Terms of Service

Overview

This Agreement is between Torgix and the company or person accessing or using the Product. This Agreement consists of: (1) the Order Form and Key Terms in Part I, (2) the Torgix-specific terms in Sections A–H below, and (3) the Common Paper Cloud Service Agreement Standard Terms Version 2.1, incorporated in full in Part II.

If you are accessing or using the Product on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company. By signing up, accessing, or using the Product, Customer indicates its acceptance of this Agreement and agrees to be bound by the terms and conditions of this Agreement.

Order Form

This Order Form is governed by the Framework Terms made up of the Key Terms below and the Common Paper Cloud Service Agreement Standard Terms Version 2.1, which are reproduced in full in Part II of this Agreement. Any modifications to the Standard Terms made in this Order Form will control over conflicts with the Standard Terms. Capitalized words have the meanings given in this Order Form or the Standard Terms.

Key Terms

Section A: Dispute Resolution and Arbitration

A.1 Binding Arbitration

Except as set forth in Section A.3 below, any dispute, claim, or controversy arising out of or relating to this Agreement, the Product, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be seated in Wilmington, Delaware. The arbitrator shall have the authority to grant any remedy or relief that a court of competent jurisdiction could order or grant.

A.2 Fees and Costs

Each party shall bear its own arbitration filing fees, subject to any fee-shifting awarded by the arbitrator. The prevailing party in any arbitration or subsequent legal proceeding shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

A.3 Carve-Outs

Notwithstanding Section A.1, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

A.4 Class Action Waiver

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ITS RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS-WIDE ARBITRATION, OR ANY OTHER REPRESENTATIVE PROCEEDING WITH RESPECT TO ANY CLAIM ARISING UNDER THIS AGREEMENT.

Section B: Data Upon Termination or Cancellation

B.1 Access Suspension

Upon expiration or termination of this Agreement for any reason, Customer's access to the Product will be suspended promptly. This Section B controls over Section 5.5 of the Standard Terms with respect to data retention timing.

B.2 Retention Period

Following termination, Provider will retain Customer data for a period of thirty (30) days (the "Retention Period"). Customer is solely responsible for exporting all data prior to or during the Retention Period using the export tools available within the Product.

B.3 Permanent Deletion

After the Retention Period, Provider may permanently delete all Customer data from its systems and backup stores. PROVIDER SHALL HAVE NO LIABILITY TO CUSTOMER OR ANY THIRD PARTY FOR THE DELETION OF CUSTOMER DATA FOLLOWING THE RETENTION PERIOD.

B.4 No Recovery

Provider does not guarantee recovery of Customer data after the Retention Period has elapsed. Customer is encouraged to export data before initiating cancellation.

Section C: Prohibited and Sensitive Data

C.1 Definition

In addition to the Prohibited Data definition in Section 3.2 and Section 13 of the Standard Terms, "Sensitive Information" as used in this Section C means: (a) Social Security numbers or equivalent government-issued identifiers; (b) financial account numbers, credit or debit card numbers, or banking credentials; (c) protected health information (PHI) as defined under HIPAA; (d) biometric data; (e) data subject to PCI DSS; or (f) any other category of data for which Applicable Laws impose specific data security, notification, or consent requirements beyond those imposed generally on commercial data processors.

C.2 Prohibition

Customer represents and warrants that neither Customer nor any Authorized User will transmit, upload, collect, manage, store, or otherwise process any Sensitive Information or Prohibited Data through the Product. The Product is not designed, licensed, or intended for use with Sensitive Information or Prohibited Data.

C.3 Customer Liability

CUSTOMER, AND NOT PROVIDER, WILL BE SOLELY LIABLE FOR ANY DAMAGES, CLAIMS, FINES, PENALTIES, OR OTHER LIABILITY ARISING FROM THE TRANSMISSION, UPLOADING, COLLECTION, MANAGEMENT, OR PROCESSING OF ANY SENSITIVE INFORMATION OR PROHIBITED DATA BY CUSTOMER OR ITS AUTHORIZED USERS THROUGH THE PRODUCT.

Section D: Insurance

D.1 Provider Coverage

During the term of this Agreement, Provider shall maintain, at minimum, the following insurance coverages at its own expense:

(a) Commercial general liability coverage of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate;

(b) Cyber / Technology Errors & Omissions liability coverage of not less than $2,000,000 per occurrence and in the aggregate;

(c) Workers' compensation coverage as required by applicable law.

D.2 Certificates

Upon Customer's reasonable written request, Provider shall furnish a certificate of insurance evidencing the coverages described in this Section D.

Section E: Restricted Party Compliance and Export Controls

This Section E supplements Section 12.13 (Export Controls) of the Standard Terms.

E.1 Representation and Warranty

Customer represents and warrants that neither Customer nor any of its owners, directors, officers, Affiliates, or agents is identified on any applicable restricted or denied party list maintained by the United States government, including but not limited to: (a) the Specially Designated Nationals and Blocked Persons List maintained by OFAC; (b) the Entity List, Denied Persons List, or Unverified List maintained by the Bureau of Industry and Security (BIS); or (c) the Debarred List maintained by the Directorate of Defense Trade Controls (DDTC).

E.2 Compliance Screening

Provider reserves the right to conduct restricted party screening and other trade compliance checks at any time during the term of this Agreement.

E.3 Suspension and Termination

If Customer becomes listed on any applicable restricted party or sanctions list, or if Provider reasonably determines that Customer may be subject to applicable sanctions or export restrictions, Provider may immediately suspend performance and/or terminate this Agreement without liability to Customer.

Section F: Payment Disputes and Chargebacks

This Section F supplements Section 4.6 (Payment Dispute) of the Standard Terms.

F.1 Dispute Process

Customer must direct any billing questions or disputes to Provider at notices@torgix.com before initiating any formal payment dispute with its payment provider or card issuer. Provider will use commercially reasonable efforts to resolve undisputed billing errors within fifteen (15) business days of receiving written notice of a dispute.

F.2 Chargeback Policy

If Customer initiates a chargeback or payment reversal with its financial institution or card issuer for fees that were validly charged under this Agreement, without first providing written notice to Provider and a reasonable opportunity to resolve the dispute (not less than fifteen (15) business days), Customer shall be liable for the original disputed amount plus a chargeback processing fee of $50 per incident, plus any additional fees imposed by Provider's payment processor as a result of the chargeback.

F.3 Account Termination

Repeated or fraudulent chargebacks may result in permanent termination of Customer's account at Provider's sole discretion.

Section G: Geographic Restrictions

G.1 Authorized Territory

The Product is authorized for use in the United States and Canada only. Customer agrees not to access or use the Product from, or permit access by users located in, any jurisdiction outside the United States and Canada without Provider's prior written consent.

Section H: General

H.1 Order of Precedence

In the event of any conflict between Part I of this Agreement (including Sections A through H) and the Standard Terms in Part II, the terms of Part I shall control.

H.2 Attribution

The Standard Terms in Part II are based on the Common Paper Cloud Service Agreement Standard Terms Version 2.1, developed by Common Paper and licensed under CC BY 4.0.

Common Paper Cloud Service Agreement Standard Terms Version 2.1. These Standard Terms, together with the Order Form and Key Terms in Part I, form the complete agreement between Provider and Customer. Where any conflict exists between Part I and these Standard Terms, Part I controls.

1. Service Access and Use

1.1 Access and Use

During the Subscription Period and subject to the terms of this Agreement, Customer may (a) access and use the Cloud Service; and (b) copy and use the included Software and Documentation only as needed to access and use the Cloud Service, in each case, for its internal business purposes. If a Customer employee, agent, or contractor does something with the Product, this Agreement will treat it as if Customer did it.

1.2 Support

During the Subscription Period, Provider will provide Technical Support as described in the Order Form.

1.3 User Accounts

Customer is responsible for all actions on Users' accounts and for all Users' compliance with this Agreement. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Provider if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials.

1.4 Feedback and Usage Data

Customer may, but is not required to, give Provider Feedback, in which case Customer gives Feedback "AS IS". Provider may use all Feedback freely without any restriction or obligation. In addition, Provider may collect and analyze Usage Data, and Provider may freely use Usage Data to maintain, improve, and enhance the Product and related offerings.

1.5 Customer Content

Provider may copy, display, modify, and use Customer Content only as needed to provide and maintain the Product and related offerings. Customer is responsible for the accuracy and content of Customer Content.

1.6 Machine Learning

Usage Data and Customer Content may be used to develop, train, or enhance artificial intelligence or machine learning models that are part of Provider's products and services, including third-party components of the Product, and Customer authorizes Provider to process its Usage Data and Customer Content for this purpose.

2. Restrictions and Obligations

2.1 Restrictions on Customer

Except as expressly permitted by this Agreement, Customer will not (and will not allow anyone else to): (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Product (except to the extent Applicable Laws prohibit this restriction); (ii) provide, sell, resell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Product; (iii) remove any proprietary notices on the Product; (iv) use the Product to develop a competing product or service; (v) use the Product for High Risk Activities; (vi) use the Product to store or transmit malicious code; (vii) interfere with or disrupt the integrity or performance of the Product; (viii) attempt to gain unauthorized access to the Product or its related systems or networks; or (ix) use the Product in a way that violates any Applicable Laws or any rights of a third party.

2.2 Suspension

If Customer (a) has an outstanding, undisputed balance on its account for more than 30 days; (b) breaches Section 2.1 (Restrictions on Customer); or (c) uses the Product in violation of the Agreement or in a way that materially and negatively impacts the Product or others, then Provider may temporarily suspend Customer's access to the Product. Provider will give advance notice of a suspension when reasonably possible. Provider will restore access promptly after the issue causing the suspension is resolved.

3. Privacy and Security

3.1 Personal Data

Before submitting Personal Data governed by GDPR, Customer must enter into a data processing agreement with Provider. If the parties have a DPA, each party will comply with its obligations in the DPA, the terms of the DPA will control each party's rights and obligations as to Personal Data, and the terms of the DPA are incorporated by reference into this Agreement.

3.2 Prohibited Data

Customer will not (and will not allow anyone else to) submit Prohibited Data to the Product unless authorized by the Order Form or Key Terms. See also Section C of Part I for Torgix's additional restrictions on Sensitive Information.

4. Payment and Taxes

4.1 Fees

Unless the Order Form specifies a different currency, all Fees are in U.S. Dollars and are exclusive of taxes. Except for the prorated refund of prepaid Fees allowed with specific termination rights given in the Agreement, Fees are non-refundable.

4.2 Invoicing

For a Payment Process with invoicing, Provider will send invoices for usage-based Fees in arrears and for all other Fees in advance, in each case according to the Payment Process.

4.3 Automatic Payment

For a Payment Process with automatic payment, Provider will automatically charge the credit card, debit card, or other payment method on file for Fees according to the Payment Process and Customer authorizes all such charges. In this case, Provider will make a copy of Customer's bills or transaction history available to Customer in the Product.

4.4 Taxes

Customer is responsible for all duties, taxes, and levies that apply to Fees, including sales, use, VAT, GST, or withholding, that Provider itemizes and includes in an invoice. However, Customer is not responsible for Provider's income taxes.

4.5 Payment

Customer will pay Provider Fees and taxes in U.S. Dollars, unless the Order Form specifies a different currency, according to the Payment Process.

4.6 Payment Dispute

If Customer has a good-faith disagreement about the Fees charged or invoiced, Customer must notify Provider about the dispute before payment is due, or within 30 days of an automatic payment, and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days of Provider's receipt of notice. See also Section F of Part I for Torgix's chargeback policy.

5. Term and Termination

5.1 Order Form and Agreement

For each Order Form, the Agreement will start on the Order Date, continue through the Subscription Period, and automatically renew for additional Subscription Periods unless one party gives notice of non-renewal to the other party before the Non-Renewal Notice Date.

5.2 Framework Terms

These Framework Terms will start on the Effective Date and continue for the longer of one year or until all Order Forms governed by the Framework Terms have ended.

5.3 Termination

Either party may terminate the Framework Terms or an Order Form immediately: if the other party fails to cure a material breach of the Framework Terms or an Order Form following 30 days notice; upon notice if the other party (i) materially breaches the Framework Terms or an Order Form in a manner that cannot be remedied; (ii) ceases operation without a successor; or (iii) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party and not dismissed within 60 days.

5.4 Force Majeure

Either party may terminate an affected Order Form upon notice if a Force Majeure Event prevents the Product from materially operating for 30 or more consecutive days. Provider will pay to Customer a prorated refund of any prepaid Fees for the remainder of the Subscription Period. A Force Majeure Event does not excuse Customer's obligations to pay Fees.

5.5 Effect of Termination

Termination of the Framework Terms will automatically terminate all Order Forms governed by the Framework Terms. Upon any expiration or termination: Customer will no longer have any right to use the Product. Customer data will be handled as set forth in Section B of Part I. Each Recipient will return or delete Discloser's Confidential Information at Discloser's request, except for Confidential Information that is part of regular data backup and storage processes, in which case the Recipient will delete or render permanently inaccessible such Confidential Information in the ordinary course of business.

5.6 Survival

The following sections will survive expiration or termination of the Agreement: Section 1.4 (Feedback and Usage Data), Section 1.6 (Machine Learning), Section 2.1 (Restrictions on Customer), Section 4 (Payment and Taxes) for Fees accrued or payable before expiration or termination, Section 5.5 (Effect of Termination), Section 5.6 (Survival), Section 7 (Disclaimer of Warranties), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10 (Confidentiality), Section 11 (Reservation of Rights), Section 12 (General Terms), and Section 13 (Definitions).

6. Representations and Warranties

6.1 Mutual

Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; (c) it will comply with all Applicable Laws in performing its obligations and exercising its rights under this Agreement; and (d) the performance of its obligations under this Agreement does not conflict with any other agreement to which it is a party.

6.2 From Customer

Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Product and to allow the use of Customer Content as described in the Agreement.

6.3 From Provider

Provider represents and warrants to Customer that it will not materially reduce the general functionality of the Cloud Service during the Subscription Period.

6.4 Provider Warranty Remedy

If Provider breaches the warranty in Section 6.3, Customer must give Provider notice (with enough detail for Provider to understand or replicate the issue) within 45 days of discovering the issue. Within 45 days of receiving sufficient details of the warranty issue, Provider will attempt to restore the general functionality. If Provider fails to restore the general functionality within those 45 days, either party may terminate the affected Order Form upon notice, and Provider will pay to Customer a prorated refund of any prepaid Fees for the remainder of the Subscription Period.

7. Disclaimer of Warranties

Provider makes no guarantees that the Product will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in Section 6 do not apply to any misuse or unauthorized modification of the Product, nor to any product or service provided by someone other than Provider. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PRODUCT IS PROVIDED "AS IS" AND PROVIDER MAKES NO WARRANTY ABOUT THE PRODUCT, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT.

8. Limitation of Liability

8.1 Liability Caps

Except as provided in Section 8.4 (Exceptions), each party's total cumulative liability for all claims arising out of or relating to this Agreement will not be more than the General Cap Amount.

8.2 Damages Waiver

Except as provided in Section 8.4 (Exceptions), under no circumstances will either party be liable to the other for lost profits or revenues (whether direct or indirect), or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the party knows they are possible or have been advised of their possibility.

8.3 Applicability

The limitations and waivers contained in Sections 8.1 and 8.2 apply to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise.

8.4 Exceptions

Section 8.1 does not apply to any Unlimited Claims. Section 8.2 does not apply to a breach of Section 10 (Confidentiality). Nothing in this Agreement will limit, exclude, or restrict a party's liability to the extent prohibited by Applicable Laws. "Unlimited Claims" means (i) Customer's payment obligations; (ii) claims arising from either party's gross negligence, willful misconduct, or fraud; (iii) either party's indemnification obligations; or (iv) either party's infringement of the other party's intellectual property rights.

9. Indemnification

9.1 Protection by Provider

Provider will indemnify, defend, and hold harmless Customer from and against all Provider Covered Claims made by someone other than Customer, Customer's Affiliates, or Users, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees and other legal expenses, that are awarded against Customer or included in a settlement approved by Provider, in each case arising from the Provider Covered Claim.

9.2 Protection by Customer

Customer will indemnify, defend, and hold harmless Provider from and against all Customer Covered Claims made by someone other than Provider or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees and other legal expenses, that are awarded against Provider or included in a settlement approved by Customer, in each case arising from the Customer Covered Claim.

9.3 Procedure

The Indemnifying Party's obligations in this section are contingent upon the Protected Party: (a) promptly notifying the Indemnifying Party of each Covered Claim for which it seeks protection; (b) providing reasonable assistance to the Indemnifying Party at the Indemnifying Party's expense; and (c) giving the Indemnifying Party sole control of the defense and settlement of the Covered Claim. The Protected Party may participate in the defense or settlement of a Covered Claim at its own expense.

9.4 Changes to Product

If required by settlement or court order, or if deemed reasonably necessary in response to a Provider Covered Claim, Provider may: (a) obtain the right for Customer to continue using the Product; (b) replace or modify the affected component of the Product without materially reducing the general functionality; or (c) if neither (a) nor (b) are commercially practicable, terminate the affected Order Form and provide Customer a prorated refund of any prepaid Fees for the remainder of the Subscription Period.

9.5 Exclusions

Provider's obligations as an Indemnifying Party will not apply to Provider Covered Claims that result from (i) modifications to the Product not authorized by Provider or made in compliance with Customer's instructions; (ii) unauthorized use of the Product; (iii) use of the Product in combination with items not provided by Provider; or (iv) Customer's breach of this Agreement.

9.6 Exclusive Remedy

This Section 9 (Indemnification), together with any termination rights, describes each Protected Party's exclusive remedy and each Indemnifying Party's entire liability for a Covered Claim.

10. Confidentiality

10.1 Non-Use and Non-Disclosure

Except as otherwise authorized in the Agreement or as needed to fulfill its obligations or exercise its rights under this Agreement, Recipient will not (a) use Discloser's Confidential Information; nor (b) disclose Discloser's Confidential Information to anyone else. In addition, Recipient will protect Discloser's Confidential Information using at least the same protections Recipient uses for its own similar information but no less than reasonable protections.

10.2 Exclusions

Confidential Information does not include information that (a) Recipient knew without any obligation of confidentiality before disclosure by Discloser; (b) is or becomes publicly known and generally available through no fault of Recipient; (c) Recipient receives under no obligation of confidentiality from a third party who is allowed to make the disclosure; or (d) Recipient independently develops without using or referring to Discloser's Confidential Information.

10.3 Required Disclosures

Recipient may disclose Discloser's Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, Recipient provides Discloser reasonable advance notice of the required disclosure and reasonably cooperates, at Discloser's expense, with Discloser's efforts to obtain confidential treatment for the Confidential Information.

10.4 Permitted Disclosures

Recipient may disclose Discloser's Confidential Information to Users, employees, advisors, contractors, and representatives who each have a need to know the Confidential Information, but only if the person or entity is bound by confidentiality obligations at least as protective as those in this Section and Recipient remains responsible for everyone's compliance with the obligations in this Section.

11. Reservation of Rights

Except for the limited license to copy and use Software and Documentation in Section 1.1, Provider retains all right, title, and interest in and to the Product, whether developed before or after the Effective Date. Except for the limited rights in Sections 1.5 and 1.6, Customer retains all right, title, and interest in and to Customer Content. Neither party grants the other any rights or licenses not expressly stated in this Agreement.

12. General Terms

12.1 Entire Agreement

This Agreement is the only agreement between the parties about its subject and this Agreement supersedes all prior or contemporaneous statements (whether in writing or not) about its subject. Provider expressly rejects any terms included in Customer's purchase order or similar document, which may only be used for accounting purposes.

12.2 Modifications, Severability, and Waiver

Any waiver, modification, or change to the Agreement must be in writing and signed or electronically accepted by each party. If any term of this Agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms of this Agreement will remain in full force and effect. If either party fails to enforce any provision of this Agreement, it will not be deemed a waiver of its right to do so later.

12.3 Governing Law and Chosen Courts

The Governing Law will govern all interpretations and disputes about this Agreement, without regard to its conflict of laws provisions. Subject to the arbitration requirements in Section A of Part I, the parties will bring any legal suit, action, or proceeding about this Agreement in the Chosen Courts and each party irrevocably submits to the exclusive jurisdiction and venue of the Chosen Courts.

12.4 Injunctive Relief

Despite Section 12.3, a breach of Section 10 (Confidentiality) or the violation of a party's intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. As a result, upon the actual or threatened breach of Section 10 or violation of a party's intellectual property rights, the non-breaching party may seek appropriate injunctive or other equitable relief in any court with jurisdiction without the need to post a bond or prove actual damages.

12.5 Non-Exhaustive Remedies

Except where the Agreement provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party.

12.6 Assignment

Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all of its assets or business to which this Agreement pertains. Any assignment in violation of this section will be void. This Agreement will bind and benefit each party's permitted successors and assigns.

12.7 Beta Products

If Provider gives Customer access to a Beta Product, the Beta Product is provided "AS IS" and Section 6.3 (Representations and Warranty from Provider) does not apply to any Beta Products. Customer acknowledges that Beta Products are experimental in nature and may be modified or removed at Provider's discretion at any time without notice. Customer is encouraged to give Feedback about Beta Products, but Customer should not rely on Beta Products or their continued availability.

12.8 Logo Rights

Provider may identify Customer and use Customer's name and logo in marketing to identify Customer as a user of Provider's products and services.

12.9 Notices

Any notice, request, or approval about the Agreement must be in writing and sent to the Notice Address. Notices will be deemed given (a) upon confirmed delivery if by email, registered or certified mail, or personal delivery; or (b) two days after mailing if by overnight commercial delivery.

12.10 Independent Contractors

The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.

12.11 No Third-Party Beneficiary

There are no third-party beneficiaries of this Agreement.

12.12 Force Majeure

Neither party will be liable for a delay or failure to perform its obligations of this Agreement if caused by a Force Majeure Event. However, this section does not excuse Customer's obligations to pay Fees.

12.13 Export Controls

Customer may not remove or export from the United States or allow the export or re-export of the Product or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, OFAC, or any other United States or foreign agency or authority. See also Section E of Part I for additional restricted party compliance obligations.

12.14 Government Rights

The Cloud Service and Software are deemed "commercial items" or "commercial computer software" according to FAR section 12.212 and DFAR section 227.7202, and the Documentation is "commercial computer software documentation" according to DFAR section 252.227-7014(a)(1) and (5). Any use, modification, reproduction, release, performance, display, or disclosure of the Product by the United States Government is governed solely by the terms of this Agreement.

12.15 Anti-Bribery

Neither party will take any action that would be a violation of any Applicable Laws that prohibit the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist Provider or Customer in retaining or obtaining business.

12.16 Titles and Interpretation

Section titles are for convenience and reference only. All uses of "including" and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply to this Agreement.

12.17 Signature

This Agreement may be signed in counterparts, including by electronic copies or acceptance mechanism. Each copy will be deemed an original and all copies, when taken together, will be the same agreement.

13. Definitions

"Affiliate" means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.

"Agreement" means the Order Form between Provider and Customer as governed by the Framework Terms.

"Applicable Data Protection Laws" means the Applicable Laws that govern how the Cloud Service may process or use an individual's personal information, personal data, personally identifiable information, or other similar term.

"Applicable Laws" means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern Provider or Customer.

"Beta Product" means an early or prerelease feature or version of the Product that is identified as beta or similar, or a version of the Product that is not generally available.

"Cloud Service" means the product described in the Order Form.

"Confidential Information" means information in any form disclosed by or on behalf of a Discloser, including before the Effective Date, to a Recipient in connection with this Agreement that (a) the Discloser identifies as "confidential", "proprietary", or the like; or (b) should be reasonably understood as confidential given its nature and the circumstances of its disclosure. For clarity, the terms and conditions of this Agreement are Confidential Information of both parties. Confidential Information does not include information that falls within any exclusion in Section 10.2.

"Cover Page" means a document that is signed or electronically accepted by the parties, incorporates these Standard Terms or is governed by the Framework Terms, and identifies Provider and Customer.

"Covered Claim" means either a Provider Covered Claim or Customer Covered Claim.

"Customer Content" means data, information, or materials submitted by or on behalf of Customer or Users to the Product but excludes Feedback.

"Discloser" means a party to this Agreement when the party is providing or disclosing Confidential Information to the other party.

"Documentation" means the usage manuals and instructional materials for the Cloud Service or Software that are made available by Provider.

"Embargoed Country" means any country or region to or from where Applicable Laws generally restrict the export or import of goods, services, or money.

"Feedback" means suggestions, feedback, or comments about the Product or related offerings.

"Fees" means the applicable amounts described in an Order Form.

"Force Majeure Event" means an unforeseen event outside a party's reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disasters like a major earthquake, war, pandemic, riot, acts of terrorism, or government action.

"Framework Terms" means these Standard Terms, the Key Terms between Provider and Customer, and any policies and documents referenced in or attached to the Key Terms.

"GDPR" means European Union Regulation 2016/679 as implemented by local law in the relevant European Union member nation, and by section 3 of the United Kingdom's European Union (Withdrawal) Act of 2018 in the United Kingdom.

"High Risk Activity" means any situation where the use or failure of the Product could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control.

"OFAC" means the United States Department of Treasury's Office of Foreign Assets Control.

"Order Form" means a Cover Page that includes the key business details and Variables for this Agreement that are not defined in the Framework Terms.

"Personal Data" will have the meaning(s) set forth in the Applicable Data Protection Laws for personal information, personal data, personally identifiable information, or other similar term.

"Product" means the Cloud Service, Software, and Documentation.

"Prohibited Data" means (a) patient, medical, or other protected health information regulated by HIPAA; (b) credit, debit, bank account, or other financial account numbers; (c) social security numbers, driver's license numbers, or other unique and private government ID numbers; (d) special categories of data as defined under GDPR; (e) passwords; (f) information about children subject to the Children's Online Privacy Protection Act or similar laws; or (g) any other information that is subject to specific security requirements under Applicable Laws.

"Protected Party" means a party to this Agreement when the party is receiving the benefit of protection for a particular Covered Claim.

"Recipient" means a party to this Agreement when the party receives Confidential Information from the other party.

"Software" means the client-side software or applications made available by Provider for Customer to install, download, or execute as part of the Product.

"Usage Data" means data and information about the provision, use, and performance of the Product and related offerings based on Customer's or User's use of the Product.

"User" means any individual who uses the Product on Customer's behalf or through Customer's account.

"Variable" means a word or phrase that is highlighted and capitalized, such as Subscription Period or Governing Law.