Effective Date: August 14, 2026
PART 1: THE RELATIONSHIP, DEFINITIONS & INTERMEDIARY STATUS
1. THE CONTRACTUAL RELATIONSHIP
1.1. Parties. This Master Terms of Service (this "Agreement") is a binding legal contract entered into between:
The Provider: The specific Pinkdude Contracting Entity determined by the Customer’s billing location and currency, as strictly defined in the Contracting Entity Matrix within the Platform Framework (Document 0) (hereinafter referred to as "Provider", "We", "Us", or "Our").
The Customer: The legal entity, business organization, or individual professional identified in the account registration field, Order Form, or subscription plan check-out page (hereinafter referred to as "Customer", "Client", or "You").
1.2. Incorporation of Framework Documents. The Platform Framework (Document 0) is hereby incorporated by reference into this Agreement as if fully set forth herein. The Customer acknowledges that the specific Contracting Entity, Governing Law, Dispute Resolution Venue, and Infrastructure Location applicable to this Agreement are static variables defined in the Framework and determined automatically based on the Customer's inputs. By accepting this Agreement, the Customer explicitly acknowledges having read, understood, and accepted the Framework and all documents referenced therein.
1.3. BUSINESS USE ONLY (NO CONSUMERS).
The Customer represents, warrants, and covenants that it is entering into this Agreement strictly for trade, business, commercial, or professional purposes. The Customer explicitly confirms that it is NOT a "Consumer" (as defined by EU Directive 2011/83/EU, the UK Consumer Rights Act 2015, the Australian Consumer Law, or any applicable local consumer protection legislation). Consumer protection laws do not apply to this Agreement. If you are a Consumer, you are expressly prohibited from registering for, accessing, or using the Services.
1.4. Independent Affiliate Liability. The Provider operates as part of a global group of affiliated companies (the "Group"). The Customer agrees that its contractual relationship is solely and exclusively with the specific Contracting Entity defined in the Framework. No other affiliate, parent, subsidiary, or related entity of the Group shall be liable for the obligations, debts, errors, omissions, or service failures of the Contracting Entity.
1.5. Service Delivery via Affiliates. The Customer acknowledges that while the Contracting Entity is the legal counterparty, the technical delivery of the Services—including the operation of the Proprietary Cloud Infrastructure, data hosting, and technical support—may be performed by other affiliates within the Group acting as subcontractors (e.g., an Infrastructure Operator entity hosting data for a Regional Sales entity).
2. EXHAUSTIVE DEFINITIONS
To ensure global consistency across legal jurisdictions and to avoid ambiguity, the following capitalized terms shall have the specific meanings set forth below:
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
"Authorized User" means any individual natural person (including employees, contractors, agents, or automated systems) authorized by the Customer to access the Services subject to these Terms and for whose acts and omissions the Customer is responsible.
"Client Data" means all electronic data, files, text, software, financial records, emails, source code, images, videos, or other materials submitted, uploaded, imported, or transmitted to the Services by the Customer or its Authorized Users.
"Confidential Information" means all non-public information disclosed by a party that is designated as confidential or strictly proprietary, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
"Documentation" means the online user guides, technical manuals, API references, policy documents, and help center articles made available by the Provider, as updated from time to time.
"Free Services" means any Services, features, or tools provided to the Customer at no charge, including but not limited to Accounting Software, Email Hosting, Website Builders, Project Management Tools, Beta Features, Trial Accounts, and Free Tier Storage.
"Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.
"Malicious Code" means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs, trojan horses, ransomware, and spyware.
"Order Form" means an ordering document, online subscription checkout page, or Statement of Work (SOW) specifying the Services to be provided, that is entered into between the Customer and the Provider (or any of their Affiliates).
"Paid Services" means specific Services for which the Customer pays a recurring fee, such as Premium Cloud Storage, Compute Tokens, Enterprise Integrations, or Dedicated Hosting.
"Proprietary Infrastructure" (or "Private Cloud") means the hardware, servers, networking fabric, storage arrays, virtualization software, and data centers that are directly owned, leased, or managed by the Provider or its Affiliates, distinct from public cloud services (e.g., AWS, Azure, GCP).
"Services" means the specific products, tools, APIs, and features subscribed to by the Customer, as categorized in the Service Catalog within the Platform Framework (Document 0).
"Subscription Term" means the period of time during which the Customer is authorized to access the Services, including any initial term and all auto-renewal periods.
"Tenant" means the logical isolation unit within the Provider's multi-tenant architecture, dedicated exclusively to the Customer's data, configuration, and user management.
3. INTERMEDIARY STATUS & SCOPE OF SERVICES
3.1. Provision of Services. Subject to the terms and conditions of this Agreement, the Provider shall make the Services available to the Customer pursuant to the applicable Order Forms.
3.2. PASSIVE INFRASTRUCTURE STATUS (INTERMEDIARY PROTECTION).
The Customer acknowledges and agrees that the Services constitute a passive infrastructure and platform offering.
(a) Passive Conduit: The Provider does not initiate transmissions, select recipients, or modify Customer Data. The Provider acts solely as an intermediary technology provider and shall not be considered a publisher, speaker, author, controller, or operator of Customer content.
(b) No Knowledge: The Provider does not monitor, review, or inspect the content of Client Data stored on the Proprietary Infrastructure. The Provider assumes no actual or constructive knowledge of the specific content uploaded by the Customer.
(c) Customer Responsibility: The Customer is solely responsible for all data transmitted, stored, displayed, or processed using the Services. The Provider is merely the storage utility.
3.3. LEGAL PROTECTIONS (SAFE HARBORS).
To the maximum extent permitted by applicable law, the Provider expressly seeks, asserts, and reserves all rights, immunities, and protections available to intermediary service providers, including but not limited to:
(a) EU Digital Services Act (DSA): The Provider qualifies as a provider of "hosting" and "mere conduit" services;
(b) EU eCommerce Directive (2000/31/EC): Articles 12-14 (Liability of intermediary service providers);
(c) U.S. Communications Decency Act §230: The Provider shall not be treated as the publisher or speaker of any information provided by another information content provider;
(d) DMCA Safe Harbor: 17 U.S.C. § 512 (Limitations on liability relating to material online); and
(e) Any analogous laws, regulations, or safe harbors in other global jurisdictions.
3.4. Free Services (The "No Liability" Zone).
Notwithstanding anything to the contrary in this Agreement, any Free Services are provided "AS-IS", "AS-AVAILABLE", and "WITH ALL FAULTS". The Provider makes no warranty of any kind regarding Free Services. Services provided without charge carry ZERO financial liability to the maximum extent permitted by law. The Provider may terminate, suspend, modify, or deprecate Free Services at any time without notice and without liability.
3.5. Service Evolution. The Provider reserves the right to update, modify, or deprecate features of the Services.
Paid Services: If a modification significantly reduces core functionality of a Paid Service, the Provider shall give reasonable electronic notice.
Free Services: Modifications may occur without notice.
3.6. NO DUTY TO MONITOR.
The Provider has no general obligation to monitor the Services or Customer activity. Failure to monitor shall not be interpreted as acceptance, endorsement, or approval of Customer conduct. The Provider reserves the right—but not the duty—to investigate suspected violations, technical anomalies, or security threats at its sole discretion.
4. ACCOUNT RULES AND IDENTITY VERIFICATION (STRICT)
4.1. One Person, One Account Policy.
To maintain the integrity of the Free Tier and preventing abuse, each natural person is strictly limited to maintaining ONE (1) Personal Account.
(a) Business Projects: The Customer may create multiple "Business Projects," "Teams," or "Organizations" under that single Personal Account.
(b) Evasion Prohibited: Creating multiple Personal Accounts to bypass restrictions, storage limits, API rate limits, or bans is a material breach of this Agreement.
(c) Merge/Delete: The Provider reserves the right to merge, suspend, or terminate duplicate accounts without notice.
4.2. IDENTITY VERIFICATION (KYC & AML).
To prevent abuse, fraud, money laundering, and the hosting of illegal content, the Provider reserves the right to require Identity Verification at any time.
(a) Documentation: This may include requesting a government-issued ID (Passport/Driver’s License), live video verification, proof of address, or business incorporation documents.
(b) Triggers: Verification may be triggered by high-volume usage, suspicious referral patterns, or random security audits.
(c) Refusal: Failure to provide satisfactory proof of identity within forty-eight (48) hours of a request will result in immediate Permanent Suspension and deletion of all Client Data.
4.3. REFERRAL RESPONSIBILITY ("THE BAD GUY CHAIN").
Your Account is cryptographically linked to the users you invite via referral codes, team invites, or project memberships.
(a) Vicarious Liability: You agree that if a user you invited is terminated for "Abuse" (e.g., Spam, Phishing, Illegal Content), YOUR account may also be flagged, suspended, or terminated at our sole discretion.
(b) Vetting: You are responsible for vetting the trustworthiness of the individuals you invite to the Platform.
4.4. ASSOCIATED ACCOUNT LIABILITY.
Accounts reasonably linked through ownership, administration, invitation, shared credentials, payment methods, device fingerprints, IP addresses, or operational control may be suspended collectively. The Provider may take action against all associated accounts to prevent coordinated abuse, "spam rings," or fraud networks.
5. LICENSE GRANT AND ACCESS RIGHTS
5.1. Access License. Subject to the Customer's continuous compliance with this Agreement and the timely payment of all applicable Fees, the Provider grants the Customer a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable, and limited right to access and use the Services defined in the Service Catalog (Document 0) during the Subscription Term.
5.2. Nature of the License. The Customer acknowledges that this is a "Software-as-a-Service" and "Infrastructure-as-a-Service" agreement, not a software delivery contract.
(a) No Code Delivery: The Customer is not granted a license to download, copy, or install any software, source code, or object code belonging to the Provider.
(b) Proprietary Environment: The License is strictly limited to the remote access and use of the Services hosted on the Provider's Proprietary Infrastructure.
5.3. Authorized Users. Credentials (usernames/passwords/API Tokens) are strictly personal and may not be shared or used by more than one individual ("Seat Sharing" is prohibited). The Customer remains fully liable for the acts, omissions, and negligence of its Authorized Users as if they were its own.
6. ACCEPTABLE USE POLICY & AUTOMATED ENFORCEMENT
We have zero tolerance for abuse. We reserve the right to terminate your account immediately and without notice at our sole discretion if we determine you have violated the following:
6.1. AUTOMATED MONITORING AND ENFORCEMENT.
The Provider may utilize automated systems, machine learning tools, algorithmic detection, and security technologies to identify suspected violations.
(a) Auto-Ban: Enforcement actions (including suspension, restriction, or termination) may be taken automatically without human review.
(b) False Positives: The Customer acknowledges that automated systems may produce false positives and agrees that such enforcement shall not constitute a breach of this Agreement.
(c) Review: The Provider is not obligated to provide a manual review or explanation for automated bans on Free Tier accounts.
6.2. General Prohibitions. The Customer shall not:
(a) Reverse Engineering: Decompile, disassemble, reverse engineer, or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats, or programming interfaces of the Services or the Proprietary Infrastructure.
(b) Competitive Analysis: Access the Services for the purpose of building a competitive product or service, or for monitoring availability, performance, or functionality for any benchmarking purposes.
(c) Reselling: Sell, resell, license, sublicense, rent, lease, or distribute the Services to any third party, or use the Services for timesharing or service bureau purposes, unless explicitly authorized in a separate "Reseller Agreement."
6.3. PROHIBITED HIGH-RISK ACTIVITIES.
The Customer may not use the Services for activities that present elevated legal, regulatory, or reputational risk, as determined by the Provider in its sole discretion, including but not limited to:
(a) Unsolicited Communications: Large-scale spam, cold-emailing, or bulk messaging without explicit opt-in (Transactional or Marketing).
(b) Phishing & Fraud: Hosting fake login pages, deceptive financial schemes, social engineering sites, or "typosquatting" domains.
(c) Malware Distribution: Storing or distributing viruses, trojans, ransomware, or exploit kits.
(d) Human Exploitation: Content depicting CSAM, trafficking, non-consensual sexual acts, or extreme violence.
(e) Sanctions Evasion: Using the Services in violation of trade laws, embargoes, or export restrictions.
(f) Unlawful Surveillance: Hosting spyware, keyloggers, or stalkerware.
6.4. INFRASTRUCTURE ABUSE (PRIVATE CLOUD PROTECTION).
Because the Services run on the Provider's proprietary hardware, the Customer is strictly prohibited from:
(a) Resource Abuse: Using the Services in a manner that imposes an unreasonable or disproportionately large load on the Provider's infrastructure (e.g., High-Frequency Trading bots or unoptimized scraping scripts) that degrades performance for other Tenants.
(b) Crypto-Mining: Using any compute resources (VMs, Containers, or Functions) for cryptocurrency mining or any other blockchain proof-of-work activities.
(c) AI Abuse: Training Large Language Models (LLMs), Generative Adversarial Networks (GANs), or operating large-scale automation bots without a dedicated HPC plan.
(d) Network Scanning: Performing vulnerability scanning, penetration testing, or port scanning of the Provider's network or physical hardware without prior written authorization.
(e) Storage Dump: Using storage Services as a public distribution point for pirated content ("Warez") or as a "blind drop" for third-party data.
6.5. Unethical Content (The "Sole Discretion" Standard).
The Provider reserves the right to remove content that is technically legal but unethical, offensive, or harmful in our sole discretion. This includes pornography, sexually explicit material (regardless of legality), hate speech, or content promoting self-harm.
7. SUSPENSION AND RESTRICTION RIGHTS
7.1. SUSPENSION ON SUSPICION.
The Provider may suspend or restrict access immediately and without prior notice where reasonably necessary to:
(a) Protect the integrity of the Proprietary Infrastructure;
(b) Prevent harm to other users or third parties;
(c) Comply with legal obligations or regulatory requests;
(d) Mitigate security risks (e.g., stopping a DDoS attack); or
(e) Stop abusive behavior detected by automated systems.
7.2. No Investigation Duty. The Provider is not obligated to complete an investigation prior to suspension. The Customer acknowledges that access to the Services is a privilege, not a right, particularly regarding Free Services.
7.3. No Liability for Suspension. The Provider shall not be liable to the Customer or any third party for any modification, suspension, or discontinuance of the Services resulting from a violation (or suspected violation) of this Section.
8. PROPRIETARY RIGHTS AND OWNERSHIP
8.1. Provider Ownership (The Platform).
The Customer acknowledges and agrees that the Provider (and its licensors, including MB Ugauga) retains all right, title, and interest in and to:
(a) The Services: The Platform, the Proprietary Infrastructure, and all related software, algorithms, user interfaces, designs, and Documentation;
(b) Intellectual Property: All patents, copyrights, trademarks, trade secrets, and other intellectual property rights related to the foregoing; and
(c) Improvements: Any modifications, corrections, or enhancements to the Services, regardless of whether they were inspired by Customer feedback.
Nothing in this Agreement conveys any ownership rights to the Customer. The Provider reserves all rights not expressly granted herein.
8.2. Customer Ownership (The Data).
As between the parties, the Customer retains all right, title, and interest in and to the Client Data. The Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Client Data. The Customer warrants that it has secured all necessary rights and consents to provide the Client Data to the Provider for processing.
8.3. License to Host Client Data.
The Customer grants the Provider (and its affiliates and sub-processors listed in Document 0) a worldwide, limited-term, royalty-free license to host, copy, transmit, display, and process Client Data solely as necessary to:
(a) Service Provision: Provide the Services in accordance with this Agreement;
(b) Security: Detect, prevent, and resolve security and technical issues; and
(c) Compliance: Comply with applicable law and regulations.
8.4. Aggregated and Anonymous Data.
The Customer agrees that the Provider may calculate aggregate, anonymized statistics about the use of the Services (e.g., "Average storage used by UK clients") for the purpose of improving the Service and infrastructure planning. Such Aggregated Data shall not identify the Customer or any natural person and shall be the sole property of the Provider.
8.5. Feedback License.
If the Customer or its Authorized Users provide any suggestions, enhancement requests, recommendations, or other feedback regarding the Services ("Feedback"), the Customer hereby grants the Provider a worldwide, perpetual, irrevocable, royalty-free, fully paid-up license to use, distribute, modify, and create derivative works of such Feedback for any purpose, without any compensation or attribution to the Customer.
9. CONFIDENTIALITY & INVESTIGATIONS
9.1. Definition of Confidential Information.
As used herein, "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
Customer Confidential Information includes: Client Data; Authorized User lists; and specific business logic implemented on the Platform.
Provider Confidential Information includes: The Services; the Platform architecture; the Proprietary Infrastructure design; pricing terms (other than public pricing); audit reports; and the results of any security or performance tests.
9.2. Protection of Confidential Information.
The Receiving Party agrees:
(a) Standard of Care: To use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care);
(b) Use Restriction: Not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and
(c) Access Control: To limit access to Confidential Information to those of its employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements.
9.3. Exclusions.
Confidential Information shall not include information that: (a) Is generally known to the public without breach of any obligation; (b) Was known to the Receiving Party prior to its disclosure; (c) Is received from a third party without breach; or (d) Was independently developed by the Receiving Party.
9.4. SECURITY INVESTIGATION CONFIDENTIALITY (CRITICAL).
The Provider is not obligated to disclose details of its security processes, abuse detection methods, algorithmic triggers, or investigative procedures to the Customer. The Provider reserves the right to keep such information confidential to prevent attackers, spammers, or bad actors from reverse-engineering the platform's defenses. The Customer acknowledges that "Security by Obscurity" regarding detection methods is a valid defense strategy.
9.5. Compelled Disclosure.
The Receiving Party may disclose Confidential Information if compelled by law, provided it gives the Disclosing Party prior notice (if legally permitted) and reasonable assistance if the Disclosing Party wishes to contest the disclosure.
10. SECURITY AND INFRASTRUCTURE INTEGRITY
10.1. Provider Security Obligations.
The Provider shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Client Data.
(a) Physical Security: Because the Provider operates Proprietary Infrastructure, the Provider warrants that all hardware is housed in secure facilities with restricted physical access (e.g., biometric controls, 24/7 surveillance).
(b) Network Security: The Provider shall implement industry-standard encryption (TLS 1.2 or higher) for data in transit and encryption-at-rest for data stored on the Proprietary Infrastructure.
10.2. Customer Security Obligations.
The Customer is responsible for: (a) Configuring its Authorized User access controls appropriately; (b) Ensuring the security of its Authorized Users' passwords and API keys; and (c) Using reasonable efforts to prevent unauthorized access to or use of the Services.
10.3. Incident Notification.
If the Provider becomes aware of any unlawful or unauthorized access to Client Data stored on its Proprietary Infrastructure (a "Security Incident"), the Provider shall notify the Customer without undue delay (and in any event within the timeframe required by applicable law). The Provider shall provide reasonable information and cooperation to the Customer to assist in its investigation of the Security Incident.
11. DATA PROTECTION AND BACKUPS
11.1. Data Processing Agreement (DPA).
The processing of Personal Data by the Provider shall be governed by the Data Processing Agreement (Document 2.3), which is hereby incorporated by reference. In the event of any conflict between this Agreement and the DPA regarding the processing of Personal Data, the DPA shall control.
Roles: The Customer is the "Controller" (or "Business") and the Provider is the "Processor" (or "Service Provider").
11.2. CUSTOMER BACKUP OBLIGATION (NON-NEGOTIABLE).
Unless expressly stated otherwise in a "Managed Backup" Service Level Agreement purchased separately, the Services do not constitute a digital archive.
(a) Sole Responsibility: The Customer acknowledges that hardware failures, software bugs, and human error are inherent risks in any cloud system. The Customer is solely responsible for maintaining independent, off-site backup copies of all critical Client Data.
(b) Liability Waiver: The Provider shall not be liable for any loss, corruption, or destruction of data that could have been mitigated by the Customer maintaining such external backups. The Provider is not responsible for data loss caused by Customer error (e.g., accidental deletion).
11.3. Data Residency and Sovereignty.
The Provider shall store and process Client Data primarily in the region(s) specified in the Infrastructure & Data Residency section of the Platform Framework (Document 0).
No Third-Party Cloud Dependency: The Customer acknowledges that the Provider's core storage services are hosted on hardware owned or directly leased by the Provider's Group, ensuring that data is not subject to the unilateral terms of third-party public hyperscalers.
12. REPRESENTATIONS AND WARRANTIES
12.1. Mutual Representations.
Each party represents and warrants to the other that:
(a) Authority: It has the full legal power and authority to enter into this Agreement and to perform its obligations hereunder;
(b) No Conflict: The execution and performance of this Agreement does not violate any other agreement to which it is a party; and
(c) Compliance: It will comply with all laws, regulations, and ordinances applicable to its business in connection with its performance under this Agreement.
12.2. TRADE COMPLIANCE & SANCTIONS (STRICT).
The Customer represents and warrants that it is not subject to sanctions or export restrictions.
(a) Prohibited Persons: The Customer confirms that neither it nor any of its Authorized Users is named on any U.S. government denied-party list (e.g., OFAC SDN List), EU Consolidated Financial Sanctions List, or UK Sanctions List.
(b) Prohibited Jurisdictions: The Customer shall not permit Authorized Users to access or use any Service in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Syria, and the Crimea/Luhansk/Donetsk regions of Ukraine) or in violation of any applicable export law or regulation.
(c) Right to Restrict: The Provider reserves the right to restrict access to the Services in certain jurisdictions or to certain parties without notice to comply with such laws.
12.3. Provider Warranties (Paid Services Only).
For Paid Services only, the Provider warrants that during an applicable Subscription Term:
(a) Performance: The Services will perform materially in accordance with the applicable Documentation;
(b) Security: The Provider will not materially decrease the overall security of the Services during the Subscription Term; and
(c) Malicious Code: The Services will be free of Malicious Code, provided that the Provider is not responsible for Malicious Code introduced by the Customer or Authorized Users.
12.4. Exclusive Remedy.
For any breach of a warranty above, the Customer's exclusive remedies are those described in the "Termination" and "Refund" sections below.
13. DISCLAIMERS AND "NO ADVICE" SHIELD
13.1. ABSOLUTE DISCLAIMER (FREE SERVICES).
THE FREE SERVICES ARE PROVIDED "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REGARDING THE FREE SERVICES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.
(a) Zero Liability: Services provided without charge carry ZERO financial liability to the maximum extent permitted by law.
(b) No Support: The Provider has no obligation to provide technical support or SLA credits for Free Services.
13.2. NO PROFESSIONAL ADVICE (ACCOUNTING & TAX).
THE SERVICES (ESPECIALLY ACCOUNTING, INVOICING, AND FINANCIAL TOOLS) ARE PROVIDED FOR INFORMATION AND PRODUCTIVITY PURPOSES ONLY.
(a) NOT AN ADVISOR: THE PROVIDER IS NOT AN ACCOUNTING FIRM, LAW FIRM, TAX ADVISOR, OR FINANCIAL PLANNER. THE SERVICES DO NOT CONSTITUTE LEGAL, FINANCIAL, TAX, OR REGULATORY ADVICE.
(b) NO RELIANCE: THE CUSTOMER ACKNOWLEDGES THAT IT SHOULD NOT RELY SOLELY ON THE SERVICES FOR CRITICAL FINANCIAL DECISIONS OR TAX FILINGS.
(c) CUSTOMER RESPONSIBILITY: THE CUSTOMER REMAINS SOLELY RESPONSIBLE FOR COMPLIANCE WITH APPLICABLE LAWS, TAX REPORTING OBLIGATIONS, AND THE ACCURACY OF ALL FINANCIAL DATA. IF THE SOFTWARE CALCULATES TAXES INCORRECTLY OR GENERATES AN INVALID INVOICE, THE CUSTOMER IS SOLELY RESPONSIBLE FOR ANY RESULTING FINES, PENALTIES, OR AUDITS.
13.3. General Disclaimer.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
13.4. Internet Disclaimer.
THE CUSTOMER ACKNOWLEDGES THAT WHILE THE PROVIDER OPERATES PROPRIETARY INFRASTRUCTURE, THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS (E.G., FIBER CUTS, DNS ATTACKS, OR ISP FAILURES OUTSIDE THE PROVIDER'S PHYSICAL CONTROL). THE PROVIDER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
14. MUTUAL INDEMNIFICATION
14.1. Indemnification by Provider.
The Provider shall defend the Customer against any claim, demand, suit, or proceeding made or brought against the Customer by a third party alleging that the use of the Services in accordance with this Agreement infringes or misappropriates such third party's intellectual property rights (an "IP Claim"). The Provider shall indemnify the Customer for any damages, attorney fees, and costs finally awarded against the Customer as a result of, or for amounts paid by the Customer under a court-approved settlement of, an IP Claim.
Exclusions: The Provider shall have no liability for any IP Claim to the extent it arises from: (i) Client Data; (ii) The Customer's use of the Services in violation of this Agreement; or (iii) The combination of the Services with non-Provider applications.
14.2. Indemnification by Customer.
The Customer shall defend the Provider (and its Affiliates, Officers, Directors, and Employees) against any claim, demand, suit, or proceeding made or brought against the Provider by a third party alleging that:
(a) Infringement: Client Data infringes the rights of such third party;
(b) Violation: The Customer's use of the Services violates the Acceptable Use Policy (Section 6) or applicable law; or
(c) Platform Abuse: The Customer's activities caused damage to the Provider's Proprietary Infrastructure or IP reputation (e.g., causing the Provider's IP to be blocklisted by Spamhaus).
The Customer shall indemnify the Provider for any damages, attorney fees, regulatory fines, and costs finally awarded against the Provider as a result of such claim.
14.3. Procedure.
The indemnified party must:
(a) Promptly give the indemnifying party written notice of the claim;
(b) Give the indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party may not settle any claim unless it unconditionally releases the indemnified party of all liability); and
(c) Provide reasonable assistance at the indemnifying party's expense.
15. LIMITATION OF LIABILITY (THE "TIERED" CAP)
15.1. LIABILITY CAP.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE PROVIDER (INCLUDING ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SUPPLIERS) ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE LIMITS SET FORTH BELOW:
(a) FOR FREE SERVICES: THE PROVIDER'S LIABILITY SHALL BE LIMITED TO ZERO EUROS (€0.00). THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY DISSATISFACTION WITH FREE SERVICES IS TO STOP USING THE SERVICES.
(b) FOR STANDARD PAID PLANS: THE AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CUSTOMER HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.
(c) FOR ENTERPRISE PLANS: THE AGGREGATE LIABILITY SHALL BE CAPPED AT THE GREATER OF: (I) TWENTY-FOUR (24) MONTHS OF FEES; OR (II) TEN THOUSAND EUROS (€10,000).
(d) ABSOLUTE CAP: NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL THE PROVIDER'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS EXCEED TEN THOUSAND EUROS (€10,000).
15.2. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES.
IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
15.3. Exceptions.
The limitations in Sections 15.1 and 15.2 shall not apply to:
(a) Indemnification: A party's indemnification obligations under Section 14;
(b) Misconduct: Damages arising from a party's gross negligence, willful misconduct, or fraud; or
(c) Payment: The Customer's payment obligations for Fees due.
16. FEES, PAYMENT & FRAUD PREVENTION
16.1. Fees.
The Customer will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form: (i) fees are based on Services and Subscriptions purchased and not actual usage; (ii) payment obligations are non-cancelable and fees paid are non-refundable; and (iii) quantities purchased cannot be decreased during the relevant Subscription Term.
16.2. Invoicing and Payment.
Fees will be invoiced in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due net thirty (30) days from the invoice date. The Customer is responsible for providing complete and accurate billing and contact information to the Provider and notifying the Provider of any changes to such information.
16.3. Taxes.
The Provider's fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). The Customer is responsible for paying all Taxes associated with its purchases hereunder.
16.4. PAYMENT FRAUD & CHARGEBACK SHIELD.
The Provider reserves the right to suspend Services immediately upon detection of suspected payment fraud, unauthorized credit card use, payment reversal, or chargeback dispute.
(a) Liability: The Customer remains responsible for all incurred fees during any suspension.
(b) Dispute Fee: The Customer agrees to reimburse the Provider for any administrative costs, bank fees, or chargeback penalties associated with invalid disputes.
(c) Recovery: The Provider reserves the right to pursue legal action to recover costs associated with fraudulent activity.
16.5. RECOVERY OF ENFORCEMENT COSTS.
The Customer agrees to reimburse the Provider for reasonable costs arising from Customer misconduct, including but not limited to:
(a) Legal Expenses: Attorney fees incurred to enforce this Agreement or respond to subpoenas regarding the Customer's account;
(b) Investigative Costs: Technical costs to investigate abuse, spam, or fraud;
(c) Infrastructure Damage: Costs to repair IP reputation (e.g., delisting from Spamhaus) caused by the Customer.
17. TERM AND TERMINATION
17.1. Term.
This Agreement commences on the Effective Date and continues until all Subscription Terms have expired or have been terminated.
17.2. IMMEDIATE TERMINATION (THE "KILL SWITCH").
Notwithstanding any cure periods, the Provider may terminate this Agreement and delete the Customer's account and all Client Data immediately and without prior notice if:
(a) Abuse: The Customer violates Section 6 (Acceptable Use & Ethics);
(b) Identity: The Customer fails an Identity Check under Section 4.2;
(c) Association: An Authorized User or invited member linked to the Customer's account violates the rules ("Referral Responsibility"); or
(d) Legal Requirement: Required by law enforcement, court order, or a regulatory authority.
17.3. Termination for Cause.
A party may terminate this Agreement for cause: (i) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (ii) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
17.4. Effect of Termination.
(a) No Refund: If terminated for cause (e.g., Spamming, Ethics), you forfeit all prepaid fees and credits.
(b) Data Lockout: Upon termination for abuse, you lose all rights to access your data. We are not obligated to provide an export or backup to accounts flagged for abuse.
(c) Survival: Sections 7 (Proprietary Rights), 8 (Confidentiality), 13 (Disclaimers), 14 (Indemnification), 15 (Liability), and 19 (General Provisions) shall survive any termination or expiration of this Agreement.
18. INTERMEDIARY / PLATFORM STATUS (DSA & SECTION 230)
18.1. PASSIVE INFRASTRUCTURE STATUS.
The Provider acts solely as a passive infrastructure and platform provider.
(a) No Knowledge: The Provider does not monitor, control, review, or assume responsibility for Client Data. The Provider does not review stored files and assumes no knowledge of their content.
(b) Customer Responsibility: The Customer is solely responsible for all data transmitted, stored, or processed using the Services.
(c) No Investigation Duty: The Provider is not obligated to investigate violations and may act on suspicion alone.
18.2. LEGAL PROTECTIONS (SAFE HARBORS).
The Provider qualifies as an intermediary service provider and asserts all protections available under applicable laws, including but not limited to:
(a) EU Digital Services Act (DSA): Articles regarding liability of providers of intermediary services;
(b) US Communications Decency Act §230: Providing immunity for third-party content;
(c) DMCA Safe Harbor: Providing limitation of liability for copyright infringement; and
(d) EU eCommerce Directive and analogous laws globally.
19. GENERAL PROVISIONS
19.1. Governing Law.
Disputes arising out of or in connection with this Agreement shall be determined by the Contracting Entity Matrix in the Platform Framework (Document 0).
19.2. CLASS ACTION WAIVER.
To the extent permitted by law, the Customer agrees to resolve disputes only on an individual basis and waives the right to participate in a class action lawsuit or class-wide arbitration.
19.3. Force Majeure.
The Provider is not liable for failure to perform due to events beyond its reasonable control, including war, riots, fire, flood, cyber-attacks, ISP failures, or acts of state.
19.4. Marketing Rights.
Unless the Customer opts out in writing, the Provider may use the Customer’s logo to identify them as a user of the Services.
19.5. Entire Agreement.
This Agreement, including the Platform Framework (Document 0), Privacy Policy, and DPA, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.