred by any Applicable Law from being supplied with the Services. The Services may not be used in any country that is subject to an embargo by the United States or European Union (EU), as applicable. Customer will ensure that: (a) its End Users do not use the Services in violation of any export restriction or embargo by the United States; (b) it does not use the Services in any other manner that would result in a violation of any sanctions administered or enforced by the Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the EU or the relevant authority in any individual EU member state, His Majesty’s Treasury, or any other relevant sanctions authority, and (c)  it does not provide access to the Services to persons on the U.S. Department of Commerce’s Denied Persons List or Entity List or the U.S. Treasury Department’s list of Specially Designated Nationals.    

8. Artificial Intelligence

8.1. AI Features. Provider may introduce features and capabilities as part of the Services that utilize generative AI, machine learning, or similar technologies (the “AI Features”). If Customer uses Provider’s generative AI assistant/copilot (the "Assistant"), Customer or its End Users may upload information, including Customer Data, prompts, data, texts or other input (collectively, "Input"), and receive output generated by the Assistant ("Output", and together with Input, the "AI Content").

Such Output shall be based on Provider’s proprietary training materials, prompt engineering, and insights, and may not be unique to each individual customer of Provider. Accordingly, subject to Section 11.2, Provider hereby grants Customer a non-exclusive worldwide license to use, display, and create derivative works of the Output during the Subscription Term. Customer shall retain all ownership rights in and to the Input.

Certain AI Features are powered by a third-party AI platform and model provider, OpenAI, LLC; however, Provider does not and shall not use any Customer Data to train any third-party AI platform or models. Provider may use Customer usage patterns to develop or improve personalized features based on End User behaviors, which shall be unique to Customer and its End Users, or aggregated and anonymized Customer Data to identify trends or suggest features to improve the Services, without exposing any Customer Data to other customers or to third parties in the process.

8.2. Use of AI Features. Customer is solely responsible for the Input and for ensuring that any use of the AI Content by Customer complies with Applicable Law and this Agreement. Customer acknowledges that it should not rely on factual assertions in the AI Content without independently fact-checking their accuracy. AI Content should be evaluated for accuracy and suitability for Customer’s use case, such as by imposing human review of the AI Content.

8.3. EU AI Provisions. If Customer or End Users are located within the EU, the following terms and conditions shall apply.

• 8.3.1. EU AI Restrictions. Customer will not, unless permitted by express written consent from Provider: (a) use Provider data, AI features, Content or Output in any manner that violates Applicable Law, regulations or guidelines, including but not limited to the Artificial Intelligence Act (Regulation (EU) 2024/1689) ("EU AI Act"); or (b) sub-license, sell, lease or otherwise distribute AI Features, Content or Output to any third parties.
• 8.3.2. Transparency, Accountability, Governance & Oversight. Provider shall ensure that: (a) AI features are designed, developed, and deployed in a manner that is transparent, traceable, and auditable; (b) clear and understandable information about the AI system’s capabilities, limitations, and potential risks is available to Customer; (c) it implements appropriate data governance measures to ensure the accuracy, relevance, and proportionality of the AI Features and conducts regular risk assessments to identify and mitigate potential risks; and (d) AI Features are designed with appropriate human-machine interface tools to enable effective human oversight, including the ability to monitor, interpret, override, or stop the system when necessary.  

9. Term and Termination

9.1. Term of Agreement.  This Agreement commences as of the date both parties execute this Agreement, on the Order Form, or, if on different dates, the latest of the execution dates (the "Effective Date") and shall continue thereafter unless terminated by either party in accordance with this Agreement.

9.2. Term of Services.  The Services shall commence on the start date specified in the Order Form and continue for the term stated therein unless renewed as specified in the applicable Order Form or terminated earlier for cause pursuant to Section 9.3.

9.3.Termination for Cause.  Either party may terminate this Agreement (a) if the other party materially breaches its obligations hereunder and the breach is not been cured within thirty (30) days of receipt of written notice from the non-breaching party, or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, administration, liquidation, or assignment for the benefit of creditors. If Customer exercises such termination right, upon Customer’s request, Provider shall pay to Customer a pro-rata refund based on the remaining timeframe following the termination date for which Provider is not able to provide the Services.

9.4. Survival.  Section 1.9 (Restrictions), Section 3 (Invoicing and Payment Terms), Section 6 (Liability), Section 10 (Data Privacy), Section 11 (Intellectual Property), Section 12 (Confidentiality), Section 15 (Miscellaneous), and any provision of this Agreement, including the applicable Order Form, that contemplates or governs a party’s performance or observance after termination or expiration of this Agreement will survive its termination or expiration.  

10. Data Privacy

10.1. Data Protection & Security. The following DPA will apply where Provider is processing Personal Data for, or on behalf of, Customer or its End Users:

• 10.1.1. For U.S. Residents. When Provider is providing Services which involve the processing of U.S. residents’ Personal Data, the Data Protection Agreement U.S. shall apply to and form part of this Agreement.
• 10.1.2. For EU / UK Residents. When Provider is providing Services which involve the processing of European Union ("EU") and/or United Kingdom ("UK") residents’ Customer Personal Data, the Data Protection Agreement EU & UK shall apply to and form part of this Agreement.

10.2. DPAs Incorporated into Agreement. The DPAs hyperlinked in these Terms and Conditions are incorporated by reference and form part of this Agreement. In the event of a conflict between the terms of the applicable DPA(s) and the other terms of this Agreement, the terms of the applicable DPA(s) shall control.  

11. Intellectual Property

11.1. Rights to Customer. Customer retains ownership of all Intellectual Property Rights in the Customer Data and End User Content, and Customer grants Provider and its Affiliates a worldwide, royalty-free, non-exclusive, limited license to use, host, copy, transmit, modify, display, and distribute Customer Data and End User Content only for the limited purposes of providing the Services to Customer and improving the Services. Notwithstanding the foregoing, if Customer provides Provider with feedback about the Services, Provider may use such feedback and incorporate it into its products and services without any obligation to Customer.

11.2. Rights to Provider.  Provider retains ownership and all related Intellectual Property Rights in the Services, Provider Content, AI Features, Output, and any other products, services, and/or materials provided by, or on behalf of, Provider. No licenses or rights are granted to Customer by Provider other than as expressly provided for in this Agreement.  

12. Confidentiality

12.1. Definition. "Confidential Information" means information disclosed by a party ("Discloser") to the other party ("Recipient") in connection with the use or provision of the Services that is either marked as confidential or would reasonably be considered to be confidential under the circumstances. Customer’s Confidential Information includes Customer Data. Despite the foregoing, Confidential Information does not include information that: (a) is or becomes public through no fault of the Recipient; (b) the Recipient already lawfully knew; (c) was rightfully given to the Recipient by an unaffiliated third party without restriction on disclosure; or (d) was independently developed by the Recipient without reference to the Discloser’s Confidential Information.

12.2. Confidentiality. The Recipient will: (a) protect the Discloser’s Confidential Information using commercially reasonable efforts; (b) use the Discloser’s Confidential Information only as permitted by this Agreement, including to exercise the Recipient’s rights and fulfill the Recipient’s obligations under this Agreement; and (c) not disclose the Discloser’s Confidential Information without the Discloser’s prior consent, except to Affiliates, certain employees or agents involved in the Services under this Agreement, and professional advisors who need to know it and have agreed in writing (or, in the case of professional advisors, are otherwise bound) to keep it confidential on terms comparable to those under this Section 12. The Recipient may disclose the Discloser’s Confidential Information when and to the extent required by Applicable Law or legal, regulatory, or judicial process, but only after the Recipient, if permitted by Applicable Law, uses reasonable efforts to notify the other party.

12.3. Return or Destruction of Confidential Information.  Upon the termination or expiration of the Agreement and all Order Forms or SOWs under the Agreement, each party will promptly return to the other party or destroy all Confidential Information of the other party in its possession or control within a reasonable amount of time in accordance with the Recipient’s data destruction practices. Despite the termination or expiration of this Agreement, Recipient’s confidentiality obligations with respect to the Confidential Information will survive for two (2) years after the date such Confidential Information was disclosed to Recipient.

12.4. Exception for Customer Lists. Notwithstanding anything to the contrary in Section 12.2, Provider may include Customer’s name on Provider’s customer list and may describe briefly, and in general terms, the nature of the services provided by Provider to Customer.  

13. Insurance

13.1. Insurance Coverage. Each party shall, at its own cost and expense, obtain and maintain liability insurance (or self-insurance) to cover liabilities of the types and amounts reasonably necessary and appropriate in its industry to perform its respective activities under this Agreement with responsible insurance carriers duly qualified in those regions where the Services are to be performed or used.  

14. Force Majeure

14.1. Force Majeure. Neither Provider nor Customer will be liable for any delay, inadequate performance or failure to perform any obligations under this Agreement to the extent caused by a condition that was beyond the party’s reasonable control, including, but not limited to, natural disaster, act of war or terrorism, earthquake, pandemic or health crisis, riot, governmental order, action or inaction, denial of service attack or utility or internet service provider failure, delay or disturbance (a "Force Majeure Event").

14.2. Termination due to Force Majeure.  If a party fails to perform its obligations under this Agreement as a result of a Force Majeure Event for more than thirty (30) days, then the other party may terminate the affected Services without liability. If Provider fails to perform its obligations under this Agreement as a result of a Force Majeure Event for more than thirty (30) days, then Customer may terminate the affected Services. If Customer exercises such termination right, upon Customer’s request, Provider shall pay to Customer a pro-rata refund based on the remaining timeframe for which Provider is not able to provide the Services.  

15. Miscellaneous

15.1. Independent Contractors. The relationship between Provider and Customer is that of independent contractors, and not legal partners, employees, joint venturers, or agents of each other.

15.2. Waiver. The waiver by either party of any breach of any provision of the Agreement does not waive any other breach. A party’s failure or delay to enforce a provision under this Agreement is not a waiver of its right to do so later.

15.3. Notices.

• 15.3.1.  Providing Notice. All notices must be in writing and will be deemed given when: (i) personally delivered, (ii) verified by written receipt, if sent by postal mail with verification of receipt service or courier, (iii) received, if sent by postal mail without verification of receipt, or (iv) received and verified by automated receipt or electronic logs if sent by email, except if any error or “bounce back” electronic mail message is received by the sender.
• 15.3.2.  Notices to Provider.  Notices to Provider must be sent to FiscalNote, Inc., 1201 Pennsylvania Ave NW, Sixth Floor, Washington DC, 20004, USA, marked to the attention of the Legal Department, with a copy to legal@fiscalnote.com. 
  
  Notices to Customer.  Notices to Customer may be sent to the email address associated with Customer’s designated primary administrator, or billing contact for billing-related notices, as set forth on an applicable Order Form.

15.4. Precedence. If any conflict exists among the following documents, the order of precedence will be: (1) the applicable Order Form, (2) these Terms and Conditions, including the applicable DPA(s) referenced herein, and (3) any applicable SOW. Any terms set forth under an “Additional Terms” or “Special Terms” heading in any of the foregoing documents will take precedence over any other terms to the contrary in that document.

15.5. Severability. If any provision of this Agreement is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed, and the remainder of terms will remain in full effect.

15.6. Non-Parties.

• 15.6.1. Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. Customer’s End Users are not third-party beneficiaries to Customer’s rights under this Agreement.
• 15.6.2. Assignability. Neither party may assign performance of the Agreement or any of its rights or delegate any of its duties under the Agreement without the prior written consent of the other party; provided, however, that either party may assign its rights and obligations under the Agreement, in whole or in part, to any of its Affiliates or to any entity into or with which it is merged or that acquires all or substantially all of its assets. Subject to the foregoing restriction on assignment, the Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors and assigns.15.7. Language. This Agreement was prepared and written in English. Any non-English translations of this Agreement which may be made available are provided for convenience only and are not valid or legally binding.

15.7. Language. This Agreement was prepared and written in English. Any non-English translations of this Agreement which may be made available are provided for convenience only and are not valid or legally binding.

15.8. Counterparts. Each portion of the Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. For purposes of executing the Agreement, a facsimile copy or a “.pdf” image delivered via email of an executed copy of any such portion of the Agreement signed by an authorized signatory (manuscript signature or using electronic signature) shall be deemed an original.

15.9. Entire Agreement; Amendments. This Agreement (including the Order Form(s) in which these Terms and Conditions are referenced) constitutes the entire agreement between Provider and Customer with respect to the subject matter hereof. There are no restrictions, promises, warranties, covenants, or undertakings other than those expressly set forth herein and therein. This Agreement supersedes all prior negotiations, agreements, and undertakings between the parties with respect to such matter. This Agreement may be amended only by an instrument in writing executed by the parties’ duly authorized representatives.

15.10. Governing Law & Venue.  The Parties agree to the following country-specific provisions for governing law and venue for all claims and disputes arising out of or relating to the Agreement. The Agreement will be interpreted, construed, and enforced in all respects in accordance with the following laws, without regard to principles of conflicts of laws, based on the billing address of Customer reflected in the Agreement.  

• 15.10.1. United Kingdom, a Member State of the EU, or Switzerland: England and Wales   
• 15.10.2. Asia: Singapore.  
• 15.10.3. United States & All Other Locations: New York, New York.

15.11. Jury Waiver. Customer hereby expressly, knowingly, and voluntarily forfeits any rights to litigate claims before a jury or to participate in a class action or representative action with respect to any claim.

15.12. Anti-Corruption. Each party agrees and acknowledges that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of the other party’s employees, contractors or agents in connection with the Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If either party learns of any violation of the above restriction, such party shall use reasonable efforts to promptly notify the other party.  

16. Definitions

“Affiliate” means any entity which directly or indirectly controls, is controlled by or is under common control with an entity. "Control" for purposes of the preceding sentence means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.  

“Agreement” means the agreement for Services between Customer and Provider consisting of these Terms and Conditions, including any DPA, the Order Form signed by Customer and Provider that references these Terms and Conditions, and any supplementary Order Forms or SOW entered into between Customer and Provider.

“AI” means artificial intelligence.

“Applicable Law” means all legislation, statutes, regulations, ordinances, rules, judgments, orders, decrees, rulings, and other requirements enacted, promulgated, or imposed by any governmental authority or judicial or regulatory body at any level (e.g., municipal, county, provincial, state or national) that are applicable to or enforceable against a party for their activities pursuant to this Agreement.

“Content” means any data, media, information, and/or other type or form of content displayed, distributed, or otherwise made available to a party through or in connection with the Services, including End User Content and Provider Content.

“Customer” (or “you”) means the customer accepting this Agreement and identified on the Order Form.

“Customer Data” means (i) all data (including Personal Data and Customer Personal Data) that is provided to Provider by, or on behalf of, Customer through Customer’s use of the Services, and (ii) End User Content.

“Deliverables” means the output of Services (generally Professional Services) created by Provider for Customer, which may include custom reports, summaries, documents, advice, or other written output thereof.

“DPA” means the applicable Data Protection Agreement as set forth in Section 10.

“Order Form” means an order form setting forth the necessary information relating to the Services to be provided to Customer under this Agreement and the Fees payable to Provider.

“End Users” means Customer’s employees, agents, independent contractors, and other individuals authorized by Customer and/or who receive access credentials from Provider to access and use the Services.

“End User Content” means any Content submitted, posted, or written by End Users via Provider’s Software-as-a-Service.

“Fees” means the amounts payable by Customer to Provider for the Services pursuant to this Agreement.

“Intellectual Property Rights” means the legal rights held by the owner of a copyright, patent, trademark, or trade secret, whether registered or unregistered, including (a) the rights to copy, publicly perform, publicly display, distribute, adapt, translate, modify, and create derivative works of copyrighted subject matter; (b) the rights to exclude others from using, making, having made, selling, offering to sell, and importing patented subject matter and to practice patented methods, (c) the rights to use and display any marks in association with businesses, products or services as an indication of ownership, origin, affiliation, or sponsorship; and (d) the rights to apply for any of the foregoing rights, and all rights in those applications. Intellectual Property Rights also include any rights granted by law and give the owner exclusive authority to control the use or disclosure of the information (regardless of the existence of a contract).

“Person” means an individual, a corporation, an association, a partnership, an estate, a trust, and any other entity or organization.

“Personal Data” shall have the meaning given to such term in Section 10.

“Provider” means FiscalNote, Inc., a Delaware corporation, with primary business offices at 1201 Pennsylvania Ave., NW, 6th Floor, Washington, DC 20004, and its Affiliates, except where such Affiliates are excluded, in part or in full.

“Professional Services” means any services performed or contracted to be performed by Provider pursuant to an SOW entered into by the parties under this Agreement. Professional Services include, but are not limited to:

“Provider Content” means Content owned, originated, or controlled by Provider and made accessible to Customer and End Users through the Services.

“Software-as-a-Service” means (i) Provider’s proprietary web-based products and services offered through Provider’s website, mobile application, and AI programs, together with all security devices and any proprietary accompanying third-party software, and (ii) any support services performed by Provider for the aforementioned products and services. Software-as-a-Service includes, but is not limited to:

"Statement of Work" (or "SOW") means a mutually agreed upon supplement to these Terms and Conditions and any Order Form that describes the Professional Services to be provided to Customer by Provider.

"Subscription Term" means the period during which Customer is permitted to access and use the Services.

"Terms and Conditions" means these terms and conditions, including any applicable DPA, incorporated by reference into the relevant Order Form(s) between Customer and Provider.

Digital Millennium Copyright Act

Provider does not tolerate any inappropriate content or misconduct associated with use of the Services. Provider has adopted the following policy towards copyright infringement in accordance with the Digital Millennium Copyright Act (the "DMCA").

DMCA Takedown Notice Procedures

If Customer or any End User believes any Content infringes upon its Intellectual Property Rights, an End User or other representative of Customer (in either case, the "Submitter") shall submit a notification to Provider’s copyright agent designated below alleging such infringement ("DMCA Takedown Notice") including the following:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the material claimed to have been infringed, or, if multiple intellectual properties (including copyrighted works) at a single online site are covered by a single notification, a representative list of such properties;
• Identification of the material claimed to be infringing and that is to be removed or access disabled and information reasonably sufficient to permit Provider to locate the material;
• Adequate information by which Provider can contact Submitter, such as an address, telephone number, and, if available, an email address;
  A statement that Submitter has a good faith belief that use of the material in the manner complained of is not authorized by the intellectual property owner, its agent, or the law; and
• A statement that, under penalty of perjury, the information in the notification is accurate and Submitter is authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

Any DMCA Takedown Notices should be sent to Provider’s designated DMCA agent at legal@fiscalnote.com or via mail to the following address: 1201 Pennsylvania Ave NW, 6th Floor, Washington, DC 20004. If Submitter fails to comply with all of the requirements of Section 512(c)(3) of the DMCA (as set forth above), the DMCA Takedown Notice may not be effective. Please be aware that if Submitter knowingly materially misrepresents that material or activity on the Services is infringing an Intellectual Property Right, Submitter or Customer (if applicable) may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Counter Notification Procedures

If an End User (in this case, the “Counter Notice Submitter”) believes that material he/she/they posted on the Services was removed or access to it was disabled by mistake or misidentification, the Counter Notice Submitter may file a counter notification with Provider (a “Counter Notice”) by submitting written notification to Provider’s DMCA agent designated above.  Pursuant to the DMCA, the Counter Notice must include substantially the following:

• Counter Notice Submitter’s physical or electronic signature.
• An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
• Adequate contact information of Counter Notice Submitter (including name, postal address, telephone number, and, if available, email address).
• A statement under penalty of perjury by the Counter Notice Submitter that he/she/they have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
• A statement that Counter Notice Submitter will consent to the jurisdiction of the Federal District Court for the judicial district in which their address is located and that he/she/they will accept service from the person (or an agent of that person) who provided the Provider with the complaint at issue.

The DMCA allows Provider to restore the removed content if the party filing the original DMCA Takedown Notice does not file a court action against Counter Notice Submitter within ten (10) business days of receiving the copy of the Counter Notice. Please be aware that if Counter Notice Submitter knowingly materially misrepresents that material or activity on the Services was removed or disabled by mistake or misidentification, Submitter or Customer (if applicable) may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

Provider will disable and/or terminate the accounts of repeat infringers.