Last Updated: 25 June 2025
a. Access. During the Subscription Term, we will provide your Users access to use the Subscription Service as described in this Agreement and the applicable Order. You may provide access and use of the Subscription Service to your Affiliate’s Users or allow them to use the Services purchased under this Order; provided that all such access, use, and receipt by your Affiliate’s Users are subject to and in compliance with the Agreement and you will at all times remain liable for your Affiliates’ compliance with the Agreement.
b. Additional Features. You may subscribe to additional features of the Subscription Service by placing an additional Order. This Agreement will apply to all additional Order(s).
c. Limits. The limits that apply to you will be specified in your Order Form and this Agreement.
d. Modifications. We may modify the Subscription Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience.
e. Customer Support. We accept email and in-app support questions 24 hours per day X 7 days per week. We attempt to respond to email and in-app support questions within one business day. We do not promise or guarantee any specific response time. We may limit or deny your access to support if we determine, in our reasonable discretion, that you are acting, or have acted, in a way that results or has resulted in misuse of support or abuse of our representatives.
f. Prohibited and Unauthorised Use. You will not use the Subscription Service in any way that violates the terms of the Agreement or for any purpose or in any manner that is unlawful or prohibited by this Agreement. You may not use the Subscription Service if you are legally prohibited from receiving or using the Subscription Service under the laws of the country in which you are accessing from. You will notify us right away of any unauthorised use of your User’s identifications and passwords on your account.
g. No Sensitive Information. You acknowledge that the Subscription Services have not been designed to process or manage sensitive information and accordingly you agree not to use the Subscription Service to manage or process sensitive information. We will not have and we specifically disclaim any liability that may result from your use of the Subscription Service to manage or process sensitive information.
a. Subscription Fees. The Subscription Fee will remain fixed during your initial term of subscription unless (i) you upgrade products or base packages, (ii) you subscribe to additional features or products.
b. Fee Adjustments at Renewal. Upon renewal, we may increase or decrease your fees according to our then-current list price set out in our Product Pricing. If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your then-current term by giving the notice required in the ‘Notice of Non-Renewal’ section below (clause 3.b.).
c. Payment by credit card. If you are paying by credit card, you authorise us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorise us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
d. Payment against invoice. If you are paying by invoice, we will invoice you no more than forty-five (45) days before the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order.
e. Payment Information. You will keep us updated with your contact information, billing information and credit card information (where applicable) up to date. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term.
f. Sales Tax. All fees are exclusive of taxes, levies or duties applicable under any applicable law, unless otherwise stated herein. Client is solely responsible for the payment of such taxes, levies or duties.
a. Term and Renewal. Your initial subscription period will be specified in your Order, and unless otherwise specified in your Order, your subscription will automatically renew for the shorter of the subscription period, or one year.
b. Notice of Non-Renewal. Unless otherwise specified in your Order, to prevent renewal of your subscription, you or we must give written notice of non-renewal. If you decided not to renew, you may send a non-renewal notice to us by indicating that you do not want to renew your term.
c. Late Payments. We will notify you if we do not receive payment towards the Subscription Charges within the due date for your account. We must receive payments within a maximum of fifteen (15) days from the date of our notice. If we do not receive payment within the foregoing period of time, in addition to our right to other remedies available under law, we may (i) charge an interest for late payment @ 1.5% per month and/or; (ii) suspend your account to the use of the Service(s) until we receive your payment towards the Subscription Charges as specified herein and/or; (iii) terminate your account.
d. Early Cancellation. You may choose to cancel your subscription early at your convenience provided that we will not be offering any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term.
e. Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Subscription Service: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.
This Agreement may not otherwise be terminated prior to the end of the Subscription Term.
g. Suspension for Non-Payment. We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Services ten (10) days after such notice.
a. You are responsible for procuring and maintaining the network connections that connect you to the service(s). Your access to and use of the Service(s) may require you to use or maintain specific browser software, security certifications and other procedures that support protocols used by the Service(s).
b. You may not be able to access or use the Service(s): (i) during planned downtime for upgrades and maintenance to the Service(s) of which we will use commercially reasonable efforts to notify you in advance through our Service(s), and (ii) during any unavailability caused by circumstances beyond our reasonable control such as but not limited to, acts of God, acts of Government, acts of terror or civil unrest, technical failures beyond our reasonable control (including, without limitation, inability to access the internet), or acts undertaken by third parties, including without limitation, distributed denial of service attacks.
c. We will use commercially reasonable efforts to schedule planned downtime during off-peak hours/days.
a. Our Service(s). We may update our Service(s) from time to time and you may receive notifications of such upgrades, enhancements or updates. Any new or modified features added to, or augmenting or otherwise modifying the Service(s) or other updates, modifications or enhancements to the Service(s) are also subject to these Terms and we reserve the right to deploy updates at any time.
a. Customer’s Proprietary Rights. You own and retain all rights to the Customer Data. This Agreement does not grant us any ownership rights to Customer Data. You grant permission to us and our licensors to use the Customer Data only as necessary to provide the Subscription Service to you and as otherwise permitted by this Agreement. If you are using the Subscription Service on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.
b. Data Practices and Machine Learning. We may monitor use of the Subscription Service by all of our customers and use the information gathered in an aggregate and anonymised manner. We may use Customer Data in an anonymised manner for machine learning.
c. Protection of Customer Data. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Personal Data.
d. Compliance with Data Protection Laws. Each party shall comply with all applicable data protection and privacy laws and regulations in the performance of its obligations under this Agreement, including but not limited to the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the California Consumer Privacy Act (“CCPA”), and any other applicable legislation. Where applicable, the parties agree to execute a Data Processing Agreement (DPA) governing the processing of Personal Data.
e. Data Breach Notification. In the event of a confirmed security incident or data breach affecting Customer Data, we will notify you without undue delay, and in any event within [72 hours] of becoming aware of the breach, providing sufficient information to allow you to meet any obligations under applicable data protection laws. We will take all commercially reasonable steps to mitigate the effects and minimize any damage resulting from the breach.
f. Data Retention and Deletion. Upon expiration or termination of this Agreement, we will retain Customer Data for a period of 12 months (unless otherwise required by law) to allow for data export by you. After this period, we will securely delete or anonymise all Customer Data in accordance with our data retention policy, unless we are legally required to retain it.
a. This is an agreement for access to and use of the Subscription Service, and you are not granted a license to any software by this Agreement. The Service is protected by intellectual property laws, belonging to and are the property of us, and we retain all ownership rights to them. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on our Service(s).
a. You understand that we are not responsible for providing technical support for your integration party. To this extent, you shall address any comments, queries, complaints or feedback about their service(s) to the respective developers or publishers.
a. You may upgrade or downgrade within a Service Plan or between two Service Plans. You understand that downgrading may cause loss of content, features, or capacity of the Service(s) as available to you before downgrading your account. We will not be liable for such loss. When you upgrade, the new Subscription Charges become immediately applicable. Upon upgrade, the new Subscription Charges for the subsisting month would be charged on a pro-rated basis and your credit card will be charged automatically. Subsequent months will be charged in full according to the new Subscription Charges. Upon downgrade, no refunds will be provided. Your account will be auto downgraded from the next billing period.
a. Some features are offered as add-ons without the Service. If you add on a feature that has a charge, you will then be billed that additional amount with each billing cycle for as long as the add-on is active.
You and your authorized Users may use our Services and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, neither the company or any user may:
a. Confidentiality obligations. Each of us will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each of us protects our own Confidential Information, and in any event, no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each of us may use the other’s Confidential Information solely to exercise our respective rights and perform our respective obligations under these Terms and shall disclose such Confidential Information solely to those of our respective employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information. The provisions of this sub-section shall supersede any non-disclosure agreement by and between You and Us entered prior to these Terms that would purport to address the confidentiality of Your Data and such agreement shall have no further force or effect with respect to Your Data.
a. You will indemnify, defend and hold us and our Affiliates harmless, at your expense, against any third-party claim, suit, action, or proceeding brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us or our Affiliates to the extent that such action is based upon or arises out of:
a. Disclaimer of Warranties. WITHOUT LIMITING OUR OBLIGATIONS IN THE PROTECTION OF CUSTOMER DATA, WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY, OF THE SUBSCRIPTION SERVICE, FOR ANY PURPOSE. THE SUBSCRIPTION SERVICE(S) ARE PROVIDED ‘AS IS’ WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SUBSCRIPTION SERVICE, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
b. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY; PROVIDED THAT, THIS LIMITATION WILL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES.
c. Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
d. Agreement to Liability Limit. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO YOU.
We reserve the right, upon reasonable prior notice and during normal business hours, to audit your use of the Subscription Service to verify compliance with the terms of this Agreement. Such audit shall not unreasonably interfere with your normal business operations. If any audit reveals that you have materially breached this Agreement, including exceeding authorized usage limits, you agree to promptly cure the breach and pay any additional fees due as a result of such non-compliance. We shall bear the cost of such audits unless non-compliance is found, in which case you shall bear the reasonable costs.
This Agreement, including all referenced documents and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral, relating to such subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.
