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Terms of Service

Terms and Conditions

THESE TERMS AND CONDITIONS (THE “TERMS”) FORM A LEGAL AGREEMENT BETWEEN THE INDIVIDUAL OR ENTITY IDENTIFIED IN ANY ORDER FORM (“CUSTOMER”) AND TRADESCREEN INC. (“PROVIDER”). BY (A) CLICKING TO ACCEPT THESE TERMS, (B) EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, OR (C) ACCESSING OR USING THE SERVICES, CUSTOMER AGREES TO BE BOUND BY THESE TERMS. IF CUSTOMER DOES NOT ACCEPT THESE TERMS, CUSTOMER MAY NOT ACCESS OR USE THE SERVICES. IF AN INDIVIDUAL ACCEPTS THESE TERMS ON BEHALF OF AN ORGANIZATION, SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT THEY HAVE AUTHORITY TO BIND THAT ORGANIZATION.

In consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

  1. DEFINITIONS.
    1. The following terms have the meanings set out below:
      1. “Aggregated Data” means data or information generated or derived from Customer’s use of the Services in de-identified or anonymized form that does not identify Customer, any Authorized User, or any individual.
      2. “Authorized Users” means individuals who Customer authorizes to access and use the Services on Customer’s behalf.
      3. “Confidential Information” has the meaning given in Section 9.
      4. “Customer Data” means data, content, or information submitted by or on behalf of Customer into the Services. Customer Data does not include Aggregated Data or any data generated by Provider through the operation of the Services.
      5. “Customer Marks” means Customer’s name and logo as provided by Customer for use as permitted under these Terms.
      6. “Customer Personal Information” means any Personal Information within Customer Data that is processed by Provider on Customer’s behalf.
      7. “Data Processing Addendum” or “DPA” means a separate written agreement governing Provider’s processing of Customer Personal Information where required under applicable privacy laws.
      8. “Fees” means the fees payable for the Services as set out in an Order Form.
      9. “Force Majeure Event” has the meaning set out in Section 11.5.
      10. “Order Form” means an ordering document, online checkout, or similar record specifying the Services purchased by Customer, including pricing, term, and any applicable usage limits.
      11. “Personal Information” means information about an identified or identifiable individual, including information defined as “personal information,” “personal data,” or similar terms under applicable laws.
      12. “Sensitive Personal Information” (or “Sensitive Data”) means any category of Personal Information that is subject to heightened or special protection under applicable privacy laws, including, as applicable, health or medical information, biometric identifiers, financial account or payment card numbers, precise geolocation, information about children or minors, racial or ethnic origin, religious or philosophical beliefs, sexual orientation, genetic data, and any other category of Personal Information defined as “sensitive” under applicable privacy laws.
      13. “Services” means the cloud-based software-as-a-service offerings provided by Provider, as described in the applicable Order Form, including any related documentation, websites, and support services.
      14. “Terms” means these Terms of Service, together with all applicable Order Forms and referenced documents.
    2. Incorporation of Order Forms and Additional Documents. Order Forms and any additional documents referenced in an Order Form will form part of these Terms. In the event of a conflict, the following order of precedence applies: (1) the applicable Order Form; (2) the Data Processing Addendum (if applicable); (3) these Terms; and (4) any additional documents referenced in an Order Form.
  2. PROVISION OF SERVICES.
    1. Provision of Access. Provider will make the Services available to Customer as described in one or more Order Forms. Each Order Form will specify the applicable services, features, and duration (including any subscription term, project term, or usage period).
    2. Right of Use. Subject to Customer’s compliance with these Terms and payment of all applicable Fees, Provider grants Customer a limited, non-exclusive, non-transferable right for Authorized Users to access and use the Services and related documentation solely for Customer’s internal business purposes, in accordance with the usage limits, features, and scope described in the applicable Order Form. Customer may not sublicense, resell, distribute, or commercially exploit the Services, except as expressly permitted in an Order Form.
    3. Support Services. Provider will provide standard technical support and maintenance for the Services in accordance with its then-current Support Policy. Support includes access to Provider’s help desk, knowledge base, and reasonable assistance in troubleshooting service issues. Unless expressly stated in an Order Form or separate service-level agreement, Provider does not guarantee any specific response times, resolutions, or service levels. Support does not include custom development, configuration, integration work, or training unless purchased separately.
    4. Updates and Enhancements. Provider may update or modify the Services from time to time, including patches, improvements, and changes to features or interfaces. Provider will not materially reduce core functionality during a service term without reasonable notice. Nothing in this Section obligates Provider to make any particular feature or functionality available unless expressly stated in an Order Form. Any custom enhancements or development requested by Customer may be subject to additional fees.
    5. Temporary Limitations or Disruptions. The Services may experience scheduled or unscheduled downtime. Provider will use commercially reasonable efforts to minimize disruptions and provide advance notice where practicable. Unless expressly stated in an Order Form or separate service-level agreement, Provider does not guarantee uninterrupted service or any specific availability level.
    6. Beta or Trial Services. Provider may offer features on a beta or trial basis. Beta Features are provided “as is” without warranties or service commitments and may be modified or discontinued at any time.
    7. Subcontractors and Affiliates. Provider may use affiliates and subcontractors to deliver the Services and remains responsible for their performance.
    8. Professional Services. Any implementation, configuration, integration, training, data migration, or other professional services are not included in the Services unless expressly stated in an Order Form or statement of work. Any such services will be provided for the fees and on the terms set out in the applicable Order Form or statement of work.
    9. Compliance with Laws. Provider will comply with laws applicable to its role as a SaaS provider. Provider shall not be required to take any action under these Terms that would cause it to violate any applicable law or regulation.
  3. CUSTOMER OBLIGATIONS.
    1. Customer Systems and Cooperation. Customer is responsible for maintaining all systems, equipment, software, and network connections required to access and use the Services. Customer will provide Provider with any cooperation, information, and access reasonably required for Provider to deliver the Services. Customer acknowledges that Provider’s ability to perform the Services depends on Customer’s timely cooperation. Any delay or failure by Customer to provide required cooperation, information, or access may impact the Services, will extend Provider’s performance timelines accordingly, and will not constitute a breach by Provider. Customer will promptly notify Provider of any issues affecting its ability to access or use the Services. Provider is not responsible for delays, failures, or non-performance caused by Customer’s acts, omissions, or failure to meet its obligations under these Terms.
    2. Use Restrictions. Customer and its Authorized Users must use the Services only as permitted in these Terms and the applicable Order Form. Customer must not, and must ensure Authorized Users do not:
      1. copy, modify, translate, or create derivative works of the Services or documentation;
      2. sublicense, resell, rent, lease, loan, or otherwise make the Services available to third parties except as expressly permitted;
      3. reverse engineer, decompile, disassemble, or attempt to access the source code of the Services;
      4. bypass, disable, or interfere with security or access controls;
      5. upload or transmit malicious code, harmful materials, or unlawful content;
      6. use the Services in a manner that violates third-party rights or applicable laws;
      7. send spam or unsolicited communications;
      8. process or store unlawful, harmful, or infringing content;
      9. upload, transmit, or store any Sensitive Personal Information in the Services unless expressly permitted in an Order Form or otherwise agreed in writing by Provider; or
      10. interfere with or disrupt the performance or integrity of the Services.
    3. Account Security and Unauthorised Use. Customer is responsible for maintaining the confidentiality and security of all account credentials, passwords, access tokens, API keys, and other access methods issued to Customer or its Authorized Users. Customer must ensure that each Authorized User uses unique credentials and does not share or reuse credentials. Customer is responsible for all activity under its accounts, whether authorized or unauthorized, except to the extent caused by Provider’s breach of these Terms. Customer must promptly notify Provider of any actual or suspected unauthorized access to or use of the Services, Customer accounts, or Customer Data, and must take reasonable steps to stop and mitigate such activity, including disabling or re-securing compromised accounts or credentials. Customer is responsible for ensuring that its Authorized Users comply with these Terms and for all actions taken through Customer’s accounts.
    4. Suspension and Cooperation. Provider may suspend access if an account is compromised, misused, or poses a risk. Access will be restored once the issue is resolved. Customer will cooperate in any investigation.
    5. Security Testing and Audits. Customer must not conduct, or permit any third party to conduct, penetration testing, vulnerability scanning, or similar security testing of the Services without Provider’s prior written consent. Provider may approve such testing subject to reasonable conditions to protect the security and stability of the Services.
    6. Compliance with Laws and Policies. Customer must use the Services in compliance with all applicable laws, regulations, and government requirements, including those relating to privacy, data protection, anti-spam, and export control. Customer is responsible for ensuring that its collection and use of Customer Data complies with applicable laws and any applicable internal policies. Customer must not export, re-export, or transfer the Services or any related technical data in violation of applicable export laws.
  4. RIGHTS AND INTELLECTUAL PROPERTY.
    1. Customer Marks and Content. Customer grants Provider a limited, non-exclusive, royalty-free license to use Customer’s Marks solely to identify Customer as a user of the Services in Provider’s customer lists, websites, and marketing materials. Any other use of Customer Marks, including case studies or testimonials, requires Customer’s prior written approval. Provider will use Customer Marks in accordance with Customer’s reasonable brand guidelines. All rights in the Customer Marks remain with Customer.
    2. Artificial Intelligence and Machine Learning. Provider may use artificial intelligence, machine learning, automation, and similar technologies (“AI Technologies”) in connection with the operation, support, and improvement of the Services, including to analyze usage patterns, optimize performance, develop new features or models, and enhance Provider’s products and offerings.
    3. Feedback. If Customer or any Authorized User provides feedback, suggestions, or ideas relating to the Services (“Feedback”), Provider may use, disclose, reproduce, modify, and otherwise exploit such Feedback without restriction or obligation to Customer. Feedback is not considered Customer’s Confidential Information.
    4. Reservation of Rights. Provider retains all rights in and to the Services and related technology. All rights not expressly granted to Customer under these Terms are reserved by Provider.
  5. DATA AND SECURITY
    1. Ownership of Customer Data. Nothing in these Terms transfers ownership of Customer Data to Provider. Customer is responsible for the accuracy, quality, and legality of Customer Data and for obtaining all rights and consents necessary for Customer Data to be used in connection with the Services.
    2. Processing of Customer Data. Provider will process Customer Data only to provide, maintain, and support the Services and to perform its obligations under these Terms, and in accordance with Customer’s documented instructions.
    3. Customer Representations and Consents. Customer represents and warrants that it has obtained all notices, consents, and permissions required under applicable laws for Provider to receive, use, store, and process Customer Data as described in these Terms. Customer is solely responsible for the legality, accuracy, and means by which it collects, uses, or discloses Customer Data, including Customer Personal Information. Customer must not provide Customer Data that is unlawful, infringes third-party rights, or that Customer is not legally permitted to provide to Provider.
    4. License to Use Customer Data. Customer grants Provider a limited, non-exclusive, worldwide, royalty-free license to host, copy, use, process, transmit, display, and store Customer Data solely to provide, maintain, support, and improve the Services and to perform Provider’s obligations under these Terms. This license includes the right to share Customer Data with Provider’s affiliates and subcontractors solely as required to provide the Services, subject to confidentiality and security obligations.
    5. Aggregated and Statistical Data. Provider may generate, use, and disclose aggregated, anonymized, or de-identified data derived from Customer’s use of the Services (“Aggregated Data”) for analytics, benchmarking, research, and to improve and develop the Services. Aggregated Data will not identify Customer, any Authorized User, or any individual. All right, title, and interest in Aggregated Data belongs to Provider.
    6. Data Retention and Deletion. Provider is not obligated to store, retain, or return Customer Data beyond the period required by applicable law or Provider’s standard retention policies. Customer may request an export of Customer Data for a period of thirty (30) days following termination. Data export requests must be submitted in writing and may be subject to reasonable fees for Provider’s time, resources, and technical costs. After this period, Provider may delete or anonymize Customer Data in accordance with its retention practices, unless otherwise required by law.
    7. Information Security Program. Provider will maintain an information security program with administrative, technical, and physical safeguards appropriate to the nature of the Services and the Customer Data processed within them.
    8. Notice of Security Incident. Provider will notify Customer without undue delay of confirmed unauthorized access to Customer Personal Information within the Services, and in any event within seventy-two (72) hours of confirmation. The notification will include reasonably available information about the nature of the incident, the data affected, and remediation steps taken or planned.
    9. AI-Generated Outputs; Attorney Verification. Customer acknowledges that the Services use artificial intelligence, including large language models and other machine-learning techniques, to generate drafts, summaries, analyses, and other outputs intended to assist licensed attorneys (“AI Outputs”). AI Outputs are probabilistic in nature; they may contain errors, omissions, fabricated citations, outdated information, or other inaccuracies, and may not reflect current law or the specific facts of any matter. AI Outputs do not constitute legal advice and are not a substitute for the independent professional judgment of a licensed attorney. The Services are tools for use by licensed attorneys and are not intended for, and do not constitute, the practice of law. Customer is solely responsible for, and must ensure that a qualified attorney independently reviews, verifies, and exercises professional judgment over, any AI Output before such output is relied upon, communicated to a client or third party, filed, executed, or otherwise acted upon. Provider makes no representation or warranty that AI Outputs are accurate, complete, current, fit for any particular matter, or suitable for reliance without independent attorney review. Customer’s use of AI Outputs is at Customer’s and its Authorized Users’ own risk and professional responsibility.
  6. THIRD PARTY SERVICES AND INTEGRATIONS
    1. Third Party Services. The Services may enable access to or integration with third-party products, applications, websites, or services (“Third-Party Services”). Provider does not control, endorse, or assume responsibility for Third-Party Services or how they handle Customer Data. Customer’s use of Third-Party Services is governed solely by the terms and policies of the applicable third-party provider.
    2. Customer Responsibility and Provider Rights. Customer is solely responsible for any Customer Data it shares with Third-Party Services and for any integrations it develops or configures. Provider is not liable for any disclosure, loss, or modification of Customer Data resulting from Customer’s use of Third-Party Services or customer-managed integrations. Provider may suspend or disable an integration if it poses a security, legal, or operational risk, violates these Terms, or is no longer supported. Additional fees for integrations may apply as set out in the Order Form.
  7. FEES AND PAYMENT.
    1. Fees. Customer will pay the fees set out in the applicable Order Form (“Fees”). All Fees are payable in the currency specified in the Order Form and are non-refundable unless otherwise stated in these Terms. If no currency is specified, Fees are payable in U.S. dollars.
    2. Invoicing and Payment Terms. Provider will invoice Customer as stated in the applicable Order Form. Unless otherwise specified, invoices are due thirty (30) days from the invoice date. Late payments may incur interest at the rate specified in the Order Form or, if none is stated, 1.5% per month (18% per annum) or the maximum amount permitted by law. Customer must pay all Fees without set-off, except as required by law.
    3. Taxes. Fees exclude all taxes, duties, and similar charges. Customer is responsible for all such amounts imposed on the Services, except for taxes based on Provider’s income. If Customer claims a tax exemption, it must provide valid exemption documentation. If Customer is required to withhold taxes, Customer must gross-up payments so that Provider receives the full amount that would have been paid absent such withholding.
    4. Fee Adjustments. Provider may adjust Fees at the start of each renewal term by providing at least thirty (30) days’ prior notice, unless otherwise stated in the Order Form.
    5. Late Payments. In addition to late payment interest, if Provider retains a collection agency or attorney to collect any overdue amounts, Customer will pay all costs of collection, including without limitation reasonable attorneys' fees, collection agency fees, court costs, and other expenses incurred by Provider in collecting the overdue amounts. These collection costs are in addition to, and not in lieu of, any other remedies available to Provider under these Terms or applicable law.
  8. TERM AND TERMINATION.
    1. Term.
      1. Term of the Terms. These Terms will remain in effect until all Subscription Terms under all Order Forms have expired or been terminated, unless earlier terminated in accordance with this Section 8.
      2. Subscription Terms. Each Order Form will specify its own subscription term or service term (“Subscription Term”). Each Subscription Term begins on the start date set out in the applicable Order Form and continues for the duration specified in that Order Form. For clarity, neither party has the right to terminate for convenience during any Subscription Term.
      3. Renewal. Unless otherwise stated in an Order Form, each Subscription Term will automatically renew for successive periods equal to the then-current Subscription Term unless either party gives at least thirty (30) days’ prior written notice of non-renewal.
    2. Termination. Either party may terminate these Terms or an applicable Order Form with written notice if the other party: (a) materially breaches these Terms and fails to cure within thirty (30) days after written notice, or (b) becomes insolvent, ceases business operations, or becomes subject to bankruptcy or similar proceedings.
    3. Suspension of Services. Provider may suspend or restrict access to the Services if: (a) Customer fails to pay undisputed Fees when due and does not cure within ten (10) days of notice; (b) Customer’s or an Authorized User’s use of the Services poses a security, legal, or operational risk; or (c) suspension is required to comply with applicable law. Provider will restore access once the issue is resolved.
    4. Effect of Termination. Upon termination or expiration of this Terms or any Order form:
      1. all rights and licenses granted to Customer under the terminated Order Form(s) end immediately;
      2. Customer must stop using the Services;
      3. Customer must pay all Fees accrued up to the effective date of termination;
      4. If Customer terminates these Terms or any Order Form for any reason other than Provider’s uncured material breach or insolvency, all Fees for the remainder of the applicable Subscription Term will become immediately due and payable;
      5. any Fees that have been invoiced but remain unpaid will become immediately due;
      6. Provider may delete or anonymize Customer Data in accordance with these Terms;
      7. termination does not affect any rights, remedies, or obligations that accrued before the effective date of termination; and
      8. Provider has no obligation to refund any prepaid fees, except as expressly stated in these Terms or an applicable Order Form.

    1. Survival. Sections 4 (Rights and Intellectual Property), 5 (Data and Security), 7 (Fees and Payment), 8.4 (Effect of Termination), 8.5 (Survival), 9 (Confidentiality), 10 (Risk Management), and 11 (Miscellaneous), together with any other provisions that by their nature are intended to survive, will survive termination or expiration of these Terms.
  1. CONFIDENTIALITY.
    1. Definition of Confidential Information. “Confidential Information” means non-public information disclosed by one party to the other that is identified as confidential or should reasonably be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information does not include Customer Data, or information that is publicly available without breach, already known to the receiving party, received from a third party without restriction, or independently developed without use of the other party’s Confidential Information.
    2. Obligations. The receiving party must: (a) use Confidential Information only to perform its obligations or exercise its rights under these Terms; (b) protect Confidential Information using at least the same degree of care it uses to protect its own similar information, but no less than reasonable care; and (c) not disclose Confidential Information except to its personnel, affiliates, subcontractors, or advisers who need to know it and are bound by confidentiality obligations no less protective than those in these Terms.
    3. Required Disclosure. If the receiving party is required by law or legal process to disclose Confidential Information, it may do so but must provide prompt notice to the disclosing party (where legally permitted) and limit disclosure to what is legally required.
    4. Return or Destruction. Upon written request, the receiving party will return or delete the disclosing party’s Confidential Information, except that the receiving party may retain copies as required by law or in routine backups, provided such information remains subject to this Section.
    5. Survival of Confidentiality Obligations. Confidentiality obligations survive termination of these Terms for three (3) years, except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law.
  2. RISK MANAGEMENT
    1. Mutual Representations. Each party represents and warrants that it has the legal authority to enter into these Terms and to perform its obligations under them.
    2. Limited Warranty; Disclaimer. PROVIDER WARRANTS THAT IT WILL PROVIDE THE SERVICES IN A PROFESSIONAL AND WORKMANLIKE MANNER CONSISTENT WITH GENERALLY ACCEPTED INDUSTRY STANDARDS. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND PROVIDER’S SOLE LIABILITY, FOR BREACH OF THIS WARRANTY IS, AT PROVIDER’S OPTION, RE-PERFORMANCE OF THE NONCONFORMING SERVICES OR REFUND OF FEES PAID FOR THE NONCONFORMING SERVICES FOR THE PERIOD OF NONCONFORMITY. EXCEPT FOR THIS LIMITED WARRANTY, THE SERVICES AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.
    3. Indemnification by Provider. Provider will defend and indemnify Customer against any third-party claim alleging that Customer’s authorized use of the Services infringes a third party’s intellectual property rights, and will pay any damages or costs finally awarded, provided that Customer promptly notifies Provider of the claim and cooperates in the defense.
      Provider may resolve such claims by (a) modifying the Services, (b) obtaining a right for Customer to continue using them, or (c) terminating the affected Services and refunding any prepaid Fees for the unused portion of the applicable term. This Section does not apply to claims arising from: (i) Customer Data; (ii) use of the Services in combination with products not provided by Provider; (iii) unauthorized use; or (iv) modifications not made by Provider. THIS SECTION SETS FORTH PROVIDER’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR ANY THIRD-PARTY CLAIM ALLEGING INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS RELATING TO THE SERVICES.
    4. Indemnification by Customer. Customer will defend and indemnify Provider, its affiliates, and their personnel from and against any third-party claim, and all related losses (including reasonable attorneys’ fees), arising from: (a) Customer Data (including any allegation that Customer Data is unlawful, inaccurate, infringes third-party rights, or was collected without required notices or consents); (b) Customer’s or any Authorized User’s use of the Services in violation of these Terms or applicable law; (c) any integrations, configurations, scripts, or systems not provided by Provider; or (d) Customer’s modification or combination of the Services with non-Provider products. Provider will promptly notify Customer of any such claim and will reasonably cooperate in the defense.
    5. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW:
      1. NO INDIRECT DAMAGES. NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
      2. AGGREGATE CAP. EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID AND PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR SERVICES PROVIDED AT NO CHARGE, PROVIDER’S TOTAL LIABILITY WILL NOT EXCEED ONE HUNDRED (100) DOLLARS OR THE AMOUNT REQUIRED BY APPLICABLE LAW TO RENDER THIS LIMITATION VALID AND ENFORCEABLE IN THE JURISDICTION WHERE THE CLAIM IS BROUGHT.
      3. Exceptions. These limitations do not apply to: (i) indemnification obligations; (ii) Customer’s payment obligations; (iii) breaches of Section 9 (Confidentiality) or intellectual property rights; (iv) fraud or willful misconduct; or (v) liability that cannot be limited by law.
      4. Basis of Bargain. The parties acknowledge that the limitations and exclusions in this Section are an essential basis of their agreement and apply even if any limited remedy fails of its essential purpose.
    6. Equitable Relief. Nothing in these Terms limits either party’s right to seek urgent or equitable relief, including injunctive relief, without the requirement to post bond, to prevent actual or threatened misuse of its intellectual property or Confidential Information.
    7. Insurance. Provider will maintain insurance coverage appropriate to its business and the Services, which may be maintained by Provider or its affiliates. Provider will provide evidence of such coverage upon reasonable request.
  3. MISCELLANEOUS.
    1. Entire Agreement. These Terms and the applicable Order Forms constitute the complete agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements on the same subject matter. Any terms or conditions in a purchase order, vendor portal, confirmation, or other document issued by Customer that conflict with or supplement these Terms or an Order Form are void and will not apply, even if Provider accepts or performs under such document.
    2. Notices. All notices under these Terms must be in writing and delivered (a) by email, or (b) to the notice address specified in the Order Form. A notice is deemed received on the next business day after it is sent, unless the sender receives a delivery failure notice. Either party may update its notice address or email by providing notice to the other party.
    3. Force Majeure. Neither party is liable for any delay or failure to perform its obligations (other than payment obligations) due to events beyond its reasonable control, including natural disasters, acts of God, fire, flood, earthquake, war, terrorism, civil unrest, labor disputes, failures of utilities or telecommunications, or government actions (“Force Majeure Event”). The affected party will promptly notify the other party of the Force Majeure Event and use commercially reasonable efforts to resume performance as soon as practicable.
    4. Amendments, Modifications, and Waivers. Any amendment or waiver must be in writing and agreed to by both parties. A waiver applies only to the specific instance and does not constitute a continuing waiver. Failure to enforce any provision is not a waiver of that provision.
    5. Severability and Interpretation. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable. Headings are for convenience only. “Including” means “including without limitation.”
    6. Assignment. Neither party may assign these Terms, in whole or in part, without the other party’s prior written consent, except that Provider may assign these Terms without consent to (a) an affiliate; (b) a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Provider’s business or assets; or (c) an entity acquiring control of Provider. Any attempted assignment in violation of this Section is void. These Terms bind the parties and their permitted successors and assigns.
    7. Relationship of the Parties. The parties are independent contractors. These Terms do not create any partnership, joint venture, employment, agency, or fiduciary relationship. No third party has rights under these Terms except that Provider’s affiliates and subcontractors may rely on the disclaimers and limitations set out in these Terms.
    8. Compliance. Each party will comply with all applicable laws and regulations, including export-control, trade sanctions, anti-corruption, and anti-bribery laws. Customer must not use the Services in violation of such laws or allow access by prohibited persons. Customer is responsible for ensuring that its use of the Services, including its collection and processing of Customer Data, complies with all laws applicable to its business, operations, and industry, including privacy, consumer protection, and data-security laws. Customer must not use the Services for any unlawful purpose.
    9. Governing Law and Jurisdiction. These Terms and any dispute, controversy, or claim arising out of or relating to them will be governed by the laws of the jurisdiction where the contracting Provider entity is organized, without regard to conflict-of-laws principles. Each party irrevocably submits to the exclusive jurisdiction and venue of the courts located in that jurisdiction and waives any objection to venue or inconvenient forum. The parties waive any right to a jury trial. Each party waives any right to a jury trial and agrees that any dispute must be brought on an individual basis and not as a class or representative action, to the maximum extent permitted by law. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
    10. Costs and Attorney’s Fees. In any legal action or proceeding arising out of or relating to these Terms, the prevailing party is entitled to recover its reasonable attorneys’ fees, costs, and expenses from the non-prevailing party, in addition to any other relief awarded.
    11. Electronic Acceptance. Electronic acceptance or execution of these Terms or any Order Form—including via click-acceptance, electronic signature, or use of the Services—constitutes a valid and binding agreement between the parties.
    12. Language. The Parties have required that these Terms and all deeds, documents and notices relating to these Terms be drawn up in the English language. Les parties aux présentes ont exigé que le présent contrat et tous autres contrats, documents ou avis afférents aux présentes soient rédigés en langue anglaise.