Terms of Service

1. Service

1.1 Access and Use

You may (a) access and use the Service; and (b) copy and use the included Software only as needed to access and use the Service, in each case, for its internal business purposes or personal productivity.

1.2 User Accounts

You are responsible for all Users' actions on your account(s) and for all Users' compliance with this Agreement. You and any Users who use your account must protect the confidentiality of their passwords and login credentials. You agree to promptly notify us if you suspect or know of any fraudulent activity with your accounts, passwords, or credentials, or if they become compromised. You agree to provide and maintain true, accurate, current and complete information about yourself. For organization accounts, designated administrators may manage User access and settings. Each User must have their own individual credentials that may not be shared.

1.3 Feedback and Usage Data

You may, but are not required to, give us Feedback, in which case you give Feedback "AS IS". We may use all Feedback freely without any restriction or obligation. In addition, we may collect, analyze and use Usage Data to maintain, improve, enhance, and promote our products and services without restriction or obligation. However, we may only disclose Usage Data to others if the Usage Data does not identify you or Users.

1.4 Customer Content

We may copy, display, modify, and use Customer Content only as needed to provide, improve and maintain the Service and related offerings. You are responsible for the accuracy and content of Customer Content.

1.5 Service Modifications and Availability

We may modify features of the Service to improve functionality, security, or performance. For material adverse changes to core functionality, we will provide at least 30 days advance notice. If we discontinue a material feature of the Service, you may terminate your subscription and receive a pro-rated refund of prepaid fees. We will not be liable for modifications that: (i) improve the Service, (ii) are required for security or legal compliance, or (iii) do not materially reduce the core functionality of the Service as described in our documentation.

2. AI and Machine Learning

2.1 AI Features

The Service uses artificial intelligence and machine learning to deliver certain features, including checklist generation and task suggestions ("AI Features"). You acknowledge that outputs from these AI Features may not always be accurate, complete or appropriate. You agree to evaluate the accuracy of any output. We do not warrant that the AI Features will be error-free, accurate, or suitable for any particular purpose.

2.2 Customer Data and Usage Data

We will not use your Customer Content to train any AI models, whether our own or those of third parties. We may collect and analyze Usage Data (such as feature usage patterns, performance metrics, and interaction data) to maintain, improve, and enhance our Service. Before using any data for service improvement, we ensure it cannot be attributed to any specific customer.

2.3 Third-Party AI Components

When we utilize third-party AI providers as part of providing the Service, we will (i) share such data solely for processing your request; (ii) not permit third-party providers to retain, use, or train on your actual data for any purpose other than providing their requested service feature.

3. Restrictions & Obligations

3.1 Restrictions on Customer

Except as expressly permitted by this Agreement, you will not (and will not allow anyone else to):

• Reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Service (except to the extent Applicable Laws prohibit this restriction)
• Provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Service
• Remove any proprietary notices or labels
• Copy, modify, or create derivative works of the Service
• Conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Service
• Access accounts, information, data, or portions of the Service to which you do not have explicit authorization
• Use the Service to develop a competing service or product
• Use the Service with any High Risk Activities or with any activity prohibited by Applicable Laws
• Use the Service to obtain unauthorized access to anyone else's networks or equipment
• Upload, submit, or otherwise make available to the Service any Customer Content to which you and Users do not have the proper rights

3.2 Suspension and Termination

We may suspend or terminate your access to the Service if we reasonably determine it is necessary to:

• Address violations of this Agreement or our Acceptable Use Policy
• Comply with applicable law or legal process
• Protect the security, integrity, or availability of the Service
• Prevent harm to you, other users, or the public

We will provide at least 30 days advance notice except where: (i) you are in material breach of this Agreement, (ii) providing notice could compromise security or violate law, or (iii) immediate action is required to prevent harm.

Following termination, your data will remain available for export for 60 days. We will not be liable for termination undertaken in good faith compliance with these Terms, provided that this limitation will not affect any accrued rights or obligations.

3.3 Other Users

You agree that we have no responsibility or liability for interactions with others on the Service. We retain the right, but not the obligation, to become involved with disputes between users.

4. Privacy, Security & Retention

4.1 Personal Data

Customer represents and warrants that any Personal Data submitted to the Service has been collected, processed, and transferred in accordance with Applicable Data Protection Laws. You are responsible for obtaining all necessary consents, permissions, and legal bases prior to submitting Personal Data to the Service. You agree to indemnify and hold us harmless from any claims, damages or liabilities arising from your failure to comply with Applicable Data Protection Laws in relation to such Personal Data.

4.2 Security

We will implement appropriate technical and organizational measures designed to protect against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Content. You agree to notify us immediately at support@triplechecklist.com of any potential or actual security issue you notice while using the Services. You agree that we are not responsible for electronic communications or content which are lost, altered, intercepted or stored without authorization during the transmission across networks or other services not owned and/or operated by us.

4.3 Retention and Storage Limits

You acknowledge that we may set reasonable limits on data retention periods and storage space allocated to your account. While we implement industry-standard backup and disaster recovery procedures, we cannot guarantee against all forms of data loss. We will use commercially reasonable efforts to maintain the integrity and availability of your data. We reserve the right to close accounts that have been inactive for more than 180 days after providing 30 days notice and opportunity to export data.

4.4 Security Standards

We maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Content. We implement security practices aligned with industry standards for legal technology platforms and regularly review and update our security measures to address evolving threats. Upon request from enterprise customers, we will provide reasonable information about our security practices under appropriate confidentiality terms.

5. Payment & Taxes

5.1 Fees

All Fees are in U.S. dollars, exclusive of taxes, and are based on subscription(s) purchased, regardless of actual usage. Unless otherwise specified, Fees are charged on a monthly or annual basis, according to the subscription plan you select. Except for the prorated refund of prepaid Fees allowed with specific termination rights given in this Agreement, Fees are non-refundable.

5.2 Automatic Renewal

Subscriptions automatically renew for the same duration as the current subscription term at then-current rates unless you notify us of non-renewal before the end of your current subscription period. By subscribing, you authorize us to charge your payment method for the renewal term. You may cancel auto-renewal at any time by emailing support. For enterprise agreements with negotiated pricing, renewal pricing will be as specified in your agreement or Order Form.

5.3 Taxes

You are responsible for all duties, taxes, and levies that apply to Fees, including sales, use, VAT, GST, or withholding, that we itemize and include in an invoice. However, you are not responsible for our income taxes.

5.4 Price Changes

If we change prices, we will notify you at least 30 days before the change. By continuing to use the service after the price change takes effect, you agree to be charged the full amount.

5.5 Payment Dispute

If you have a good-faith disagreement about the Fees charged or invoiced, you must notify us 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. If no resolution is agreed, each party may pursue any remedies available under the Agreement or Applicable Laws.

6. Term & Termination

6.1 Term

This Agreement is effective when you sign up for or otherwise begin using the Service (the "Effective Date"), continues through the Subscription Period, and automatically renews for additional Subscription Periods unless one party gives notice of non-renewal to the other party before the end of the current subscription period, in which case the Agreement will end at the end of the current subscription period.

6.2 Termination

Either party may terminate the Agreement immediately:

• If the other party fails to cure a material breach of the Agreement following 30 days notice
• Upon notice if the other party (i) materially breaches the Agreement in a manner that cannot be cured; (ii) dissolves or stops conducting business without a successor; (iii) makes an assignment for the benefit of creditors; or (iv) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.

6.3 Force Majeure

Either party may terminate this Agreement upon notice if a Force Majeure Event prevents the Service from materially operating for 30 or more consecutive days. We will pay you a prorated refund of any prepaid Fees for the remainder of the Subscription Period. A Force Majeure Event does not excuse Customer's obligation to pay Fees accrued prior to termination.

6.4 Effect of Termination

Upon any expiration or termination:

• You will no longer have any right to use the Service.
• Upon your request, we will delete Customer Content within 60 days.
• Each Recipient will return or destroy Discloser's Confidential Information in its possession or control.
• We will submit a final bill or invoice for all outstanding Fees accrued before termination and you will pay the invoice according to Section 5 (Payment & Taxes).

6.5 Survival

The following sections will survive expiration or termination of the Agreement: Section 1.3 (Feedback and Usage Data), Section 2 (AI and Machine Learning), Section 3.1 (Restrictions on Customer), Section 5 (Payment & Taxes) for Fees accrued or payable before expiration or termination, Section 6.4 (Effect of Termination), Section 6.5 (Survival), Section 7 (Representations & Warranties), Section 8 (Disclaimer of Warranties), Section 9 (Limitation of Liability), Section 10 (Indemnification), Section 11 (Confidentiality), Section 12 (Reservation of Rights), Section 13 (General Terms), and Section 14 (Definitions).

Each Recipient may retain Discloser's Confidential Information in accordance with its standard backup or record retention policies maintained in the ordinary course of business or as required by Applicable Laws, in which case Section 4 (Privacy, Security and Retention) and Section 11 (Confidentiality) will continue to apply to retained Confidential Information.

7. Representations & Warranties

7.1 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; and (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement.

7.2 From Customer

You represent and warrant that you, 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 Service and to allow the use of Customer Content as described in the Agreement, including complying with necessary laws and regulations.

7.3 From Provider

We represent and warrant to you that we will not materially reduce the general functionality of the Service.

7.4 Provider Warranty Remedy

If we breach the warranty in Section 7.3 (Representations & Warranties from Provider), you must give us notice (with enough detail for us to understand or replicate the issue) within 45 days of discovering the issue. Within 45 days of receiving sufficient details of the warranty issue, we will attempt to restore the general functionality of the Service. If we cannot resolve the issue, you may terminate your subscription and we will pay you a prorated refund of prepaid Fees for the remainder of the Subscription Period. Our restoration obligation, and your termination right, are your only remedies if we do not meet the warranty in Section 7.3 (Representations & Warranties from Provider).

8. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." We make no guarantees that the Service will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in Section 7 (Representations & Warranties) do not apply to any misuse or unauthorized modification of the Service, nor to any product or service provided by anyone other than us. Except for the warranties in Section 7 (Representations & Warranties), we and you each disclaim all other warranties and conditions, whether express or implied, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.

9. Limitation of Liability

9.1 Liability Caps

Each party's total cumulative liability for all claims arising out of or relating to this Agreement will not be more than the fees paid or payable by Customer to provider in the 12-month period immediately before the claim.

9.2 Damages Waiver

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 is informed of the possibility of this type of damage in advance.

9.3 Applicability

The limitations and waivers contained in Sections 9.1 (Liability Caps) and 9.2 (Damages Waiver) apply to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise.

9.4 Time Limitation

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

10. Indemnification

10.1 Protection by Provider

We will indemnify, defend, and hold you harmless from and against all Provider Covered Claims made by someone other than you, your Affiliates, or Users, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees and other legal expenses, that arise from the Provider Covered Claims.

10.2 Protection by Customer

You will indemnify, defend, and hold us harmless 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 arise from the Customer Covered Claims.

10.3 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 over the defense and settlement of each Covered Claim. A Protected Party may participate in a Covered Claim for which it seeks protection with its own attorneys only at its own expense. The Indemnifying Party may not agree to any settlement of a Covered Claim that contains an admission of fault or otherwise materially and adversely impacts the Protected Party without the prior written consent of the Protected Party.

10.4 Changes to Service

If required by settlement or court order, or if deemed reasonably necessary in response to a Provider Covered Claim, we may: (a) obtain the right for you to continue using the Service; (b) replace or modify the affected component of the Service without materially reducing the general functionality of the Service; or (c) if neither (a) nor (b) are reasonable, terminate the Agreement and issue a pro-rated refund of prepaid Fees for the remainder of the Subscription Period.

10.5 Exclusions

Our obligations as an Indemnifying Party will not apply to Provider Covered Claims that result from (i) modifications to the Service that were not authorized by us or that were made in compliance with your instructions; (ii) unauthorized use of the Service, including use in violation of this Agreement; (iii) use of the Service in combination with items not provided by us; or (iv) use of an old version of the Service where a newer release would avoid the Provider Covered Claim; (v) your failure to implement any update, upgrade, or patch we provide for security or compliance purposes; or (vi) any Beta Service or free offerings.

Your obligations as an Indemnifying Party will not apply to Customer Covered Claims that result from the unauthorized use of the Customer Content, including use in violation of this Agreement.

10.6 Exclusive Remedy

This Section 10 (Indemnification), together with any termination rights, describes each Protected Party's exclusive remedy and each Indemnifying Party's entire liability for a Covered Claim.

11. Confidentiality

11.1 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 a reasonable standard of care.

11.2 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 someone else who is authorized to make the disclosure; or (d) Recipient independently developed without use of or reference to Discloser's Confidential Information.

11.3 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.

11.4 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 11 (Confidentiality) and Recipient remains responsible for everyone's compliance with the terms of this Section 11 (Confidentiality).

11.5 Extended Confidentiality for Legal Matters

Notwithstanding any other provision in this Agreement, the parties acknowledge that Customer Confidential Information may be subject to attorney-client privilege, work product protection, or professional conduct rules requiring extended or perpetual confidentiality. For any Customer Confidential Information identified as subject to such legal or professional obligations, Provider's confidentiality obligations shall continue for the period required by applicable law, professional rules, or court order, which may extend beyond the standard survival period or may be perpetual. Provider agrees to cooperate with Customer's reasonable requests to maintain such extended confidentiality obligations.

12. Reservation of Rights

Except for the limited license to copy and use Software in Section 1.1 (Access and Use), we retain all right, title, and interest in and to the Service, whether developed before or after the Effective Date. Except for the limited rights in Section 1.4 (Customer Content) and Section 2 (AI and Machine Learning), you retain all right, title, and interest in and to the Customer Content.

13. General Terms

13.1 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. However, if Customer has entered into a separate written agreement with Provider (such as an enterprise agreement, master service agreement, or similar contract), the terms of such separate agreement will control over any conflicting terms in this Agreement to the extent of such conflict.

We expressly reject any terms included in your purchase order or similar document, which may only be used for accounting or administrative purposes. No terms or conditions in any of your documentation or online vendor portal will apply to your use of the Service unless expressly agreed to in a legally binding written agreement signed by an authorized representative of Provider, regardless of what such terms may say.

13.2 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. The failure of a party to enforce a term or to exercise an option or right in this Agreement will not constitute a waiver by that party of the term, option, or right.

13.3 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. 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 of the Chosen Courts.

13.4 Injunctive Relief

Despite Section 13.3 (Governing Law and Chosen Courts), a breach of Section 11 (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 11 (Confidentiality) or violation of a party's intellectual property rights, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.

13.5 Non-Exhaustive Remedies

Except where the Agreement expressly provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party. All rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right to enforce it at a later time.

13.6 Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement without consent (i) to an Affiliate, (ii) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by the terms of this Agreement, or (iii) Provider may assign its rights to payment. Any other attempted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

13.7 Beta Services

If we give you access to a Beta Service, the Beta Service is provided "AS IS" and Section 7.3 (Representations & Warranty From Provider) does not apply to any Beta Services. Customer acknowledges that Beta Services are experimental in nature and may be modified or removed at Provider's discretion with or without notice.

13.8 Logo Rights

We may identify you and use your name and logo in marketing to identify you as a user of our products and services. This permission shall be effective from the commencement of the Customer's subscription and shall continue until the subscription is terminated or upon written notice from the Customer requesting that we stop such use, whichever comes first. We agree to use the name and logo in a manner that is consistent with any branding guidelines provided by the Customer and will not alter the name and logo without the Customer's prior written consent.

13.9 Notices

Any notice given or in connection with this Agreement shall be in writing and sent by email to the following email addresses:

• Company: support@triplechecklist.com
• User: the email address associated with the User's account

Any notice shall be deemed received when sent if sent during the recipient's normal business hours, and on the next business day if sent outside of the recipient's normal business hours.

This section does not apply to the service of legal proceedings or other formal legal documents.

13.10 No partnership or agency

Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as an agent for the other, and neither party shall have the authority to act in the name of or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

13.11 No Third-Party Beneficiary

There are no third-party beneficiaries of this Agreement.

13.12 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 your obligation to pay Fees.

13.13 Export Controls

You may not remove or export from the United States or allow the export or re-export of the Service 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. Customer represents and warrants that it is not (a) a resident or national of an Embargoed Country; (b) an entity organized under the laws of an Embargoed Country; (c) designated on any list of prohibited, restricted, or sanctioned parties maintained by the U.S. government or agencies or other applicable governments or agencies, including OFAC's Specially Designated Nationals and Blocked Persons List and the UN Security Council Consolidated List; nor (d) 50% or more owned by any party designated on any of the above lists. We may terminate this Agreement immediately without notice or liability to comply, as determined in our sole discretion, with applicable export controls and sanctions laws and regulations.

13.14 Government Rights

The Service and Software are deemed "commercial items" or "commercial computer software" according to FAR section 12.212 and DFAR section 227.7202, and any documentation we provide 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 Service by the U.S. Government will be governed solely by the terms of this Agreement and all other use is prohibited.

13.15 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 us or you in retaining or obtaining business. Examples of these kinds of laws include the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.

13.16 No Legal Advice

The Service, including any AI-generated content, templates, checklists, or other materials provided through the Service, is not intended to provide legal, professional, or other advice of any kind. Nothing in the Service should be construed as legal advice or as creating an attorney-client relationship. You should consult with qualified professionals for advice specific to your situation before making any decisions based on information or materials from the Service.

13.17 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.

14. 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.

"Applicable Data Protection Laws" means the Applicable Laws that govern how the 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 Service" means an early or prerelease feature or version of the Service that is identified as beta or similar, or a version of the Service that is not generally available.

"Chosen Courts" means the state or federal courts located in Delaware.

"Service" means the collaborative checklist and task management platform along with any other sites that we use to operate our business.

"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 or proprietary due to its nature and the circumstances of its disclosure. Confidential Information includes the existence of this Agreement. Customer's Confidential Information includes non-public Customer Content and Provider's Confidential Information includes non-public information about the Service.

"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 Service but excludes Feedback.

"Customer Covered Claims" means any action, proceeding, or claim that (1) the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else's intellectual property or other proprietary rights; or (2) results from Customer's breach or alleged breach of Section 3.1 (Restrictions on Customer).

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

"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 Service or related offerings.

"Fees" means the subscription fees you pay us to use the Service, as specified as our pricing page, subscription page, or other ordering document.

"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, act of terrorism, or public utility or internet failure.

"Governing Law" means the laws of the State of Delaware.

"High Risk Activity" means any situation where the use or failure of the Service could be reasonably expected to lead to death, bodily injury, or environmental damage.

"Indemnifying Party" means a party to this Agreement when the party is providing protection for a particular Covered Claim.

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

"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.

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

"Provider Covered Claims" Any action, proceeding, or claim that the Service, when used by Customer according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else's intellectual property or other proprietary rights.

"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 (whether onto a machine or in a browser), or execute as part of the Service.

"Subscription Period" means one month or one year, depending on your selection.

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

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