Terms & Conditions
Terms & Conditions
Terms & Conditions
Terms & Conditions
This Subscription Agreement for platform subscribers governs Customer's access to and use of the True Club Insights analytics platform and related services provided by True Club Insights ("Provider"). By executing an Order Form that references this Agreement, Customer agrees to be bound by these terms.
1. Order Forms & Parties
1. Order Forms & Parties
Each Order Form specifies the subscribed package (Core or Core+), the facilities covered ("Facilities"), fees, and any additional commercial terms. If Customer purchases for multiple Facilities, an Order Form may enumerate Facilities directly or by schedule. The parties to this Agreement are Provider and the Customer named on the Order Form. Note: Specific package details, facility counts, and fees are defined in your individual Order Form.
Each Order Form specifies the subscribed package (Core or Core+), the facilities covered ("Facilities"), fees, and any additional commercial terms. If Customer purchases for multiple Facilities, an Order Form may enumerate Facilities directly or by schedule. The parties to this Agreement are Provider and the Customer named on the Order Form. Note: Specific package details, facility counts, and fees are defined in your individual Order Form.
2. Definitions
2. Definitions
"Aggregated/De-Identified Data" means data that has been aggregated and/or de-identified such that it cannot reasonably be used to identify a natural person, Customer, or specific Facility. "Authorized Users" means employees and contractors of Customer authorized to use the Services. "Benchmarking Outputs" means cross-account metrics, insights, and peer comparisons generated from multiple customers' data without identifying peer customers. "Customer Data" means data collected by or submitted to the Services by or on behalf of Customer, including through integrations. "Derivative Data" means data or insights derived from processing Customer Data. "Personal Data" means information that identifies or relates to an identifiable individual contained in Customer Data. "Services" means Provider's hosted analytics platform, applications, APIs, and related features identified in an Order Form.
"Aggregated/De-Identified Data" means data that has been aggregated and/or de-identified such that it cannot reasonably be used to identify a natural person, Customer, or specific Facility. "Authorized Users" means employees and contractors of Customer authorized to use the Services. "Benchmarking Outputs" means cross-account metrics, insights, and peer comparisons generated from multiple customers' data without identifying peer customers. "Customer Data" means data collected by or submitted to the Services by or on behalf of Customer, including through integrations. "Derivative Data" means data or insights derived from processing Customer Data. "Personal Data" means information that identifies or relates to an identifiable individual contained in Customer Data. "Services" means Provider's hosted analytics platform, applications, APIs, and related features identified in an Order Form.
3. Access Grant & Restrictions
3. Access Grant & Restrictions
Subject to this Agreement and the Order Form, Provider grants Customer a revocable, non-exclusive, non-transferable, limited right for Authorized Users to access and use the Services during the Term solely for Customer's internal business purposes and only for the Facilities specified on the Order Form. Customer will not: (a) reverse engineer or attempt to access source code of the Services; (b) bypass security or usage limits; (c) resell, lease, or provide the Services to third parties; (d) use the Services to develop a competing product; (e) attempt re-identification of Aggregated/De-Identified Data; or (f) attempt to reverse engineer or identify source data of Benchmarking Outputs.
Subject to this Agreement and the Order Form, Provider grants Customer a revocable, non-exclusive, non-transferable, limited right for Authorized Users to access and use the Services during the Term solely for Customer's internal business purposes and only for the Facilities specified on the Order Form. Customer will not: (a) reverse engineer or attempt to access source code of the Services; (b) bypass security or usage limits; (c) resell, lease, or provide the Services to third parties; (d) use the Services to develop a competing product; (e) attempt re-identification of Aggregated/De-Identified Data; or (f) attempt to reverse engineer or identify source data of Benchmarking Outputs.
4. Term, Renewal & Price Changes
4. Term, Renewal & Price Changes
The initial subscription term is twelve (12) months from the Effective Date ("Initial Term"). Thereafter, the subscription will automatically renew for successive one-year terms ("Renewal Terms") unless either party gives written notice of non-renewal at least forty-five (45) days before the end of the then-current term. Renewal pricing will be at Provider's then-current standard SaaS market rate. Provider will give at least forty-five (45) days' prior notice of renewal pricing. No termination for convenience is permitted during any term. Note: Effective Date and specific term details are defined in your Order Form.
The initial subscription term is twelve (12) months from the Effective Date ("Initial Term"). Thereafter, the subscription will automatically renew for successive one-year terms ("Renewal Terms") unless either party gives written notice of non-renewal at least forty-five (45) days before the end of the then-current term. Renewal pricing will be at Provider's then-current standard SaaS market rate. Provider will give at least forty-five (45) days' prior notice of renewal pricing. No termination for convenience is permitted during any term. Note: Effective Date and specific term details are defined in your Order Form.
5. Fees, Invoicing & Taxes
5. Fees, Invoicing & Taxes
Fees are as stated on the Order Form. Unless the Order Form provides otherwise, fees are invoiced annually in advance and due within net thirty (30) days from the date of an invoice. Fees are non-cancellable and non-refundable except as expressly provided in Indemnification or Termination sections where applicable. Customer is responsible for applicable taxes (excluding Provider's income taxes). Provider may audit usage remotely to verify compliance and charge for overages and added Facilities. Late amounts may accrue interest at 1.5% per month (or the maximum allowed by law, if less) and may result in suspension. Note: Specific fee amounts are defined in your Order Form.
Fees are as stated on the Order Form. Unless the Order Form provides otherwise, fees are invoiced annually in advance and due within net thirty (30) days from the date of an invoice. Fees are non-cancellable and non-refundable except as expressly provided in Indemnification or Termination sections where applicable. Customer is responsible for applicable taxes (excluding Provider's income taxes). Provider may audit usage remotely to verify compliance and charge for overages and added Facilities. Late amounts may accrue interest at 1.5% per month (or the maximum allowed by law, if less) and may result in suspension. Note: Specific fee amounts are defined in your Order Form.
6. License to Customer Data
6. License to Customer Data
Customer grants Provider a non-exclusive, non-transferable, revocable, non-sublicensable (except to Provider's service providers), worldwide, royalty-free license to host, copy, process, transmit, display, and otherwise use Customer Data to: (a) provide, maintain, secure, support, and improve the Services; (b) develop new functions, features and usability; and (c) perform internal analytics and capacity planning. Customer retains all rights in Customer Data, subject to the licenses expressly granted in this Agreement.
Customer grants Provider a non-exclusive, non-transferable, revocable, non-sublicensable (except to Provider's service providers), worldwide, royalty-free license to host, copy, process, transmit, display, and otherwise use Customer Data to: (a) provide, maintain, secure, support, and improve the Services; (b) develop new functions, features and usability; and (c) perform internal analytics and capacity planning. Customer retains all rights in Customer Data, subject to the licenses expressly granted in this Agreement.
7. Aggregated/De-Identified & Derivative Data Rights
7. Aggregated/De-Identified & Derivative Data Rights
Provider may create, use, disclose, and commercialize Derivative Data, including Aggregated/De-Identified Data, in perpetuity for any lawful purpose, provided that Provider will not use such data to identify Customer, a Facility, or any individual, nor permit any re-identification. Provider will apply reasonable methods designed to prevent re-identification, including cohort-size thresholds (e.g., k ≥ 35), suppression rules, and other safeguards.
Provider may create, use, disclose, and commercialize Derivative Data, including Aggregated/De-Identified Data, in perpetuity for any lawful purpose, provided that Provider will not use such data to identify Customer, a Facility, or any individual, nor permit any re-identification. Provider will apply reasonable methods designed to prevent re-identification, including cohort-size thresholds (e.g., k ≥ 35), suppression rules, and other safeguards.
8. Benchmarking & Insights Program
8. Benchmarking & Insights Program
Provider may publish Benchmarking Outputs to customers and other third parties. Per-Facility Opt-Out: Customer may opt out a Facility from contributing its data to Benchmarking Outputs upon written request; such opt-out is effective fifteen (15) days after Provider's acknowledgement. A Facility that opts out is ineligible to receive Benchmarking Outputs. Opt-out does not affect Customer's access to its own analytics. Provider may continue to use Aggregated/De-Identified Data from any Facility for internal analytics and service improvement.
Provider may publish Benchmarking Outputs to customers and other third parties. Per-Facility Opt-Out: Customer may opt out a Facility from contributing its data to Benchmarking Outputs upon written request; such opt-out is effective fifteen (15) days after Provider's acknowledgement. A Facility that opts out is ineligible to receive Benchmarking Outputs. Opt-out does not affect Customer's access to its own analytics. Provider may continue to use Aggregated/De-Identified Data from any Facility for internal analytics and service improvement.
9. Integrations & Third-Party Services
9. Integrations & Third-Party Services
Customer authorizes Provider to access and process data from third-party systems via Integrations that Customer enables (and to use associated APIs, credentials, and tokens). Provider is not responsible for acts or omissions of third-party providers, their terms, outages, changes to APIs, data latency, or inaccuracies stemming from such sources. Human Resources data is limited to Personal Data and salary information used solely for cost analytics and benchmarking.
Customer authorizes Provider to access and process data from third-party systems via Integrations that Customer enables (and to use associated APIs, credentials, and tokens). Provider is not responsible for acts or omissions of third-party providers, their terms, outages, changes to APIs, data latency, or inaccuracies stemming from such sources. Human Resources data is limited to Personal Data and salary information used solely for cost analytics and benchmarking.
10. Subprocessors & Hosting
10. Subprocessors & Hosting
Provider may engage subprocessors to support the Services. Provider will maintain a current list of subprocessors and make it available to Customer upon reasonable request. Hosting and routine data processing will occur in the United States only. If Provider later enables cross-border transfers, Provider will implement appropriate transfer mechanisms and provide notice to Customer via email to the subscription contact on record.
Provider may engage subprocessors to support the Services. Provider will maintain a current list of subprocessors and make it available to Customer upon reasonable request. Hosting and routine data processing will occur in the United States only. If Provider later enables cross-border transfers, Provider will implement appropriate transfer mechanisms and provide notice to Customer via email to the subscription contact on record.
11. Privacy & Processing Terms
11. Privacy & Processing Terms
Role: For Customer Data, Provider acts as a "service provider" or "processor" under applicable law; for Personal Data contained in Derivative Data, Provider acts as an independent "controller" or "business." Permitted Personal Data: Customer Data may include only name, email, physical address, phone number, gender, birthdate, external user IDs, and salary (for cost analytics). No special-category/sensitive Personal Data (e.g., SSNs, driver's licenses, precise geolocation, financial account numbers, health/biometric data) is allowed. Provider will not sell or share Personal Data as those terms are used in applicable privacy laws.
Role: For Customer Data, Provider acts as a "service provider" or "processor" under applicable law; for Personal Data contained in Derivative Data, Provider acts as an independent "controller" or "business." Permitted Personal Data: Customer Data may include only name, email, physical address, phone number, gender, birthdate, external user IDs, and salary (for cost analytics). No special-category/sensitive Personal Data (e.g., SSNs, driver's licenses, precise geolocation, financial account numbers, health/biometric data) is allowed. Provider will not sell or share Personal Data as those terms are used in applicable privacy laws.
12. Security & Compliance
12. Security & Compliance
Provider may engage subprocessors to support the Services. Provider will maintain a current list of subprocessors and make it available to Customer upon reasonable request. Hosting and routine data processing will occur in the United States only. If Provider later enables cross-border transfers, Provider will implement appropriate transfer mechanisms and provide notice to Customer via email to the subscription contact on record.
Provider may engage subprocessors to support the Services. Provider will maintain a current list of subprocessors and make it available to Customer upon reasonable request. Hosting and routine data processing will occur in the United States only. If Provider later enables cross-border transfers, Provider will implement appropriate transfer mechanisms and provide notice to Customer via email to the subscription contact on record.
13. Incident Response & Notification
13. Incident Response & Notification
"Security Incident" means a confirmed unauthorized access to Customer Data in Provider's possession or control that materially compromises its confidentiality, integrity, or availability. Provider will notify Customer without undue delay after confirmation, provide information reasonably available, and cooperate on remediation. Notifications are not admissions of fault. Customer is responsible for notifications and remedies required by law to its own data subjects unless the incident was caused by Provider's breach of this Agreement.
"Security Incident" means a confirmed unauthorized access to Customer Data in Provider's possession or control that materially compromises its confidentiality, integrity, or availability. Provider will notify Customer without undue delay after confirmation, provide information reasonably available, and cooperate on remediation. Notifications are not admissions of fault. Customer is responsible for notifications and remedies required by law to its own data subjects unless the incident was caused by Provider's breach of this Agreement.
14. Acceptable Use
14. Acceptable Use
Customer will not: (a) upload prohibited sensitive data; (b) violate any applicable law, regulation, or third-party rights; (c) transmit any virus, malware, or perform penetration tests without prior written consent; (d) share credentials or permit non-Authorized Users to access the Services; (e) scrape, harvest, or bulk-export data except through provided features; or (f) attempt to re-identify Aggregated/De-Identified Data, Derivative Data or Benchmarking Outputs.
Customer will not: (a) upload prohibited sensitive data; (b) violate any applicable law, regulation, or third-party rights; (c) transmit any virus, malware, or perform penetration tests without prior written consent; (d) share credentials or permit non-Authorized Users to access the Services; (e) scrape, harvest, or bulk-export data except through provided features; or (f) attempt to re-identify Aggregated/De-Identified Data, Derivative Data or Benchmarking Outputs.
15. Customer Responsibilities
15. Customer Responsibilities
Customer is solely responsible for: (i) ensuring its Authorized Users' compliance with this Agreement; (ii) obtaining and maintaining rights, consents, and notices necessary for Provider to process Customer Data; (iii) the accuracy and quality of Customer Data; and (iv) timely cooperation in onboarding and troubleshooting. Customer is solely responsible for configurations it sets and for any Customer-managed systems.
Customer is solely responsible for: (i) ensuring its Authorized Users' compliance with this Agreement; (ii) obtaining and maintaining rights, consents, and notices necessary for Provider to process Customer Data; (iii) the accuracy and quality of Customer Data; and (iv) timely cooperation in onboarding and troubleshooting. Customer is solely responsible for configurations it sets and for any Customer-managed systems.
16. Support & Service Availability
16. Support & Service Availability
Provider will make commercially reasonable efforts to make support available through in-product help, email, or the support portal during Provider's normal business hours (Mon-Fri, excluding Provider holidays). Provider may schedule maintenance windows. Provider does not provide explicit uptime or response SLAs or credits. Emergency security notices should be sent to the designated security contact.
Provider will make commercially reasonable efforts to make support available through in-product help, email, or the support portal during Provider's normal business hours (Mon-Fri, excluding Provider holidays). Provider may schedule maintenance windows. Provider does not provide explicit uptime or response SLAs or credits. Emergency security notices should be sent to the designated security contact.
17. Professional Services
17. Professional Services
If stated on an Order Form or in a statement of work ("SOW"), Provider may deliver onboarding, data modeling, dashboard customization, or other professional services. Each SOW will define scope, deliverables, acceptance criteria, and fees. Unless expressly stated otherwise, professional services deliverables are deemed part of the Services and owned by Provider, and are provided on a time-and-materials basis. Note: Professional services details are defined in your individual Order Form or SOW.
If stated on an Order Form or in a statement of work ("SOW"), Provider may deliver onboarding, data modeling, dashboard customization, or other professional services. Each SOW will define scope, deliverables, acceptance criteria, and fees. Unless expressly stated otherwise, professional services deliverables are deemed part of the Services and owned by Provider, and are provided on a time-and-materials basis. Note: Professional services details are defined in your individual Order Form or SOW.
18. Product Analytics & Telemetry
18. Product Analytics & Telemetry
Provider collects operational telemetry and advanced analytics by default to operate, secure, and improve the Services, including feature usage events, cohort/funnel metrics, and UX interaction events ("Usage Data"). Provider does not collect content payloads for analytics and does not intentionally collect unnecessary Personal Data. At Customer's request, Provider will discuss configuration options, provided that Customer acknowledges that disabling certain analytics may degrade support and product quality.
Provider collects operational telemetry and advanced analytics by default to operate, secure, and improve the Services, including feature usage events, cohort/funnel metrics, and UX interaction events ("Usage Data"). Provider does not collect content payloads for analytics and does not intentionally collect unnecessary Personal Data. At Customer's request, Provider will discuss configuration options, provided that Customer acknowledges that disabling certain analytics may degrade support and product quality.
19. AI/ML Features & Training
19. AI/ML Features & Training
Provider may use Aggregated/De-Identified Data to develop, train, and improve machine learning or other artificial intelligence models and features. Provider will not train models on Customer-identifiable data without Customer's explicit consent. Predictive forecasts and recommendations are for informational purposes only and are not guarantees of outcomes.
Provider may use Aggregated/De-Identified Data to develop, train, and improve machine learning or other artificial intelligence models and features. Provider will not train models on Customer-identifiable data without Customer's explicit consent. Predictive forecasts and recommendations are for informational purposes only and are not guarantees of outcomes.
20. Intellectual Property & Ownership
20. Intellectual Property & Ownership
As between the parties, Customer retains all right, title, and interest in and to Customer Data. Provider retains all right, title, and interest in and to the Confidential Information of Provider, including all Services, Documentation, Aggregated/De-Identified Data, Benchmarking Outputs, Derivative Data and Usage Data, and all related intellectual property, modifications, enhancements and derivative works. No rights are granted by implication. Customer grants Provider a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestions, enhancement requests, or other feedback provided by Customer.
As between the parties, Customer retains all right, title, and interest in and to Customer Data. Provider retains all right, title, and interest in and to the Confidential Information of Provider, including all Services, Documentation, Aggregated/De-Identified Data, Benchmarking Outputs, Derivative Data and Usage Data, and all related intellectual property, modifications, enhancements and derivative works. No rights are granted by implication. Customer grants Provider a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestions, enhancement requests, or other feedback provided by Customer.
21. Confidentiality
21. Confidentiality
Each party will protect the other's non-public information designated as confidential ("Confidential Information") using the same degree of care it uses to protect its own similar information (but no less than reasonable care). Customer Data is the Confidential Information of Customer. Confidential Information of Provider includes the Services, Documentation, Aggregated/De-Identified Data, Benchmarking Outputs, Derivative Data and Usage Data. Exclusions include information that is or becomes public without breach, already known, independently developed, or rightfully received from a third party without duty of confidentiality. Disclosures required by law are permitted with prompt notice (if lawful).
Each party will protect the other's non-public information designated as confidential ("Confidential Information") using the same degree of care it uses to protect its own similar information (but no less than reasonable care). Customer Data is the Confidential Information of Customer. Confidential Information of Provider includes the Services, Documentation, Aggregated/De-Identified Data, Benchmarking Outputs, Derivative Data and Usage Data. Exclusions include information that is or becomes public without breach, already known, independently developed, or rightfully received from a third party without duty of confidentiality. Disclosures required by law are permitted with prompt notice (if lawful).
22. Warranties & Disclaimers
22. Warranties & Disclaimers
Provider warrants that the Services will materially conform to the Documentation and that, at the time of provision, the Services will not contain intentionally harmful code. Provider further warrants it will perform professional services in a professional and workmanlike manner. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES, BENCHMARKING OUTPUTS, AND ANY FORECASTS OR RECOMMENDATIONS ARE PROVIDED "AS IS," AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, ACCURACY, AVAILABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Provider warrants that the Services will materially conform to the Documentation and that, at the time of provision, the Services will not contain intentionally harmful code. Provider further warrants it will perform professional services in a professional and workmanlike manner. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES, BENCHMARKING OUTPUTS, AND ANY FORECASTS OR RECOMMENDATIONS ARE PROVIDED "AS IS," AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, ACCURACY, AVAILABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
23. Indemnification
23. Indemnification
By Provider: Provider will indemnify Customer against third-party claims alleging that the Services infringe a U.S. patent, copyright, or trademark, or misappropriate a trade secret, except to the extent arising from Customer alterations, Customer-provided materials, breach of this Agreement, or combinations not provided by Provider. By Customer: Customer will indemnify Provider against third-party claims arising from Customer Data, Customer's use of the Services in breach of this Agreement, or Integrations or third-party systems Customer controls. The indemnified party must promptly notify the indemnifying party in writing, provide reasonable cooperation, and grant sole control of the defense and settlement.
By Provider: Provider will indemnify Customer against third-party claims alleging that the Services infringe a U.S. patent, copyright, or trademark, or misappropriate a trade secret, except to the extent arising from Customer alterations, Customer-provided materials, breach of this Agreement, or combinations not provided by Provider. By Customer: Customer will indemnify Provider against third-party claims arising from Customer Data, Customer's use of the Services in breach of this Agreement, or Integrations or third-party systems Customer controls. The indemnified party must promptly notify the indemnifying party in writing, provide reasonable cooperation, and grant sole control of the defense and settlement.
24. Limitation of Liability
24. Limitation of Liability
NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR AMOUNTS PAYABLE UNDER INDEMNIFICATION, EACH PARTY'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. For Security Incidents caused by Provider's breach, Provider's aggregate liability for direct out-of-pocket costs will not exceed two (2) times the foregoing cap.
NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR AMOUNTS PAYABLE UNDER INDEMNIFICATION, EACH PARTY'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. For Security Incidents caused by Provider's breach, Provider's aggregate liability for direct out-of-pocket costs will not exceed two (2) times the foregoing cap.
25. Suspension & Termination
25. Suspension & Termination
Provider may suspend access immediately if: (a) Customer fails to pay undisputed amounts when due; (b) suspension is necessary to address a security risk; or (c) Customer materially violates Acceptable Use. Either party may terminate for any material breach that remains uncured thirty (30) days after written notice (ten (10) days for non-payment). Either party may terminate immediately upon the other party's insolvency or cessation of business. Upon termination, all rights to access the Services cease, and all undisputed amounts owed become immediately due.
Provider may suspend access immediately if: (a) Customer fails to pay undisputed amounts when due; (b) suspension is necessary to address a security risk; or (c) Customer materially violates Acceptable Use. Either party may terminate for any material breach that remains uncured thirty (30) days after written notice (ten (10) days for non-payment). Either party may terminate immediately upon the other party's insolvency or cessation of business. Upon termination, all rights to access the Services cease, and all undisputed amounts owed become immediately due.
26. Data Return & Deletion
26. Data Return & Deletion
During the Term and for thirty (30) days following termination, Customer may export Customer Data via self-service tools. Upon request within thirty (30) days after termination, Provider will provide reasonable one-time export assistance at its then-current rates. Thereafter, Provider will delete Customer Data from active systems and, within sixty (60) days, from backups/logs, except where retention is required by law. Customer Data older than five (5) years from the date of ingestion may be deleted. Provider may retain Aggregated/De-Identified and Derivative Data created in accordance with this Agreement.
During the Term and for thirty (30) days following termination, Customer may export Customer Data via self-service tools. Upon request within thirty (30) days after termination, Provider will provide reasonable one-time export assistance at its then-current rates. Thereafter, Provider will delete Customer Data from active systems and, within sixty (60) days, from backups/logs, except where retention is required by law. Customer Data older than five (5) years from the date of ingestion may be deleted. Provider may retain Aggregated/De-Identified and Derivative Data created in accordance with this Agreement.
27. Assignment & Force Majeure
27. Assignment & Force Majeure
Either party may assign this Agreement in connection with a merger, reorganization, or sale of substantially all assets, or to an affiliate, with written notice. Any other assignment requires prior written consent. Neither party will be liable for delays caused by events beyond its reasonable control (e.g., natural disaster, pandemic, government actions), provided the non-performing party uses reasonable efforts to mitigate effects and resumes performance as soon as practicable.
Either party may assign this Agreement in connection with a merger, reorganization, or sale of substantially all assets, or to an affiliate, with written notice. Any other assignment requires prior written consent. Neither party will be liable for delays caused by events beyond its reasonable control (e.g., natural disaster, pandemic, government actions), provided the non-performing party uses reasonable efforts to mitigate effects and resumes performance as soon as practicable.
28. Governing Law & Venue
28. Governing Law & Venue
This Agreement is governed by the laws of the State of Arizona, without regard to conflicts of law rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Maricopa County, Arizona, and waive any objection to venue or inconvenient forum. Each party may seek equitable relief (including injunction) to protect its Confidential Information or intellectual property.
This Agreement is governed by the laws of the State of Arizona, without regard to conflicts of law rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Maricopa County, Arizona, and waive any objection to venue or inconvenient forum. Each party may seek equitable relief (including injunction) to protect its Confidential Information or intellectual property.
29. General Provisions
29. General Provisions
This Agreement, together with the Order Forms, SOWs, DPA, Documentation, and Policies, is the entire agreement between the parties regarding the Services and supersedes prior agreements on the same subject. Amendments must be in writing and signed by both parties. If any provision is unenforceable, it will be modified to the minimum extent necessary, and the remainder will remain in effect. No waiver is effective unless in writing signed by the waiving party. The parties are independent contractors. Notices must be in writing and delivered to the addresses on the Order Form.
This Agreement, together with the Order Forms, SOWs, DPA, Documentation, and Policies, is the entire agreement between the parties regarding the Services and supersedes prior agreements on the same subject. Amendments must be in writing and signed by both parties. If any provision is unenforceable, it will be modified to the minimum extent necessary, and the remainder will remain in effect. No waiver is effective unless in writing signed by the waiving party. The parties are independent contractors. Notices must be in writing and delivered to the addresses on the Order Form.
30. Contact Information
30. Contact Information
If you have any questions about these Terms and Conditions, please contact us through our contact page or email us directly at [email protected]. We are committed to addressing your concerns promptly. For specific order, billing, or technical support inquiries, please reference your Order Form for designated contact information.
If you have any questions about these Terms and Conditions, please contact us through our contact page or email us directly at [email protected]. We are committed to addressing your concerns promptly. For specific order, billing, or technical support inquiries, please reference your Order Form for designated contact information.
