KLARITEEContracts Analysis Engine · 1988b60d91d26d42Flagged Clauses
Every contract term Klaritee recognized, how it was categorized, and exactly where it appeared for quick review.
AgreementDeterministic AI Review
Flagged clauses224
Occurrences383
Categories19
Clauses of record
Showing 224 of 22401software - Intellectual property
2 occurrences · characters 0–8
“SOFTWARE AS A SERVICE SUBSCRIPTION AGREEMENT This Software as a Service Subscription Agreement (t…”
02non-exclusive - Intellectual property
1 occurrence · characters 1,011–1,024
“…nt of Access 2.1 Subject to payment of the Subscription Fees, Provider grants Customer a non-exclusive, non-transferable, revocable right to access the Service during the Subscription Term for…”
03Exclusive - Intellectual property
2 occurrences · characters 1,015–1,024
“…f Access 2.1 Subject to payment of the Subscription Fees, Provider grants Customer a non-exclusive, non-transferable, revocable right to access the Service during the Subscription Term for…”
04non-transferable - Intellectual property
1 occurrence · characters 1,026–1,042
“….1 Subject to payment of the Subscription Fees, Provider grants Customer a non-exclusive, non-transferable, revocable right to access the Service during the Subscription Term for Customer's intern…”
05revocable right to access - Intellectual property
1 occurrence · characters 1,044–1,069
“…ent of the Subscription Fees, Provider grants Customer a non-exclusive, non-transferable, revocable right to access the Service during the Subscription Term for Customer's internal business purposes. 2.2…”
06internal business purposes - Intellectual property
1 occurrence · characters 1,126–1,152
“…erable, revocable right to access the Service during the Subscription Term for Customer's internal business purposes. 2.2 Customer shall not exceed the user counts or data volumes set out in the Order Form…”
07Customer retains - Intellectual property
1 occurrence · characters 2,855–2,871
“…cluding termination for Provider's breach. 5. Customer Data 5.1 As between the Parties, Customer retains ownership of Customer Data. 5.2 Customer grants Provider a perpetual, irrevocable, world…”
08Customer retains ownership - Intellectual property
1 occurrence · characters 2,855–2,881
“…cluding termination for Provider's breach. 5. Customer Data 5.1 As between the Parties, Customer retains ownership of Customer Data. 5.2 Customer grants Provider a perpetual, irrevocable, worldwide, roya…”
09irrevocable - Intellectual property
2 occurrences · characters 2,943–2,954
“…, Customer retains ownership of Customer Data. 5.2 Customer grants Provider a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to host, copy, process, and transmit Cust…”
10worldwide - Intellectual property
2 occurrences · characters 2,956–2,965
“…tains ownership of Customer Data. 5.2 Customer grants Provider a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to host, copy, process, and transmit Customer Data a…”
11royalty-free license - Intellectual property
2 occurrences · characters 2,967–2,979
“…ship of Customer Data. 5.2 Customer grants Provider a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to host, copy, process, and transmit Customer Data as necessary to…”
12sublicensable license - Intellectual property
1 occurrence · characters 2,981–3,002
“…er Data. 5.2 Customer grants Provider a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to host, copy, process, and transmit Customer Data as necessary to provide the Service.…”
13models - Intellectual property
1 occurrence · characters 3,364–3,370
“…ain, develop, refine, and improve Provider's machine learning and artificial intelligence models, and to develop, market, and sell new products and services. This license survives termin…”
14license survives termination - Intellectual property
1 occurrence · characters 3,437–3,465
“…ial intelligence models, and to develop, market, and sell new products and services. This license survives termination of this Agreement and is not revocable by deletion of Customer Data. 5.4 Provider may sh…”
15third party - Intellectual property
2 occurrences · characters 6,244–6,255
“…neys' fees arising from Customer Data, Customer's use of the Service, or any claim by any third party whose personal data appears in Customer Data. 8.2 Provider provides no indemnity to Cust…”
16infringes - Intellectual property
1 occurrence · characters 6,389–6,398
“…a. 8.2 Provider provides no indemnity to Customer, including for claims that the Service infringes any third-party intellectual property right. 9. Governing Law and Disputes 9.1 This Agr…”
17Intellectual Property - Intellectual property
1 occurrence · characters 6,415–6,436
“…no indemnity to Customer, including for claims that the Service infringes any third-party intellectual property right. 9. Governing Law and Disputes 9.1 This Agreement is governed by the laws of the…”
18software-as-a-service - Contract basics
2 occurrences · characters 0–21
“SOFTWARE AS A SERVICE SUBSCRIPTION AGREEMENT This Software as a Service Subscription Agreement (the "Agreement…”
19subscription - Contract basics
10 occurrences · characters 22–34
“SOFTWARE AS A SERVICE SUBSCRIPTION AGREEMENT This Software as a Service Subscription Agreement (the "Agreement") is entered…”
20analytics platform - Contract basics
1 occurrence · characters 354–372
“…an Illinois limited liability company ("Customer"). Provider operates a hosted logistics analytics platform (the "Service"). Customer wishes to subscribe to the Service on the terms below. 1. Defi…”
21Customer wishes - Contract basics
1 occurrence · characters 390–405
“…y ("Customer"). Provider operates a hosted logistics analytics platform (the "Service"). Customer wishes to subscribe to the Service on the terms below. 1. Definitions 1.1 "Customer Data" mean…”
22order form - Contract basics
2 occurrences · characters 1,232–1,242
“…s purposes. 2.2 Customer shall not exceed the user counts or data volumes set out in the Order Form. Provider may meter usage and bill overages at its then-current rates. 3. Service Levels…”
23effective date - Contract basics
2 occurrences · characters 2,020–2,034
“…newal, and Fees 4.1 The initial Subscription Term is twelve (12) months beginning on the Effective Date. 4.2 This Agreement shall renew automatically for successive twelve (12) month renewal t…”
24this agreement - Contract basics
10 occurrences · characters 2,041–2,055
“…The initial Subscription Term is twelve (12) months beginning on the Effective Date. 4.2 This Agreement shall renew automatically for successive twelve (12) month renewal terms unless Customer…”
25products - Contract basics
1 occurrence · characters 3,409–3,417
“…machine learning and artificial intelligence models, and to develop, market, and sell new products and services. This license survives termination of this Agreement and is not revocable by…”
26request - Contract basics
1 occurrence · characters 3,995–4,002
“…s Data Processing Addendum, which is incorporated by reference, is available upon written request, and which Provider may update from time to time in its sole discretion. Updates are bind…”
27Agreement between - Contract basics
1 occurrence · characters 7,235–7,252
“…nt, together with the Order Form and the Data Processing Addendum, constitutes the entire agreement between the Parties. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date…”
28executed - Contract basics
1 occurrence · characters 7,304–7,312
“…nstitutes the entire agreement between the Parties. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. Meridian Cloud Services, Inc. By: An…”
29liability - Liability and damages
8 occurrences · characters 284–293
“…California corporation ("Provider"), and Calder Freight Partners LLC, an Illinois limited liability company ("Customer"). Provider operates a hosted logistics analytics platform (the "Serv…”
30breach - Liability and damages
1 occurrence · characters 2,800–2,806
“…advance and are non-refundable in all circumstances, including termination for Provider's breach. 5. Customer Data 5.1 As between the Parties, Customer retains ownership of Customer Da…”
31remediation - Liability and damages
1 occurrence · characters 4,755–4,766
“…ially reasonable timeframe. Provider shall have no obligation to provide forensic detail, remediation, credit monitoring, notification to affected individuals, or regulatory notification, and…”
32bear no cost - Liability and damages
2 occurrences · characters 4,857–4,875
“…credit monitoring, notification to affected individuals, or regulatory notification, and shall bear no cost associated with any of the foregoing. 6. Suspension 6.1 Provider may suspend Customer's…”
33violation - Liability and damages
1 occurrence · characters 5,141–5,150
“…on, including nonpayment of any invoiced amount whether disputed or undisputed, suspected violation of this Agreement, or Provider's operational convenience. 6.2 Fees continue to accrue du…”
34arising - Liability and damages
2 occurrences · characters 5,457–5,464
“…sult of suspension. 7. Limitation of Liability 7.1 Provider's total aggregate liability arising out of or relating to this Agreement shall not exceed the Subscription Fees paid by Custo…”
35exemplary - Liability and damages
1 occurrence · characters 5,828–5,837
“…Data, for any Security Incident, or for any indirect, incidental, consequential, special, exemplary, or punitive damages. 7.3 Customer's payment obligations and Customer's indemnification…”
36punitive - Liability and damages
1 occurrence · characters 5,842–5,850
“…Security Incident, or for any indirect, incidental, consequential, special, exemplary, or punitive damages. 7.3 Customer's payment obligations and Customer's indemnification obligations u…”
37punitive damages - Liability and damages
1 occurrence · characters 5,842–5,858
“…Security Incident, or for any indirect, incidental, consequential, special, exemplary, or punitive damages. 7.3 Customer's payment obligations and Customer's indemnification obligations under Sec…”
38damages - Liability and damages
2 occurrences · characters 5,851–5,858
“…Incident, or for any indirect, incidental, consequential, special, exemplary, or punitive damages. 7.3 Customer's payment obligations and Customer's indemnification obligations under Sec…”
39customer data - Data privacy and security
13 occurrences · characters 476–489
“…"). Customer wishes to subscribe to the Service on the terms below. 1. Definitions 1.1 "Customer Data" means all data, records, files, and content submitted to or generated within the Service…”
40Data - Data privacy and security
21 occurrences · characters 485–489
“…mer wishes to subscribe to the Service on the terms below. 1. Definitions 1.1 "Customer Data" means all data, records, files, and content submitted to or generated within the Service…”
41records - Data privacy and security
2 occurrences · characters 507–514
“…e to the Service on the terms below. 1. Definitions 1.1 "Customer Data" means all data, records, files, and content submitted to or generated within the Service by Customer or its users…”
42content submitted - Data privacy and security
1 occurrence · characters 527–544
“…the terms below. 1. Definitions 1.1 "Customer Data" means all data, records, files, and content submitted to or generated within the Service by Customer or its users, including shipment records,…”
43personal data - Data privacy and security
2 occurrences · characters 649–662
“…d within the Service by Customer or its users, including shipment records, rate data, and personal data of Customer personnel and Customer's customers. 1.2 "Security Incident" means any unauth…”
44Security - Data privacy and security
3 occurrences · characters 717–725
“…cords, rate data, and personal data of Customer personnel and Customer's customers. 1.2 "Security Incident" means any unauthorized access to, acquisition of, or disclosure of Customer Dat…”
45security incident - Data privacy and security
3 occurrences · characters 717–734
“…cords, rate data, and personal data of Customer personnel and Customer's customers. 1.2 "Security Incident" means any unauthorized access to, acquisition of, or disclosure of Customer Data. 1.3 "…”
46incident - Data privacy and security
3 occurrences · characters 726–734
“…te data, and personal data of Customer personnel and Customer's customers. 1.2 "Security Incident" means any unauthorized access to, acquisition of, or disclosure of Customer Data. 1.3 "…”
47unauthorized access - Data privacy and security
1 occurrence · characters 746–765
“…l data of Customer personnel and Customer's customers. 1.2 "Security Incident" means any unauthorized access to, acquisition of, or disclosure of Customer Data. 1.3 "Subscription Term" means the in…”
48access - Data privacy and security
4 occurrences · characters 759–765
“…tomer personnel and Customer's customers. 1.2 "Security Incident" means any unauthorized access to, acquisition of, or disclosure of Customer Data. 1.3 "Subscription Term" means the in…”
49transmit - Data privacy and security
1 occurrence · characters 3,031–3,039
“…, irrevocable, worldwide, royalty-free, sublicensable license to host, copy, process, and transmit Customer Data as necessary to provide the Service. 5.3 Customer further grants Provider…”
50de-identified - Data privacy and security
1 occurrence · characters 3,234–3,247
“…revocable, worldwide, royalty-free license to use Customer Data, including in identified, de-identified, or aggregated form, to train, develop, refine, and improve Provider's machine learning a…”
51aggregated form - Data privacy and security
1 occurrence · characters 3,252–3,267
“…de, royalty-free license to use Customer Data, including in identified, de-identified, or aggregated form, to train, develop, refine, and improve Provider's machine learning and artificial intell…”
52to train - Data privacy and security
1 occurrence · characters 3,269–3,277
“…license to use Customer Data, including in identified, de-identified, or aggregated form, to train, develop, refine, and improve Provider's machine learning and artificial intelligence mod…”
53machine learning - Data privacy and security
1 occurrence · characters 3,319–3,335
“…ied, de-identified, or aggregated form, to train, develop, refine, and improve Provider's machine learning and artificial intelligence models, and to develop, market, and sell new products and ser…”
54artificial intelligence - Data privacy and security
1 occurrence · characters 3,340–3,363
“…r aggregated form, to train, develop, refine, and improve Provider's machine learning and artificial intelligence models, and to develop, market, and sell new products and services. This license survives…”
55artificial intelligence models - Data privacy and security
1 occurrence · characters 3,340–3,370
“…r aggregated form, to train, develop, refine, and improve Provider's machine learning and artificial intelligence models, and to develop, market, and sell new products and services. This license survives termin…”
56develop, market, and sell - Data privacy and security
1 occurrence · characters 3,379–3,404
“…efine, and improve Provider's machine learning and artificial intelligence models, and to develop, market, and sell new products and services. This license survives termination of this Agreement and is not…”
57not revocable by deletion - Data privacy and security
1 occurrence · characters 3,491–3,516
“…ell new products and services. This license survives termination of this Agreement and is not revocable by deletion of Customer Data. 5.4 Provider may share Customer Data with subprocessors, affiliates, a…”
58approved subprocessors - Data privacy and security
3 occurrences · characters 3,578–3,591
“…is not revocable by deletion of Customer Data. 5.4 Provider may share Customer Data with subprocessors, affiliates, analytics vendors, and commercial partners as Provider deems appropriate. Pr…”
59analytics vendors - Data privacy and security
1 occurrence · characters 3,605–3,622
“…n of Customer Data. 5.4 Provider may share Customer Data with subprocessors, affiliates, analytics vendors, and commercial partners as Provider deems appropriate. Provider does not maintain a publ…”
60commercial partners - Data privacy and security
1 occurrence · characters 3,628–3,647
“…4 Provider may share Customer Data with subprocessors, affiliates, analytics vendors, and commercial partners as Provider deems appropriate. Provider does not maintain a public subprocessor list and…”
61maintain a public subprocessor list - Data privacy and security
1 occurrence · characters 3,697–3,732
“…alytics vendors, and commercial partners as Provider deems appropriate. Provider does not maintain a public subprocessor list and Customer consent is not required for the addition, removal, or substitution of any su…”
62subprocessor list - Data privacy and security
1 occurrence · characters 3,715–3,732
“…nd commercial partners as Provider deems appropriate. Provider does not maintain a public subprocessor list and Customer consent is not required for the addition, removal, or substitution of any su…”
63processing - Data privacy and security
3 occurrences · characters 3,857–3,867
“…ed for the addition, removal, or substitution of any subprocessor. 5.5 The Parties' data processing obligations are governed by Provider's Data Processing Addendum, which is incorporated by…”
64data processing addendum - Data privacy and security
2 occurrences · characters 3,907–3,931
“…ny subprocessor. 5.5 The Parties' data processing obligations are governed by Provider's Data Processing Addendum, which is incorporated by reference, is available upon written request, and which Provide…”
65no obligation to return - Data privacy and security
1 occurrence · characters 4,216–4,239
“…5.6 Upon expiration or termination of this Agreement for any reason, Provider shall have no obligation to return, export, migrate, or make available Customer Data in any format. Provider may permanently…”
66export - Data privacy and security
2 occurrences · characters 4,241–4,247
“…ermination of this Agreement for any reason, Provider shall have no obligation to return, export, migrate, or make available Customer Data in any format. Provider may permanently delete…”
67migrate - Data privacy and security
1 occurrence · characters 4,249–4,256
“…on of this Agreement for any reason, Provider shall have no obligation to return, export, migrate, or make available Customer Data in any format. Provider may permanently delete all Custo…”
68make available - Data privacy and security
1 occurrence · characters 4,261–4,275
“…greement for any reason, Provider shall have no obligation to return, export, migrate, or make available Customer Data in any format. Provider may permanently delete all Customer Data thirty (30…”
69permanently delete - Data privacy and security
1 occurrence · characters 4,318–4,336
“…n to return, export, migrate, or make available Customer Data in any format. Provider may permanently delete all Customer Data thirty (30) days after the effective date of termination. Any export re…”
70forensic - Data privacy and security
1 occurrence · characters 4,738–4,746
“…within a commercially reasonable timeframe. Provider shall have no obligation to provide forensic detail, remediation, credit monitoring, notification to affected individuals, or regulato…”
71credit monitoring - Data privacy and security
1 occurrence · characters 4,768–4,785
“…ble timeframe. Provider shall have no obligation to provide forensic detail, remediation, credit monitoring, notification to affected individuals, or regulatory notification, and shall bear no cost…”
72notification to affected individuals - Data privacy and security
1 occurrence · characters 4,787–4,823
“…ider shall have no obligation to provide forensic detail, remediation, credit monitoring, notification to affected individuals, or regulatory notification, and shall bear no cost associated with any of the foregoing.…”
73affected - Data privacy and security
1 occurrence · characters 4,803–4,811
“…no obligation to provide forensic detail, remediation, credit monitoring, notification to affected individuals, or regulatory notification, and shall bear no cost associated with any of th…”
74regulatory - Data privacy and security
1 occurrence · characters 4,828–4,838
“…forensic detail, remediation, credit monitoring, notification to affected individuals, or regulatory notification, and shall bear no cost associated with any of the foregoing. 6. Suspension…”
75regulatory notification - Data privacy and security
1 occurrence · characters 4,828–4,851
“…forensic detail, remediation, credit monitoring, notification to affected individuals, or regulatory notification, and shall bear no cost associated with any of the foregoing. 6. Suspension 6.1 Provide…”
76destruction - Data privacy and security
1 occurrence · characters 5,714–5,725
“…e to the claim. 7.2 Provider shall have no liability whatsoever for loss, corruption, or destruction of Customer Data, for any Security Incident, or for any indirect, incidental, consequenti…”
77including - Boilerplate and interpretation
7 occurrences · characters 606–615
“…files, and content submitted to or generated within the Service by Customer or its users, including shipment records, rate data, and personal data of Customer personnel and Customer's custo…”
78as described in - Boilerplate and interpretation
1 occurrence · characters 887–902
“…re of Customer Data. 1.3 "Subscription Term" means the initial term and any renewal term as described in Section 4. 2. Grant of Access 2.1 Subject to payment of the Subscription Fees, Provider…”
79described in - Boilerplate and interpretation
1 occurrence · characters 890–902
“…of Customer Data. 1.3 "Subscription Term" means the initial term and any renewal term as described in Section 4. 2. Grant of Access 2.1 Subject to payment of the Subscription Fees, Provider…”
80then-current - Boilerplate and interpretation
3 occurrences · characters 1,294–1,306
“…data volumes set out in the Order Form. Provider may meter usage and bill overages at its then-current rates. 3. Service Levels and Availability 3.1 THE SERVICE IS PROVIDED ON AN AS-IS AND A…”
81available - Boilerplate and interpretation
3 occurrences · characters 1,398–1,407
“…ates. 3. Service Levels and Availability 3.1 THE SERVICE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY,…”
82level of - Boilerplate and interpretation
1 occurrence · characters 1,599–1,607
“…A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 3.2 Provider does not guarantee any specific level of uptime, availability, response time, throughput, or performance. No service level agreeme…”
83Agreement shall - Boilerplate and interpretation
2 occurrences · characters 2,046–2,061
“…nitial Subscription Term is twelve (12) months beginning on the Effective Date. 4.2 This Agreement shall renew automatically for successive twelve (12) month renewal terms unless Customer delive…”
84is void - Boilerplate and interpretation
1 occurrence · characters 2,460–2,467
“…tered agent. Notice delivered by any other means, including email or through the Service, is void. 4.3 Provider may increase the Subscription Fees by up to fifteen percent (15%) at each…”
85take effect automatically - Boilerplate and interpretation
1 occurrence · characters 2,581–2,606
“…ease the Subscription Fees by up to fifteen percent (15%) at each renewal term. Increases take effect automatically and do not require Customer consent or acknowledgment. 4.4 Subscription Fees are invoice…”
86in all circumstances - Boilerplate and interpretation
1 occurrence · characters 2,741–2,761
“…wledgment. 4.4 Subscription Fees are invoiced annually in advance and are non-refundable in all circumstances, including termination for Provider's breach. 5. Customer Data 5.1 As between the Parti…”
87necessary - Boilerplate and interpretation
1 occurrence · characters 3,057–3,066
“…royalty-free, sublicensable license to host, copy, process, and transmit Customer Data as necessary to provide the Service. 5.3 Customer further grants Provider a perpetual, irrevocable, w…”
88required - Boilerplate and interpretation
1 occurrence · characters 3,761–3,769
“…priate. Provider does not maintain a public subprocessor list and Customer consent is not required for the addition, removal, or substitution of any subprocessor. 5.5 The Parties' data pr…”
89incorporated by reference - Boilerplate and interpretation
1 occurrence · characters 3,942–3,967
“…data processing obligations are governed by Provider's Data Processing Addendum, which is incorporated by reference, is available upon written request, and which Provider may update from time to time in it…”
90reference - Boilerplate and interpretation
1 occurrence · characters 3,958–3,967
“…obligations are governed by Provider's Data Processing Addendum, which is incorporated by reference, is available upon written request, and which Provider may update from time to time in it…”
91available upon request - Boilerplate and interpretation
1 occurrence · characters 3,972–4,002
“…e governed by Provider's Data Processing Addendum, which is incorporated by reference, is available upon written request, and which Provider may update from time to time in its sole discretion. Updates are bind…”
92from time to time - Boilerplate and interpretation
1 occurrence · characters 4,034–4,051
“…corporated by reference, is available upon written request, and which Provider may update from time to time in its sole discretion. Updates are binding on Customer upon publication. 5.6 Upon expir…”
93binding upon publication - Boilerplate and interpretation
1 occurrence · characters 4,088–4,124
“…uest, and which Provider may update from time to time in its sole discretion. Updates are binding on Customer upon publication. 5.6 Upon expiration or termination of this Agreement for any reason, Provider shall hav…”
94upon publication - Boilerplate and interpretation
1 occurrence · characters 4,108–4,124
“…ider may update from time to time in its sole discretion. Updates are binding on Customer upon publication. 5.6 Upon expiration or termination of this Agreement for any reason, Provider shall hav…”
95in the event - Boilerplate and interpretation
1 occurrence · characters 4,557–4,569
“…at Provider's discretion and at Provider's then-current professional services rates. 5.7 In the event of a Security Incident, Provider's sole obligation shall be to notify Customer within a c…”
96reasonable - Boilerplate and interpretation
1 occurrence · characters 4,671–4,681
“…ty Incident, Provider's sole obligation shall be to notify Customer within a commercially reasonable timeframe. Provider shall have no obligation to provide forensic detail, remediation, cre…”
97associated - Boilerplate and interpretation
1 occurrence · characters 4,876–4,886
“…notification to affected individuals, or regulatory notification, and shall bear no cost associated with any of the foregoing. 6. Suspension 6.1 Provider may suspend Customer's access to…”
98foregoing - Boilerplate and interpretation
1 occurrence · characters 4,903–4,912
“…ndividuals, or regulatory notification, and shall bear no cost associated with any of the foregoing. 6. Suspension 6.1 Provider may suspend Customer's access to the Service immediately, w…”
99immediately preceding - Boilerplate and interpretation
1 occurrence · characters 5,582–5,603
“…Agreement shall not exceed the Subscription Fees paid by Customer in the three (3) months immediately preceding the event giving rise to the claim. 7.2 Provider shall have no liability whatsoever for…”
100governing law - Boilerplate and interpretation
1 occurrence · characters 6,448–6,461
“…ng for claims that the Service infringes any third-party intellectual property right. 9. Governing Law and Disputes 9.1 This Agreement is governed by the laws of the State of California witho…”
101without regard - Boilerplate and interpretation
1 occurrence · characters 6,546–6,560
“…g Law and Disputes 9.1 This Agreement is governed by the laws of the State of California without regard to conflict of laws principles. Exclusive venue lies in the state and federal courts of S…”
102conflict of laws - Boilerplate and interpretation
1 occurrence · characters 6,564–6,580
“…9.1 This Agreement is governed by the laws of the State of California without regard to conflict of laws principles. Exclusive venue lies in the state and federal courts of Santa Clara County, C…”
103conflict of laws principles - Boilerplate and interpretation
1 occurrence · characters 6,564–6,591
“…9.1 This Agreement is governed by the laws of the State of California without regard to conflict of laws principles. Exclusive venue lies in the state and federal courts of Santa Clara County, California.…”
104each Party - Boilerplate and interpretation
1 occurrence · characters 6,686–6,696
“…lusive venue lies in the state and federal courts of Santa Clara County, California. 9.2 Each Party waives any right to trial by jury. Customer waives any right to participate in a class or…”
105any right to - Boilerplate and interpretation
2 occurrences · characters 6,704–6,716
“…in the state and federal courts of Santa Clara County, California. 9.2 Each Party waives any right to trial by jury. Customer waives any right to participate in a class or representative proc…”
106together with - Boilerplate and interpretation
1 occurrence · characters 7,149–7,162
“…not assign this Agreement without Provider's prior written consent. 10.2 This Agreement, together with the Order Form and the Data Processing Addendum, constitutes the entire agreement between…”
107constitutes - Boilerplate and interpretation
1 occurrence · characters 7,212–7,223
“…ent. 10.2 This Agreement, together with the Order Form and the Data Processing Addendum, constitutes the entire agreement between the Parties. IN WITNESS WHEREOF, the parties have executed…”
108entire agreement - Boilerplate and interpretation
1 occurrence · characters 7,228–7,244
“…Agreement, together with the Order Form and the Data Processing Addendum, constitutes the entire agreement between the Parties. IN WITNESS WHEREOF, the parties have executed this Agreement as of…”
109in witness whereof - Boilerplate and interpretation
1 occurrence · characters 7,267–7,285
“…and the Data Processing Addendum, constitutes the entire agreement between the Parties. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. Meridian C…”
110acquisition - Assignment and control
1 occurrence · characters 770–781
“…nnel and Customer's customers. 1.2 "Security Incident" means any unauthorized access to, acquisition of, or disclosure of Customer Data. 1.3 "Subscription Term" means the initial term and a…”
111may assign - Assignment and control
1 occurrence · characters 6,994–7,004
“…permanently barred. This limitation applies to Customer only. 10. General 10.1 Provider may assign this Agreement without Customer consent. Customer may not assign this Agreement without P…”
112may assign this Agreement - Assignment and control
1 occurrence · characters 6,994–7,019
“…permanently barred. This limitation applies to Customer only. 10. General 10.1 Provider may assign this Agreement without Customer consent. Customer may not assign this Agreement without Provider's prior…”
113without Customer consent - Assignment and control
1 occurrence · characters 7,020–7,044
“…imitation applies to Customer only. 10. General 10.1 Provider may assign this Agreement without Customer consent. Customer may not assign this Agreement without Provider's prior written consent. 10.2 T…”
114may not assign - Assignment and control
1 occurrence · characters 7,055–7,069
“…10. General 10.1 Provider may assign this Agreement without Customer consent. Customer may not assign this Agreement without Provider's prior written consent. 10.2 This Agreement, together w…”
115disclosure - Warranties and disclaimers
1 occurrence · characters 789–799
“…customers. 1.2 "Security Incident" means any unauthorized access to, acquisition of, or disclosure of Customer Data. 1.3 "Subscription Term" means the initial term and any renewal term as…”
116service is provided - Warranties and disclaimers
1 occurrence · characters 1,359–1,378
“…and bill overages at its then-current rates. 3. Service Levels and Availability 3.1 THE SERVICE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED…”
117as is - Warranties and disclaimers
1 occurrence · characters 1,385–1,390
“…hen-current rates. 3. Service Levels and Availability 3.1 THE SERVICE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING…”
118as available - Warranties and disclaimers
1 occurrence · characters 1,395–1,407
“…t rates. 3. Service Levels and Availability 3.1 THE SERVICE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY,…”
119as-available basis - Warranties and disclaimers
1 occurrence · characters 1,395–1,413
“…t rates. 3. Service Levels and Availability 3.1 THE SERVICE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNES…”
120disclaims all warranties - Warranties and disclaimers
1 occurrence · characters 1,424–1,448
“…nd Availability 3.1 THE SERVICE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON…”
121warranty - Warranties and disclaimers
1 occurrence · characters 1,438–1,448
“…y 3.1 THE SERVICE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON…”
122express or implied warranties - Warranties and disclaimers
1 occurrence · characters 1,450–1,468
“…ERVICE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 3.2…”
123warranty of merchantability - Warranties and disclaimers
1 occurrence · characters 1,480–1,495
“…AND AS-AVAILABLE BASIS. PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 3.2 Provider does not guarantee…”
124fitness for a particular purpose - Warranties and disclaimers
1 occurrence · characters 1,497–1,529
“…BASIS. PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 3.2 Provider does not guarantee any specific level of uptime, ava…”
125warranty of non-infringement - Warranties and disclaimers
1 occurrence · characters 1,535–1,551
“…IES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 3.2 Provider does not guarantee any specific level of uptime, availability, response ti…”
126Subscription term - Term and renewal
4 occurrences · characters 824–841
“…" means any unauthorized access to, acquisition of, or disclosure of Customer Data. 1.3 "Subscription Term" means the initial term and any renewal term as described in Section 4. 2. Grant of Acce…”
127initial term - Term and renewal
1 occurrence · characters 853–865
“…ss to, acquisition of, or disclosure of Customer Data. 1.3 "Subscription Term" means the initial term and any renewal term as described in Section 4. 2. Grant of Access 2.1 Subject to payme…”
128renewal term - Term and renewal
3 occurrences · characters 874–886
“…, or disclosure of Customer Data. 1.3 "Subscription Term" means the initial term and any renewal term as described in Section 4. 2. Grant of Access 2.1 Subject to payment of the Subscriptio…”
129initial Subscription Term - Term and renewal
1 occurrence · characters 1,955–1,980
“…ce at any time without notice and without liability. 4. Term, Renewal, and Fees 4.1 The initial Subscription Term is twelve (12) months beginning on the Effective Date. 4.2 This Agreement shall renew au…”
130automatic renewal - Term and renewal
1 occurrence · characters 2,062–2,081
“…ion Term is twelve (12) months beginning on the Effective Date. 4.2 This Agreement shall renew automatically for successive twelve (12) month renewal terms unless Customer delivers written notice of…”
131notice of non-renewal - Term and renewal
2 occurrences · characters 2,162–2,183
“…matically for successive twelve (12) month renewal terms unless Customer delivers written notice of non-renewal not less than ninety (90) days prior to the end of the then-current term. Notice of non-r…”
132non-renewal - Term and renewal
2 occurrences · characters 2,172–2,183
“…for successive twelve (12) month renewal terms unless Customer delivers written notice of non-renewal not less than ninety (90) days prior to the end of the then-current term. Notice of non-r…”
133then-current term - Term and renewal
1 occurrence · characters 2,239–2,256
“…vers written notice of non-renewal not less than ninety (90) days prior to the end of the then-current term. Notice of non-renewal is effective only if sent by certified mail, return receipt reques…”
134in perpetuity - Term and renewal
2 occurrences · characters 2,932–2,941
“…the Parties, Customer retains ownership of Customer Data. 5.2 Customer grants Provider a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to host, copy, process, and…”
135Subscription Fees - Payment and fees
4 occurrences · characters 965–982
“…enewal term as described in Section 4. 2. Grant of Access 2.1 Subject to payment of the Subscription Fees, Provider grants Customer a non-exclusive, non-transferable, revocable right to access th…”
136meter usage - Payment and fees
1 occurrence · characters 1,257–1,268
“…shall not exceed the user counts or data volumes set out in the Order Form. Provider may meter usage and bill overages at its then-current rates. 3. Service Levels and Availability 3.1 THE…”
137overages - Payment and fees
1 occurrence · characters 1,278–1,286
“…user counts or data volumes set out in the Order Form. Provider may meter usage and bill overages at its then-current rates. 3. Service Levels and Availability 3.1 THE SERVICE IS PROVID…”
138then-current pricing - Payment and fees
1 occurrence · characters 1,294–1,312
“…data volumes set out in the Order Form. Provider may meter usage and bill overages at its then-current rates. 3. Service Levels and Availability 3.1 THE SERVICE IS PROVIDED ON AN AS-IS AND AS-AVAI…”
139increase the fees - Payment and fees
1 occurrence · characters 2,487–2,517
“…ed by any other means, including email or through the Service, is void. 4.3 Provider may increase the Subscription Fees by up to fifteen percent (15%) at each renewal term. Increases take effect automatically…”
140in advance - Payment and fees
1 occurrence · characters 2,707–2,717
“…require Customer consent or acknowledgment. 4.4 Subscription Fees are invoiced annually in advance and are non-refundable in all circumstances, including termination for Provider's breach.…”
141non-refundable fees - Payment and fees
1 occurrence · characters 2,726–2,740
“…onsent or acknowledgment. 4.4 Subscription Fees are invoiced annually in advance and are non-refundable in all circumstances, including termination for Provider's breach. 5. Customer Data 5.1…”
142professional services rates - Payment and fees
1 occurrence · characters 4,523–4,550
“…prior to termination is provided at Provider's discretion and at Provider's then-current professional services rates. 5.7 In the event of a Security Incident, Provider's sole obligation shall be to notify…”
143cost - Payment and fees
1 occurrence · characters 4,871–4,875
“…ring, notification to affected individuals, or regulatory notification, and shall bear no cost associated with any of the foregoing. 6. Suspension 6.1 Provider may suspend Customer's…”
144undisputed - Payment and fees
1 occurrence · characters 5,119–5,129
“…iability, for any reason, including nonpayment of any invoiced amount whether disputed or undisputed, suspected violation of this Agreement, or Provider's operational convenience. 6.2 Fees…”
145aggregate - Payment and fees
1 occurrence · characters 5,437–5,446
“…ription Term as a result of suspension. 7. Limitation of Liability 7.1 Provider's total aggregate liability arising out of or relating to this Agreement shall not exceed the Subscription…”
146fees paid - Payment and fees
1 occurrence · characters 5,536–5,545
“…liability arising out of or relating to this Agreement shall not exceed the Subscription Fees paid by Customer in the three (3) months immediately preceding the event giving rise to the cl…”
147payment obligations - Payment and fees
1 occurrence · characters 5,876–5,895
“…rect, incidental, consequential, special, exemplary, or punitive damages. 7.3 Customer's payment obligations and Customer's indemnification obligations under Section 8 are excluded from any limitati…”
148costs - Payment and fees
1 occurrence · characters 6,138–6,143
“…ify, defend, and hold harmless Provider against all claims, losses, damages, liabilities, costs, and attorneys' fees arising from Customer Data, Customer's use of the Service, or any cl…”
149shall not - Duties and permissions
2 occurrences · characters 1,168–1,177
“…ice during the Subscription Term for Customer's internal business purposes. 2.2 Customer shall not exceed the user counts or data volumes set out in the Order Form. Provider may meter usag…”
150Provider may - Duties and permissions
8 occurrences · characters 1,244–1,256
“…2.2 Customer shall not exceed the user counts or data volumes set out in the Order Form. Provider may meter usage and bill overages at its then-current rates. 3. Service Levels and Availabil…”
151do not require - Duties and permissions
1 occurrence · characters 2,611–2,625
“…up to fifteen percent (15%) at each renewal term. Increases take effect automatically and do not require Customer consent or acknowledgment. 4.4 Subscription Fees are invoiced annually in advan…”
152consent - Duties and permissions
4 occurrences · characters 2,635–2,642
“…5%) at each renewal term. Increases take effect automatically and do not require Customer consent or acknowledgment. 4.4 Subscription Fees are invoiced annually in advance and are non-re…”
153deems appropriate - Duties and permissions
1 occurrence · characters 3,660–3,677
“…ta with subprocessors, affiliates, analytics vendors, and commercial partners as Provider deems appropriate. Provider does not maintain a public subprocessor list and Customer consent is not requir…”
154Customer consent is not required for the addition - Duties and permissions
1 occurrence · characters 3,737–3,786
“…as Provider deems appropriate. Provider does not maintain a public subprocessor list and Customer consent is not required for the addition, removal, or substitution of any subprocessor. 5.5 The Parties' data processing obligati…”
155obligations - Duties and permissions
6 occurrences · characters 3,868–3,879
“…addition, removal, or substitution of any subprocessor. 5.5 The Parties' data processing obligations are governed by Provider's Data Processing Addendum, which is incorporated by reference,…”
156sole discretion - Duties and permissions
1 occurrence · characters 4,059–4,074
“…is available upon written request, and which Provider may update from time to time in its sole discretion. Updates are binding on Customer upon publication. 5.6 Upon expiration or termination of…”
157Provider shall - Duties and permissions
3 occurrences · characters 4,196–4,210
“…r upon publication. 5.6 Upon expiration or termination of this Agreement for any reason, Provider shall have no obligation to return, export, migrate, or make available Customer Data in any for…”
158shall have - Duties and permissions
3 occurrences · characters 4,205–4,215
“…blication. 5.6 Upon expiration or termination of this Agreement for any reason, Provider shall have no obligation to return, export, migrate, or make available Customer Data in any format.…”
159no obligation - Duties and permissions
2 occurrences · characters 4,216–4,229
“…5.6 Upon expiration or termination of this Agreement for any reason, Provider shall have no obligation to return, export, migrate, or make available Customer Data in any format. Provider may p…”
160at Provider's discretion - Duties and permissions
1 occurrence · characters 4,467–4,491
“…the effective date of termination. Any export requested prior to termination is provided at Provider's discretion and at Provider's then-current professional services rates. 5.7 In the event of a Securi…”
161sole obligation - Duties and permissions
1 occurrence · characters 4,605–4,620
“…current professional services rates. 5.7 In the event of a Security Incident, Provider's sole obligation shall be to notify Customer within a commercially reasonable timeframe. Provider shall ha…”
162suspend - Duties and permissions
4 occurrences · characters 4,918–4,928
“…regulatory notification, and shall bear no cost associated with any of the foregoing. 6. Suspension 6.1 Provider may suspend Customer's access to the Service immediately, without notice an…”
163operational convenience - Duties and permissions
1 occurrence · characters 5,184–5,207
“…ount whether disputed or undisputed, suspected violation of this Agreement, or Provider's operational convenience. 6.2 Fees continue to accrue during any period of suspension. Customer has no right to s…”
164obligations under - Duties and permissions
1 occurrence · characters 5,927–5,944
“…, or punitive damages. 7.3 Customer's payment obligations and Customer's indemnification obligations under Section 8 are excluded from any limitation of liability. 8. Indemnification 8.1 Custome…”
165Customer may - Duties and permissions
1 occurrence · characters 7,046–7,058
“…mer only. 10. General 10.1 Provider may assign this Agreement without Customer consent. Customer may not assign this Agreement without Provider's prior written consent. 10.2 This Agreement,…”
166prior written consent - Duties and permissions
1 occurrence · characters 7,104–7,125
“…ement without Customer consent. Customer may not assign this Agreement without Provider's prior written consent. 10.2 This Agreement, together with the Order Form and the Data Processing Addendum, con…”
167availability - Performance standards
3 occurrences · characters 1,337–1,349
“…vider may meter usage and bill overages at its then-current rates. 3. Service Levels and Availability 3.1 THE SERVICE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. PROVIDER DISCLAIMS ALL W…”
168does not guarantee - Performance standards
1 occurrence · characters 1,567–1,585
“…NG MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 3.2 Provider does not guarantee any specific level of uptime, availability, response time, throughput, or performance. No…”
169uptime - Performance standards
1 occurrence · characters 1,608–1,614
“…LAR PURPOSE, AND NON-INFRINGEMENT. 3.2 Provider does not guarantee any specific level of uptime, availability, response time, throughput, or performance. No service level agreement, ser…”
170response time - Performance standards
1 occurrence · characters 1,630–1,643
“…NFRINGEMENT. 3.2 Provider does not guarantee any specific level of uptime, availability, response time, throughput, or performance. No service level agreement, service credit, or availability…”
171throughput - Performance standards
1 occurrence · characters 1,645–1,655
“….2 Provider does not guarantee any specific level of uptime, availability, response time, throughput, or performance. No service level agreement, service credit, or availability commitment a…”
172service level agreement - Performance standards
1 occurrence · characters 1,676–1,699
“…any specific level of uptime, availability, response time, throughput, or performance. No service level agreement, service credit, or availability commitment applies to the Service. 3.3 Provider may mod…”
173availability commitment - Performance standards
1 occurrence · characters 1,720–1,743
“…response time, throughput, or performance. No service level agreement, service credit, or availability commitment applies to the Service. 3.3 Provider may modify, degrade, deprecate, or discontinue any…”
174degrade - Performance standards
1 occurrence · characters 1,794–1,801
“…vice credit, or availability commitment applies to the Service. 3.3 Provider may modify, degrade, deprecate, or discontinue any feature or function of the Service at any time without not…”
175deprecate - Performance standards
1 occurrence · characters 1,803–1,812
“…it, or availability commitment applies to the Service. 3.3 Provider may modify, degrade, deprecate, or discontinue any feature or function of the Service at any time without notice and wit…”
176maintain - Performance standards
1 occurrence · characters 3,697–3,705
“…alytics vendors, and commercial partners as Provider deems appropriate. Provider does not maintain a public subprocessor list and Customer consent is not required for the addition, removal…”
177commercially reasonable - Performance standards
1 occurrence · characters 4,658–4,681
“…t of a Security Incident, Provider's sole obligation shall be to notify Customer within a commercially reasonable timeframe. Provider shall have no obligation to provide forensic detail, remediation, cre…”
178service credits - Payment consequences
2 occurrences · characters 1,701–1,715
“…ime, availability, response time, throughput, or performance. No service level agreement, service credit, or availability commitment applies to the Service. 3.3 Provider may modify, degrade, de…”
179nonpayment - Payment consequences
1 occurrence · characters 5,065–5,075
“…the Service immediately, without notice and without liability, for any reason, including nonpayment of any invoiced amount whether disputed or undisputed, suspected violation of this Agreem…”
180whether disputed or undisputed - Payment consequences
1 occurrence · characters 5,099–5,129
“…notice and without liability, for any reason, including nonpayment of any invoiced amount whether disputed or undisputed, suspected violation of this Agreement, or Provider's operational convenience. 6.2 Fees…”
181continue to accrue - Payment consequences
1 occurrence · characters 5,219–5,237
“…, suspected violation of this Agreement, or Provider's operational convenience. 6.2 Fees continue to accrue during any period of suspension. Customer has no right to service credits, refunds, or ex…”
182discontinue - Mergers and transactions
1 occurrence · characters 1,817–1,828
“…ility commitment applies to the Service. 3.3 Provider may modify, degrade, deprecate, or discontinue any feature or function of the Service at any time without notice and without liability.…”
183any time - Notices and timing
1 occurrence · characters 1,871–1,879
“…may modify, degrade, deprecate, or discontinue any feature or function of the Service at any time without notice and without liability. 4. Term, Renewal, and Fees 4.1 The initial Subscr…”
184without notice - Notices and timing
2 occurrences · characters 1,880–1,894
“…fy, degrade, deprecate, or discontinue any feature or function of the Service at any time without notice and without liability. 4. Term, Renewal, and Fees 4.1 The initial Subscription Term is…”
185written notice - Notices and timing
1 occurrence · characters 2,154–2,168
“…new automatically for successive twelve (12) month renewal terms unless Customer delivers written notice of non-renewal not less than ninety (90) days prior to the end of the then-current term.…”
186days prior - Notices and timing
1 occurrence · characters 2,210–2,223
“…al terms unless Customer delivers written notice of non-renewal not less than ninety (90) days prior to the end of the then-current term. Notice of non-renewal is effective only if sent by cert…”
187effective only if - Notices and timing
1 occurrence · characters 2,283–2,300
“…than ninety (90) days prior to the end of the then-current term. Notice of non-renewal is effective only if sent by certified mail, return receipt requested, to Provider's registered agent. Notice…”
188certified mail - Notices and timing
1 occurrence · characters 2,309–2,323
“…r to the end of the then-current term. Notice of non-renewal is effective only if sent by certified mail, return receipt requested, to Provider's registered agent. Notice delivered by any other…”
189return receipt requested - Notices and timing
1 occurrence · characters 2,325–2,349
“…the then-current term. Notice of non-renewal is effective only if sent by certified mail, return receipt requested, to Provider's registered agent. Notice delivered by any other means, including email or…”
190registered agent - Notices and timing
1 occurrence · characters 2,365–2,381
“…ewal is effective only if sent by certified mail, return receipt requested, to Provider's registered agent. Notice delivered by any other means, including email or through the Service, is void. 4…”
191days after - Notices and timing
1 occurrence · characters 4,367–4,377
“…ustomer Data in any format. Provider may permanently delete all Customer Data thirty (30) days after the effective date of termination. Any export requested prior to termination is provided…”
192notify - Notices and timing
3 occurrences · characters 4,633–4,639
“…s rates. 5.7 In the event of a Security Incident, Provider's sole obligation shall be to notify Customer within a commercially reasonable timeframe. Provider shall have no obligation to…”
193The date - Notices and timing
1 occurrence · characters 7,334–7,342
“…between the Parties. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. Meridian Cloud Services, Inc. By: Anne-Sophie Lund Title: General…”
194without any liability - Liability caps and risk allocation
2 occurrences · characters 1,899–1,916
“…ate, or discontinue any feature or function of the Service at any time without notice and without liability. 4. Term, Renewal, and Fees 4.1 The initial Subscription Term is twelve (12) months beg…”
195limitation of liability - Liability caps and risk allocation
2 occurrences · characters 5,391–5,414
“…ce credits, refunds, or extension of the Subscription Term as a result of suspension. 7. Limitation of Liability 7.1 Provider's total aggregate liability arising out of or relating to this Agreement sh…”
196aggregate liability - Liability caps and risk allocation
1 occurrence · characters 5,437–5,456
“…ription Term as a result of suspension. 7. Limitation of Liability 7.1 Provider's total aggregate liability arising out of or relating to this Agreement shall not exceed the Subscription Fees paid…”
197rise to the claim - Liability caps and risk allocation
1 occurrence · characters 5,621–5,638
“…tion Fees paid by Customer in the three (3) months immediately preceding the event giving rise to the claim. 7.2 Provider shall have no liability whatsoever for loss, corruption, or destruction of…”
198termination - Termination
5 occurrences · characters 2,773–2,784
“…s are invoiced annually in advance and are non-refundable in all circumstances, including termination for Provider's breach. 5. Customer Data 5.1 As between the Parties, Customer retains ow…”
199survive termination - Termination
1 occurrence · characters 3,445–3,465
“…lligence models, and to develop, market, and sell new products and services. This license survives termination of this Agreement and is not revocable by deletion of Customer Data. 5.4 Provider may sh…”
200expiration or termination - Termination
1 occurrence · characters 4,136–4,161
“…time in its sole discretion. Updates are binding on Customer upon publication. 5.6 Upon expiration or termination of this Agreement for any reason, Provider shall have no obligation to return, export, mi…”
201or termination - Termination
1 occurrence · characters 4,147–4,161
“…s sole discretion. Updates are binding on Customer upon publication. 5.6 Upon expiration or termination of this Agreement for any reason, Provider shall have no obligation to return, export, mi…”
202for any reason - Termination
2 occurrences · characters 4,180–4,194
“…nding on Customer upon publication. 5.6 Upon expiration or termination of this Agreement for any reason, Provider shall have no obligation to return, export, migrate, or make available Customer…”
203immediately - Termination
2 occurrences · characters 4,988–4,999
“…the foregoing. 6. Suspension 6.1 Provider may suspend Customer's access to the Service immediately, without notice and without liability, for any reason, including nonpayment of any invoic…”
204affiliate - Ownership and equity
1 occurrence · characters 3,593–3,603
“…e by deletion of Customer Data. 5.4 Provider may share Customer Data with subprocessors, affiliates, analytics vendors, and commercial partners as Provider deems appropriate. Provider does…”
205arising out of - Indemnification
2 occurrences · characters 5,457–5,471
“…sult of suspension. 7. Limitation of Liability 7.1 Provider's total aggregate liability arising out of or relating to this Agreement shall not exceed the Subscription Fees paid by Customer in…”
206related to - Indemnification
1 occurrence · characters 5,475–5,486
“…. 7. Limitation of Liability 7.1 Provider's total aggregate liability arising out of or relating to this Agreement shall not exceed the Subscription Fees paid by Customer in the three (3) m…”
207indemnify - Indemnification
4 occurrences · characters 5,911–5,926
“…ecial, exemplary, or punitive damages. 7.3 Customer's payment obligations and Customer's indemnification obligations under Section 8 are excluded from any limitation of liability. 8. Indemnific…”
208defend, indemnify, and hold harmless - Indemnification
1 occurrence · characters 6,042–6,078
“…8 are excluded from any limitation of liability. 8. Indemnification 8.1 Customer shall indemnify, defend, and hold harmless Provider against all claims, losses, damages, liabilities, costs, and attorneys' fees ari…”
209defend - Indemnification
1 occurrence · characters 6,053–6,059
“…uded from any limitation of liability. 8. Indemnification 8.1 Customer shall indemnify, defend, and hold harmless Provider against all claims, losses, damages, liabilities, costs, and…”
210hold harmless - Indemnification
1 occurrence · characters 6,065–6,078
“…y limitation of liability. 8. Indemnification 8.1 Customer shall indemnify, defend, and hold harmless Provider against all claims, losses, damages, liabilities, costs, and attorneys' fees ari…”
211losses - Indemnification
1 occurrence · characters 6,108–6,114
“…ion 8.1 Customer shall indemnify, defend, and hold harmless Provider against all claims, losses, damages, liabilities, costs, and attorneys' fees arising from Customer Data, Customer's…”
212no indemnity - Indemnification
2 occurrences · characters 6,316–6,337
“…any claim by any third party whose personal data appears in Customer Data. 8.2 Provider provides no indemnity to Customer, including for claims that the Service infringes any third-party intellectual…”
213claim - Disputes and remedies
5 occurrences · characters 5,633–5,638
“…id by Customer in the three (3) months immediately preceding the event giving rise to the claim. 7.2 Provider shall have no liability whatsoever for loss, corruption, or destruction of…”
214attorneys' fees and costs - Disputes and remedies
1 occurrence · characters 6,149–6,164
“…, and hold harmless Provider against all claims, losses, damages, liabilities, costs, and attorneys' fees arising from Customer Data, Customer's use of the Service, or any claim by any third part…”
215any claim - Disputes and remedies
2 occurrences · characters 6,227–6,236
“…costs, and attorneys' fees arising from Customer Data, Customer's use of the Service, or any claim by any third party whose personal data appears in Customer Data. 8.2 Provider provides n…”
216dispute - Disputes and remedies
1 occurrence · characters 6,466–6,474
“…the Service infringes any third-party intellectual property right. 9. Governing Law and Disputes 9.1 This Agreement is governed by the laws of the State of California without regard to…”
217venue - Disputes and remedies
1 occurrence · characters 6,603–6,608
“…laws of the State of California without regard to conflict of laws principles. Exclusive venue lies in the state and federal courts of Santa Clara County, California. 9.2 Each Party w…”
218federal courts - Disputes and remedies
1 occurrence · characters 6,631–6,645
“…rnia without regard to conflict of laws principles. Exclusive venue lies in the state and federal courts of Santa Clara County, California. 9.2 Each Party waives any right to trial by jury. Cus…”
219waived - Disputes and remedies
2 occurrences · characters 6,697–6,703
“…e lies in the state and federal courts of Santa Clara County, California. 9.2 Each Party waives any right to trial by jury. Customer waives any right to participate in a class or repres…”
220trial by jury - Disputes and remedies
1 occurrence · characters 6,717–6,730
“…and federal courts of Santa Clara County, California. 9.2 Each Party waives any right to trial by jury. Customer waives any right to participate in a class or representative proceeding. 9.3 A…”
221class action waiver - Disputes and remedies
2 occurrences · characters 6,778–6,812
“…ch Party waives any right to trial by jury. Customer waives any right to participate in a class or representative proceeding. 9.3 Any claim must be brought within six (6) months of the event giving rise to it or i…”
222must be brought within - Disputes and remedies
1 occurrence · characters 6,829–6,851
“…r waives any right to participate in a class or representative proceeding. 9.3 Any claim must be brought within six (6) months of the event giving rise to it or is permanently barred. This limitation a…”
223permanently barred - Disputes and remedies
1 occurrence · characters 6,904–6,922
“…9.3 Any claim must be brought within six (6) months of the event giving rise to it or is permanently barred. This limitation applies to Customer only. 10. General 10.1 Provider may assign this Ag…”
224applies to Customer only - Disputes and remedies
1 occurrence · characters 6,940–6,964
“…n six (6) months of the event giving rise to it or is permanently barred. This limitation applies to Customer only. 10. General 10.1 Provider may assign this Agreement without Customer consent. Customer…”
SHA-256 · 8a66e7e06f8e316ac4e2cee085b21685a22e247242b762d9fe0396f0a561c54b