KLARITEEContracts Analysis Engine · 95f3653c400cb359Flagged Clauses
Every contract term Klaritee recognized, how it was categorized, and exactly where it appeared for quick review.
AgreementDeterministic AI Review
Flagged clauses171
Occurrences272
Categories19
Clauses of record
Showing 171 of 17101software-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…”
02analytics 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…”
03order 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…”
04effective 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…”
05executed - 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…”
06liability - 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…”
07remediation - 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…”
08bear 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…”
09arising - 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…”
10exemplary - 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…”
11punitive - 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…”
12punitive 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…”
13customer 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…”
14Data - 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…”
15content 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,…”
16personal 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…”
17Security - 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…”
18security 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 "…”
19unauthorized 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…”
20de-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…”
21aggregated 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…”
22to 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…”
23machine 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…”
24artificial 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…”
25artificial 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…”
26develop, 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…”
27not 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…”
28approved 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…”
29analytics 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…”
30commercial 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…”
31maintain 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…”
32subprocessor 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…”
33data 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…”
34no 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…”
35export - 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…”
36migrate - 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…”
37permanently 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…”
38forensic - 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…”
39credit 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…”
40notification 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.…”
41regulatory 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…”
42acquisition - 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…”
43without 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…”
44may 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…”
45disclosure - 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…”
46as 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…”
47as 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,…”
48as-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…”
49disclaims 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…”
50warranty - 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…”
51express 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…”
52warranty 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…”
53fitness 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…”
54warranty 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…”
55Subscription 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…”
56initial 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…”
57renewal 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…”
58initial 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…”
59automatic 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…”
60notice 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…”
61then-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…”
62in 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…”
63Subscription 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…”
64meter 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…”
65overages - 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…”
66then-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…”
67increase 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…”
68in 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.…”
69non-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…”
70professional 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…”
71fees 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…”
72payment 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…”
73non-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…”
74Exclusive - 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…”
75non-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…”
76revocable 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…”
77internal 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…”
78Customer 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…”
79irrevocable - 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…”
80worldwide - 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…”
81royalty-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…”
82sublicensable 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.…”
83license 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…”
84third 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…”
85infringes - 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…”
86Intellectual 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…”
87shall 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…”
88do 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…”
89consent - 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…”
90deems 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…”
91Customer 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…”
92obligations - 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,…”
93sole 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…”
94Provider 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…”
95no 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…”
96at 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…”
97sole 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…”
98suspend - 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…”
99operational 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…”
100obligations 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…”
101prior 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…”
102does 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…”
103uptime - 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…”
104response 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…”
105throughput - 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…”
106service 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…”
107availability 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…”
108degrade - 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…”
109deprecate - 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…”
110commercially 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…”
111service 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…”
112nonpayment - 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…”
113whether 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…”
114continue 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…”
115discontinue - 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.…”
116any 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…”
117without 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…”
118written 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.…”
119days 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…”
120effective 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…”
121certified 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…”
122return 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…”
123registered 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…”
124days 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…”
125without 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…”
126limitation 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…”
127aggregate 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…”
128rise 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…”
129Agreement 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…”
130is 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…”
131take 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…”
132in 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…”
133incorporated 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…”
134available 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…”
135from 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…”
136binding 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…”
137upon 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…”
138in 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…”
139reasonable - 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…”
140foregoing - 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…”
141immediately 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…”
142governing 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…”
143conflict 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…”
144conflict 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.…”
145each 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…”
146together 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…”
147entire 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…”
148in 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…”
149termination - 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…”
150survive 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…”
151expiration 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…”
152or 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…”
153for 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…”
154affiliate - 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…”
155arising 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…”
156related 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…”
157indemnify - 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…”
158defend, 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…”
159defend - 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…”
160hold 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…”
161no 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…”
162attorneys' 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…”
163any 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…”
164venue - 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…”
165federal 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…”
166waived - 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…”
167trial 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…”
168class 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…”
169must 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…”
170permanently 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…”
171applies 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