The Gist Platform Terms of Service, as amended by us from time to time ("Terms" or "Agreement") are a legally binding contract between Bradwell Tech, Inc. d/b/a Gist, a Delaware corporation ("Company", "we" or "us") and you, meaning either (i) an individual user registering and acting on your own behalf (in which case "User" shall have the same meaning as "you" or "Customer"); or (ii) the company or other legal entity, on behalf of which you are accepting these Terms and using the Services ("you" or "Customer").
These Terms govern your and your Users' access and use of Company's AI-powered legal operating system for actions such as legal research, drafting and review and its underlying technologies (the "Platform"), as hosted on a third party cloud service. The Platform may be accessed via Company's website at www.gist.legal ("Website"), or via our software applications (including any dedicated API), in the scope set out in the Order ("Services"). By subscribing to the Services online, or by executing an offline order form or agreement with Company linking to or incorporating these Terms (each of an online self-subscription pursuant to our pricing plans, or an offline order form shall be referred to as an "Order"), or by using the Services, you hereby accept these Terms. If you accept the Terms on behalf of a legal entity, you must have the authority to accept these Terms on such entity's behalf. If the legal entity that you represent does not agree with these Terms, you must not accept them or use the Services or Platform.
Please note that:
The use of the Services and Platform may be subject to additional guidelines, policies, terms or rules, which will be posted on our Website, or may be viewed via the Platform and may be updated by us from time to time, including our Privacy Policy available at www.gist.legal/privacy-policy. All such additional guidelines, policies, terms and rules are incorporated by reference into these Terms.
These Terms apply to your use of the Services and Platform. To the extent you only access and use Company's Website, other than pursuant to an Order in connection with your use of the Services and Platform, then such access and use will be governed by Company's Website terms as may be made available and updated by us from time to time on the Website.
Company is a multi-purpose AI‑powered legal assistant intended for legal professionals. It does not replace your professional judgment as a legal professional, and you should always check and validate our Output. If you are not a duly licensed and qualified lawyer or does not operate under the direction, control, or supervision of a duly licensed and qualified lawyer, you will always ensure that any Output is reviewed or confirmed by a duly licensed and qualified lawyer.
1.1. Subject to your compliance with these Terms and the Order (including the payment of any Fees), for the Subscription Term Company hereby grants you and, to the extent you are a legal entity, your Affiliates, a non-exclusive, limited, non-transferable and non-sublicensable, royalty-free, revocable right to access and use the Platform, by up to the maximum number of your and your Affiliates' permitted employees or contractors ("Users") as set out in the Order, solely for your internal business purposes. The above right includes the right to use and reproduce any technical documentation and specifications made available by Company to Customer in connection with the aforementioned access and use (the "Documentation") in a reasonable number of copies, strictly as necessary for Customer's use of the Services and Platform. Customer remains responsible towards Company for the acts and omissions of its Affiliates and Users. The Services and the Platform access and use rights are licensed, not sold.
In these Terms, an "Affiliate" of a party means a legal entity controlled by, or under common control with, such party. For purpose of this definition, "control" means ownership of more than 50% of the voting interests of a legal entity, the power to appoint or elect a majority of the board of directors or similar governing body, or the power to direct or cause the direction of the management and policies of such entity.
1.2. Customer must register and establish an account with Company in order to use the Services (the "Account"), including a sub-account for each User. In connection with the Account and your use of the Services, you represent that (1) you are entitled to disclose the information provided in your registration, without breach of any obligations or violation of any rights of third parties; and (2) if you are an individual accepting these Terms on behalf of a legal entity, that you are at least 18 years old or of sufficient legal age to accept these Terms in accordance with the laws of your jurisdiction.
1.3. Customer is responsible that each User shall provide the Company with accurate, complete, and updated registration information, and shall: (a) be responsible for all acts or omissions of Users, their use of the Platform and Website and their compliance with these Terms; (b) not allow sharing of an Account's username or password and not allow anyone other than Users to access and use Customer's Account and shall be held responsible if the Account is used by any other person then the User; (c) not register an Account via automated means; (d) ensure that the login details for each User are only used by that Users, and that multiple individuals do not share the same login details; and (e) promptly notify the Company in writing if Customer becomes aware of any unauthorized access or use of Customer's Account.
1.4. SSO and Third-Party Accounts. As part of the functionality of the Services, you may link your Account with your accounts with Third Party Service, including, but not limited to Google Workspace and Microsoft 365 (each such account, a "Third-Party Account") by either: (i) registering and/or logging into the Platform via your Third-Party Account credentials ("SSO"); and (ii) allowing Company to access and use your Third-Party Account for the provision of the Platform and Services, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to authorize authentication to the Platform via SSO and/or grant Company access to your Third-Party Accounts, without breaching any of the agreements or licenses that govern your use of the applicable Third-Party Account and without obligating Company to pay any fees.
1.5. Support. We will make commercially reasonable best efforts to keep the Platform available, and may attempt to provide support for the Platform and the Services if and when we are able to. All support requests should be directed to hello@gist.legal.
1.6. Use Restrictions. You may not, and you may not assist or permit any other person to (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, or algorithms of the Platform; (b) use the Platform or Output to develop, improve or train a competing product, service, or model; (c) access or use the Platform in violation of applicable export control laws, rules and regulations, or intentional sanctions; (d) access the Platform in any way other than the interface provided by the Company or use automated means to scrape or extract content from the Platform; (e) publish, sell, distribute, assign, pledge or transfer (by any means), display, sublicense (other than to your Users), rent, lease or otherwise share the rights granted to you under this Agreement to any third party other than as expressly permitted herein, or use the Platform to provide managed services or as a service bureau arrangement; (f) use the Services or the Platform in violation of applicable laws, to transmit any illegal, immoral, unlawful and/or unauthorized materials, or to harvest or collect Personal Data (as defined below) without individuals' express consent or other legal basis; (g) use, the Platform or the Services to transmit or otherwise make available any malicious code, including any virus, worm, trojan horse, time bomb, web bug, spyware, or any other malicious or harmful computer code, file, or program; (h) interfere with or disrupt the integrity, performance or operation of, the Services, the Platform or any part thereof, including any servers or networks provided by third party service providers; (i) tamper with or bypass any security or ethical guardrails of the Platform; (j) copy, modify, distribute, create derivative works (other than Output), translate, or port the Platform or Services, or any material that is subject to Company's proprietary rights; (k) misrepresent or impersonate any person or entity, or falsely state your affiliation, or express or imply that Company endorses you in any manner, or represent or distribute inaccurate information about the Platform or the Services; (l) except as specifically permitted in writing by Company, use the name, trademarks, trade-names, and logos of Company, or remove the copyright, trademark or other proprietary notices contained on or in the Platform, Services or Documentation; and/or (m) other than in the Output, represent that you possess any proprietary interest in the Platform, Services, Documentation, or any part or in any derivative thereof.
The Company may offer, from time to time, certain of its services on free trial versions, and/or offer certain services as experimental pre-release, alpha or beta versions (together, "Trial Services"). The Company reserves the right to modify, cancel and/or limit a Trial Service at any time without notice or liability. The Company will use its best endeavors to identify Trial Services as such. Since Trial Services are experimental, they may be incomplete, contain bugs, suffer disruptions and not operate as intended and designated more than usual. Trial Services are governed by this Agreement, provided that notwithstanding anything in this Agreement or elsewhere to the contrary (i) Trial Services are made available hereunder on as "As-Is" and "As Available" basis, with no warranties, express or implied, of any kind; and (ii) in no event shall the total aggregate liability of the company in connection with trial services exceed US$100.00. The Company makes no promises that any Trial Service will be made available to Customer or be generally available.
3.1. The Fees we may charge in consideration of your rights and our obligations under this Agreement ("Fees"), and any additional terms applicable thereto are detailed in the Order, including payment frequencies and determination of the Fees. You are responsible for providing complete and accurate billing and contact information and to update us of any changes to such information. Billing may be performed by a Third Party Service provider of the Company. Charges will be made either in advance or in arrears as provided in the Order, and are made either monthly, annually or in any other billing frequency or method offered by Company, or, if applicable, its reseller or vendor. Each party is responsible for payment of its own taxes, and taxes will not be deducted from payments to Company, except as required by applicable law, in which case you will gross-up the amount to make up for the shortfall. Subject to any express provision to the contrary in the Order, we may increase the Fees by providing a prior written notice of at least 30 days, provided that any Fees increase will only commence on the next Renewal Term and apply prospectively.
3.2. You will pay, and you authorize Company or Company's Affiliates, billing service providers, resellers or vendors (if applicable) to charge using your selected payment method for all Fees with respect to Services you subscribed to. Delinquent payments may bear compounded interest, as of the payment due date and until paid in full, at a rate equal to the lower of (i) 1.5% per month, or (ii) the highest rate permitted by law. In addition, Customer will be responsible for all reasonable expenses (including reasonable attorneys' fees) incurred by the Company in collecting any due and unpaid Fees. You are aware that use of the Platform in excess of the maximum User number subscribed to and permitted under the Order may result in additional Fees per additional User. Fees are non-refundable except as expressly set out in this Agreement or Order, or if required by law.
4.1. We own our intellectual property. As between the parties all intellectual property rights in and to the Platform, Services, Documentation, and any part thereof, including any and all derivatives, changes and improvements thereof lie exclusively with Company and its licensors.
4.2. You own your content. As between the parties, Customer is, and shall be, the sole and exclusive owner of all Input (as defined below) and of all other content, information and documents provided by Customer to Company or shared with the Platform to enable the provision of the Services and the generation of the Output (collectively, "Customer Content"). For the avoidance of doubt, Customer Content does not include Usage Data or Feedback. For the Subscription Term, Customer hereby grants to Company and its applicable licensors (including third-party AI models generating the Output) a worldwide, non-exclusive, limited, royalty-free, non-transferable and non-sublicensable, revocable license to (1) use, modify and analyze the Customer Content in order to perform the Services; and (2) integrate with and access certain Third Party Services and Customer's accounts with such Third Party Service providers, for each of (1)-(2), solely to permit Company to provide the Customer with the Platform access and use rights and Services hereunder, to support Customer's use and protect the Platform and to comply with applicable laws and policies.
4.3. Company may collect and use deidentified and aggregated usage, analytics, anonymized content, anonymized elements derived from Customer Content, and statistical information about Customer's access to and use of the Platform ("Usage Data") and may freely use such Usage Data for its legitimate business purposes (including improvement and development of current and future products and services), provided Company will not share Usage Data with third parties except in anonymized and aggregated form or as otherwise permitted under Section 7, and that the Usage Data will not identify (and cannot reasonably be used to identify) Customer, its Users, clients or any individual.
4.4. If Customer chooses to provide Company with any feedback or suggestions regarding the operation of the Platform ("Feedback"), then Customer hereby agrees that Company may freely use and incorporate such Feedback into any of Company's current or future products and services, provided that Company's use of the Feedback shall not directly or indirectly, identify Customer, its Users, client or any individual. All Feedback is provided "as-is" without representations and warranties of any kind.
4.5. You acknowledge that certain software components or repositories of the Services may be covered by open-source licenses promulgated by the Open-Source Initiative or by the Free Software Foundation ("Open-Source Component"). If the applicable open-source license applying to Open-Source Components prohibits any of the restrictions in these Terms, such restrictions will not apply to such Open-Source Components. In the event there is conflict between these Terms and the open-source licenses governing an Open-Source Component, the open-source license terms will prevail solely with respect to such Open-Source Component.
4.6. Input & Output. As between the parties, any user prompts, instructions or other queries Customer provides to the Platform ("Input") are owned by Customer and considered Customer Content. Subject to Customer's compliance with this Agreement and payment of all due Fees, Company relinquishes all rights it might have in the output generated by Third Party Service AI models via the Platform which is based on Customer's Input and Customer Content (the "Output"). Company hereby assigns to Customer all its right, title and interest in and to the Output, without making any representation or warranty as to the nature of such rights. Customer acknowledges and agrees that: (i) the Output does not constitute legal, investment or any other form of regulated professional advice; (ii) the Output may contain errors, hallucinations, inaccuracies, or may be incomplete; and (iii) the Output may not be unique, and the Platform may generate similar or identical outputs for other users and customers providing similar inputs.
4.7. No Third Party LLM Model Training. Customer Content transmitted by Company to Third Party Service providers, such as Third Party Service LLMs or AI models, is not used to train the AI models of those Third Party Service providers. Company has opted out of, and will opt out of, all available options to do so, as applicable, for each Third Party Service provider.
5.1. In this Agreement, "Personal Data" means personal data, personally identifiable information or personal information, as such terms are defined by applicable privacy laws. We are committed to protecting your and your Users' Personal Data and handling it in accordance with applicable privacy and data protection laws.
5.2. For Personal Data that we process for our own purposes, as set out in the Privacy Policy, the collection, use and sharing of such Personal Data are governed by our Privacy Policy, as updated from time to time. By using the Services, you agree to the practices described in the Privacy Policy.
5.3. For Personal Data that we process on your behalf for the provision of the Services, when processing such Personal Data on your behalf, Company only collects and uses such Personal Data as necessary to provide and support the Services, or as otherwise instructed by Customer. Regarding this type of Personal Data that we process on your behalf, the following shall apply:
5.3.1. We will ensure that such Personal Data is only accessed by our employees which are bound by applicable confidentiality undertaking;
5.3.2. We will implement appropriate technical and organizational measures to safeguard the Personal Data, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing, as well as the varying likelihood and severity for the rights and freedoms of natural persons;
5.3.3. To the extent applicable to the nature of the Service, we will assist you in compliance with your obligations pursuant to Article 32 to 36 of the EU's General Data Protection Regulation (GDPR) (where it applies), and specifically with the need to reply to data subjects' requests.
5.3.4. We will provide on the Website a list of our sub-processors which we may share Personal Data with, and will provide an advance notice of any changes to the list, providing you with an opportunity to object to such appointment within three (3) days following the publication.
5.3.5. To the extent that we retain such Personal Data, we will delete such data upon termination of your use of the Services. To the extent applicable, we will allow you to export such data.
5.3.6. We will make available all information necessary to demonstrate compliance with our legal obligations and will contribute to audits, including inspections.
5.4. You will not share with the Platform any "protected health information" or Personal Data which constitutes "sensitive Personal Data" under applicable law without our consent and the appropriate agreements in place, and any sharing of such data with the Platform is done at your own risk and peril.
5.5. In accordance with Section 4.2, we may share Customer Content and Input with Third Party Service AI models solely for the generation of Output in connection with the Services, Such shared and transmitted Customer Content is subject to our obligation in Section 4.7.
5.6. Company takes the security of your Customer Content (including Personal Data) seriously. Company undertakes to use and uses reasonable technical and organizational measures, policies and procedures designed to (a) protect the Platform and Customer Content against accidental, unauthorized or unlawful loss, access, or disclosure; (b) identify reasonably foreseeable and internal risks to Customer Content security and unauthorized access; (c) minimize such risks using industry standard measures. Company will inform Customer without undue delay after Company becomes aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Content transmitted, stored or otherwise processed by the Platform. In the event of such Customer Content breach, Company will investigate its cause and take further commercially reasonable steps to prevent further unauthorized access, loss or disclosure of the Customer Content.
You can find more details about Company's security practices, the ways we handle and protect your Customer Content and our current sub-processor list on the Website.
As part of Your use of the Services, you may elect to integrate and use together with the Platform and/or Company may provide you with various enabled features and functionalities which involve and require integrations with third parties, including third party LLMs and other AI models, and with Third-Party Accounts (each, a "Third Party Service"). Customer acknowledges that the Third Party Services are beyond Company's control, and that Customer's use of such Third Party Services is done pursuant to such Third Party Service providers' own agreements, terms and conditions, privacy and other policies. Customer acknowledges and agrees that the operation of the Third Party Services may impact, or be impacted by, the use and reliability of the Services. Customer's interaction and use of such Third Party Services in connection with the Platform does not in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by Company, or by such third party of Company, and nor any affiliation between them. Company does not assume any responsibility or liability for any Third Party Service (including with respect to their security), or any Third Party Service provider's policies, actions, omissions, or practices.
7.1. During the Subscription Term, each party may have access to certain non-public or proprietary information of the other party, in any form or media, including without limitation trade secrets and other information related to the products, software, technology, data, know-how, or business of the other party, and any other information that a reasonable person should have reason to believe is proprietary, confidential, or competitively sensitive (the "Confidential Information"). Each party shall take reasonable measures, at least as protective as those taken to protect its own Confidential Information, but in no event less than reasonable care, to protect the other Party's Confidential Information from disclosure to a third party. The receiving party's obligations under this Section 7, with respect to any Confidential Information of the disclosing party, shall not apply to and/or shall terminate if such information: (a) was already lawfully known to the receiving party at the time of disclosure by the disclosing party; (b) was disclosed to the receiving party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the receiving party has become, generally available to the public; or (d) was independently developed by the receiving party without access to, use of, or reliance on, the disclosing party's Confidential Information. Neither party shall use or disclose the Confidential Information of the other party except for performance of its obligations under this Agreement. The receiving party shall only permit access to the disclosing party's Confidential Information to its respective employees, consultants, Affiliates, agents and subcontractors having a need to know such information in connection with the performance of the receiving party's obligations hereunder, who are under nondisclosure and confidentiality duties or agreements containing terms at least as restrictive as those contained herein; in any event, the receiving party shall remain liable for any acts or omissions by such persons. The receiving party will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that it promptly notifies the disclosing party in writing of such required disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure and cooperates reasonably with the disclosing party in connection therewith. The confidentiality obligations hereunder will survive termination of the Agreement for a period of five (5) years following termination.
7.2. To the extent a separate nondisclosure agreement between the parties is in effect (an "NDA"), such NDA governs the exchange of Confidential Information (as defined in the NDA) between the parties and will apply in lieu of the provisions of Section 7.1.
8.1. Each party represents and warrants to the other party that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, that the person executing this Agreement on its behalf has authority to do so and that the execution and performance of this Agreement will not conflict with other agreements or obligations under which it is bound.
8.2. You hereby represent and warrant that: (i) you will access and use, the Platform and the Services in compliance with any and all applicable law(s), rules(s) or regulation(s) (whether in the United States or other countries); and (ii) you have provided all appropriate notices, obtained all required consents and has ongoing legal basis to allow Company to process Personal Data in accordance with the Privacy Policy and/or these Terms.
8.3. Company represents and warrants that:
(1) The Services and Platform will conform, in all material respects, to any technical specifications provided to Customer in connection with this Agreement as part of the Documentation; provided that the warranty set forth in this Section 8.3(1) shall not apply if the failure of the Services results from or is otherwise attributable to: (i) Trial Services; (ii) repair, maintenance or modification of the Platform by persons other than Company or its authorized contractors; (iii) negligent use or misuse of the Platform by Customer; (iv) use of the Platform in violation of this Agreement; (v) the combination of the Platform with equipment or software not authorized or provided by Company; in each of clauses (ii-v), if such nonconformity would not have occurred absent such excluded use or modification by the Customer;
(2) Company uses industry standard practices designed to detect and protect the Services and Platform against any viruses, "trojan horses", "worms", spyware or other harmful code designed or used for unauthorized access to or use, disclosure, modification or destruction of information within the Services and Platform or interference with or harm to the operation of the Services or any systems, networks or data, and scan the Services and Platform on a regular basis; and
(3) The Services and Customer's use thereof as permitted under this Agreement, will not be subject to any license underlying an Open-Source Component that requires any Customer Content or any software integrated, networked or used by Customer with the Services, in whole or in part, be disclosed or distributed in source code form, be licensed for the purpose of making derivative works, or be redistributable at no charge.
8.4. In the event the Services and/or Platform fail to conform with the warranty in Section 8.3(1), subject to receipt of your written notice, Company will, at its election, make efforts to cure such nonconformity or replace the affected portion of the Services. To the extent Company fails to cure or replace such nonconformity within 30 days of your written notice of the nonconformity, as your sole remedy and Company's sole liability in connection therewith, you may, within no later than 30 days of the lapse of Company's 30-days' cure period, elect to terminate your subscription under these Terms and any Order(s), and Company will refund you any Fees prepaid to Company for the remaining Subscription Term under such Order(s), prorated for the portion of time unused by Customer after Customer's notice of nonconformity.
8.5. OTHER THAN THE PARTIES' EXPRESS REPRESENTATIONS AND WARRANTIES SET OUT IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, AND EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES – STATUTORY, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. WITHOUT DETRACTING FROM THE GENERALITY OF THE FOREGOING, COMPANY PROVIDES THE PLATFORM, SERVICES, DOCUMENTATION AND OUTPUT TO CUSTOMER ON AN "AS IS" BASIS. COMPANY FURTHER DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THE PLATFORM OR ANY RELATED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER IS SOLELY RESPONSIBLE FOR THE QUALITY AND ACCURACY OF CUSTOMER CONTENT AND INPUT. COMPANY FURTHER DISCLAIMS ALL REPRESENTATIONS WARRANTIES IN CONNECTION WITH THIRD PARTY SERVICES. CUSTOMER ACKNOWLEDGES THAT WHILE THE SERVICES ARE A REVIEW, RESEARCH AND DRAFTING TOOL, THEIR OUTPUT, AND THE PROVISION OF THE SERVICES, DOES NOT CONSTITUTE LEGAL ADVICE, AND THAT THERE IS NO ATTORNEY-CLIENT RELATIONSHIP BETWEEN THE PARTIES. FURTHERMORE, WHILE COMPANY STRIVES TO PROVIDE CUSTOMER WITH A HIGH QUALITY OUTPUT, DUE TO THE NATURE OF GENERATIVE AI TECHNOLOGIES CUSTOMER ACKNOWLEDGES IT SHOULD EVALUATE THE OUTPUT IN EACH CASE, INCLUDING BY CONDUCTING HUMAN REVIEW AS NECESSARY, AND SHOULD NOT EXCLUSIVELY RELY OR HAVE OTHERS RELY ON THE OUTPUT WITHOUT EXERTING HUMAN JUDGMENT.
9.1. Except for the parties' indemnification obligations and for damages arising out of a party's fraud, willful misconduct, violation or misappropriation of the other party's intellectual property rights (including Section 1.6), and to the maximum extent permitted by law:
(1) In no event will either party's total liability to the other party for all damages arising out of or related to these Terms, the Services or the Platform exceed the Fees paid or payable by you for the Services giving rise to the claim in the 12 months period preceding the last event giving rise to the claim; and
(2) in no event will either party be liable for to the other for lost profits, loss of use, loss of data, cost of procurement of substitute goods or services, or for special, punitive, incidental, indirect, or consequential damages, however caused, whether for breach of contract, tort (including negligence and strict liability), or otherwise, whether or not the applicable party has been advised of the possibility of such damages.
The foregoing limitations will not apply to Customer's obligation to pay any due Fees.
9.2. Notwithstanding the foregoing and anything to the contrary (1) Company's liability in connection with breach of its obligations pursuant to Section 5 and the amount Company is required to spend in connection with its indemnification obligations under Section 10.1(ii) will be limited to a total aggregate amount equal to three (3) times the Fees paid or payable by Customer for the Services giving rise to the claim in the 12 months period preceding the last event giving rise to the claim; and (2) the amount Customer is required to spend in connection with its indemnification obligations under section 10.2(ii) will be limited to a total aggregate amount equal to three (3) times the Fees paid or payable by Customer for the Services giving rise to the claim in the 12 months period preceding the last event giving rise to the claim.
9.3. For the avoidance of doubt, (1) any cap set out in Section 9.2 herein is in lieu of and not in addition to the amount set forth in section 9.1(1); and (2) the limitations herein are cumulative and not per incident.
10.1. Company's Indemnity. Company will defend, indemnify and hold harmless Customer and its Affiliates from and against any claims, damages, costs, liabilities and expenses (including reasonable attorneys' fees) arising out of or related to any claim, demand, suit or proceeding by a third party (i) alleging that when used in accordance with these Terms, the Services, Platform, Documentation or Output infringes any third party intellectual property right; or (ii) arising out of the Company's breach of Section 5 of this Agreement or any privacy-related obligations between us, including pursuant to applicable privacy and data protection laws.
10.2. Customer's Indemnity. You will indemnify, defend, and hold harmless Company and its Affiliates from and against any claims, damages, costs, liabilities or expenses (including reasonable attorneys' fees) arising out of any claim, demand, suit or proceeding by a third party (i) arising out of your violation of this Agreement; or (ii) alleging that the Customer Content, when used by Company as permitted under this Agreement and for the provision of the Servies, violates privacy rights or applicable laws.
10.3. Procedural Conditions. Indemnification under Section 10.1 or 10.2 (as applicable) is conditioned upon: (a) the indemnified party notifying the indemnifying party of the claim immediately upon becoming aware thereof, (b) the indemnified party allowing the indemnifying party to assume full control of the defense and settlement of such claim, provided that the indemnifying party will not enter into any settlement without the indemnified party's prior written consent (not to be unreasonably withheld or delayed), and (c) the indemnified party reasonably cooperating with the indemnifying party in the defense and settlement of the claim, at the indemnifying party's expense.
10.4. IP Infringement Remedy. If the Services becomes, or in Company's opinion is likely to become, the subject of an indemnified third party infringement claim pursuant to Section 10.1(i) then Company may, at its sole discretion: (a) procure for Customer the right to continue using the Services; (b) replace or modify the Services or its applicable portion(s) to avoid the third party claim; or (c) if options (a) and (b) cannot be accomplished despite Company's reasonable efforts, then Company may terminate this these Terms and any Order(s) and Company will refund Customer the pro-rated portion of prepaid and unused Fees for Services not rendered for the remaining Subscription Term.
10.5. Exclusions. Company shall have no obligation to defend, hold harmless or indemnify Customer or any third party under Section 10.1(i) to the extent the third party claim is based on (1) Input or Customer Content (other than Output); (2) use of the Platform or Output in violation of this Agreement; (3) Trial Services and Pre-Release Services; or (4) any use of the Platform or the Output in combination with other products, equipment, software or data not supplied by Company, or modifications to the Platform or Output made by anyone other than Company, where there would be no infringement but for such combination or modifications.
10.6. This Section 10 states Company's entire liability, and Customer's exclusive remedy, for any third party intellectual property infringement or misappropriation claim.
11.1. Subject to any specific provisions set out in your Order which will govern in case of discrepancy with this Section 11.1, your subscription pursuant to these Terms will commence on and remain in full force and effect from the day you accept these Terms via any of the methods set out in the preamble and continue for the initial term set out in your Order ("Initial Term") for subsequent renewal, equivalent renewal periods set out in the Order (each a "Renewal Term") until expiry, or until terminated in accordance with this Agreement (the Initial Term and any Renewal Term(s), the "Subscription Term").
11.2. Subject to any specific renewal provisions set out in your Order (which will govern in case of discrepancy with this Section 11.2), following expiry of the Initial Term or any Renewal Term, the Subscription Term shall be automatically renewed for a Renewal Term, unless either party gives the other party written notice of its intent not to renew at least 30 days prior to expiry of the Initial Term or then-current Renewal Term. In case you choose not to renew, cancellation will take effect immediately and you will not be charged again.
11.3. Either party may terminate the subscription pursuant to this Agreement and any Order(s) with immediate effect if (1) the other party materially breaches these Terms and such breach remains uncured (if curable) for thirty (30) days after the other party received written notice from such party of its breach; or (2) the other party (i) files a petition in bankruptcy or is adjudicated bankrupt; (ii) makes an assignment for the benefit of creditors or an arrangement pursuant to any bankruptcy law; (iii) discontinues or dissolves its business; or (iv) has a receiver appointed for it or its business. If Customer terminates this Agreement for cause pursuant to this Section 11.3 then Company will refund Customer the pro-rated portion of prepaid and unused Fees for Services not rendered for the remaining subscription term.
11.4. Company may suspend Customer's or a User's right to access or use any portion or all of the Services immediately upon prior written notice to Customer if Company, after reasonable inspection given the nature and severity of the issue, reasonably determines that: (i) Customer's or a User's use of the Services or Platform poses a material risk to the security or operation of Company's systems, the Platform or the systems, or data of any other Company user, or (ii) Customer's or a User's use of the Services violates Section 1.6, or is illegal or fraudulent; or (iii) if Customer fails to pay any portion of the Fees within 7 days after Company's notice of past due amounts, provided the obligation to pay the portion of unpaid Fees is not disputed by Customer in good faith. If reasonably practicable, with respect to suspension under clauses (i)-(ii), Company will limit such suspension as needed to mitigate the applicable risk, to minimize the Services' disruption. Company will promptly restore Customer and its Users' access to the Account, Platform and Services upon resolution of the issue and/or payment of the outstanding amounts (as applicable).
11.5. Upon termination of your subscription to the Platform, your Account and you and your Users' right to access and use the Services will terminate immediately. You understand that any termination of your Account may involve deletion of your Customer Content associated therewith from the Services, and Platform. Company will allow you to retrieve the Customer Content stored by the Services (if any) for a period of 30 days following the termination and will securely delete it afterwards. Other than the foregoing, Company will not have any liability whatsoever to you for any termination of these Terms, including for termination of your Account or deletion of your Customer Content. All terms and provisions of these Terms, which by their nature are intended to survive any termination or expiration of these Terms, will so survive, including Sections 1.6, 4, 7, 9-10, 11.5, 12 and 14.
All notices or other communications hereunder shall be in writing and given in person, by registered mail, by an overnight courier service which obtains a receipt to evidence delivery, or by email transmission with written confirmation of receipt, addressed to the (email) address set forth in the Order to such other address as any party hereto may designate to the other in accordance with the aforesaid procedure. All notices and other communications delivered in person or by courier service shall be deemed to have been given upon delivery, those given by email transmission shall be deemed given one (1) business day following transmission, and those sent by registered mail shall be deemed given three (3) calendar days after posting.
During the Subscription Term, Company may use Customer's name and logo in publication of Company's customers. In addition, Company, may, subject to Customer's prior approval of the content, issue success stories, publicity or general marketing communications concerning its involvement with the Customer.
14.1. The headings used in this Agreement are for convenience only and shall in no case be used in its interpretation. The preamble to this Agreement constitutes an inseparable part thereof. This Agreement and all Order(s) between you and Company, together all exhibits and other agreements and policies expressly incorporated into it (including the Privacy Policy), constitute the entire agreement between Company and Customer and supersedes any previous agreements or representations, either oral or written, with respect to the subject matter of this Agreement. In the event of a conflict between this Agreement and an Order, this Agreement shall prevail, provided the Order shall prevail only with respect to the specific commercial terms set out therein.
14.2. Company may change the Terms from time to time and such change will become effective upon the date on which it is posted on Company's website or shared with Customer by an in-product or email notification. By continuing to access or use the Platform, Customer agrees to be bound by the revised Terms. Notwithstanding, to the extent of a material and adverse change to these Terms, as determined by Company in its reasonable discretion and in good faith, such change will only become effective on the next Renewal Term and/or Company will provide you with written email notification at least 30 days in advance. Your continued use of our Platform or the Services following any amendment by Company will be considered as your consent to the amended Terms. At all times, the latest version of these Terms shall be binding and prevail over any other version.
14.3. Neither party may transfer or assign its rights or obligations under this Agreement or the Order(s) to any third party without the other party's prior written consent. Notwithstanding the foregoing, either Party may assign the Agreement and any Order and any right or obligation hereunder and thereunder to an Affiliate or in connection with a merger, acquisition, purchase of all or substantially of or all such party's assets or stock. Any prohibited assignment shall be null and void. Subject to the foregoing, this Agreement shall inure to the benefits of the parties' assignees and successors-in-interest.
14.4. If any part of this Agreement is declared invalid or unenforceable for any reason, such part shall be deemed modified to the extent necessary to make it valid and operative and in a manner most closely representing the intention of the parties, or if it cannot be so modified, then eliminated, and such elimination shall not affect the validity of any remaining portion, which shall remain in force and effect.
14.5. Any failure by you or Company to insist upon or enforce performance by the other of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise by law will not be construed as a waiver or relinquishment of any right to assert or rely upon the provision, right or remedy in that or any other instance.
14.6. The relationship between the parties established by these Terms is solely that of independent contractors. Nothing in these Terms shall be construed to create any partnership, joint venture, agency, or employer-employee relationship between the parties. Neither party has the authority to bind the other party by contract or otherwise or make any representations or commitments on behalf of the other party.
14.7. There are no third party beneficiaries to this Agreement and nothing express or implied in this Agreement is intended to confer, nor will anything herein confer, upon any person other than the parties and the respective successors or assigns of the Parties, any rights, remedies, obligations or liabilities whatsoever. Users, your clients or Affiliates are not third party beneficiaries.
14.8. Force Majeure. Neither party shall be liable to the other party for any failure to perform any of its obligations under the Agreement (not including Customer's Fee payment obligations) during any period in which such performance is delayed, hindered, or adversely affected as a result of circumstances beyond the affected party's reasonable control including fire, flood, war, pandemic or any other public health crisis, act of authority whether lawful or unlawful, compliance with any law or governmental order, rule or regulation, curfew restriction, embargo, strike, riot or civil unrest (each, a "Force Majeure Event"). A party affected by a Force Majeure Event will promptly provide the other party with written notice of the Force Majeure Event, and each party's time for performance will be excused for the duration of the Force Majeure Event.
14.9. Each party agrees that in the event of a breach or threatened breach of Sections 1.6 or 7, the Party may seek an injunctive or equitable relief against the breaching Party in addition to any other remedies to which the non-breaching Party may be entitled.
14.10. Governing Law and Dispute Resolution. This Agreement is governed by the laws of the State of New York, without regards to its conflict of laws principles, and any dispute arising from this Agreement shall be brought before the competent state and federal courts in New York County, New York. Each party hereby irrevocably and unconditionally accepts the personal jurisdiction and venue of such courts. Each party agrees they are waiving the right to a trial by jury, and the right to join and participate in a class action, to the fullest extent permitted by law. The United Nations Convention on Contracts for the International Sale of Goods will not apply.