SaaS Terms of Service Template

"Account" means the account created by or for the Customer on the Platform through which the Customer and its Authorized Users access and use the Services, together with all associated credentials and settings.

"Affiliate" means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where "control" means ownership of more than fifty percent (50%) of the voting interests of an entity or the power to direct its management and policies.

"Authorized User" means an individual who is authorized by the Customer to access and use the Services under the Customer's Account, and who has been issued credentials, including the Customer's employees, contractors, and agents, or, where the Customer is an individual, the Customer personally.

"Confidential Information" means all non-public information, in any form or medium, disclosed by or on behalf of a party to the other party in connection with these Terms that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including, in the case of the Provider, the non-public features of the Services, and, in the case of the Customer, Customer Data. Confidential Information excludes information described in the Confidentiality section of these Terms as falling outside its scope.

"Customer Data" means all data, content, files, and information, including any personal data, that is submitted, uploaded, or otherwise transmitted to the Services by or on behalf of the Customer or its Authorized Users, excluding Usage Data and Provider Materials.

"Documentation" means the user guides, technical specifications, help materials, and other written or online documentation made available by the Provider in relation to the Services, as updated from time to time.

"Fees" means all subscription fees, usage-based charges, add-on fees, and other amounts payable by the Customer to the Provider for the Services, as set out in the applicable Order Form, the Provider's pricing page at [Pricing URL], or otherwise notified by the Provider.

"Order Form" means any ordering document, online checkout page, or subscription confirmation, accepted by the Provider, that identifies the Subscription Plan, Subscription Term, Fees, number of Authorized Users, and other commercial particulars of the Customer's subscription.

"Platform" means the Provider's proprietary cloud-based software platform, including all underlying software, infrastructure, interfaces, application programming interfaces, updates, upgrades, and modifications thereto.

"Provider Materials" means the Platform, the Services, the Documentation, all software, algorithms, designs, templates, tools, know-how, and other materials owned or licensed by the Provider, and all improvements, derivatives, and modifications of any of the foregoing.

"Services" means the software-as-a-service offerings of the Provider made available to the Customer through the Platform under the applicable Subscription Plan, together with the support and ancillary services described in these Terms, but excluding Third-Party Services.

"Subscription Plan" means the tier or package of Services selected by the Customer and accepted by the Provider, as described in the Order Form or on the Provider's website, including any applicable limits on features, usage, storage, or Authorized Users.

"Subscription Term" means the initial subscription period specified in the applicable Order Form, together with each renewal period, as provided in these Terms.

"Third-Party Services" means any products, services, software, applications, websites, or content provided by a person other than the Provider that interoperate with, or are accessible through, the Services.

"Usage Data" means technical, statistical, and analytical data relating to the performance, operation, and use of the Services that does not identify the Customer or any individual by name.

In these Terms, headings are for convenience only and do not affect interpretation; the words "including" and "includes" mean "including without limitation"; references to the singular include the plural and vice versa; references to a "party" mean the Provider or the Customer; and references to "writing" include email and in-platform notices unless otherwise stated.

The Provider may modify, amend, or replace these Terms at any time in its sole discretion. The Provider shall give notice of any material modification by posting the revised Terms at [Terms URL], by email to the address associated with the Account, or by notice within the Platform, at least [Number] days before the modification takes effect, except where a shorter period is required to address legal, security, or regulatory matters.

The Customer's continued access to or use of the Services after the effective date of any modification constitutes the Customer's acceptance of the modified Terms. If the Customer does not agree to a modification, its sole remedy is to cease using the Services and to terminate its subscription in accordance with the Term, Termination and Effect of Termination section of these Terms before the modification takes effect, in which case no refund of prepaid Fees shall be due except as expressly stated in these Terms.

These Terms, together with each Order Form and any policies expressly incorporated by reference, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous understandings, proposals, and communications, whether oral or written, relating to their subject matter.

In the event of any conflict between these Terms and an Order Form, the Order Form shall prevail solely with respect to the commercial particulars it expressly addresses and only where it is signed or expressly accepted in writing by an authorized representative of the Provider. No terms contained in any purchase order, vendor questionnaire, or other document issued by the Customer shall apply, and any such terms are hereby rejected.

The Customer represents and warrants that it has the legal capacity and authority to enter into these Terms, that it is at least [Minimum Age] years of age, and that, if it is acting on behalf of an entity, it is duly authorized to bind that entity.

The Provider may, from time to time, introduce new features, products, or services, and the use of such additions shall be governed by these Terms unless the Provider notifies the Customer that additional terms apply.

To use the Services, the Customer must create an Account and provide accurate, current, and complete registration information, including its legal name, contact details, and billing information. The Customer shall promptly update such information to keep it accurate, current, and complete at all times.

The Customer may permit Authorized Users to access and use the Services solely within the number of users, seats, or other limits specified in the applicable Subscription Plan and Order Form. Each Authorized User must be assigned unique credentials, and credentials shall not be shared among, or used by, more than one individual.

The Customer is solely responsible for all activities that occur under its Account, including the acts and omissions of its Authorized Users, as though they were the acts and omissions of the Customer. The Customer shall ensure that each Authorized User is bound by obligations no less protective of the Provider than those set out in these Terms.

The Customer shall maintain the confidentiality and security of all Account credentials, and shall implement and maintain reasonable administrative, technical, and organizational measures to prevent unauthorized access to or use of the Account, including, where made available by the Provider, multi-factor authentication.

The Customer shall notify the Provider without undue delay, and in any event within [Number] hours, upon becoming aware of any actual or suspected unauthorized access to or use of the Account, or any other breach of security. The Provider shall not be liable for any loss or damage arising from unauthorized use of the Account, whether or not the Customer has notified the Provider.

The Provider may rely on any instruction, request, or communication received through the Account as having been duly authorized by the Customer. The Provider may, in its discretion, reclaim or deactivate any username, credential, or identifier that is inactive for more than [Number] months or that infringes the rights of any third party.

Accounts are not transferable, and the Customer shall not assign, sell, or otherwise transfer an Account or any rights therein to any third party without the prior written consent of the Provider.

Subject to the Customer's compliance with these Terms and payment of all applicable Fees, the Provider grants the Customer, during the Subscription Term, a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services and the Documentation, solely for the Customer's internal [business/personal] purposes and in accordance with the applicable Subscription Plan.

The Services are made available in the Subscription Plans described on the Provider's website or in the Order Form, each of which has the features, usage limits, storage allowances, and Authorized User limits set out therein. The details of each Subscription Plan as at the Effective Date are [Subscription Plan Details].

The Customer may upgrade its Subscription Plan at any time, with effect from the date the Provider confirms the upgrade, and the Customer shall pay the applicable Fees, prorated for the remainder of the then-current billing period where applicable. A downgrade of a Subscription Plan shall take effect only at the end of the then-current Subscription Term, and no refund or credit shall be given in respect of the remainder of such Subscription Term.

If the Customer exceeds the limits of its Subscription Plan, including the number of Authorized Users or usage volumes, the Provider may, in addition to any other remedy, charge the Customer for the excess usage at the Provider's then-current rates or require the Customer to upgrade its Subscription Plan.

The Provider may modify, enhance, replace, or discontinue any feature or functionality of the Services from time to time, provided that the Provider shall not materially reduce the core functionality of the Services during a paid Subscription Term without giving the Customer at least [Number] days' prior notice.

All rights not expressly granted to the Customer in these Terms are reserved by the Provider. No license or right is granted by implication, estoppel, or otherwise, and no source code of the Platform is licensed or shall be made available to the Customer.

The Customer is not permitted to resell, sublicense, or make the Services available to any third party on a service-bureau, timesharing, or similar basis, except where the Provider has expressly agreed in a written reseller or partner arrangement.

The Customer shall pay all Fees in the amounts, currency, and at the intervals specified in the applicable Order Form or on the Provider's pricing page, being [Fee Amount] per [billing period] unless otherwise stated. All Fees are quoted and payable in [Currency].

The Provider shall invoice the Customer, or charge the Customer's designated payment method, in advance for each billing period. Unless otherwise stated in the Order Form, invoices are due and payable within [Number] days of the invoice date. The Customer authorizes the Provider and its payment processors to charge the Customer's designated payment method for all Fees as they fall due.

All Fees are exclusive of sales, use, value-added, goods and services, withholding, and similar taxes, duties, and levies, all of which shall be borne by the Customer, other than taxes based on the Provider's net income. If the Customer is required by law to withhold any amount, the Customer shall gross up the payment so that the Provider receives the full amount it would have received absent such withholding.

Unless the Customer gives notice of non-renewal in accordance with these Terms, each Subscription Term shall renew automatically for successive renewal periods equal in length to the expiring Subscription Term, or for [Renewal Period] if the expiring Subscription Term is longer than [Number] months. The Provider shall charge the Customer's payment method for each renewal at the Provider's then-current Fees, and the Provider shall notify the Customer of any increase in Fees at least [Number] days before the renewal date.

To prevent renewal, the Customer must give written notice of non-renewal through the Account settings or to [Billing Contact Email] at least [Number] days prior to the end of the then-current Subscription Term. Cancellation shall take effect at the end of the then-current Subscription Term, and the Customer shall remain liable for all Fees for that period.

Overdue amounts shall accrue interest at the lesser of [Interest Rate] percent per month and the maximum rate permitted by applicable law, from the due date until payment in full. The Customer shall also reimburse the Provider for all reasonable costs of collection, including legal fees. The Provider may suspend the Services in accordance with the Suspension of Services section for non-payment.

The Customer shall notify the Provider in writing of any good-faith dispute regarding an invoice within [Number] days of the invoice date, failing which the invoice shall be deemed accepted. The Customer shall pay all undisputed amounts when due. Except as expressly provided in these Terms, all Fees are non-cancellable and non-refundable.

The Provider may change its Fees at any time, with effect from the next renewal of the Subscription Term, upon notice to the Customer. No free trial is offered, and Fees accrue from the start of the Subscription Term.

The Customer shall use the Services only for lawful purposes and in accordance with these Terms, the Documentation, and all applicable laws, regulations, and third-party rights. The Customer is solely responsible for the legality, accuracy, and appropriateness of Customer Data and for its use of the Services.

The Customer shall not, and shall not permit any Authorized User or third party to: copy, modify, translate, or create derivative works of the Services; reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Platform; or remove, obscure, or alter any proprietary notices.

The Customer shall not, and shall not permit any Authorized User or third party to: use the Services to transmit, store, or distribute any material that is unlawful, defamatory, harassing, obscene, fraudulent, or infringing, or that violates the privacy or other rights of any person; or upload any virus, malware, or other harmful code.

The Customer shall not, and shall not permit any Authorized User or third party to: interfere with or disrupt the integrity, security, or performance of the Services or the Platform; attempt to gain unauthorized access to the Services, other accounts, or related systems or networks; probe, scan, or test the vulnerability of the Services; or circumvent any usage limits, security features, or access controls.

The Customer shall not, and shall not permit any Authorized User or third party to: use the Services to build a competing product or service, or to benchmark the Services for the purpose of publication or disclosure to third parties without the Provider's prior written consent; or access the Services by automated means, including bots, scrapers, or spiders, except through interfaces expressly provided by the Provider.

The Customer shall not use the Services in any manner that violates applicable export control, sanctions, or trade laws, or in connection with any high-risk activity where failure of the Services could lead to death, personal injury, or environmental damage. The Customer represents that neither it nor any Authorized User is subject to any sanctions or restrictions that would prohibit it from receiving the Services.

The Provider may monitor use of the Services for compliance with this section and may remove or disable access to any Customer Data or content that the Provider reasonably believes violates these Terms or applicable law. The Provider shall have no obligation to monitor Customer Data, and no liability for failure to do so.

The Customer shall cooperate with any reasonable investigation by the Provider into suspected violations of this section. Any breach of this section constitutes a material breach of these Terms.

As between the parties, the Customer retains all right, title, and interest in and to Customer Data. The Customer grants the Provider and its Affiliates and subcontractors a worldwide, non-exclusive, royalty-free license during the Subscription Term, and thereafter for the period described in these Terms, to host, store, process, reproduce, transmit, and display Customer Data solely as necessary to provide, maintain, secure, and support the Services, and as required by law.

The Customer is solely responsible for Customer Data, including its quality, accuracy, and legality, for obtaining all necessary rights, consents, and notices for its collection and processing, and for ensuring that its use of the Services complies with all applicable data protection and privacy laws. The Customer shall not submit to the Services any categories of data that the Provider has indicated may not be processed, including [Prohibited Data Categories].

To the extent the Provider processes personal data on behalf of the Customer, the Provider shall process such personal data only on the Customer's documented instructions as set out in these Terms, the Documentation, and the Customer's use of the Services, unless otherwise required by law. The Customer, as controller or equivalent, instructs the Provider to process such personal data for the purposes described in this section.

The Provider shall implement and maintain appropriate technical and organizational measures designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access, having regard to the nature of the data and the state of the art. The Customer acknowledges that no method of transmission or storage is completely secure, and that the Provider does not guarantee absolute security.

The Provider shall notify the Customer without undue delay after becoming aware of a confirmed breach of security leading to the unauthorized disclosure of personal data included in Customer Data. Such notification shall not constitute an acknowledgment of fault or liability by the Provider.

The Customer authorizes the Provider to engage sub-processors and to transfer and process Customer Data in any location in which the Provider or its sub-processors operate, including [Processing Locations], provided that the Provider remains responsible for its sub-processors' compliance to the extent required by applicable law. A list of sub-processors is available at [Sub-processor List URL]. Where required by applicable law, the parties shall enter into a separate data processing agreement.

The Provider collects, uses, and discloses personal data relating to the Customer and its Authorized Users in their capacity as users of the Services in accordance with the Provider's privacy policy available at [Privacy Policy URL]. The Provider may collect and use Usage Data for any lawful purpose, including improving, securing, and developing its products and services, provided that Usage Data is aggregated or de-identified.

Upon termination or expiry of the Subscription Term, the Provider shall make Customer Data available for export for a period of [Number] days, after which the Provider may delete Customer Data in accordance with its standard retention practices, and shall have no obligation to retain or recover it. The Customer is responsible for maintaining its own backup copies of Customer Data.

The Provider shall use commercially reasonable efforts to make the Services available at a monthly uptime percentage of [Uptime Percentage], measured over each calendar month, excluding Excluded Downtime. "Excluded Downtime" means any unavailability caused by scheduled maintenance, emergency maintenance, force majeure events, acts or omissions of the Customer or its Authorized Users, failures of Third-Party Services, Customer's equipment or networks, suspension in accordance with these Terms, or any other factor outside the Provider's reasonable control.

The Provider may perform scheduled maintenance, which it shall endeavor to carry out outside normal business hours and, where practicable, with at least [Number] hours' advance notice. The Provider may also perform emergency maintenance at any time without prior notice where reasonably necessary to protect the security, integrity, or performance of the Services.

If the Provider fails to meet the uptime commitment in any calendar month, and the Customer submits a written claim within [Number] days after the end of that month, the Customer shall be entitled to a service credit of [Service Credit Percentage] of the monthly Fees attributable to the affected Services. Service credits shall be applied against future Fees, have no cash value, and constitute the Customer's sole and exclusive remedy, and the Provider's sole and exclusive liability, for any failure to meet availability commitments.

The Provider shall make support available to the Customer through [Support Channels] during the Provider's standard support hours of [Support Hours]. Support is provided in accordance with the Subscription Plan, and the Provider's target response times are [Response Times]. Such targets are objectives only and do not constitute guarantees.

Support does not include training, customization, on-site services, support for Third-Party Services, or resolution of issues caused by the Customer's systems, misuse of the Services, or modifications not made by the Provider. The Provider may charge for such services at its then-current rates, as agreed in writing.

The Provider may, from time to time, release updates, patches, and new versions of the Services, which shall be deployed automatically and are subject to these Terms. The Customer acknowledges that the Services are provided over the internet and that the Provider is not responsible for delays, interruptions, or failures resulting from the internet or telecommunications networks.

The Provider shall perform backups of Customer Data in accordance with its standard procedures for disaster recovery purposes only. The Provider does not warrant that any backup will be available for the Customer's use or that Customer Data will be restored following any loss.

As between the parties, the Provider and its licensors own and retain all right, title, and interest, including all intellectual property rights, in and to the Provider Materials. Nothing in these Terms transfers to the Customer any ownership interest in the Provider Materials, and the Customer shall not take any action inconsistent with the Provider's ownership.

The Customer shall not register or attempt to register any trademark, domain name, or other designation that is identical or confusingly similar to any trademark, service mark, or logo of the Provider. The Customer is not granted any right to use the Provider's names, logos, or trademarks without the Provider's prior written consent.

The Customer may, but is not obligated to, provide suggestions, comments, ideas, enhancement requests, or other feedback regarding the Services ("Feedback"). The Customer hereby grants the Provider a perpetual, irrevocable, worldwide, transferable, sublicensable, fully paid-up, royalty-free license to use, modify, and exploit the Feedback for any purpose without attribution or compensation. Feedback shall not be deemed Customer Data or the Customer's Confidential Information.

The Provider owns all Usage Data and all intellectual property rights therein, and may use Usage Data for any lawful business purpose during and after the Subscription Term, provided that Usage Data does not identify the Customer or any individual.

To the extent the Customer acquires any right, title, or interest in any Provider Materials, including through Feedback, by operation of law or otherwise, the Customer hereby irrevocably assigns such rights to the Provider and agrees to execute all documents reasonably required to perfect such assignment.

The Provider respects the intellectual property rights of others. The Provider may, in appropriate circumstances and at its discretion, disable or terminate the Accounts of Customers who infringe the intellectual property rights of third parties. Any notice of alleged infringement may be sent to [Intellectual Property Notice Contact].

Subject to these Terms, the Customer shall retain ownership of its own trademarks and logos. The Customer grants the Provider the right to use the Customer's name and logo to identify the Customer as a user of the Services in the Provider's customer lists and marketing materials, unless the Customer opts out by written notice to the Provider.

The Services may interoperate with, or provide access to, Third-Party Services, including applications, integrations, payment processors, hosting providers, and content made available by third parties. The Provider does not own, control, or endorse Third-Party Services.

The Customer's use of any Third-Party Services is governed solely by the terms and policies of the applicable third-party provider, and the Customer is solely responsible for reviewing and complying with such terms. The Provider is not a party to any arrangement between the Customer and a third-party provider.

The Provider makes no representation or warranty regarding any Third-Party Services, including as to their availability, accuracy, security, performance, or continued interoperability with the Services, and the Provider shall have no liability for any Third-Party Services or for any loss, damage, or disruption arising from their use.

If the Customer enables a Third-Party Service, the Customer authorizes the Provider to share Customer Data with, and to access Customer Data from, the applicable third-party provider as required for the integration to function. The Provider is not responsible for any use, disclosure, modification, or deletion of Customer Data by a third-party provider.

The Provider may, at any time and without liability, modify, restrict, suspend, or discontinue its support of any integration or Third-Party Service, including where the third-party provider changes its terms or application programming interfaces, or ceases to make its service available on acceptable terms.

Any fees charged by a third-party provider are separate from the Fees and are the sole responsibility of the Customer. The Provider is not liable for any taxes, charges, or fees arising from the Customer's use of Third-Party Services.

The Provider may use third-party hosting, infrastructure, analytics, and service providers in the delivery of the Services. The use of such providers does not constitute Third-Party Services for the purposes of this section, and the Provider shall remain responsible for them to the extent set out in these Terms.

Each party (the "Receiving Party") shall hold in confidence all Confidential Information of the other party (the "Disclosing Party"), shall use it solely for the purposes of exercising its rights and performing its obligations under these Terms, and shall not disclose it to any third party except as permitted by these Terms. The Receiving Party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature, and in no event less than reasonable care.

The Receiving Party may disclose Confidential Information to its employees, Affiliates, contractors, professional advisors, insurers, and, in the case of the Provider, sub-processors, who have a need to know it for the purposes of these Terms and who are bound by confidentiality obligations no less protective than those set out in this section.

Confidential Information does not include information that the Receiving Party can demonstrate: is or becomes publicly available through no breach of these Terms by the Receiving Party; was lawfully known to the Receiving Party prior to disclosure; is lawfully received from a third party without restriction; or is independently developed without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to the extent required by law, regulation, court order, or other governmental authority, provided that, where legally permitted, it gives the Disclosing Party prompt prior notice and reasonable cooperation, at the Disclosing Party's expense, so that the Disclosing Party may seek a protective order or other remedy.

The Customer acknowledges that the terms of its subscription, including Fees where not publicly available, any non-public pricing, the Documentation, and the performance of the Services, including any benchmarking or security testing results, constitute Confidential Information of the Provider.

Upon termination or expiry of these Terms, or upon written request, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information, subject to the Provider's data export and deletion practices described in these Terms and to any legal retention obligations. The Receiving Party may retain copies stored in routine back-ups, which shall remain subject to this section.

The obligations in this section shall continue during the Subscription Term and for a period of [Number] years thereafter, and with respect to trade secrets and Customer Data, for so long as such information remains a trade secret or is retained by the Provider. Each party acknowledges that breach of this section may cause irreparable harm for which damages would be an inadequate remedy, and that the Disclosing Party shall be entitled to seek injunctive relief without the need to post a bond.

Each party represents and warrants that it has the legal power and authority to enter into and perform these Terms. The Customer further represents and warrants that it has the right to submit Customer Data to the Services and that Customer Data and its use as contemplated by these Terms will not violate any applicable law or any rights of any third party.

The Provider warrants that it shall provide the Services in a manner consistent with generally accepted industry standards and in all material respects in accordance with the Documentation. The Customer's sole and exclusive remedy, and the Provider's sole and exclusive liability, for any breach of this warranty shall be for the Provider to use commercially reasonable efforts to correct the non-conformity or, if it is unable to do so within [Number] days after notice, for either party to terminate the affected Services and for the Provider to refund prepaid Fees for the period following termination.

The foregoing warranty shall not apply to the extent that a non-conformity results from use of the Services contrary to the Documentation or these Terms, modifications not made by the Provider, Third-Party Services, Customer Data, the Customer's systems, or force majeure events.

EXCEPT AS EXPRESSLY SET OUT IN THIS SECTION, THE SERVICES, THE PLATFORM, THE DOCUMENTATION, AND ALL OTHER PROVIDER MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROVIDER AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

THE PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES WILL MEET THE CUSTOMER'S REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULT. THE CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY SET OUT IN THESE TERMS.

The Services are not intended to provide legal, financial, medical, tax, or other professional advice, and the Customer is solely responsible for any decisions made or actions taken based on its use of the Services or any output generated by them.

Where the Customer is an individual, nothing in these Terms excludes or limits any warranty or right that cannot lawfully be excluded or limited under applicable mandatory law, and the above disclaimers shall apply only to the fullest extent permitted by such law.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE PROVIDER, ITS AFFILIATES, OR ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, OR DATA, OR FOR THE COST OF PROCURING SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE PROVIDER AND ITS AFFILIATES, AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF (I) THE TOTAL FEES ACTUALLY PAID BY THE CUSTOMER TO THE PROVIDER FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE [NUMBER] MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY AND (II) [LIABILITY CAP AMOUNT].

The limitations and exclusions in this section apply to all claims regardless of the number of claims, and the existence of more than one claim shall not enlarge the limit. Amounts paid as service credits shall count towards, and reduce, the limit of liability.

The Provider shall have no liability for any loss or damage arising from: unauthorized access to the Account resulting from the Customer's failure to safeguard credentials; Customer Data; the Customer's use of the Services in breach of these Terms; Third-Party Services; force majeure events; or the Customer's failure to maintain backups of Customer Data.

Any claim arising out of or relating to these Terms or the Services must be brought by the Customer within [Number] year(s) after the cause of action first arose, failing which such claim shall be permanently barred.

The Customer acknowledges that the Fees reflect the allocation of risk set out in this section, that the Provider would not provide the Services without these limitations, and that these limitations shall apply even if any limited remedy fails of its essential purpose.

Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for fraud or fraudulent misrepresentation, or for death or personal injury caused by negligence, to the extent such exclusion or limitation is prohibited by law. The Customer's payment obligations are not subject to the limitations in this section.

The Customer shall defend, indemnify, and hold harmless the Provider, its Affiliates, and its and their directors, officers, employees, agents, licensors, and suppliers (the "Provider Indemnitees") from and against any and all claims, demands, suits, proceedings, losses, liabilities, damages, fines, penalties, costs, and expenses, including reasonable legal fees, arising out of or relating to: Customer Data; the Customer's or any Authorized User's use of the Services in breach of these Terms or applicable law; or any claim that Customer Data or the Customer's use of the Services infringes, misappropriates, or violates the rights of a third party.

The Customer's indemnification obligations extend to any claim arising from the Customer's breach of the Acceptable Use Policy and Restrictions section, any breach of the Customer's representations and warranties, any dispute between the Customer and its own customers, users, or other third parties, and any claim by an Authorized User relating to the Services.

The Provider shall defend the Customer against any third-party claim alleging that the Customer's use of the Services in accordance with these Terms infringes such third party's intellectual property rights, and shall pay the damages and costs finally awarded against the Customer or agreed in settlement by the Provider in respect of such claim, provided that the Customer complies with the procedures in this section.

The Provider shall have no obligation under the preceding clause to the extent that a claim arises from Customer Data, Third-Party Services, modifications not made by the Provider, combination of the Services with items not supplied by the Provider, use of the Services in breach of these Terms, or use of an outdated version of the Services after the Provider has made a non-infringing version available.

If the Services become, or in the Provider's opinion are likely to become, the subject of an infringement claim, the Provider may, at its option and expense, procure the right for the Customer to continue using the Services, modify or replace the Services so that they become non-infringing, or terminate the affected Services and refund prepaid Fees for the period following termination. This clause and the preceding clause state the Provider's entire liability and the Customer's exclusive remedy for any infringement claim.

The indemnified party shall give the indemnifying party prompt written notice of any claim, grant the indemnifying party sole control of the defense and settlement of the claim, and provide reasonable cooperation at the indemnifying party's expense. The indemnifying party shall not settle any claim in a manner that imposes any admission of liability or non-monetary obligation on the indemnified party without that party's prior written consent, not to be unreasonably withheld. Failure to give prompt notice relieves the indemnifying party of its obligations only to the extent it is prejudiced.

The Provider may suspend or restrict the Customer's access to all or part of the Services, including any Account or Authorized User, immediately and with or without notice, if: any Fees are overdue by more than [Number] days; the Provider reasonably believes that the Customer or any Authorized User has breached or is likely to breach these Terms, including the Acceptable Use Policy and Restrictions section; or the Customer's use of the Services poses a security risk or may harm the Provider, other customers, or any third party.

The Provider may also suspend the Services where required by law, court order, or governmental authority, where necessary to prevent or investigate fraud or illegal activity, where the Customer becomes insolvent or subject to any insolvency proceeding, or where the Provider is subject to a denial of service attack or other threat to the integrity of the Platform.

Where practicable and lawful, the Provider shall endeavor to give the Customer notice of a suspension and, where the cause of suspension is capable of remedy, the opportunity to remedy it within a period determined by the Provider, acting reasonably. The Provider's failure to give such notice shall not affect the validity of the suspension.

Suspension shall not relieve the Customer of its obligation to pay Fees, which shall continue to accrue during any suspension arising from the Customer's act or omission. The Provider shall not be liable for any loss, damage, or inconvenience suffered by the Customer arising from a suspension carried out in accordance with these Terms.

The Provider shall use reasonable efforts to restore access to the Services promptly after the cause of the suspension has been resolved to the Provider's satisfaction. The Provider may charge a reasonable reinstatement fee of [Reinstatement Fee] where suspension was due to non-payment.

If the cause of suspension is not remedied within [Number] days of the start of the suspension, the Provider may terminate the Customer's access to the Services in accordance with the Term, Termination and Effect of Termination section. The Provider's rights under this section are in addition to its other rights and remedies.

These Terms commence on the Effective Date or, if earlier, the date the Customer first accesses the Services, and shall continue for the initial Subscription Term specified in the applicable Order Form, unless terminated earlier in accordance with these Terms, and thereafter shall renew in accordance with the Fees, Billing, Payment Terms and Automatic Renewal section.

Either party may terminate these Terms by written notice if the other party commits a material breach and, where the breach is capable of remedy, fails to remedy it within [Number] days after receiving written notice specifying the breach. The Provider may terminate these Terms immediately upon written notice if the Customer breaches the Acceptable Use Policy and Restrictions section, the Confidentiality section, or the Intellectual Property Rights and Feedback section.

Either party may terminate these Terms immediately by written notice if the other party becomes insolvent, makes a general assignment for the benefit of creditors, has a receiver or administrator appointed, or becomes the subject of any bankruptcy or insolvency proceeding that is not dismissed within [Number] days.

The Provider may terminate these Terms or discontinue the Services, in whole or in part, for convenience upon not less than [Number] days' written notice to the Customer. In that event, the Provider shall refund any prepaid Fees attributable to the period after the effective date of termination. The Customer may terminate for convenience only by giving notice of non-renewal in accordance with these Terms.

Upon termination or expiry of these Terms for any reason: all rights granted to the Customer shall immediately cease; the Customer shall cease all use of the Services and the Provider Materials; and all outstanding Fees and Fees for the remainder of the then-current Subscription Term, where termination is by the Provider for the Customer's breach, shall become immediately due and payable.

Except where the Customer terminates for the Provider's uncured material breach, or where the Provider terminates for convenience, all Fees paid are non-refundable. Termination shall not affect any rights, remedies, obligations, or liabilities of the parties accrued up to the date of termination.

Customer Data shall be made available for export and shall thereafter be deleted in accordance with the Customer Data, Data Protection and Privacy section. The Provider shall have no liability for any deletion of Customer Data after termination in accordance with these Terms.

The following sections shall survive termination or expiry: Definitions and Interpretation, Fees, Billing, Payment Terms and Automatic Renewal (as to accrued amounts), Intellectual Property Rights and Feedback, Confidentiality, Representations, Warranties and Disclaimers, Limitation of Liability, Indemnification, Governing Law and Dispute Resolution, Miscellaneous Provisions, and any other provision which by its nature is intended to survive.

These Terms, and any dispute, claim, or controversy arising out of or relating to them, their subject matter, or their formation, including non-contractual disputes, shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], without regard to its conflict-of-laws rules.

The parties shall first attempt in good faith to resolve any dispute through informal negotiations. The disputing party shall give written notice of the dispute to the other party, and the parties shall endeavor to resolve it within [Number] days after such notice before commencing any formal proceedings.

Any dispute not resolved by negotiation shall be finally resolved by binding arbitration administered by [Arbitration Institution] in accordance with its rules in force at the time of the commencement of the arbitration. The tribunal shall consist of [Number] arbitrator(s), the seat of arbitration shall be [Seat of Arbitration], and the language of the arbitration shall be English. The award shall be final and binding, and judgment on it may be entered in any court of competent jurisdiction.

To the maximum extent permitted by applicable law, the parties agree that any dispute shall be resolved only on an individual basis, and not as a plaintiff or class member in any purported class, consolidated, collective, or representative proceeding, and the arbitrator shall have no authority to consolidate claims or preside over any such proceeding.

Notwithstanding the foregoing, the Provider may seek injunctive or other equitable relief in any court of competent jurisdiction to protect or enforce its intellectual property rights or Confidential Information, or to recover unpaid Fees. For any matter not subject to arbitration, the courts of [Courts Jurisdiction] shall have exclusive jurisdiction, and each party irrevocably submits to the jurisdiction of such courts and waives any objection to venue or inconvenient forum.

Each party shall bear its own costs of any dispute, except that the arbitral tribunal or court may award reasonable legal fees and costs to the Provider where it prevails. To the extent permitted by applicable law, the parties waive any right to a trial by jury.

Where the Customer is an individual and mandatory consumer protection laws of the Customer's place of residence confer rights that cannot be waived by contract, nothing in this section shall deprive the Customer of such rights.

Neither party shall be liable for any failure or delay in performing its obligations under these Terms, other than payment obligations, to the extent caused by events beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, epidemic, governmental action, labor disputes, utility or telecommunications failures, internet outages, cyberattacks, or failures of third-party hosting or infrastructure providers.

Any notice to the Provider shall be in writing and sent to [Provider Notice Address] with a copy to [Provider Contact Email]. The Provider may give notice to the Customer by email to the address associated with the Account, by posting within the Platform, or by post to the Customer's last known address. Notices shall be deemed received [Number] hours after sending by email, or upon posting, or [Number] days after dispatch by post.

The Customer may not assign, transfer, or delegate any of its rights or obligations under these Terms, whether by operation of law, change of control, or otherwise, without the prior written consent of the Provider, and any attempted assignment in violation of this clause shall be void. The Provider may freely assign or transfer these Terms, in whole or in part, including to an Affiliate or in connection with a merger, acquisition, reorganization, or sale of assets, upon notice to the Customer.

If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible and modified to the minimum extent necessary to render it enforceable, and the remaining provisions shall continue in full force and effect.

No failure or delay by the Provider in exercising any right or remedy shall operate as a waiver of it, and no single or partial exercise of any right or remedy shall preclude any further exercise of it. Any waiver must be in writing and signed by the waiving party to be effective.

The parties are independent contractors, and nothing in these Terms creates any partnership, joint venture, agency, fiduciary, or employment relationship. There are no third-party beneficiaries of these Terms, except for the Provider Indemnitees as provided herein.

The Provider may engage subcontractors to perform any of its obligations, provided that the Provider remains responsible for their performance as set out in these Terms. The Customer shall provide such cooperation, information, and access as the Provider reasonably requires to perform the Services.

These Terms are drafted in the English language, which shall prevail over any translation. The parties have expressly requested that these Terms be drafted in English. Electronic acceptance, records, and signatures shall be valid and binding to the same extent as signed paper originals.