Terms of service
Last updated November 6, 2026
The short version
- These terms are the binding legal agreement between your organization and us. Whoever signs up accepts them on behalf of the organization.
- You own everything you upload and every answer you create. We use your content only to provide and secure the Service, and never to train AI models.
- AI drafts are probabilistic and can be incomplete or wrong. You must review, verify, and approve every answer before using or exporting it, and you are solely responsible for what you submit to third parties.
- Paid plans renew automatically until cancelled. Payments and applicable taxes are processed through Stripe.
- Reaching a plan limit pauses new AI drafting; nothing you have created is deleted, including after a downgrade.
- You can leave at any time. Deleting your organization permanently removes its data after a 7-day grace period.
Non-binding summary: This summary is provided solely for convenience to help you navigate this document. It is not legally binding; the full numbered terms below govern your use of the Service.
1. About these terms
AcuityRFP is operated by AcuityRFP, Inc., with its registered office at 69 Columbia Road, Wrangle Hill, DE 19720 (“AcuityRFP”, “we”, “us”, “our”).
These Terms of Service (the “Terms”) govern access to and use of the AcuityRFP web application, browser extension, bots, integrations, trust center features, and related services (together, the “Service”) by the business or organization that creates an account (“Customer”, “you”, “your”). The individual who accepts these Terms represents and warrants that they have the legal authority to bind Customer to these Terms. If you do not have such authority, or if you do not agree to these Terms, you must not accept these Terms or use the Service.
These Terms incorporate by reference: (a) the AI and Product Terms, (b) the Acceptable Use Policy, (c) the Data Processing Agreement (“DPA”), and (d) the Security Addendum (collectively with these Terms and any applicable Order Form, the “Agreement”). In the event of a conflict among these documents, the following order of precedence applies: (1) a mutually executed written Order Form or master agreement with us, (2) the DPA (solely with respect to the processing of Customer Personal Data), (3) the Security Addendum, (4) the AI and Product Terms, (5) these Terms, and (6) the Acceptable Use Policy.
2. Definitions
- Customer Content: documents, web pages, questionnaires, questions, answers, comments, library entries, NDAs, exports, and other data, files, or material that you or your Users upload, connect, import, create, or submit through the Service.
- Order Form: a written or electronic ordering document or online checkout page specifying the Plan, fees, and subscription term agreed between Customer and AcuityRFP.
- Output: answers, translations, summaries, titles, citations, confidence indicators, and other text or material generated by the Service in response to Customer Content or User inputs, including AI drafts.
- Plan: the subscription tier your organization is enrolled in (Free, Starter, Growth, or Business), as described on our pricing page or in an applicable Order Form.
- Subprocessor: a third-party service provider engaged by AcuityRFP that processes Customer Content on our behalf to help deliver the Service, as governed by the DPA.
- Users: the individuals authorized or invited by your organization to access the Service under your account in any role (owner, admin, editor, or viewer).
3. The Service
The Service enables your organization to build a knowledge base from your documents, import questionnaires, generate draft answers with source citations from that knowledge base, review and approve answers with your team, publish a trust center, and export responses. We provide the Service substantially as described in our published documentation, as updated from time to time.
- Modifications. We continuously improve the Service and may add, modify, or discontinue features from time to time. We will not make a change that materially degrades the core functionality of a paid Plan during your then-current monthly or annual billing period without prior notice, unless required for security, legal compliance, or third-party provider changes beyond our control.
- Free Plan. The Free Plan is provided at no charge, subject to the usage limits shown on our pricing page. We may modify, restrict, or discontinue the Free Plan at any time upon 30 days’ notice (or immediately if required to prevent abuse or security risks).
- Beta and Preview Features. Features labeled as alpha, beta, preview, early access, or similar (“Preview Features”) are optional, provided strictly “AS IS” and “AS AVAILABLE” without any warranty, indemnity, or service commitment, and may be modified or discontinued at any time without liability.
4. Accounts and users
- Account Administration. Each organization has at least one owner. Owners and admins may invite Users and assign their roles. Subject to fair use and security safeguards, every Plan permits unlimited Users within your organization.
- Verified Email. Users must verify their email address before using the Service, unless they sign in through SSO.
- Customer Responsibility. You are wholly responsible for all acts, omissions, and activity of your Users, for assigning appropriate role permissions, and for promptly revoking access when a User leaves your organization. If you enable Single Sign-On (SSO), you are solely responsible for your identity provider’s configuration and authentication controls.
- Credential Security. You and your Users must keep login credentials, two-factor recovery codes, and session credentials strictly confidential and must notify us immediately at security@example.com upon suspecting any unauthorized access or security compromise.
- B2B Use Only. The Service is intended exclusively for commercial, business, and professional use. Users must be at least 16 years old (or the age of legal majority where required) and may not access or use the Service as personal or household consumers.
5. Plans, usage limits, and safeguards
- Question Allowances. The Free, Starter, and Growth Plans include a specified allowance of AI-drafted questions per rolling period (12 months on the Free Plan; 30 days on the Starter and Growth Plans). One question is counted each time the Service generates an AI draft for a question—including an initial draft, each question included in a batch re-draft, and each regeneration or rewrite request. Document uploads, questionnaire imports, re-extractions, answers inserted directly from your answer library without AI generation, questions where no matching sources are found, and system-failed drafts do not count against your allowance. The Business Plan does not have a fixed question allowance, subject to the fair-use safeguards in these Terms and the Acceptable Use Policy.
- Knowledge Base Limits. The Free Plan is subject to a maximum document count as stated on the pricing page. Across all Plans, an organization’s knowledge base supports up to approximately 30,000 pages in total.
- Reaching a Limit. When your organization reaches a Plan allowance or storage limit, new AI drafting (or new document ingestion) pauses until you upgrade your Plan or earlier usage rolls out of the applicable measuring period. Existing Customer Content remains accessible, and you may continue reviewing, editing, approving, and exporting existing work. Downgrading a Plan never deletes your existing Customer Content.
- System Safeguards and Fair Use. To preserve platform stability and security for all customers, across all Plans (including Business), automated rate limits and velocity safeguards apply. AI drafting or document ingestion will temporarily pause if an organization triggers an unusually high volume of requests within a short window or exceeds daily document ingestion thresholds. These safeguards are set well above ordinary human-driven RFP workflows for a single organization.
6. Fees, billing, and taxes
- Billing and Payment Processing. Self-serve paid Plans are sold and billed through Stripe, acting as the seller of record (merchant of record) through Stripe Managed Payments. Applicable sales tax, VAT, GST, or similar transaction taxes are calculated and collected at checkout based on your billing address and tax status. You are responsible for all applicable taxes, duties, or government levies associated with your subscription (other than taxes based on AcuityRFP’s net income). We never view or store your full payment card number.
- Auto-Renewal and Cancellation. Unless otherwise specified in an Order Form, self-serve paid Plans are billed monthly in advance and automatically renew each month at the then-current rate until cancelled. You may cancel your subscription at any time through the in-app billing portal; cancellation takes effect at the end of the then-current billing period, and you will retain your paid Plan’s allowances through the end of that period.
- No Refunds. Except as expressly provided in Section 17 (Indemnification), the DPA, or where mandatorily required by applicable law, all fees are non-cancelable and non-refundable, and there are no refunds or credits for partial billing periods, unused question allowances, or Plan downgrades.
- Price Changes. We may modify our subscription fees by providing at least 30 days’ advance notice to account owners via email or in-app notification. Fee changes take effect at the start of your next renewal period following the notice period, giving you the opportunity to cancel prior to renewal.
- Failed Payments and Chargebacks. If a scheduled payment fails, your subscription remains active briefly while Stripe automatically retries collection. If payment cannot be collected after retries, your organization will automatically be downgraded to the Free Plan (without deleting Customer Content). Initiating an improper chargeback for valid charges may result in immediate account suspension.
- Business Plan Order Forms. Subscriptions to the Business Plan or custom enterprise plans are governed by the pricing, payment schedules, and renewal terms specified in the applicable Order Form. Late invoice payments may accrue interest at 1.5% per month (or the highest rate permitted by law, if lower).
7. Customer Content
- Ownership. As between you and AcuityRFP, you retain all right, title, and interest in and to your Customer Content and, to the fullest extent permitted by applicable law, all Output generated specifically for your organization. AcuityRFP claims no ownership rights in Customer Content or Output.
- License to Provide the Service. You grant AcuityRFP and its Subprocessors a worldwide, non-exclusive, royalty-free, limited license during the term of these Terms to host, store, copy, index, process, transmit, translate, and display Customer Content and Output solely as necessary to provide, maintain, secure, troubleshoot, and support the Service, enforce our policies, and comply with applicable law.
- Strict Prohibition on AI Model Training. We do not use Customer Content or Output to train, fine-tune, or improve any foundation or third-party AI models. We contractually and technically configure our AI Subprocessors so that your data is excluded from model training.
- Customer Representations and Responsibilities. You represent and warrant that: (a) you own or have obtained all necessary rights, licenses, permissions, and legal bases (including any required notices and consents for personal data) to upload, import, and process Customer Content through the Service; (b) you are authorized to connect any third-party storage or communication accounts and to ingest any external URLs you submit to the Website Import tool; and (c) you have the right to publish any documents or NDA templates you make available on your Trust Center.
- Service Telemetry and Aggregated Data. We may collect and use de-identified, aggregated technical logs and usage metrics (such as feature adoption counts, latency, and error rates) that do not contain Customer Content or identify you or any individual, to operate, secure, and optimize the Service.
8. AI-generated Output and customer verification
Output is generated automatically using probabilistic artificial intelligence and machine translation technologies. Even when Output displays source citations, confidence indicators, or trust scores, Output may contain inaccuracies, omissions, misinterpretations, outdated statements, or fabricated details.
- Mandatory Human Review. The Service is a drafting assistant, not a substitute for human judgment. While the Service requires a User to mark an answer as approved before it goes into a customer-facing export (the internal review draft, which shows drafts and is marked internal, is the exception), you are solely responsible for thoroughly reviewing, verifying, and validating all Output against your actual policies, contracts, and technical controls before relying on it or submitting it to any prospect, customer, auditor, regulator, or third party.
- No Professional Advice. Neither the Service nor any Output constitutes legal, regulatory, compliance, cybersecurity, accounting, or audit advice.
- Assumption of Risk for RFP Submissions. AcuityRFP is not a party to any RFP, tender, security questionnaire, contract, or NDA between you and any third party. You assume all legal and commercial risk arising from any proposal, representation, certification claim, or questionnaire response you submit using Output. Due to the nature of machine learning and standard industry terminology, Output generated for you may be similar to output generated for other customers based on their own sources. Additional feature-specific terms are set out in the AI and Product Terms.
9. Intellectual property and feedback
AcuityRFP and its licensors own and retain all right, title, and interest in and to the Service, including all underlying software, algorithms, user interfaces, workflows, documentation, trademarks, and logos, together with all improvements and derivatives thereof. Except for the limited right to access and use the Service expressly granted in these Terms, no license or intellectual property rights are granted to you by implication or estoppel. If you or your Users provide suggestions, enhancement requests, or feedback regarding the Service (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate such Feedback without restriction or obligation to you.
10. Acceptable use
You and your Users must comply at all times with our Acceptable Use Policy. Without limitation, you must not use the Service for unlawful purposes, upload malicious code, attempt to probe, overload, reverse-engineer, or bypass the Service’s security, rate limits, or tenant isolation, or resell or provide the Service on a service-bureau basis without our prior written consent.
11. Third-party services and integrations
If you enable integrations with third-party platforms (such as Slack, Microsoft Teams, Google Drive, Microsoft SharePoint, OneDrive, or SAML identity providers), your use of those platforms is governed solely by your separate agreements with those third-party providers. By enabling an integration, you instruct and authorize us to access, exchange, and synchronize Customer Content with the applicable third-party service. AcuityRFP does not control and is not liable for the availability, security, or functionality of any third-party service, and we are not responsible if an integration ceases to function due to changes made by a third-party provider.
12. Confidentiality
Each party (“Receiving Party”) agrees to protect the non-public business, technical, or financial information disclosed by the other party (“Disclosing Party”) that is marked as confidential or should reasonably be understood to be confidential given the nature of the information and circumstances of disclosure (“Confidential Information”). For clarity, Customer Content is your Confidential Information, and non-public features, security documentation, and pricing terms of the Service are our Confidential Information.
The Receiving Party will: (a) protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of like kind (and never less than reasonable care); (b) use Confidential Information solely to exercise its rights and perform its obligations under the Agreement; and (c) disclose Confidential Information only to its employees, contractors, professional advisors, and (for AcuityRFP) authorized Subprocessors who have a strict need to know and are bound by written confidentiality obligations at least as protective as those herein.
Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was rightfully known to the Receiving Party without restriction prior to disclosure; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (iv) is rightfully received from a third party without breach of any confidentiality obligation. The Receiving Party may disclose Confidential Information to the extent required by a valid court order, subpoena, or applicable law, provided it gives the Disclosing Party prompt advance notice (where legally permitted) and reasonable cooperation to seek confidential treatment.
13. Data protection and security
To the extent we process Customer Personal Data (as defined in the DPA) contained in Customer Content on your behalf, we act as your data processor/service provider in accordance with the DPA. We implement and maintain the technical and organizational security measures set forth in the Security Addendum. Our Privacy Policy explains how we collect and process personal data where we act as an independent data controller (such as User account registration, billing contacts, and support communications).
14. Suspension of access
We may immediately suspend or restrict your or any User’s access to the Service, in whole or in part, if we reasonably determine that: (a) your use of the Service poses an immediate security risk, denial-of-service threat, or operational harm to the Service, AcuityRFP, or any third party; (b) you or your Users are in material breach of these Terms or the Acceptable Use Policy; (c) your account is being used for fraudulent or unlawful activity; or (d) suspension is required by applicable law or a governmental authority. Where practicable and legally permitted, we will notify you of the reason for the suspension, limit the suspension to the affected User or feature, and promptly restore access once the underlying issue is resolved.
15. Term, termination, and data deletion
- Term. These Terms commence when you first accept them or create an account and continue in effect until your organization account is terminated and deleted in accordance with this Section 15.
- Termination for Convenience. You may terminate your subscription at any time by cancelling your paid Plan in the billing portal and/or deleting your organization in Settings (or by instructing us in writing at support@example.com).
- Termination for Cause. Either party may terminate these Terms or an active paid Plan immediately upon written notice if the other party commits a material breach of the Agreement and fails to cure that breach within 30 days after receiving written notice specifying the breach (or immediately if the breach is incapable of cure).
- Data Export and Deletion Process. You may export your questionnaires and answers at any time prior to deleting your organization. When an organization owner initiates organization deletion in Settings, the organization workspace is immediately locked, all Users are notified by email, and any owner has a 7-day grace period to cancel the deletion. Following the 7-day grace period, all Customer Content is permanently deleted from active production systems, and database backups expire automatically in accordance with our hosting provider’s backup lifecycle schedule.
- Survival. Sections 2, 6 (with respect to accrued payment obligations), 7 (Ownership and Aggregated Data), 8, 9, 12, 15, 16, 17, 18, 20, and 21 will survive any expiration or termination of these Terms.
16. Warranties and disclaimers
Each party represents and warrants that it is validly existing and has the legal power and authority to enter into these Terms. AcuityRFP warrants that during a paid subscription term, we will provide the Service using commercially reasonable skill and care and in material conformance with the Security Addendum. Your exclusive remedy for a breach of this warranty is stated in Section 15 (Termination for Cause).
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 16, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, ALL PREVIEW FEATURES, ALL INTEGRATIONS, AND ALL OUTPUT ARE PROVIDED STRICTLY “AS IS” AND “AS AVAILABLE.” ACUITYRFP AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, OR ACCURACY. ACUITYRFP DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE, THAT ALL SECURITY THREATS WILL BE PREVENTED, THAT OUTPUT WILL BE COMPLETE, ACCURATE, OR FREE OF HALLUCINATIONS, OR THAT USE OF THE SERVICE WILL RESULT IN YOUR WINNING ANY RFP, TENDER, CONTRACT, OR AUDIT.
17. Indemnification
- Indemnification by AcuityRFP. If you are subscribed to a paid Plan, AcuityRFP will defend you against any third-party claim, suit, or proceeding alleging that the Service software, as provided by us and used by you strictly in accordance with this Agreement, directly infringes a third party’s valid patent, copyright, or trademark, or misappropriates its trade secret, and we will indemnify you for damages, court-awarded costs, and reasonable attorneys’ fees finally awarded against you by a court of competent jurisdiction or agreed to in a written settlement approved by AcuityRFP.
- Exclusions: AcuityRFP will have no obligation or liability under this Section 17 to the extent a claim arises from: (a) Customer Content, external URLs imported by you, or prompts/inputs provided by Users; (b) Output that you modified or failed to verify against your source materials; (c) combination or use of the Service with third-party software, data, or processes not provided by AcuityRFP; (d) your continued use of an older version or configuration after we make a non-infringing modification available; or (e) use of the Free Plan, Preview Features, or any use in breach of this Agreement.
- Remedies: If the Service becomes, or in our reasonable opinion is likely to become, the subject of an infringement claim, we may at our option and expense: (i) procure the right for you to continue using the Service; (ii) modify or replace the Service so that it is non-infringing and substantially functionally equivalent; or (iii) if neither (i) nor (ii) is commercially reasonable, terminate your subscription and refund any prepaid, unused fees covering the remainder of your then-current billing term. This Section 17 states AcuityRFP’s sole and entire liability and your exclusive remedy for any third-party intellectual property claims.
- Indemnification by Customer. You will defend, indemnify, and hold harmless AcuityRFP, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claim, demand, suit, regulatory investigation, or proceeding, and pay all resulting damages, fines, penalties, settlements, and reasonable attorneys’ fees, arising out of or relating to: (a) Customer Content (including any allegation that Customer Content or any website imported by you infringes intellectual property, privacy, or confidentiality rights, or violates applicable law); (b) any false, misleading, inaccurate, or unauthorized representation, warranty, compliance statement, or answer submitted by you to a third party (including any RFP issuer, customer, or Trust Center visitor); (c) any dispute between you and a visitor to your Trust Center (including regarding your NDA); or (d) your or your Users’ breach of Section 7, Section 10, or the Acceptable Use Policy.
- Indemnification Procedure. The indemnified party must: (1) promptly notify the indemnifying party in writing of the claim (provided that failure to give prompt notice relieves the indemnifying party only to the extent it is materially prejudiced thereby); (2) grant the indemnifying party sole control over the defense and settlement of the claim (except that the indemnifying party may not enter into any settlement that admits fault on behalf of, or imposes any unindemnified financial or injunctive obligation on, the indemnified party without its prior written consent); and (3) provide reasonable cooperation at the indemnifying party’s expense.
18. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
- EXCLUSION OF INDIRECT AND CONSEQUENTIAL DAMAGES. IN NO EVENT WILL ACUITYRFP OR ITS LICENSORS OR SUBPROCESSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITIES, FAILED BIDS OR LOST TENDERS/RFPS, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICE OR OUTPUT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- CAP ON MONETARY LIABILITY. IN NO EVENT WILL ACUITYRFP’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE EXCEED THE GREATER OF: (A) THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY CUSTOMER TO ACUITYRFP FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (US $100.00). MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT.
- APPLICATION AND EXCEPTIONS. THE LIMITATIONS IN THIS SECTION 18 APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES: (I) CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 6; (II) CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 17 OR LIABILITY FOR BREACH OF SECTION 10 (ACCEPTABLE USE) OR SECTION 9 (INTELLECTUAL PROPERTY); OR (III) EITHER PARTY’S LIABILITY FOR FRAUD, WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
19. Changes to these Terms
We may update these Terms from time to time to reflect changes in our Service, business operations, or applicable laws. For material changes that adversely affect your rights or obligations, we will provide at least 30 days’ advance notice to organization owners by email or via an in-app notification before the updated Terms take effect (unless an immediate update is required by law or to address an urgent security risk). If you do not agree to the updated Terms, you may cancel your subscription and stop using the Service before the effective date. Your continued use of the Service on or after the effective date constitutes your acceptance of the updated Terms. Any custom Order Form executed in writing by both parties may only be amended by a written instrument signed by both parties.
20. Governing law, venue, and class action waiver
- Governing Law and Informal Resolution. This Agreement and any dispute or claim arising out of or relating to it (including non-contractual disputes) are governed by and construed in accordance with the laws of the State of Delaware, United States, without giving effect to any choice or conflict-of-law principles. Before initiating any formal legal proceeding (other than for urgent injunctive relief), the aggrieved party must send a written notice of dispute to the other party, and both parties will attempt in good faith to resolve the dispute through informal negotiation for at least 30 days.
- Exclusive Venue. If the dispute is not resolved within 30 days, the courts located in Wilmington, Delaware, United States shall have exclusive jurisdiction over any action or proceeding arising out of or relating to this Agreement, and each party irrevocably consents to the personal jurisdiction and venue of such courts; provided, however, that either party may seek temporary, preliminary, or permanent injunctive or equitable relief to protect its intellectual property or Confidential Information in any court of competent jurisdiction.
- WAIVER OF JURY TRIAL AND CLASS ACTIONS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. FURTHERMORE, ALL CLAIMS AND DISPUTES MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.
21. General provisions
- Entire Agreement. This Agreement (including the documents incorporated by reference and any applicable Order Form) constitutes the complete and exclusive agreement between the parties regarding the Service and supersedes all prior or contemporaneous proposals, understandings, or communications, whether oral or written. Any pre-printed or standard terms contained in a Customer purchase order, vendor portal, or supplier onboarding form are expressly rejected and shall be void and of no effect.
- Assignment. Neither party may assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without the other party’s prior written consent, except that either party may assign this Agreement in its entirety upon written notice to an affiliate or to a successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or business to which this Agreement relates (provided the assignee is not a direct competitor of the non-assigning party). Any attempted assignment in violation of this section is void.
- Force Majeure. Neither party will be liable for any delay or failure to perform its obligations (except for payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government orders, internet backbone or cloud hosting provider outages, third-party AI provider outages, or denial-of-service attacks.
- Notices. We will deliver legal notices to the owner email address(es) registered on your account or via in-app notification. You must send all legal notices to us by email at legal@example.com (with a copy to support@example.com). Email notices are deemed received on the next business day after transmission if no bounce or delivery failure occurs.
- Export Controls and Sanctions Compliance. You represent and warrant that neither you, your organization, your owners, nor any of your Users are: (a) located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive trade sanctions or embargoes (including under U.S., EU, UK, or UN sanctions programs); or (b) listed on any government restricted or denied-party list (such as the U.S. Treasury Department’s OFAC Specially Designated Nationals List or the U.S. Commerce Department’s Entity List). You will not use, export, or permit access to the Service in violation of any applicable export control or economic sanctions laws.
- DMCA and Copyright Complaints. We respect intellectual property rights and respond to valid notices of alleged copyright infringement under the U.S. Digital Millennium Copyright Act (17 U.S.C. § 512) and equivalent laws. If you believe material hosted on a public Trust Center or Share Link infringes your copyright, please send a formal notice containing the statutory requirements to legal@example.com.
- Publicity. We will not use your organization’s name, trademarks, or logos in public marketing materials or customer lists without your prior written permission (which may be given by email).
- Relationship, Severability, and Waiver. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, agency, or fiduciary relationship. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect. A party’s failure or delay in enforcing any right or provision does not constitute a waiver of that right or provision. There are no third-party beneficiaries to this Agreement.
22. Contact
Questions about these Terms may be sent to support@example.com or legal@example.com.