Software-as-a-Service, Cloud Services Agreement

Version 1.0 · effective 2026-09-30

Cover Page

Provider: Zink Labs LLC, a Florida limited liability company (doing business as "Agent Harness") | Contact: legal@zinklabs.dev

This Agreement is the complete agreement between you and Zink Labs LLC governing your use of Agent Harness. All terms governing your use of the Service are contained in this document.

By creating an account, clicking "I agree", or otherwise electronically accepting this Agreement within the Services, the Customer agrees to be bound by this Agreement. Any online plan selection, checkout flow, or similar in-app ordering process constitutes an "Order Form" for purposes of this Agreement.

KEY TERMS

1. GENERAL TERMS

Agreement Start Date

September 30, 2026

Governing Law

The laws of the state of Florida.

Dispute Resolution Method

Dispute Resolution Method: Any dispute arising out of or in connection with this Agreement shall be exclusively resolved in the state or federal courts located in the State of Florida. Each Party irrevocably consents to personal jurisdiction and venue in such courts. Notwithstanding the foregoing, either Party may seek equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

Documentation

"Documentation" refers to the user guides, manuals, technical specifications, and other materials provided by the Provider, in any form or medium, including https://glass-harness.vercel.app/docs, that describe the functionality, use, or operation of the Services.

Publicity

The Customer grants the Provider a non-exclusive license to identify the Customer as a user of the Services in the Provider's marketing materials and website. The Customer may revoke this license at any time by providing written notice to the Provider.

Consumer carve-out: For individual (non-business) accounts, the Provider will not use your name, username, profile photo, repositories, or screenshots of your agents' work in any marketing materials, case studies, testimonials, or public communications without your explicit prior written consent. This carve-out applies regardless of the general license above.

2. SERVICES & USAGE

Services

The cloud-based software-as-a-service solutions provided by the Provider to the Customer under this Agreement, branded as "Agent Harness." The Services include: a manager assistant the Customer talks to by voice, chat or phone; a team of AI agents, each running an agent command-line tool the Customer selects (such as Claude Code, Codex, Gemini CLI, OpenCode, Grok Build or Muse) on its own isolated cloud computer with a web browser; a Build lane in which an agent writes a plan, the Customer approves it, and an agent implements it and opens, monitors and merges pull requests in repositories the Customer connects; drafts of messages, calls and other actions that wait for the Customer's approval; an encrypted credential vault; connectors to third-party services the Customer chooses; the iOS, iPadOS, Mac and web applications; and related hosting, updates, support and services.

The Services rely on third-party infrastructure and AI providers to function (see Sub-processors in the Data Processing Agreement). Services exclude any third-party applications or integrations not expressly included in this Agreement.

Support Services

Technical assistance, maintenance, and updates provided by the Provider to ensure the effective use and operation of the Services, including issue resolution, delivery of patches and upgrades, access to user documentation, and support through designated communication channels, subject to the scope and limitations outlined in this Agreement.

Authorized Purpose

To enable the Customer to direct AI agents to research, plan, build and ship software and to complete other digital tasks on the Customer's behalf, including: (a) dispatching agents to isolated cloud computers that run the agent tool the Customer selects; (b) reading and writing code in repositories the Customer connects and opening, monitoring and merging pull requests there; (c) using the connectors and credentials the Customer provides; (d) preparing drafts of emails, messages, calls, purchases and other outbound actions for the Customer's approval; and (e) tracking the agents' work, reports and history. The Customer acknowledges that the Service uses third-party AI providers, including providers the Customer selects and pays directly with the Customer's own account or API key, as described in the Privacy Policy and Special Provisions (a).

Account Access

You are the sole authorized user of your account. You may not share your account credentials or permit any other person to access or use the Service through your account. You are responsible for all activity that occurs under your account, including everything your agents do.

Multi-Account Policy

Not applicable. This is an individual subscription. Corporate entities and affiliates may not share a single account across multiple employees or entities.

Not applicable. Each individual must maintain their own separate account. Account sharing is prohibited.

Additional Use Rights and Limitations

You may use the Service for your own work and your own business. You may not sublicense, resell, share, or operate the Service on behalf of third parties as a service. Any other use requires the Provider's prior written consent.

3. PAYMENT TERMS

Fees

Subscription fees for the Services as displayed within the Services at the time of signup or plan change ("Subscription Fees"). Subscription Fees do not include charges that AI providers bill to the Customer's own account or API key (see Special Provisions (i)).

Billing Frequency

Billing Frequency: Subscription Fees are billed in advance on a recurring monthly or yearly basis, as selected by Customer during the online signup or plan selection process within the Services.

Payment Terms

Payment Terms: Subscription Fees are payable automatically via credit card, debit card, or other payment methods made available through the Services. By signing up, Customer authorizes Provider and its third-party payment processors to automatically charge Customer's selected payment method for all applicable Subscription Fees, including recurring payments, until Customer cancels the subscription in accordance with this Agreement.

4. DATA AND SUSPENSION

Data Export Period

30 days post-termination. During this period you may export your data via the Service or by contacting legal@zinklabs.dev. Data export will not be possible after this period. See Data Deletion Period for the deletion timeline.

Data Deletion Period

30 days

5. USAGE AND LIMITATIONS

Usage Limits

The Customer's use of the Services is subject to the limits of the Customer's plan as displayed at signup and in Settings, including a monthly cap on voice minutes. Unused voice minutes do not roll over. When the cap is reached, voice features may pause until the next billing period while text chat keeps working. The Service does not charge overage fees.

Overage Fees

The Service does not charge overage fees.

High-Risk and Sensitive Use Restrictions

The Services are not designed for high-risk environments (medical, life-safety, or critical infrastructure) and the Customer must not deploy the Services in such contexts, or rely on the Services alone for medical, legal, financial or safety-critical decisions.

Third-Party Integration Connections

The Provider may transmit Customer Content to third-party applications and services the Customer configures to integrate with the Services, including connected accounts, repositories and the AI providers the Customer selects for each agent.

6. SPECIAL PROVISIONS

Special Provisions

(a) Artificial Intelligence Disclosure. The manager and agents run on AI models from third-party providers: Anthropic, PBC (Claude, including Claude Code) by default, and, where the Customer selects them for an agent, OpenAI (Codex), Google (Gemini CLI), xAI (Grok Build), the providers the Customer configures in OpenCode, and Meta (Muse). Real-time voice runs on OpenAI. Teammate portraits are generated with xAI. Each provider receives the instructions, context, code and content the agent sends it to do the task, under that provider's API or account terms. Where the Customer supplies an account or API key, the provider bills the Customer directly and the provider's terms apply to that use. The Provider does not use Customer Content to train AI models. The Customer acknowledges that: (i) AI output can be inaccurate, incomplete or fabricated, and agents can misunderstand instructions or take the wrong step; (ii) the Provider does not guarantee the accuracy, security or fitness of AI-generated code, plans, reports or other output; (iii) the Customer is responsible for reviewing plans before approving them and for the code, pull requests and other output the Customer's agents produce; and (iv) the Customer's sole and exclusive remedy for inaccurate AI output is to request changes, revert or close the work, pause or remove the agent, or cancel the subscription.

(b) Agent Actions and Third-Party Platforms. Agents act on the Customer's instructions using their own cloud computers and browsers, the repositories, connectors and credentials the Customer provides, and the websites they visit. The Customer acknowledges that: (i) third-party platforms have their own terms, which may restrict automated access; (ii) the Customer assumes the risk of account restrictions, rate limits, blocks or other consequences imposed by those platforms; and (iii) THE PROVIDER IS NOT LIABLE FOR ANY ACTION A THIRD-PARTY PLATFORM TAKES IN RESPONSE TO THE CUSTOMER'S AGENTS' ACTIVITY.

(c) Approval for Outbound and Sensitive Actions. Before an agent sends an email, text or other message, places a phone call, posts content, makes a purchase, places a trade or other financial transaction, or starts building an approved plan, the Service asks for the Customer's explicit approval. Purchases require the Customer's own swipe-and-hold confirmation on the Customer's device. When the Customer approves, the Customer authorizes that action and is responsible for it. Approval prompts are a safeguard, not a guarantee. When the Customer's agents contact people, the Customer must comply with applicable law, including consent rules for calls and texts (such as the Telephone Consumer Protection Act) and call-recording laws.

(d) Connected Accounts and Credentials. Credentials and connector tokens the Customer adds are stored encrypted in a vault isolated to the Customer's account and are made available only to the Customer's own agents, scoped to the repository or organization the Customer chooses. The Customer must add only accounts and credentials the Customer is authorized to use and may remove them at any time.

(e) Automatic Renewal Disclosure (FL § 501.165). The Service is offered on a subscription basis that automatically renews at the end of each billing period. The renewal price is the then-current price for the Customer's selected plan. The Customer will be charged automatically using the payment method on file unless the Customer cancels before the end of the current billing period. Cancellation is effective at the end of the then-current billing period, and the Customer retains access to the Service until that date. The Customer may cancel at any time through the Stripe billing portal accessible from the Service's Settings, or by contacting legal@zinklabs.dev. No telephone call is required to cancel. The cancellation mechanism is at least as easy to use as the original subscription method (online self-service), in compliance with Florida's automatic renewal statute.

(f) Pre-Renewal Notification. The Customer can view the upcoming renewal date and amount at any time in the Stripe billing portal accessible from Settings.

(g) Data Breach Notification. In the event of a security breach affecting the Customer's personal data, the Provider will notify the Customer in accordance with the Florida Information Protection Act of 2014 (FL § 501.171), which requires notification without unreasonable delay and no later than thirty (30) days after determination of the breach. See the Data Processing Agreement (DPA) for detailed breach notification procedures.

(h) Minimum Age. You must be at least 18 years of age to create an account and use the Service. By using the Service, you represent and warrant that you are 18 years of age or older.

(i) Your AI Accounts and Keys. The Customer's agents run on the Customer's own Claude account or Anthropic API key and on any other provider key the Customer adds for an agent. The Customer is responsible for all charges those providers bill, which are separate from the Subscription Fees, for complying with those providers' terms and usage policies, and for keeping keys valid. If a key is revoked, out of credit or rate-limited, the affected agents may stop working.

(j) Acceptable Use. The Customer will not use the Service, or direct agents, to: break any law or infringe anyone's rights; send spam, unsolicited messages or robocalls, or commit fraud, phishing or impersonation; use credentials the Customer is not authorized to use or perform credential stuffing; attack, probe or disrupt any system or network; circumvent usage caps, rate limits, isolation between users or other technical limits of the Service; harass, stalk or surveil others or record people without the consent the law requires; or create content prohibited by the usage policies of the AI providers the Customer's agents use. The Provider may pause an agent or suspend the account if it reasonably believes the Customer's use breaks these rules or puts others at risk.

(k) Beta Features and Meta Glasses. Some features are in beta, including features on Meta glasses built with Meta's developer toolkit. Beta features may be incomplete, change, or be removed at any time, and depend on third-party hardware, software and terms the Provider does not control.

(l) Apple App Terms. For the Apple apps, this Agreement is between the Customer and the Provider, not Apple. Apple has no obligation to maintain or support the apps and, to the extent the law allows, no warranty obligation for them. The Provider, not Apple, is responsible for claims relating to the apps, including product liability, legal compliance and intellectual property claims. The Customer confirms the Customer is not in a U.S.-embargoed country or on a U.S. restricted-party list. Apple and its subsidiaries are third-party beneficiaries of this Agreement.

PARTIES AND EXECUTION

CUSTOMER

PROVIDER

Company Name, Unique Identifier and Country of Organization

Zink Labs LLC

United States of America

Signature

Signature of Mitch Zink

Print Name and Title

Mitch Zink - Founder & CEO

Signature Date

September 30, 2026

Notices Address legal@zinklabs.dev

Collectively referred to as the "Parties" and individually as the "Party".

Standard Terms

1. ORDER OF PRECEDENCE

This Agreement is comprised of the following documents, listed in order of precedence:

a) these Agent Harness Terms of Service (Key Terms); and b) the Privacy Policy and Data Processing Agreement, incorporated into this Agreement by reference.

2. RULES OF INTERPRETATION

In this Agreement:

a) section, schedule, and paragraph headings will not affect its interpretation;

b) reference to a person includes a natural person and an incorporated or unincorporated body (whether having a separate legal personality or not);

c) reference to legislation or any legislative provision is a reference to the same as amended, extended, or re-enacted in the future and includes all legislation made under such legislation now or in the future; and d) a reference to writing or written includes email and any notifications given through the Services (where applicable).

e) in case of a conflict or inconsistency between various terms contained in the different documents listed in the Order of Precedence section above, the terms contained in a higher-listed document shall take precedence over the terms in a lower-listed document.

3. USE OF SERVICES

3.1 Provision and Use of Services. During the Agreement Term, the Provider shall provide the Services to the Customer in accordance with the terms of this Agreement.

3.2 Customer Obligations. The Customer agrees to:

(a) use the Services solely for the Authorized Purpose;

(b) ensure that only you use the Services and that you comply with the terms of this Agreement;

(c) refrain from copying, modifying, reverse engineering, decompiling, disassembling, creating derivative works, or otherwise attempting to identify, discover, or obtain any source code, underlying algorithms, or technical information of the Services, except to the extent expressly permitted by law or this Agreement;

(d) not observe the functionality of the Services to develop a product or service that is substantially similar to the Services;

(e) not use Services in breach of applicable law, regulations, and the Documentation;

(f) refrain from accessing, uploading, storing, or transmitting any viruses, malicious code, spam, or material that is unlawful, abusive, obscene, harmful, or otherwise inappropriate; and

(g) not to use the Services to build, train, or configure any artificial intelligence model.

4. DATA AND SECURITY

4.1 Customer Content. “Customer Content” means all data, materials, or content uploaded by you in connection with the Services, including but not limited to your messages, voice transcripts, tasks, plans, code, files, credentials, and the outputs your agents produce. For the avoidance of doubt, this does not include usage data or audit logs, which the Provider may monitor independently for their internal purposes, including but not limited to improving the Services, ensuring accurate billing, and providing support.

4.2. Customer Content Responsibilities. Customer Content will remain the property of the Customer. The Customer is responsible for:

(a) the content, quality, legality, and accuracy of the Customer Content provided by you;

(b) obtaining all necessary consents before sharing the Customer Content with the Provider; and

(c) notifying the Provider promptly if the Customer becomes aware of any unauthorized access to the Services that may impact the security, stability or integrity of Provider’s systems, or other users.

4.3 Data Security. The Provider shall maintain appropriate administrative, physical, technical, and organizational safeguards to protect the security, confidentiality, and integrity of Customer Content, as further outlined in any applicable Data Processing Addendum or related Documentation. The Provider agrees to notify the Customer of any security breaches that adversely impact the Customer Content within 72 hours of becoming aware of such security breach.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Ownership of Services and Documentation. The Provider or its third-party licensors own all intellectual property rights in and to the Services and Documentation, including any modifications or derivatives.

5.2 Ownership of Feedback. The Customer acknowledges that any intellectual property rights related to the Services or Documentation that arise from the Customer’s or your requests, suggestions, or ideas (Feedback) will vest in the Provider. The Customer grants the Provider a worldwide, non-exclusive, royalty-free license to use such Feedback solely for the purpose of improving the Services. If the Feedback includes the Customer's Confidential Information, the Provider does not own that information and will handle it in accordance with the Confidentiality Section in this Agreement.

5.3 Independent Development and Use of Customer Content

5.3.1 The Customer grants the Provider the right to:

(a) use Customer Content as necessary to provide the Services and fulfil the Provider’s obligations under this Agreement;

(b) anonymise and aggregate Customer Content (and related usage data) with similar information from other customers ensuring no individual can be identified directly or indirectly, to improve, develop, or offer new services, tools, or insights that align with the Authorized Purpose or benefit the Customer and its industry; and

(c) transmit Customer Content to third-party applications and services configured to integrate with the Services provided under this Agreement.

5.3.2 The Provider will ensure that any anonymization is performed using industry-standard techniques to render the data irreversibly non-identifiable. The Customer acknowledges that anonymized data will not be subject to any controller-processor relationship and that the Provider may use such data in compliance with applicable laws and this Agreement, including for the development and improvement of the Services.

6. FEES

6.1 Payment Terms. Subscription Fees for the Services will be charged automatically in accordance with the Billing Frequency and Payment Terms set out in the Key Terms. Customer authorizes Provider and its third‑party payment processors to automatically charge Customer’s designated payment method for all Subscription Fees when due. If any automatic charge is declined, Provider may require Customer to update its payment method and may suspend access to the Services in accordance with Section 12.4. 6.2 Non-Cancellable and Non-Refundable Fees. Except where required by applicable law or where expressly stated otherwise within the Services (for example, free trials or specific promotional offers), all Subscription Fees are non‑cancellable and non‑refundable. Subscriptions may be cancelled by Customer only in accordance with Section 12.1, and such cancellation will take effect at the end of the then‑current billing period. If Customer terminates for Provider’s material breach in accordance with this Agreement, Provider will refund any prepaid Subscription Fees for the affected Services not yet delivered as of the effective date of termination.

6.3 Disputed Payments. Provider uses third‑party payment processors (currently Stripe, Inc. and its affiliates) to process payments for the Services. Customer’s use of such payment processors is subject to the applicable processor’s terms, conditions, and privacy policies. Provider does not store full payment card numbers or card security codes (CVV/CVC) within the Services and relies on its payment processors to handle such information securely

7. TAXES

7.1 Applicability of Taxes. All fees and charges under this Agreement are exclusive of applicable taxes, levies, duties, or similar governmental charges, such as value-added tax (VAT), sales tax, goods and service tax, or use tax (collectively, Taxes), which shall be paid by the Customer at the rate and in the manner prescribed by law.

7.2 Taxes Collected by Provider. If the Provider is legally required to collect Taxes on behalf of a taxing authority, these Taxes will be itemized on the invoice provided to the Customer. Customer agrees to pay the invoiced Taxes unless it provides the Provider with a valid tax exemption certificate authorized by the appropriate taxing authority by the invoice payment due date.

8. WARRANTIES

8.1. Provider Warranties. The Provider warrants that:

(a) the Services will perform in substantial conformity with the applicable Documentation;

(b) any Support Services and Add-On Services (if applicable) will be provided with reasonable care and skill;

8.2 Sanctions and Export Controls. You shall not:

(a) export, re-export, or transfer the Services (i) in violation of any applicable export control laws or regulations, sanctions, embargoes, restrictive state lists or measures; or (ii) to any embargoed country; or

(b) permit access to or use of the Services by an organization or individual identified on any government denied-party list or owned 50% or more by an organization or individual on a denied-party list.

8.3 Mutual Warranties and Representations

8.3.1 Each Party warrants that it will comply with all applicable laws in performing its obligations or exercising its rights in this Agreement and represents that it:

(a) has the legal power and authority to enter into this Agreement;

(b) has the legal capacity and authority to enter into and perform this Agreement; and

8.3.2 For the avoidance of doubt, the Provider makes no warranty that the Customer’s use of the Services will comply with the Customer’s legal obligations, which the Customer is solely responsible for determining.

8.4 Limitation of Warranties. The Provider’s warranties shall not apply if any loss or damage arises from:

(a) using or causing the Services to be used in a way that is outside the scope of this Agreement and accompanying Documentation;

(b) unauthorized modifications or alterations to the Services, whether directly or materially caused by the Customer;

(c) negligence, misuse, or omission by the Customer that results in or amounts to a breach of its obligations under this Agreement;

(d) delays, delivery failures, or any other loss or damage resulting from the transfer of data over third-party communications networks and facilities, including the internet; or

(e) the Customer’s failure to determine its compliance with applicable laws in its use of the Services.

8.5 Remedies

8.5.1 If the Customer notifies the Provider in writing of a breach of the warranties, the Provider will, within 30 days of notification, at its discretion (acting reasonably) and expense:

(a) repair or replace the non-conforming Services or re-perform the Support Services or Add-On Services (if applicable); or

(b) if repair, replacement, or reperformance is not feasible, terminate the affected Services and provide a pro-rata refund for any unused fees paid by the Customer.

8.5.2 These remedies are the Customer’s sole and exclusive remedies for breach of warranties.

8.6. Disclaimers

8.6.1 To the maximum extent permitted by law, the Provider disclaims all warranties not expressly stated in this Agreement, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

8.6.2 Except as expressly provided, all Services, support, and materials are provided on an “as is” and “as available” basis. The Provider makes no warranty that the Services, Documentation, or that results of use will:

(a) meet the Customer’s or any third party’s requirements; (b) operate without interruption; (c) achieve any intended result; (d) be error-free; or (e) be compatible or work with Customer components.

Changes to or unavailability of Customer components, connections, or environments during the Agreement Term do not alter the Customer’s obligations under this Agreement.

9. LIMITATION OF LIABILITY

9.1 Liability Cap. Unless otherwise agreed in the Key Terms, each Party’s total aggregate liability arising under or in connection with this Agreement shall not exceed fees paid or payable in the 12-month period immediately preceding the first event giving rise to a claim (Liability Cap).

9.2 Liability Exemption. Neither Party will be liable for (a) any indirect, special, or consequential damages; or (b) whether incurred directly or indirectly, any loss of profits, revenue or goodwill, anticipated savings, or wasted expenditure (and even if advised of the possibility of such losses).

9.3 Exclusions from Liability Cap

9.3.1 The limitations and exclusions of liability set forth in this Agreement do not apply to:

(a) amounts due and payable by the Customer for the Services under this Agreement;

(b) the indemnification obligations in Section 10;

(d) fraud or wilful misconduct; or

(e) any other liability that cannot be excluded or limited under applicable law.

9.4 Applicability of Limitations and Exclusions. The limitations and exclusions in this Section 9 shall apply regardless of the legal basis of the claim, including contract, tort (including negligence), statute, strict liability, or any other legal theory.

10. INDEMNITIES

10.1 Indemnity by the Provider

10.1.1 Subject to Section 9.3 (Exclusions from Liability Cap), the Provider agrees to defend any suit or action brought against Customer for any third-party claim that the Services directly infringe such third party’s patent, copyright, or trademark, or misappropriates such third party’s trade secret (Infringement Claim).

10.2 Exclusions and Limitations

The Provider shall have no liability or obligations under this Section 10 for any Infringement Claim to the extent that it results from:

(a) modifications to the Services made by a party other than the Provider or a party under its direct control; (b) the combination, operation, or use of the Services with unauthorized third-party products, software, services, or materials; (c) use of the Services in breach of the Agreement; or (d) any Customer Content, designs, instructions, specifications, or similar materials provided by the Customer.

10.3 Remedies for Infringement. In the event of an Infringement Claim or Provider’s reasonable belief that an Infringement Claim may arise, the Provider, at its option and expense, may:

(a) procure the right for the Customer to continue using the Services in accordance with the Agreement; or (b) make modifications to or replace the Services so that they become non-infringing without incurring a material reduction in performance or functionality; or,

(c) if (a) or (b) are not commercially feasible, terminate the Customer’s right to use the infringing Services and refund the unused remainder of any prepaid Fees for those Services.

10.4 Indemnity by the Customer. The Customer agrees to defend any suit or action brought against the Provider for any third-party claim that (a) the Customer Content directly infringes such third party's patent, copyright, or trademark, or misappropriates such third party's trade secret, or violates applicable law; or (b) arises from actions the Customer's agents take at the Customer's direction or with the Customer's approval, including claims by the operators of websites, services or repositories the agents use, or by people the agents contact on the Customer's behalf. Notwithstanding Section 9.3, the Customer's aggregate indemnification liability under this Section 10.4 shall not exceed the greater of (i) all fees paid by the Customer to the Provider in the twelve (12) month period preceding the first event giving rise to a claim, or (ii) one thousand U.S. dollars (USD 1,000); provided, however, that this cap does not apply to claims arising from (x) the Customer's fraud or willful misconduct, or (y) the Customer's knowing submission of false, fabricated, or materially misleading information into the Service.

10.5 Indemnification Procedure. The indemnifying Party shall not settle any claim in a manner that materially prejudices the indemnified Party without the indemnified Party’s prior written consent. Each Party agrees to indemnify the other from any resulting costs related to such defence and damages finally awarded by a court of competent jurisdiction, provided that:**

(a) the indemnified Party promptly notifies the indemnifying Party in writing of the claim; (b) the indemnifying Party has sole control of the defence and all related settlement negotiations; and (c) the indemnified Party provides the indemnifying Party with the information, assistance, and authority necessary to fulfil its obligations under this Section 10.

10.6 Limitation. This Section 10 sets out the Parties’ sole and exclusive remedies and their entire liability with respect to claims that are subject to indemnification under the Agreement.

11. CONFIDENTIALITY

11.1 Definition of Confidential Information Each Party may share confidential, proprietary, or sensitive information (Confidential Information) with the other in connection with this Agreement. Confidential Information does not include publicly available information obtained without breach of this Agreement or any information that:

(a) was known by the receiving Party on a non-confidential basis before disclosure,

(b) was lawfully obtained from a third party without confidentiality obligations, or

11.2 Obligations Regarding Confidential Information. The receiving Party agrees to use Confidential Information solely for purposes of this Agreement, to protect it using at least the same level of care as it uses for its confidential information, and to limit the disclosure to its employees, contractors, or agents who need to know it to fulfil obligations under this Agreement and are bound by confidentiality obligations. The receiving Party may disclose Confidential Information if required by law, provided it promptly notifies the disclosing Party (if permitted) and cooperates to minimise the disclosure. Upon termination of this Agreement, the receiving Party will, upon written request, destroy or return Confidential Information, except as required for legal or regulatory purposes or archival practices.

12. TERM AND TERMINATION

12.1 Term. This Agreement commences on the Agreement Start Date and remains in effect until terminated in accordance with this Section 12 (the "Agreement Term"). Unless otherwise specified in the Key Terms, Customer’s subscription to the Services will begin on the date Customer first subscribes within the Services and will continue on a recurring monthly basis until cancelled. Customer may cancel its subscription at any time through the account settings within the Services, in which case cancellation will be effective at the end of the then‑current billing period. Provider may terminate this Agreement or any subscription in accordance with the termination rights in this Section 12.

12.2 Termination Rights. Either Party may terminate this Agreement immediately by giving written notice to the other Party if:

(a) the other Party commits a material breach of this Agreement that is not remedied within 30 business days of receiving written notice specifying the breach and requiring it to be remedied;

(b) the other Party engages in persistent breaches which, when taken together, can reasonably be considered to constitute a material breach and shall be subject to the remedy period set out in 12.2(a) above;

(c) the other Party is unable to pay its debts when they fall due or admits inability to pay its debts, becomes insolvent, files for bankruptcy, or undergoes similar proceedings; or

(d) the other Party’s operational or business processes have demonstrably and substantially changed to the extent that it is no longer capable of meeting its obligations under this Agreement.

12.3 Actions on Termination. Upon termination of this Agreement, if requested by Customer during the Data Export Period, the Provider must return to the Customer (or otherwise make available functionality for the Customer to download) a copy of the Customer Content in a commonly used, machine-readable format. Following the conclusion of any applicable Data Export Period, the Provider will delete all Customer Content from its systems within the Data Deletion Period specified in the Key Terms unless retention is required to comply with legal or regulatory obligations. The Provider will ensure that deletion is performed in a secure and industry-standard-compliant manner.

12.4 Suspension of Services

12.4.1 The Provider may suspend or limit the Customer's use of the Services under the following circumstances (Suspension Triggers):

(a) Overdue Payments: Payments are overdue by 15 days or more. (b) Illegal or Inappropriate Use: The Provider becomes aware of, or has valid reason to believe, the Customer is engaging in unlawful use of the Services. (c) Risk of Harm: The Provider determines that the Customer's use may harm the Services, compromise the security of the Provider's systems or other customers, or infringe on third-party rights. (d) Breach of Agreement: The Customer’s use of the Services breaches this Agreement, disrupts other customers or adversely impacts the performance of the Provider's systems.

12.4.2 In the event of a Suspension Trigger, the Provider may take actions including immediate suspension in emergencies or within 30 days for other triggers. The Provider will notify the Customer in writing (where permitted by law) and may modify, suspend, or deactivate the Services to address the issue or comply with this Agreement and applicable laws.

12.4.3 If the Customer is subject to an investigation for alleged illegal or inappropriate use of the Services, they must cooperate with the Provider. Failure to cooperate or resolve the issue within a reasonable timeframe may result in immediate suspension or termination of access to the Services.

12.4.4 The Provider will take reasonable steps to mitigate and minimise the duration of any suspension. Access to the Services will be restored promptly once the underlying issue is resolved to the Provider’s reasonable satisfaction.

13. GENERAL TERMS

13.1 Notices. Formal notices under this Agreement must be in writing and sent to the email or postal addresses on the Agreement’s Cover Page as may be updated by a Party to the other in writing.

13.2 Third parties. Only Parties to this Agreement have the right to enforce any of its terms.

13.3 No Partnership. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership, joint venture, agency, fiduciary relationship, or other form of legal association between the Parties. Neither Party shall have any authority to bind or obligate the other Party in any manner unless expressly agreed in writing.

13.4 Amendments. The Provider may modify this Agreement. For material changes, the Provider will give notice (by email or in-app) at least fourteen (14) days before the changes take effect, and where the Service requires it will request renewed consent. Continued use of the Service after the effective date constitutes acceptance of the modified Agreement.

13.5 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all its assets. Any assignment made in violation of this Section will be null and void.

13.6 Waiver. If a Party fails to enforce a right under this Agreement, that will not be deemed a waiver of that right at any time.

13.7 Counterparts. This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

13.8 Governing Law. This Agreement shall be governed by and construed in accordance with, the Governing Law as outlined in the Key Terms, disregarding its conflict of laws and jurisdiction provisions.

13.9 Dispute Resolution. Any dispute arising in connection with this Agreement must be resolved by the Dispute Resolution Method as outlined in the Key Terms.

13.10 Force Majeure. Neither Party will be considered in breach of this Agreement if a delay in meeting their obligations is caused by something beyond their reasonable control. This includes, but is not limited to, strikes, industrial disputes, utility or transport failures, natural disasters, war, riots, vandalism, compliance with laws or government orders, terrorist acts, internet or communication network failures, cyberattacks, fires, floods, or storms. The affected Party must inform the other Party as soon as possible and resume their obligations as soon as the issue is resolved.

13.11 Entire Agreement. This Agreement, including its appendices and other documents that are referenced throughout the Agreement, constitutes the entire agreement between the Parties and replaces any pre-contractual agreements, warranties, conditions, duties and obligations that the Parties have agreed to during their negotiations.

13.12 Severability. If any provision in this Agreement is determined to be unenforceable, invalid, frustrated, or otherwise beyond the scope permitted by law, the remainder of the Agreement shall remain operative.

13.13 Survival. The rights and obligations of the Parties under this Agreement that by their nature or context are intended to survive termination or expiration of this Agreement will remain in effect, including but not limited to Sections related to Fees, Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Governing Law, and Dispute Resolution.

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Standard Cloud Services Agreement (oneSaaS Version 1.0). Law Insider Standards | Licensed under CC-BY 4.0