Terms of Service

1.a. Accepting

By clicking "Subscribe" (or similar button or checkbox) at the time you register for a Product, create a Product account, or place an Order you acknowledge that you have read, understood, and agree to be legally bound by these Terms. If you do not accept these Terms, you shall not access, browse or use the Product.

1.b. Representation

If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party that you represent. If you don't have the legal authority to bind your employer or the applicable entity please do not click "Subscribe" (or similar button or checkbox) that is presented to you.

1.c. Effective Date

These Terms are effective as of the date you first click "Subscribe" (or similar button or checkbox) or use or access a Product, whichever is earlier (the "Effective Date").

1.d. Changes to these terms

You understand and agree that we may change these Terms at any time, with notice to you or by posting the modified Terms on our website. The revised terms and conditions will become effective at the time of posting. You can determine when these Terms were last revised by referring to the date at the top of these Terms. Any use of the Product after such date shall constitute your acceptance of such revised terms and conditions. If any change to these Terms is not acceptable to you, you shall cease accessing, browsing and otherwise using the Product.

Except as otherwise indicated below, modifications to these Terms will take effect at the next renewal of your Subscription Term and will automatically apply as of the renewal date unless you elect not to renew the Subscription. If the effective date of such modifications is during your then-current Subscription Term and you object to the modifications, then (as your exclusive remedy) you may terminate your affected Orders upon notice to us, and we will refund you any fees you have pre-paid for use of the affected Products for the terminated portion of the applicable Subscription Term. To exercise this right, you must provide us with notice of your objection and termination within thirty (30) days of us providing notice of the modifications. For the avoidance of doubt, any Order is subject to the version of these Terms in effect at the time of the Order.

1.e. Privacy Policy Acceptance

Your access to and use of the Product is also subject to our Privacy Policy, the terms and conditions of which are hereby incorporated herein by reference. We may modify the Privacy Policy to take effect during your then-current Subscription Term in order to respond to changes in our products, our business, or Laws. In this case, unless required by Laws, we agree not to make modifications to Privacy Policy that, considered as a whole, would substantially diminish our obligations during your then-current Subscription Term. Modifications to the Privacy Policy will take effect automatically as of the effective date specified for the updated policies.

1.f. Age Requirement

The Products are not intended for, and should not be used by, anyone under the age of 18.

2.a. Rights

Subject to these Terms and during the applicable the Subscription Term, you may access and use the Products for your own business purposes, as applicable, all in accordance with these Terms, the applicable Order and the Documentation. The rights granted to you in this section are non-exclusive, non-sublicensable, and non-transferable.

2.b. Restrictions

Except as otherwise expressly permitted in these Terms, you will not:

• reproduce, modify, adapt or create derivative works of the Products;
• rent, lease, distribute, sell, sublicense, transfer or provide access to the Products to a third party;
• use the Products for the benefit of any third party;
• incorporate any Products into a product or service you provide to a third party;
• interfere with or otherwise circumvent mechanisms in the Products intended to limit your use;
• reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Products, except to the extent expressly permitted by applicable law (and then only upon advance notice to us);
• remove or obscure any proprietary or other notices contained in any Product;
• use the Products for competitive analysis or to build competitive products;
• harvest or collect personally identifiable information about other users;
• interfere with or disrupt the operation or the servers or networks used to make the Products available; or violate any requirements, procedures, policies or regulations of such networks;
• disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters your use of the Product; or
• encourage or assist any third party to do any of the foregoing.

2.c. Support

During the Subscription Term, we will provide Support for the Products, and the applicable Order.

3.a. Credentials

You must keep your passwords for the Products strictly confidential and do not share such information with any unauthorized person. You agree to immediately notify us of any unauthorized use of which you become aware.

3.b. Security

We implement and maintain physical, technical and administrative security measures designed to protect Your Data from unauthorized access, destruction, use, modification, or disclosure.

3.c. Privacy

We collect certain data and information about you in connection with your use of the Products and otherwise in connection with these Terms. We collect and use all such data and information in accordance with our Privacy Policy, which you acknowledge.

3.d. Improving Products

We strive to improve the Products. In order to do so, we use analytics techniques to better understand how our Products are being used. For more information on these techniques and the type of data collected, please read our Privacy Policy.

3.e. Subpoenas

Nothing in these Terms prevents us from disclosing Your Data to the extent required by law, subpoenas or court orders, but we will use commercially reasonable efforts to notify you where permitted to do so.

4.a. Your Data Rights

You retain all right, title and interest in and to Your Data sent to the Products. Subject to these Terms, and solely to the extent necessary to provide the Products to you, you grant us a worldwide, limited term license to access, use, process, copy, distribute, perform, export, and display Your Data. Solely to the extent that reformatting Your Data for display in a Product constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. We may also access your accounts, and your Products in order to respond to your support requests.

4.b. Compliance

You and your use of Products must comply at all times with these Terms and all Laws. You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to submit all Your Data to the Products and to grant the rights granted to us in these Terms and (ii) Your Data and its submission and use as you authorize in these Terms will not violate (1) any Laws, (2) any third-party intellectual property, privacy, publicity or other rights, or (3) any of your or third-party policies or terms governing Your Data. Other than our express obligations under Section 3 (Security and data privacy policies), we assume no responsibility or liability for Your Data, and you are solely responsible for Your Data and the consequences of submitting and using it with the Products.

7.a. Services

Subject to these Terms, you may purchase Additional Services that we will provide to you pursuant to the applicable Order. Additional Services may be subject to additional policies and terms as specified by us.

7.b. Deliverables

We will retain all right, title and interest in and to Our Deliverables. You may use any of Our Deliverables provided to you only in connection with the Products, subject to the same usage rights and restrictions as for the Products. For clarity, Our Deliverables are not considered Products, and any Products are not considered to be Our Deliverables.

7.c. Materials

You agree to provide us with reasonable access to Your Materials as reasonably necessary for our provision of Additional Services. If you do not provide us with timely access to Your Materials, our performance of Additional Services will be excused until you do so. You retain your rights in Your Materials, subject to our ownership of any Products, any of Our Deliverables or any of Our Technology underlying Your Materials. We will use Your Materials solely for purposes of performing the Additional Services. You represent and warrant that you have all necessary rights in Your Materials to provide them to us for such purposes.

10.a. Tax Responsibility

Your fees under these Terms exclude any taxes or duties payable in respect of the Products in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by us, you must pay to us the amount of such taxes or duties in addition to any fees owed under these Terms. Notwithstanding the foregoing, if you have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed, you may provide us with such exemption information, and we will use reasonable efforts to provide you with invoicing documents designed to enable you to obtain a refund or credit from the relevant revenue authority, if such a refund or credit is available.

10.b. Withholding Taxes

You will pay all fees net of any applicable withholding taxes. You and we will work together to avoid any withholding tax if exemptions, or a reduced treaty withholding rate, are available. If we qualify for a tax exemption, or a reduced treaty withholding rate, we will provide you with reasonable documentary proof. You will provide us reasonable evidence that you have paid the relevant authority for the sum withheld or deducted.