Terms of Use

Thank you for using Ready for Commerce!

These Terms of Use apply to your use of the Ready for Commerce ecosystem, including our authentication service, our account and billing service, and our two products — the Product Information Management product (the "PIM") and the Repricer — along with any associated software, applications, and websites (all together, the "Services"). These Terms form an agreement between you and Ready for Commerce, Inc., a Florida corporation ("Ready for Commerce," "we," "us," or "our"), and they include important provisions for resolving disputes through arbitration (see Dispute resolution) and important information about the Repricer's ability to change your prices automatically (see Using the Repricer). By using our Services, you agree to these Terms.

If you reside in the European Economic Area, Switzerland, or the United Kingdom, additional provisions in Local laws and regional terms apply to you and prevail to the extent your mandatory local law requires.

The Services are intended for business and commercial use. If you accept these Terms or use the Services on behalf of a company or other organization, you represent that you have authority to bind that organization to these Terms, and "you" refers to that organization.

Our Privacy Policy explains how we collect and use personal information. Although it does not form part of these Terms, it is an important document that you should read. Where we process data on your behalf as a processor, our Data Processing Addendum (the "DPA") also applies.

Who we are

Ready for Commerce provides cloud-based software that helps e-commerce merchants manage product information and automate pricing across the sales channels they connect, such as Shopify, Amazon, Walmart, eBay, and BigCommerce. The Services are delivered through an integrated ecosystem: a centralized authentication service (auth.readyforcommerce.com), a centralized account, organization, and billing service (account.readyforcommerce.com), the PIM (pim.readyforcommerce.com), and the Repricer (repricer.readyforcommerce.com). Some Services or features are available only under a paid or trial plan, or through a particular acquisition channel.

Registration and access

Eligibility. You must be at least 18 years old (or the age of majority in your jurisdiction, if higher) and able to form a binding contract. The Services are offered for business use and are not directed to consumers acting outside their trade, business, or profession, or to children.

Registration. You must provide accurate and complete information to register and keep it current. You are responsible for all activity that occurs under your account and within your organization, except to the extent caused by our breach of these Terms.

Authentication and security. Access to the Services requires authentication through our passwordless login (email one-time passcode, Google sign-in, or Shopify single sign-on). You are responsible for keeping the email accounts, devices, and identity providers used to sign in secure, and for promptly notifying us of any unauthorized access. We process limited technical information at sign-in (such as your IP address, device user-agent, and timestamps) and may send you security notifications, as described in our Privacy Policy.

Order forms. A signed order form or master subscription agreement between you and us takes precedence over these Terms to the extent of any conflict.

Organizations, teams, and roles

Organizations. Your data, subscriptions, and access are held within an organization (a tenant workspace). An organization may include multiple users, and a user may belong to multiple organizations.

Roles and administrators. The Services use role-based access controls with independent organizational and product roles. Owners and administrators can take actions that affect the whole organization and all of its users and data — including configuring billing, connecting and disconnecting channels, enabling or disabling automated pricing, adding or removing users, transferring ownership, and exporting or deleting data. We act on the instructions of your organization's authorized users, and we are not responsible for the access decisions you make within your organization.

Invitations and responsibility for users. Invitations are sent to email addresses you specify and may grant access to your data; you are responsible for ensuring invited individuals are entitled to that access and for revoking access that is no longer appropriate. You are responsible for your users' compliance with these Terms, and any act or omission by a user that would breach these Terms is treated as your breach.

Using our Services

What you can do. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for your internal business purposes during your subscription. In using the Services, you must comply with all applicable laws and with any documentation, guidelines, and policies we make available to you.

What you cannot do. You may not use the Services for any illegal, harmful, or abusive activity. For example, you may not:

• –use the Services in a way that infringes, misappropriates, or violates anyone's rights, or for any fraudulent, deceptive, or unlawful purpose;
• –use the Services to facilitate price-fixing, bid-rigging, market allocation, price signaling, or any other anticompetitive agreement or concerted practice with competitors;
• –connect to, access, scrape, or monitor any system, account, channel, or website that you are not authorized to access, or in a way that violates that system's terms, technical restrictions, or applicable law;
• –upload or process any data or content that is illegal, infringing, or that you do not have the right to provide;
• –introduce malware or harmful code, or interfere with or disrupt the integrity, security, or performance of the Services or any underlying infrastructure or third-party service;
• –attempt to gain unauthorized access to the Services, other customers' data, or related systems, or circumvent or test any security or access control without our authorization;
• –reverse engineer, decompile, or attempt to discover the source code or underlying components of the Services, except to the extent this restriction is prohibited by applicable law;
• –copy, resell, sublicense, rent, lease, time-share, or provide the Services to third parties as a service bureau, or otherwise use the Services outside the scope of your subscription;
• –evade, manipulate, or interfere with usage limits, rate limits, quotas, or metering, or misrepresent your usage to reduce fees; or
• –use the Services to build, train, or improve a competing product, or for competitive benchmarking.

Connected channels and third-party services. The Services connect to, read from, and (where you enable it) write to channels and other third-party products, services, and APIs ("Third-Party Services"). To do so, you authorize us to access your accounts using the credentials you provide, and you represent that you have all rights and authorizations necessary to do so. Your use of each Third-Party Service is governed by that third party's own terms, and you are responsible for complying with them and for any consequences a channel imposes (such as throttling, suspension, delisting, fees, or penalties). Third-Party Services are controlled by third parties, not by us; they may change, restrict, or discontinue their APIs at any time, and we are not responsible for them or for the continued availability of any integration.

Beta features. We may offer features identified as beta, preview, early access, or experimental ("Beta Features"). Beta Features are provided "as is," without warranty, indemnity, or support, may contain errors, and may change or be withdrawn at any time. You use Beta Features at your own risk.

Feedback. We appreciate your feedback, and you agree that we may use it without restriction or compensation to you.

Using the Repricer

The Repricer can change the prices of the products in your connected sales channels automatically. Please read this section carefully before enabling price submission.

What it does. When you enable price submission for a channel or listing, the Repricer will — automatically and without further human review of each individual change — compute target prices according to the rules, strategies, and constraints you configure and submit those prices to your channels, changing the prices at which your products are offered for sale. Price changes may occur frequently, on a schedule, or in response to competitor activity or channel events.

You are in control and responsible. Automated price submission is not enabled by default for a listing until you configure and enable it. You are solely responsible for configuring your rules, schedules, cost inputs, minimum and maximum prices, MAP/MSRP values, and margin targets; for the accuracy of those inputs; for reviewing and supervising the resulting changes; and for using the available controls — listing-level and channel-level pauses, manual price locks, and overrides — when appropriate.

No guarantee of correct or optimal pricing. The Repricer applies deterministic logic to the inputs and constraints you provide. We do not warrant that any computed or submitted price will be optimal, profitable, correct, competitive, or error-free, or that the Repricer will win or keep any competitive placement (such as a "Buy Box"). Errors in your inputs, in third-party data (including competitor prices, channel fees, and exchange rates), or in channel APIs may produce prices higher or lower than you intend. You bear the full risk of all prices submitted, including any sales made at unintended, incorrect, or unprofitable prices.

Legal compliance of your pricing. You are solely responsible for ensuring your pricing practices comply with all applicable laws and third-party requirements, including minimum advertised price (MAP) and resale-pricing policies, competition and antitrust laws, and price-gouging, consumer-protection, and advertising laws. You must not use the Services to coordinate, fix, signal, or align prices with competitors, or to facilitate any unlawful agreement or concerted practice regarding price. The Services act on your independent instructions and do not provide legal, tax, or pricing-compliance advice.

Best-effort submission. Price submission depends on channel APIs, rate limits, queueing, retries, and network conditions. We do not guarantee that any price change will be submitted, accepted, or applied within any particular time or at all, or that it will not be delayed, rejected, partially applied, retried, duplicated, or reversed by a channel. The Services include safeguards (such as constraint enforcement, validation, and idempotency), but they do not eliminate risk.

When automated pricing pauses. Automated pricing may pause when your subscription is past due, paused, or canceled (in which case the Services may operate in read-only mode), when a channel requires re-authorization, when channel or data errors are detected, or when we reasonably determine that continuing could cause harm. You remain responsible for monitoring your prices during any pause.

Using the PIM

Two-way synchronization. When you connect a channel to the PIM and enable synchronization, the PIM may both read from and write to that channel — creating, updating, or deleting products, variants, prices, inventory, assets, collections, taxonomy, and metafields. You are responsible for configuring synchronization, mappings, conflict-resolution rules, and import modes (including create, update, clean, and delete modes) and for the resulting changes.

Imports, exports, and feeds. The PIM lets you upload files (including large CSV and XLSX files), ingest data from external sources you specify (including HTTPS URLs and FTP/SFTP servers), and export your data. You represent that you have the rights necessary to upload, ingest, process, and export all such data and that it does not violate any third party's rights or any law. You are responsible for the credentials and security of any external sources you configure.

Destructive operations. Some operations — such as delete or clean import modes, bulk edits, and synchronization with delete behavior — can permanently modify or remove data in the PIM and in your channels. You are responsible for understanding the effect of each operation before you run it and for keeping your own backups. We are not liable for data changes that result from operations you or your users initiate or configure.

Monitoring competitor prices

Some features let you monitor competitor or reference prices by supplying URLs of web pages you wish to monitor; the Services retrieve and extract pricing information from those pages on your behalf and at your direction. We do not select the URLs — you do. By supplying a URL, you represent that you have the right to access and collect data from that source and that your collection and use comply with all applicable laws and with the target site's terms and technical restrictions. Externally collected data may be incomplete, delayed, inaccurate, blocked, or unavailable, and we do not warrant it; you use it at your own risk, including when it feeds automated pricing.

Your data and content

Your data. "Customer Data" means the data, files, product catalogs, media, pricing inputs, rules, configurations, feeds, credentials, and other information you or your users submit, generate within, or authorize the Services to retrieve, process, store, or transmit, including data exchanged with your channels at your direction. As between you and us, you own and retain all rights in Customer Data.

License to us. You grant us a worldwide, non-exclusive, royalty-free license to host, store, copy, process, transform, transmit, and display Customer Data solely to provide, secure, and improve the Services; to perform the actions you and your users direct (including exchanging data with your channels); to prevent or address technical, security, fraud, or abuse issues; and to comply with law. This license extends to our service providers for the same purposes and ends when the data is deleted or de-identified, except as required by law.

Your responsibilities. You are responsible for the accuracy, quality, legality, and appropriateness of Customer Data and for obtaining all rights, consents, and lawful bases necessary for us and our service providers to process it as described in these Terms. You represent that Customer Data, and our processing of it at your direction, will not infringe or violate any third party's rights or any law.

AI features. Some features use artificial-intelligence technologies, including a third-party AI provider, to perform tasks such as extracting pricing information from external web pages or images for competitor monitoring. AI output is probabilistic and may be inaccurate or incomplete; you are responsible for reviewing it before relying on it, including before it influences a price change. We do not use Customer Data to train generally available foundation models, and we configure our AI provider, where the option is available, so that data submitted on your behalf is not used to train its models.

Aggregated and de-identified data. We may create and use aggregated, anonymized, and de-identified data derived from operating the Services (which does not identify you or any individual) for any lawful business purpose, including operating, securing, benchmarking, and improving the Services.

Backups. While we maintain operational backups, you are responsible for keeping your own backups of Customer Data. The Services are not a system of record for your business, and we do not guarantee the recoverability of any Customer Data.

Our IP rights

We and our licensors own all rights, title, and interest in and to the Services, including all software, technology, designs, interfaces, and trademarks. Except for the limited access rights expressly granted in these Terms, no rights are granted to you. You may use our name and logo only to factually identify your use of the Services. Third-party names and marks (such as Shopify, Amazon, Walmart, eBay, BigCommerce, and Stripe) belong to their respective owners, and their use does not imply endorsement.

Paid accounts

Subscriptions and usage-based pricing. The Services are offered on a subscription basis. Each subscribed product is billed to your organization based on a usage metric: the PIM on the number of products in your catalog ("product count"), and the Repricer on your trailing 30-day gross merchandise value across connected channels, normalized to U.S. dollars ("GMV"). Usage is measured periodically (generally daily), and your tier is the band into which your usage falls. Upgrades may take effect immediately, and you authorize charges (including prorated charges) for your then-current tier; downgrades generally take effect at the start of your next billing cycle. Current tiers, bands, and prices appear in the Account Service or your order form.

Billing. If you purchase any Services, you will provide complete and accurate billing information, including a valid payment method, and you authorize us and our payment processors to charge it. Depending on how you acquired the Services, billing is processed either through Stripe (for direct subscriptions) or through Shopify Billing (for subscriptions acquired through the Shopify App Store, where charges appear on your Shopify invoice and certain actions require your approval in Shopify). Card details are handled by our payment processors under their PCI-compliant systems; we do not store full payment-card numbers.

Auto-renewal. For paid subscriptions, we automatically charge your payment method (or bill through your channel) on each periodic renewal — monthly unless otherwise stated — at the then-current rates, until you cancel. Where required by law, we will provide advance notice and clear cancellation instructions.

Free trials. We may offer free trials for a limited period. Unless you cancel before the trial ends, your trial may convert into a paid subscription and you authorize the corresponding charges to begin. If a valid payment method is not on file when a trial ends, your subscription may be paused, downgraded to a free tier (if available), or terminated. Trials and free tiers are provided "as is," without warranty or service-level commitment.

Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, VAT, GST, withholding, and similar taxes (excluding taxes on our net income); if we must collect them, they will be added to your charge. If you are required to withhold taxes, you will gross up the payment so we receive the full amount invoiced. You remain solely responsible for the taxes associated with your own sales through your channels.

Failed payments. If a charge fails or your account becomes past due, we may retry, suspend or downgrade your access (including read-only mode, which pauses automated pricing and synchronization), and/or terminate your subscription. You remain responsible for all amounts due, and we may charge interest on overdue amounts at the lower of 1.5% per month or the maximum permitted by law, plus reasonable collection costs.

Cancellation and no refunds. You can cancel at any time through the Account Service or, for Shopify-billed subscriptions, through Shopify. Cancellation stops future renewals. Except where required by mandatory law or expressly stated in an order form, all fees are non-refundable and are not pro-rated upon cancellation. These Terms do not override any mandatory local laws regarding your cancellation rights (see Local laws and regional terms).

Price changes. We may change our prices from time to time. If we increase recurring subscription prices, we will give you at least 30 days' notice, and the increase will take effect on your next renewal so you can cancel if you do not agree.

Billing disputes. You must notify us of any good-faith billing dispute within 60 days of the charge; otherwise you waive it to the extent permitted by law. Please contact us before initiating a chargeback so we can try to resolve the issue.

Service availability and support

We strive to make the Services available with high reliability, but, except as expressly stated in a signed service-level agreement, the Services are provided on an "as available" basis without any uptime commitment, and you are not entitled to service credits for unavailability. Access may be interrupted by maintenance, updates, third-party outages, security events, or factors beyond our control. We provide support on a commercially reasonable-efforts basis through the channels described in the documentation or the Account Service, and we are not obligated to support issues caused by your misuse, your configurations, or Third-Party Services.

Termination and suspension

Your cancellation. You are free to stop using the Services at any time by cancelling as described under Paid accounts.

Suspension. We may suspend or restrict your access, immediately and with or without notice, if your account is past due, if we reasonably believe you have violated these Terms, if your use poses a security, legal, or operational risk, if required by a channel or law, or if necessary to protect the Services. We will use reasonable efforts to limit the scope and duration of a suspension and, where practicable and lawful, to notify you.

Termination. Either party may terminate for material breach that remains uncured 30 days after written notice. We may terminate or decline to renew for convenience at the end of a billing period upon reasonable notice, or immediately if we cease offering the Services, are required to do so by law or by a Third-Party Service, or if you become insolvent.

Effect of termination. Your right to use the Services ceases, automated functionality stops, and all amounts owed become due. Termination does not reverse price or catalog changes already made in your channels; you are responsible for managing your channels afterward. For 30 days after termination (subject to our standard backup cycles and any longer period in the DPA), you may request export of Customer Data to the extent the Services support export; after that, we may delete or de-identify it, except where retention is required by law.

Appeals. If you believe we suspended or terminated your access in error, you can contact us through our contact page.

Discontinuation of Services

We may decide to discontinue a Service. If we discontinue a paid Service you are using, we will give you advance notice and, where you have prepaid, a refund for the prepaid, unused portion of your then-current term.

Disclaimer of warranties

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." EXCEPT TO THE EXTENT PROHIBITED BY LAW, AND SUBJECT TO LOCAL LAWS AND REGIONAL TERMS, WE AND OUR AFFILIATES, SUPPLIERS, AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE) WITH RESPECT TO THE SERVICES AND DISCLAIM ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT ANY DATA (INCLUDING PRICING, COMPETITOR, FEE, EXCHANGE-RATE, OR AI-DERIVED DATA) WILL BE ACCURATE, COMPLETE, OR RELIABLE; THAT ANY PRICE CHANGE, SYNCHRONIZATION, OR SUBMISSION WILL BE CORRECT, ACCEPTED, OR APPLIED; OR THAT THE SERVICES WILL ACHIEVE ANY BUSINESS RESULT.

YOU ACCEPT AND AGREE THAT ANY RELIANCE ON PRICES, DATA, OR OUTPUTS FROM THE SERVICES IS AT YOUR SOLE RISK.

Limitation of liability

NEITHER WE NOR ANY OF OUR AFFILIATES, SUPPLIERS, OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, SALES, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, OR FOR BUSINESS INTERRUPTION, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, WE WILL NOT BE LIABLE FOR ANY LOSS ARISING FROM PRICES COMPUTED OR SUBMITTED BY THE REPRICER OR FROM CATALOG CHANGES SYNCHRONIZED BY THE PIM, INCLUDING SALES MADE AT UNINTENDED, INCORRECT, OR UNPROFITABLE PRICES, LOST SALES, MARGIN EROSION, OR CHANNEL PENALTIES, SUSPENSION, OR DELISTING.

OUR AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID US FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE, OR ONE HUNDRED U.S. DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Some countries and states do not allow the disclaimer of certain warranties or the limitation of certain damages, so some or all of the terms above may not apply to you, and you may have additional rights. In that case, these Terms limit our responsibilities only to the maximum extent permitted in your jurisdiction. Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud, or for any other liability that cannot be limited under applicable law.

OUR AFFILIATES, SUPPLIERS, AND LICENSORS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THIS SECTION AND THE DISCLAIMER AND INDEMNITY SECTIONS.

Indemnity

To the extent permitted by law, you will defend, indemnify, and hold harmless Ready for Commerce, our affiliates, and our personnel from and against any costs, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to third-party claims concerning: your Customer Data and your or your users' use of the Services; your violation of these Terms or any law; your violation of any channel's or Third-Party Service's terms or of any third party's rights; any price change, catalog change, synchronization, or competitor-monitoring activity you configure or direct; and any dispute between you and your users, customers, suppliers, or any channel.

We will defend you against third-party claims alleging that the Services, used in accordance with these Terms, infringe that third party's intellectual-property rights, and we will indemnify you for amounts finally awarded or agreed in settlement by us, subject to the Limitation of liability section and excluding claims arising from Customer Data, channels, Third-Party Services, your configurations, or combinations with items we do not provide. This is our entire liability for intellectual-property infringement.

Dispute resolution

YOU AND READY FOR COMMERCE AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS. This section is subject to Local laws and regional terms for customers protected by mandatory local law.

Informal resolution. We would like to try to address your concerns before formal legal action. Before either of us files a claim, we both agree to try to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services (a "Dispute") informally for at least 30 days after written notice describing the Dispute and the relief sought.

Mandatory arbitration. If we cannot resolve a Dispute informally, you and Ready for Commerce agree to resolve it through final and binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. The arbitration will be conducted by a single arbitrator, by videoconference where available or otherwise in Florida, and in English. The Federal Arbitration Act governs the interpretation and enforcement of these arbitration terms.

Opt-out. You may opt out of arbitration within 30 days after you first accept these Terms by sending written notice through our contact page. If you opt out, Disputes will be resolved in the courts identified under General terms.

Class and jury trial waivers. You and Ready for Commerce agree that Disputes may be brought only on an individual basis and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, and representative actions are prohibited, and only individual relief is available. To the extent permitted by law, you and Ready for Commerce waive any right to a jury trial. If the class-action waiver is found unenforceable as to a particular claim, that claim (and only that claim) will be severed and may proceed in court.

Exceptions. This section does not require informal resolution or arbitration of: (a) individual claims brought in small-claims court; and (b) requests for injunctive or other equitable relief to stop unauthorized use or abuse of the Services or infringement or misappropriation of intellectual property or confidential information.

Time limit. To the extent permitted by law, any Dispute must be filed within one year after it arose; otherwise it is permanently barred.

Confidentiality

Each of us may receive non-public information from the other that is designated as confidential or that should reasonably be understood to be confidential ("Confidential Information"), including our non-public Services, pricing, and security measures, and your Customer Data. The receiving party will use Confidential Information only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to personnel, affiliates, advisors, and contractors who need to know it and are bound by similar obligations. This does not apply to information that is or becomes public through no fault of the recipient, was rightfully known without restriction, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information where required by law, giving reasonable prior notice where permitted.

Privacy and data protection

Our Privacy Policy describes how we collect and use personal information when we act as a controller. To the extent we process personal data contained in Customer Data on your behalf, you act as the controller (or business) and we act as a processor (or service provider) under our DPA, which applies where data-protection law requires it. You are responsible for providing all notices and obtaining all consents and lawful bases required for us and our service providers to process such data. Where we transfer personal data from the EEA, the UK, or Switzerland to a country without an adequacy decision, we rely on appropriate safeguards (such as the Standard Contractual Clauses and the UK International Data Transfer Addendum), as described in the DPA. Where a channel requires us to support data-access or deletion requests concerning its customers, we honor those requests in our role as processor.

Local laws and regional terms

You are responsible for complying with the local laws applicable to your use of the Services. Nothing in these Terms excludes or limits any right, warranty, or remedy you have under mandatory law that cannot lawfully be excluded. Where any provision of these Terms is unenforceable against you under such law, that provision applies only to the maximum extent permitted.

European Economic Area, United Kingdom, and Switzerland. Processing of personal data is governed by the GDPR, UK GDPR, or Swiss law as applicable and by our DPA, including the transfer safeguards described under Privacy and data protection. Nothing in these Terms limits liability that cannot be limited under those laws, including for death or personal injury caused by negligence, for fraud, or for damage caused intentionally or by gross negligence; our liability for breach of an essential ("cardinal") obligation, where it cannot be excluded, is limited to foreseeable damages typical for this type of contract. If mandatory consumer-protection law applies to you despite the business-use nature of the Services, the arbitration and class-action provisions do not deprive you of the right to bring proceedings in your country of residence or to rely on mandatory local protections, and any statutory right of withdrawal or cancellation is preserved.

California and other U.S. states. Where U.S. state privacy laws apply, the processing of personal data is also governed by our DPA, under which we act as a service provider/processor and do not "sell" or "share" personal data for our own purposes.

Australia. Certain rights under the Australian Consumer Law cannot be excluded. Where those laws apply and allow us to limit our liability, our liability is limited, at our option, to re-supplying the Services or paying the cost of having them re-supplied.

Trade controls and sanctions

You must comply with all applicable trade, export-control, and economic-sanctions laws. You represent that you are not located in, organized under the laws of, or ordinarily resident in any comprehensively sanctioned country or territory, and that you (and, for entities, your owners and principals) are not on any U.S., EU, UK, or UN list of prohibited or restricted parties. The Services may not be used, exported, re-exported, or transferred in violation of such laws, or provided to any prohibited person or for any prohibited end use.

General terms

Assignment. You may not assign or transfer any rights or obligations under these Terms without our prior written consent, except to a successor (that is not a competitor of ours) in a merger, acquisition, or sale of substantially all assets that assumes these Terms; any other attempt is void. We may assign our rights and obligations to an affiliate or successor in connection with a corporate transaction.

Changes to these Terms or our Services. We are continuously developing the Services and may update these Terms or the Services from time to time — for example, due to changes in law, security or safety reasons, circumstances beyond our reasonable control, or improvements we make in the usual course. We will give you at least 30 days' advance notice of changes to these Terms that materially and adversely affect you, by email or in-product notification; other changes are effective when posted. If you do not agree to a change, you must stop using the Services. We will use commercially reasonable efforts not to materially diminish the core functionality of a paid Service during your paid term; if we do and do not restore it within a reasonable time, your sole remedy is to terminate the affected subscription and receive a pro-rata refund of prepaid, unused fees.

Electronic communications. You consent to receive communications from us electronically, including by email and through the Services, and you agree that electronic communications satisfy any legal requirement that they be in writing. We may give you notice through the Services or by email to your account address; it is your responsibility to keep your contact information current.

Delay in enforcing these Terms. Our failure to enforce a provision is not a waiver of our right to do so later. Except as provided in Dispute resolution, if any portion of these Terms is found invalid or unenforceable, it will be enforced to the maximum extent permissible and will not affect the enforceability of the remaining terms.

Independent contractors; no third-party beneficiaries. The parties are independent contractors, and these Terms create no partnership, joint venture, agency, or employment relationship. Except for our affiliates, suppliers, and licensors as beneficiaries of the disclaimer, limitation-of-liability, and indemnity sections, these Terms confer no rights on any third party.

Events beyond our control. We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, governmental action, labor disputes, internet or telecommunications failures, attacks, failures or changes of Third-Party Services, or power or infrastructure outages.

Entire agreement. These Terms, together with our Privacy Policy, DPA, and any order form or signed agreement, are the entire agreement between you and us regarding the Services and supersede any prior or contemporaneous agreements on the subject. A signed order form or master agreement prevails over these Terms to the extent of any conflict.

Governing law and venue. Florida law governs these Terms, except for its conflicts-of-laws principles and except where mandatory local law applies to you under Local laws and regional terms; the U.N. Convention on Contracts for the International Sale of Goods does not apply. Except as provided in Dispute resolution, all claims arising out of or relating to these Terms will be brought exclusively in the state or federal courts located in Florida, and each party consents to that jurisdiction and venue.

Language. These Terms are drafted in English; any translation is provided for convenience, and the English version controls except where mandatory local law requires otherwise.