Cloud Service Agreement
Version 2.1
Based on the Common Paper Cloud Service Agreement Standard Terms (Version 2.1)
1. Service
1.1 Access and Use
During the Subscription Period, the Customer may access and use the Cloud Service for the Customer's internal business purposes in accordance with the Agreement, including any usage limits in the Order Form. The Provider will provide the Cloud Service to the Customer pursuant to its standard practices for provisioning cloud services to its customers.
1.2 Software and Documentation
If the Provider makes Software available to the Customer, the Customer may copy, install, and use such Software solely to access the Cloud Service. The Customer may copy and use documentation related to the Cloud Service solely for the Customer's internal business purposes.
1.3 Support
The Provider will provide the Customer with technical support for the Cloud Service as described in the Order Form.
1.4 User Accounts
The Customer is responsible for all activity that takes place through User accounts. Each User must keep their password confidential and promptly report any suspected unauthorized access to their account. The Customer is responsible for ensuring that all Users comply with the Agreement.
1.5 Feedback and Usage Data
The Provider may freely use any feedback or suggestions the Customer provides regarding the Cloud Service. The Provider may collect and use Usage Data to maintain, improve, and enhance its products and services. The Provider may share Usage Data with third parties only in aggregated, de-identified form.
1.6 Customer Content
The Provider may copy, display, modify, and use Customer Content solely to deliver and maintain the Cloud Service. The Customer is responsible for the accuracy, quality, and legality of Customer Content.
1.7 Machine Learning
Usage Data and Customer Content may be used to develop AI and machine learning models, provided that such data is aggregated and de-identified in accordance with industry standards. The Provider acknowledges that AI/ML features may produce inaccurate results.
2. Restrictions and Obligations
2.1 Customer Restrictions
The Customer will not: (a) reverse engineer, decompile, or disassemble the Cloud Service; (b) sublicense, sell, resell, transfer, or distribute the Cloud Service; (c) remove or alter proprietary notices; (d) create derivative works based on the Cloud Service; (e) conduct security or penetration testing without prior written consent; (f) access non-authorized areas of the Cloud Service; (g) develop a competing product or service; (h) use the Cloud Service for high-risk activities; or (i) upload content without proper rights.
2.2 Suspension
The Provider may suspend the Customer's access to the Cloud Service if: (a) the Customer has an outstanding balance more than 30 days overdue; (b) the Customer breaches the restrictions in Section 2.1; or (c) the Customer's use threatens the security or availability of the Cloud Service.
3. Privacy and Security
3.1 Personal Data
If the Customer processes Personal Data regulated by GDPR through the Cloud Service, the parties will execute a data processing agreement.
3.2 Prohibited Data
The Customer will not submit Prohibited Data to the Cloud Service, including protected health information, financial account numbers, government-issued identification numbers, or other sensitive data categories, unless expressly authorized by the Provider in the Order Form.
4. Payment and Taxes
4.1 Fees
Fees are non-refundable except where specific termination rights apply. All amounts are in U.S. dollars unless otherwise specified in the Order Form.
4.2 Invoicing
The Provider will invoice usage-based fees in arrears and all other fees in advance.
4.3 Automatic Payment
The Provider may automatically charge the Customer's authorized payment method for recurring fees.
4.4 Taxes
The Customer is responsible for all applicable duties, sales tax, value-added tax, goods and services tax, withholding taxes, and similar taxes or levies, whether domestic or foreign, other than taxes based on the Provider's income.
4.5 Payment Disputes
The Customer must raise any good-faith disagreements regarding fees within 30 days of payment. The parties will attempt to resolve such disputes within 15 business days.
5. Term and Termination
5.1 Duration
The Agreement begins on the Order Form date and continues through the Subscription Period. The Subscription Period will automatically renew for successive periods of the same length unless either party provides notice of non-renewal before the Non-Renewal Date.
5.2 Termination for Cause
Either party may terminate the Agreement immediately upon written notice if the other party: (a) commits a material breach that remains uncured for 30 days after written notice; (b) commits a breach that cannot be cured; (c) dissolves or ceases business operations; (d) becomes subject to insolvency proceedings that are not resolved within 60 days; or (e) is affected by a Force Majeure Event lasting 30 or more consecutive days.
5.3 Effect of Termination
Upon termination: (a) the Customer's access to the Cloud Service will cease; (b) the Provider will delete Customer Content within 60 days of the Customer's request; (c) both parties will return or destroy Confidential Information; and (d) the Provider will invoice any outstanding fees.
6. Representations and Warranties
6.1 Mutual Warranties
Each party warrants that it: (a) has the legal authority to enter into the Agreement; (b) is properly organized and in good standing; and (c) will comply with all Applicable Laws.
6.2 Customer Warranty
The Customer warrants that it has all necessary rights to submit Customer Content to the Cloud Service.
6.3 Provider Warranty
The Provider warrants that it will not materially reduce the overall functionality of the Cloud Service during the Subscription Period. If functionality is materially reduced, the Customer must notify the Provider within 45 days. The Provider will have 45 days to restore functionality. If unsuccessful, the Customer may terminate the Agreement and receive a prorated refund.
7. Disclaimer of Warranties
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6, EACH PARTY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE PROVIDER DOES NOT WARRANT THAT THE CLOUD SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS.
8. Limitation of Liability
8.1 Liability Caps
Each party's total aggregate liability under the Agreement is limited to the General Cap Amount specified in the Order Form, with a separate Increased Cap Amount for certain categories of claims.
8.2 Consequential Damages Waiver
NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, EVEN IF THE PARTY IS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
8.3 Exceptions
The liability caps do not apply to breaches of confidentiality obligations or infringement of intellectual property rights.
9. Indemnification
9.1 Provider Indemnification
The Provider will defend, indemnify, and hold harmless the Customer from third-party claims alleging that the Cloud Service infringes intellectual property rights or violates Applicable Laws.
9.2 Customer Indemnification
The Customer will defend, indemnify, and hold harmless the Provider from third-party claims arising from or related to Customer Content.
9.3 Indemnification Procedure
The indemnified party must promptly notify the indemnifying party, provide reasonable assistance, and grant sole control of the defense and settlement.
9.4 Remedial Actions
If the Cloud Service becomes subject to an infringement claim, the Provider may, at its option: (a) modify the Cloud Service; (b) obtain a license for continued use; or (c) terminate the Agreement with a prorated refund.
9.5 Exclusions
Indemnification does not apply to claims arising from: (a) unauthorized modifications; (b) misuse of the Cloud Service; (c) combinations with non-Provider products; or (d) use of outdated versions when an updated version was available.
10. Confidentiality
10.1 Non-Use and Non-Disclosure
Each party will protect the other party's Confidential Information using at least the same degree of care it uses for its own Confidential Information, but no less than reasonable care. Neither party will use the other party's Confidential Information except as necessary to fulfill its obligations under the Agreement.
10.2 Exclusions
Information is not Confidential Information if: (a) the recipient already knew it; (b) it becomes publicly known through no fault of the recipient; (c) it was received from an authorized third party; or (d) it was independently developed by the recipient.
10.3 Required Disclosures
A party may disclose Confidential Information when legally required, provided that it gives advance notice to the other party unless prohibited by law.
10.4 Permitted Disclosures
A party may share Confidential Information with its employees, advisors, and contractors who are bound by confidentiality obligations at least as protective as those in the Agreement.
11. Reservation of Rights
The Provider retains all right, title, and interest in and to the Cloud Service, Software, and documentation. The Customer retains all right, title, and interest in Customer Content, subject to the Provider's rights to use Customer Content as described in Sections 1.6 and 1.7.
12. General Terms
12.1 Entire Agreement
The Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous statements, understandings, or agreements. The Provider expressly rejects any terms in any Customer purchase order or similar document unless separately signed by an authorized representative.
12.2 Modifications
Changes to the Agreement require written agreement from both parties.
12.3 Governing Law
The Agreement is governed by the laws specified in the Order Form, without regard to conflict of laws principles. Disputes will be resolved in the courts specified in the Order Form.
12.4 Assignment
Neither party may assign the Agreement without the other party's prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of its assets.
12.5 Beta Products
Beta products or features are provided "AS IS" without warranties. The Provider may modify or discontinue Beta Products at any time.
12.6 Notices
All notices must be in writing and sent to the addresses specified in the Order Form.
12.7 Force Majeure
Neither party is liable for delays or failures caused by events outside its reasonable control, including natural disasters, acts of government, pandemics, acts of terrorism, labor disputes, or Internet service disruptions.
12.8 Export Controls
The Customer warrants that it is not located in an embargoed country and is not on any restricted party list maintained by applicable government authorities.
12.9 Anti-Bribery
Neither party will take any action that would violate applicable anti-bribery or anti-corruption laws, including the U.S. Foreign Corrupt Practices Act.
13. Definitions
Key terms used in this Agreement include:
- "Agreement" means the Order Form and these Standard Terms.
- "Applicable Laws" means all relevant laws, regulations, and conventions applicable to each party.
- "Cloud Service" means the Provider's cloud-based product described in the Order Form.
- "Confidential Information" means information disclosed by one party to the other that is marked as confidential or would reasonably be considered confidential.
- "Customer Content" means data, content, and materials submitted by the Customer to the Cloud Service.
- "Force Majeure Event" means an event beyond a party's reasonable control.
- "Order Form" means the ordering document that references these Standard Terms.
- "Personal Data" has the meaning given in the GDPR.
- "Prohibited Data" means sensitive data categories that may not be submitted without authorization.
- "Software" means any downloadable software provided by the Provider.
- "Subscription Period" means the period during which the Customer may access the Cloud Service.
- "Usage Data" means data collected relating to access, use, and performance of the Cloud Service.
- "User" means any individual authorized by the Customer to use the Cloud Service.