Terms of Service
Policy Owner: Raouf Yousfi
Last updated: June 15th, 2023
PreambleThe following Terms of Service (the “Agreement”) is a legally binding agreement governing your access to and use of Terra’s Services (as defined below) or “API”. This Agreement is entered into between Terra Enabling Developers Inc., a Delaware corporation (“Terra”) and the entity or person placing an Order or accessing or using the Services (“Customer”, “You”, “Your”). If you are accessing or using the Services on behalf of a company, organization, or any other entity, then that entity is the Customer. In that case, you are binding that entity to this Agreement and you represent and warrant that you are authorized to do so.
The “Effective Date” of this Agreement is the earlier of (a) the date on which You first access or use the Services and (b) the date on which Your first Order is placed. The “Order” means Your purchase of a subscription made on Terra’s website (https://tryterra.co).
Terra may modify this Agreement from time to time in accordance with Section 9 (Modifications) below.ACCESS RIGHTS; RESTRICTIONS1.1 Access.Subject to the Customer's compliance with the terms and conditions of this Agreement, Terra hereby agrees that during the applicable term of an Order, the Customer has the non-exclusive right to: (i) internally use the package of application programming interface materials provided by Terra (the “API Package”) solely as necessary to make the Customer Application (as defined below) interoperate with the Terra services described on https://tryterra.co/ or the applicable Order (collectively with the API Package, the “Services”), (ii) use the Services in such Customer Application provided to Customer's end users (consumers or businesses) (the “End Users”) for the use case permitted by Terra in writing, including, but not limited to, as set forth in the applicable Order or in the Terra dashboard, and (iii) use the End User information and data provided via the Services (the “Output”) solely in such Customer Application for such permitted use case. Customer represents, covenants, and warrants that Customer will use the Services and Output only in compliance with the terms and conditions of this Agreement, Terra's applicable technical user documentation, and the permitted use case of Customer. As used herein, “Customer Application” means, collectively, the applications, products, and services owned or operated by Customer, as described in the applicable Order or otherwise approved by Terra in writing.1.2 Restrictions.Customer will not, and will not enable or assist any third-party to: (i) attempt to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services or any software, documentation or data related to the Services; (ii) modify, translate, or create derivative works based on the Services (except to the extent expressly permitted by Terra or authorized within the Services); (iii) make the Services or Output available to, or use the Services or Output for the benefit of anyone other than Customer or Customer's End Users; (iv) sell, resell, license, sublicense, distribute, rent or lease any Services or Output to any third-party, or include any Services or Output in a service bureau, time-sharing, or equivalent offering; (v) publicly disseminate information from any source regarding the performance of the Services or Output; or (vi) attempt to create a competitive, substitute or similar service through use of, or access to, the Services or Output. Customer will use the Services and Output only in compliance with (a) the rights granted hereunder, and (b) any agreements between Customer and End Users (for clarity, including Customer's privacy policy or statement). Notwithstanding anything to the contrary, the Customer accepts and assumes all responsibility for complying with all applicable laws and regulations in connection with all of Customer's activities involving any Services, Output, or End User data.1.3 Ownership.Except for the rights expressly granted under this Section 1, Terra reserves and retains all right, title, and interest in and to the Services which includes but is not limited to the API Package and any related Output (except for raw End User data, which belongs to the End User), software, products, works, and other intellectual property created, used, or provided by Terra for the purposes of this Agreement. To the extent the Customer provides Terra with any feedback relating to the Services (including, without limitation, feedback related to usability, performance, interactivity, bug reports and test results) (“Feedback”), Terra will own all right, title and interest in and to such Feedback (and the Customer hereby makes all assignments necessary to achieve such ownership). Customer is granted a limited, revocable, non-exclusive, non-transferable license to use the Services and the API Package solely for the purposes set forth in this Agreement. Any unauthorized use, duplication, modification, or distribution of the Services or API Package is strictly prohibited.1.4 Privacy and Authorizations.Customer represents, warrants, and covenants that Customer has provided and will continue to provide all notices to End Users, and has obtained and will continue to obtain all consents from End Users, as required under applicable laws to enable Terra to process End User data. In addition, Customer agrees to, promptly but no later than the commencement of Terra's Services under this Agreement: (i) establish and maintain at least one Customer's End User Agreement (as defined below) if none exists yet, (ii) link, insert, refer to, or otherwise incorporate Terra's End User Privacy Policy, available at https://tryterra.co/end-user-privacy into Customer's End User Agreement for End Users' access and acceptance, and (iii) ensure that Customer's End Users access and accept Terra's End User Privacy Policy and consent to Terra's processing of said End User's data as part of using Customer's products and services. As used herein, “Customer's End User Agreement” means one or more of the following: Customer's End User license agreement, clickwrap agreement, terms of service, terms of use, terms and conditions, privacy policy (including privacy notice, privacy statement, or document of similar purposes), or any agreement or notice between Customer and its End Users that governs the End Users' use of Customer's products and services.1.5 Permitted Users.Customer may permit its employees, agents, contractors and service providers to access the Services and Output on Customer's behalf (“Permitted Users”), provided that Customer remains responsible for their compliance with all of the terms and conditions of the Agreement (including without limitation terms relating to use of Services and Output) and that any such use of the Output and Services is for the sole benefit of Customer. Customer is responsible under Section 2 (Payments) of the Agreement for any fees or charges incurred by its Permitted Users in their use of the Services. If Customer enables any third parties as Permitted Users, Customer (and not Terra) remains solely responsible for its relationships with such third parties and for any related billing matters, technical support, or disputes.1.6 Development Accounts.In addition to allowing production access to the Services as described in Section 1.1 ("Production Access"), Terra may offer free sandbox or development accounts for the Services ("Development Accounts"). Customer may use Development Accounts solely for internal evaluation of the Services to determine whether to place a paid Order, and not for Production Access or any other purpose. In using Development Accounts, Customer must comply with Terra's relevant documentation, policies, and instructions, including as relates to the data types and use cases eligible for Development Accounts. Terra may make available different types of Development Accounts, and each Development Account may have limited functionality and other usage limits. Terra may modify or disable Development Accounts (and delete related data submitted by Customer or provided by Terra) without notice or liability to Customer. Terra has no support obligations for Development Accounts. The uses of Development Accounts remain subject to the terms and conditions of this Agreement, including without limitation Sections 1.2 (Restrictions) through 1.5 (Permitted Users), 1.7 (Compliance Reviews), 4 (Confidentiality), 5 (Indemnity), 6 (Warranty; Disclaimer) and 7 (Limitation of Liability).1.7 Compliance Reviews.To access or use the Services, whether Development Accounts or Production Access, Customer must successfully pass Terra's compliance reviews, which may include automated verifications, online questionnaires, and requests for information ("Compliance Reviews"). As part of the Compliance Reviews, Customer must provide prompt responses to Terra's requests for information about Customer, the Customer Application, Customer's business and associated entities, and Customer's intended use of the Services. Customer represents and warrants that all information it provides to Terra as part of Compliance Reviews will be accurate and complete, and Customer will immediately notify Terra if any previously provided information is out-of-date or becomes inaccurate. Customer may be required to complete more than one Compliance Review, for instance, to enable Development Accounts or upgrade to Production Access, or as requested by Terra based on changes in Customer's use of the Services or increased risk factors. Customer's passage or failure of any Compliance Review is in Terra's sole discretion. If Customer fails any Compliance Review or fails to provide prompt and complete responses within three business days after Terra's requests for information (even if Customer has passed a previous Compliance Review or received provisional access to the Services), Terra may suspend, revoke, or terminate Customer's access to the Services, without notice or liability to Customer.1.8 Responsible Use.Customer agrees to use the Services and the API Package responsibly. This includes, but is not limited to, ensuring that the use of the Services and API Package complies with all applicable laws, regulations, and policies. Customer must not use the Services or API Package in any manner that could damage, disable, overburden, or impair any Terra server, or interfere with any other party's use and enjoyment of any Services. Customer agrees not to attempt to gain unauthorized access to any Services or features through hacking, password mining or any other means.PaymentsCustomer will pay Terra for the Services as set forth in the pricing schedule in the Terra dashboard (the “Payments”). If Customer purchases an Order, Customer's payment method automatically will be charged at the start of each subscription period for the fees and taxes applicable to that period. To avoid future charges, Customer must cancel their Order before the renewal date through the Terra dashboard or by contacting the relevant representative at Terra. In the case that Customer cancels their Order before the end of a billing cycle, Customer shall remain liable for payment for such period and Customer shall keep access to the Services for the remainder of the billing period. Payments must be made within seven (7) days from the date of Terra's invoice. Late payments are subject to a finance charge of 1.5% per month or the maximum permitted by law, whichever is lower, plus all expenses of collection. The Customer will be responsible for all (i) taxes associated with Services other than taxes based on Terra's net income and (ii) Terra's costs of collection in the event of the Customer's delinquent payment. All Payments made are non-cancellable, and not subject to set-off. Terra reserves the right to revoke Customer's access to the Services should Customer have outstanding payments for longer than 1 month.TERM; TERMINATION3.1 Term of Agreement.This Agreement will commence on the Effective Date and will continue in effect unless terminated in accordance with this Agreement. On the effective date of termination of this Agreement, all issued Orders under the Agreement will also terminate unless otherwise agreed by Terra and the Customer.3.2 Term of Orders.The Term of Orders shall be as follows, unless otherwise stated in the pricing schedule in the Customer's dashboard on Terra's website: (i) each Order will have an initial term of one (1) month (an “Initial Term”) beginning on the effective date of such Order; (ii) after the Initial Term, such Order will automatically renew for one (1) month periods (each a “Renewal Term”) unless either party provides the other party with notice prior to the end of the Initial Term or the Renewal Term; and (iii) Terra may revise its rates for the following Renewal Term by providing Customer with at least seven (7) days' written notice prior to the end of the then-current Initial Term or Renewal Term.3.3 Termination.(i) For Cause. Either party may terminate this Agreement and any applicable Orders in the event the other party materially breaches the terms of this Agreement or any Order and fails to cure such breach within ten (10) days from receipt of written notice thereof. In addition, Terra may immediately suspend the Services in the event it determines or believes that (a) there is unauthorized access to the Services via Customer's account, (b) continued provision of the Services may do material harm to Terra or its networks or systems or reputation or subject Terra to liability, or (c) Customer materially breached the terms of this Agreement. For clarity, notice of termination for an Order shall not be construed to be notice of termination for this Agreement or for any other Order. (ii) Effect of Termination.Upon the expiration or termination of an Order, all rights granted to Customer with respect to such Order will terminate and Customer will immediately cease using the terminated Services or the applicable API Package (copies of which will be immediately returned to Terra or destroyed). The provisions of this Agreement that by their nature should survive termination, including but not limited to the sections on confidentiality, ownership, limitation of liability, and indemnification, will survive termination of the Order or this Agreement (as applicable).CONFIDENTIALITYDuring the term of this Agreement, each party (a “Disclosing Party”) may disclose, under this Agreement, the other party (a “Receiving Party”) with confidential and/or proprietary materials and information of the first party (“Confidential Information”). All materials and information disclosed by Disclosing Party to Receiving Party under this Agreement and identified at the time of disclosure as “Confidential” or bearing a similar legend, and all such other information that the Receiving Party reasonably should have known was the Confidential Information of the Disclosing Party, will be considered Confidential Information. Receiving Party will maintain the confidentiality of the Confidential Information and will not disclose such information to any third-party without the prior written consent of Disclosing Party. Receiving Party will only use the Confidential Information internally for the purposes contemplated under this Agreement. The obligations in this Section 4 will not apply to any information that: (i) is made generally available to the public without breach of this Agreement, (ii) is developed by the Receiving Party independently from the Disclosing Party's Confidential Information, (iii) is disclosed to Receiving Party by a third-party without restriction, or (iv) was in the Receiving Party's lawful possession prior to the disclosure to the Receiving Party and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party. Receiving Party may disclose Confidential Information as required by law or court order; provided that, Receiving Party provides Disclosing Party with prompt written notice thereof and uses its best efforts to limit disclosure. At any time, upon Disclosing Party's request, Receiving Party will return to Disclosing Party all Disclosing Party's Confidential Information in its possession, including, without limitation, all copies and extracts thereof. Notwithstanding the foregoing, (a) Receiving Party may disclose Confidential Information to any third-party to the limited extent necessary to exercise its rights, or perform its obligations, under this Agreement; provided that, all such third parties are bound in writing by obligations of confidentiality and non-use at least as protective of the Disclosing Party's Confidential Information as this Agreement and (b) all Feedback and the API Package will be solely Terra's “Confidential Information.”INDEMNITYThe Customer will defend, indemnify and hold Terra harmless from and against all third-party claims, actions, proceedings, regulatory investigations, damages, losses, judgments, settlements, costs and expenses (including attorneys' fees), arising from or in connection with: (i) Customer breach of any laws or regulations (including with respect to privacy); (ii) Customer's or any Permitted User's use of the Services and Output; (iii) Customer's violation of any agreements it has with any End User; and (iv) Customer's breach of any representations, warranties, and covenants contained in this Agreement.WARRANTY; DISCLAIMERThe services are provided “as is.” To the fullest extent permitted by law, neither Terra nor its affiliates, suppliers, licensors, and distributors make any warranty of any kind, express, implied, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose, noninfringement, or any warranty that the services are free from defects. Terra does not make any warranty as to the output that may be obtained from use of the services. Customer, if an individual, may have other statutory rights; however, to the fullest extent permitted by law, the duration of statutorily required warranties, if any, shall be limited to the shortest period permitted by law.LIMITATION OF LIABILITYTo the fullest extent permitted by law, neither Terra nor its affiliates, suppliers, licensors, and distributors will be liable under this Agreement for any: (a) indirect, special, incidental, consequential, exemplary, or punitive damages; (b) loss, error, or interruption of use or data (in each case, whether direct or indirect); or (c) cost of cover or loss of business, revenues, or profits (in each case whether direct or indirect), even if the party knew or should have known that such damages were possible. To the fullest extent permitted by law, Terra's aggregate liability in connection with each Order (including all liability under this agreement that arises as a result of such Order) will not exceed the amount paid or payable by customer to Terra during the six (6) month period prior to the event giving rise to liability (provided that, if no fees are paid or payable, such amounts will be limited to one hundred dollars (USD $100.00)). The parties agree that the waivers and limitations specified in this Section 7 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy specified in this agreement is found to have failed of its essential purpose.MISCELLANEOUSIf any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable or transferable by Customer except with Terra's prior written consent; provided, however, that Customer may, upon prior written notice to Terra, transfer and assign its rights and obligations under this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to which this Agreement relates. If such a transfer or assignment is made in favour of a direct competitor of Terra, then Terra may terminate this Agreement upon written notice to Customer. Terra may freely assign this Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement. Any notices in connection with this Agreement will be in writing and sent by first class mail, confirmed facsimile or major commercial rapid delivery courier service to the address specified above (or such other address as may be properly specified by written notice hereunder). Email notice will be permitted by Terra if sent to the Customer's account email address. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party including, but not limited to, acts of God, power outages, governmental actions and requirements, and the acts and omissions of Terra's data suppliers. During the term of this Agreement, (a) Customer agrees to participate in case studies and other similar marketing efforts reasonably requested by Terra; (b) Terra may disclose that Customer is a Terra customer to third parties; and (c) Terra may include on and in Terra's website, case studies, marketing materials, and conference presentations and other speaking opportunities, Customer's testimonials and other feedback regarding the Services, name, website URL, use case, and logo and other marks. Upon request from Customer, Terra will promptly stop making the disclosure and use described in the foregoing sentence except to the extent already included in any then-existing materials. This Agreement will be governed by the laws of England, United Kingdom, without regard to the conflict of law provisions thereof. The application of 1980 United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court), any dispute or claim arising or relating to this Agreement will be submitted to and finally resolved by binding arbitration in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by a single arbitrator appointed in accordance with such Rules. The arbitration will take place in England, United Kingdom, in the English language and the arbitral decision may be enforced in any court of competent jurisdiction. With respect to any court challenge to JAMS jurisdiction to arbitrate any claim or dispute arising or relating to this Agreement, the parties consent to exclusive jurisdiction and venue in the state and Federal courts located in England, United Kingdom. With respect to all disputes arising in relation to this Agreement, but subject to the preceding arbitration provision, the parties consent to exclusive jurisdiction and venue in the courts located in England, United Kingdom.
By using Terra's services or by explicitly agreeing to these terms by ticking ‘I Agree' or similar indicator during checkout, you indicate your assent to be bound by this Agreement. If you do not agree to this Agreement, do not use or access the Services. This Agreement contains mandatory arbitration provisions that require the use of arbitration to resolve disputes. Please read it carefully.
The “Effective Date” of this Agreement is the earlier of (a) the date on which You first access or use the Services and (b) the date on which Your first Order is placed. The “Order” means Your purchase of a subscription made on Terra’s website (https://tryterra.co).
Terra may modify this Agreement from time to time in accordance with Section 9 (Modifications) below.ACCESS RIGHTS; RESTRICTIONS1.1 Access.Subject to the Customer's compliance with the terms and conditions of this Agreement, Terra hereby agrees that during the applicable term of an Order, the Customer has the non-exclusive right to: (i) internally use the package of application programming interface materials provided by Terra (the “API Package”) solely as necessary to make the Customer Application (as defined below) interoperate with the Terra services described on https://tryterra.co/ or the applicable Order (collectively with the API Package, the “Services”), (ii) use the Services in such Customer Application provided to Customer's end users (consumers or businesses) (the “End Users”) for the use case permitted by Terra in writing, including, but not limited to, as set forth in the applicable Order or in the Terra dashboard, and (iii) use the End User information and data provided via the Services (the “Output”) solely in such Customer Application for such permitted use case. Customer represents, covenants, and warrants that Customer will use the Services and Output only in compliance with the terms and conditions of this Agreement, Terra's applicable technical user documentation, and the permitted use case of Customer. As used herein, “Customer Application” means, collectively, the applications, products, and services owned or operated by Customer, as described in the applicable Order or otherwise approved by Terra in writing.1.2 Restrictions.Customer will not, and will not enable or assist any third-party to: (i) attempt to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services or any software, documentation or data related to the Services; (ii) modify, translate, or create derivative works based on the Services (except to the extent expressly permitted by Terra or authorized within the Services); (iii) make the Services or Output available to, or use the Services or Output for the benefit of anyone other than Customer or Customer's End Users; (iv) sell, resell, license, sublicense, distribute, rent or lease any Services or Output to any third-party, or include any Services or Output in a service bureau, time-sharing, or equivalent offering; (v) publicly disseminate information from any source regarding the performance of the Services or Output; or (vi) attempt to create a competitive, substitute or similar service through use of, or access to, the Services or Output. Customer will use the Services and Output only in compliance with (a) the rights granted hereunder, and (b) any agreements between Customer and End Users (for clarity, including Customer's privacy policy or statement). Notwithstanding anything to the contrary, the Customer accepts and assumes all responsibility for complying with all applicable laws and regulations in connection with all of Customer's activities involving any Services, Output, or End User data.1.3 Ownership.Except for the rights expressly granted under this Section 1, Terra reserves and retains all right, title, and interest in and to the Services which includes but is not limited to the API Package and any related Output (except for raw End User data, which belongs to the End User), software, products, works, and other intellectual property created, used, or provided by Terra for the purposes of this Agreement. To the extent the Customer provides Terra with any feedback relating to the Services (including, without limitation, feedback related to usability, performance, interactivity, bug reports and test results) (“Feedback”), Terra will own all right, title and interest in and to such Feedback (and the Customer hereby makes all assignments necessary to achieve such ownership). Customer is granted a limited, revocable, non-exclusive, non-transferable license to use the Services and the API Package solely for the purposes set forth in this Agreement. Any unauthorized use, duplication, modification, or distribution of the Services or API Package is strictly prohibited.1.4 Privacy and Authorizations.Customer represents, warrants, and covenants that Customer has provided and will continue to provide all notices to End Users, and has obtained and will continue to obtain all consents from End Users, as required under applicable laws to enable Terra to process End User data. In addition, Customer agrees to, promptly but no later than the commencement of Terra's Services under this Agreement: (i) establish and maintain at least one Customer's End User Agreement (as defined below) if none exists yet, (ii) link, insert, refer to, or otherwise incorporate Terra's End User Privacy Policy, available at https://tryterra.co/end-user-privacy into Customer's End User Agreement for End Users' access and acceptance, and (iii) ensure that Customer's End Users access and accept Terra's End User Privacy Policy and consent to Terra's processing of said End User's data as part of using Customer's products and services. As used herein, “Customer's End User Agreement” means one or more of the following: Customer's End User license agreement, clickwrap agreement, terms of service, terms of use, terms and conditions, privacy policy (including privacy notice, privacy statement, or document of similar purposes), or any agreement or notice between Customer and its End Users that governs the End Users' use of Customer's products and services.1.5 Permitted Users.Customer may permit its employees, agents, contractors and service providers to access the Services and Output on Customer's behalf (“Permitted Users”), provided that Customer remains responsible for their compliance with all of the terms and conditions of the Agreement (including without limitation terms relating to use of Services and Output) and that any such use of the Output and Services is for the sole benefit of Customer. Customer is responsible under Section 2 (Payments) of the Agreement for any fees or charges incurred by its Permitted Users in their use of the Services. If Customer enables any third parties as Permitted Users, Customer (and not Terra) remains solely responsible for its relationships with such third parties and for any related billing matters, technical support, or disputes.1.6 Development Accounts.In addition to allowing production access to the Services as described in Section 1.1 ("Production Access"), Terra may offer free sandbox or development accounts for the Services ("Development Accounts"). Customer may use Development Accounts solely for internal evaluation of the Services to determine whether to place a paid Order, and not for Production Access or any other purpose. In using Development Accounts, Customer must comply with Terra's relevant documentation, policies, and instructions, including as relates to the data types and use cases eligible for Development Accounts. Terra may make available different types of Development Accounts, and each Development Account may have limited functionality and other usage limits. Terra may modify or disable Development Accounts (and delete related data submitted by Customer or provided by Terra) without notice or liability to Customer. Terra has no support obligations for Development Accounts. The uses of Development Accounts remain subject to the terms and conditions of this Agreement, including without limitation Sections 1.2 (Restrictions) through 1.5 (Permitted Users), 1.7 (Compliance Reviews), 4 (Confidentiality), 5 (Indemnity), 6 (Warranty; Disclaimer) and 7 (Limitation of Liability).1.7 Compliance Reviews.To access or use the Services, whether Development Accounts or Production Access, Customer must successfully pass Terra's compliance reviews, which may include automated verifications, online questionnaires, and requests for information ("Compliance Reviews"). As part of the Compliance Reviews, Customer must provide prompt responses to Terra's requests for information about Customer, the Customer Application, Customer's business and associated entities, and Customer's intended use of the Services. Customer represents and warrants that all information it provides to Terra as part of Compliance Reviews will be accurate and complete, and Customer will immediately notify Terra if any previously provided information is out-of-date or becomes inaccurate. Customer may be required to complete more than one Compliance Review, for instance, to enable Development Accounts or upgrade to Production Access, or as requested by Terra based on changes in Customer's use of the Services or increased risk factors. Customer's passage or failure of any Compliance Review is in Terra's sole discretion. If Customer fails any Compliance Review or fails to provide prompt and complete responses within three business days after Terra's requests for information (even if Customer has passed a previous Compliance Review or received provisional access to the Services), Terra may suspend, revoke, or terminate Customer's access to the Services, without notice or liability to Customer.1.8 Responsible Use.Customer agrees to use the Services and the API Package responsibly. This includes, but is not limited to, ensuring that the use of the Services and API Package complies with all applicable laws, regulations, and policies. Customer must not use the Services or API Package in any manner that could damage, disable, overburden, or impair any Terra server, or interfere with any other party's use and enjoyment of any Services. Customer agrees not to attempt to gain unauthorized access to any Services or features through hacking, password mining or any other means.PaymentsCustomer will pay Terra for the Services as set forth in the pricing schedule in the Terra dashboard (the “Payments”). If Customer purchases an Order, Customer's payment method automatically will be charged at the start of each subscription period for the fees and taxes applicable to that period. To avoid future charges, Customer must cancel their Order before the renewal date through the Terra dashboard or by contacting the relevant representative at Terra. In the case that Customer cancels their Order before the end of a billing cycle, Customer shall remain liable for payment for such period and Customer shall keep access to the Services for the remainder of the billing period. Payments must be made within seven (7) days from the date of Terra's invoice. Late payments are subject to a finance charge of 1.5% per month or the maximum permitted by law, whichever is lower, plus all expenses of collection. The Customer will be responsible for all (i) taxes associated with Services other than taxes based on Terra's net income and (ii) Terra's costs of collection in the event of the Customer's delinquent payment. All Payments made are non-cancellable, and not subject to set-off. Terra reserves the right to revoke Customer's access to the Services should Customer have outstanding payments for longer than 1 month.TERM; TERMINATION3.1 Term of Agreement.This Agreement will commence on the Effective Date and will continue in effect unless terminated in accordance with this Agreement. On the effective date of termination of this Agreement, all issued Orders under the Agreement will also terminate unless otherwise agreed by Terra and the Customer.3.2 Term of Orders.The Term of Orders shall be as follows, unless otherwise stated in the pricing schedule in the Customer's dashboard on Terra's website: (i) each Order will have an initial term of one (1) month (an “Initial Term”) beginning on the effective date of such Order; (ii) after the Initial Term, such Order will automatically renew for one (1) month periods (each a “Renewal Term”) unless either party provides the other party with notice prior to the end of the Initial Term or the Renewal Term; and (iii) Terra may revise its rates for the following Renewal Term by providing Customer with at least seven (7) days' written notice prior to the end of the then-current Initial Term or Renewal Term.3.3 Termination.(i) For Cause. Either party may terminate this Agreement and any applicable Orders in the event the other party materially breaches the terms of this Agreement or any Order and fails to cure such breach within ten (10) days from receipt of written notice thereof. In addition, Terra may immediately suspend the Services in the event it determines or believes that (a) there is unauthorized access to the Services via Customer's account, (b) continued provision of the Services may do material harm to Terra or its networks or systems or reputation or subject Terra to liability, or (c) Customer materially breached the terms of this Agreement. For clarity, notice of termination for an Order shall not be construed to be notice of termination for this Agreement or for any other Order. (ii) Effect of Termination.Upon the expiration or termination of an Order, all rights granted to Customer with respect to such Order will terminate and Customer will immediately cease using the terminated Services or the applicable API Package (copies of which will be immediately returned to Terra or destroyed). The provisions of this Agreement that by their nature should survive termination, including but not limited to the sections on confidentiality, ownership, limitation of liability, and indemnification, will survive termination of the Order or this Agreement (as applicable).CONFIDENTIALITYDuring the term of this Agreement, each party (a “Disclosing Party”) may disclose, under this Agreement, the other party (a “Receiving Party”) with confidential and/or proprietary materials and information of the first party (“Confidential Information”). All materials and information disclosed by Disclosing Party to Receiving Party under this Agreement and identified at the time of disclosure as “Confidential” or bearing a similar legend, and all such other information that the Receiving Party reasonably should have known was the Confidential Information of the Disclosing Party, will be considered Confidential Information. Receiving Party will maintain the confidentiality of the Confidential Information and will not disclose such information to any third-party without the prior written consent of Disclosing Party. Receiving Party will only use the Confidential Information internally for the purposes contemplated under this Agreement. The obligations in this Section 4 will not apply to any information that: (i) is made generally available to the public without breach of this Agreement, (ii) is developed by the Receiving Party independently from the Disclosing Party's Confidential Information, (iii) is disclosed to Receiving Party by a third-party without restriction, or (iv) was in the Receiving Party's lawful possession prior to the disclosure to the Receiving Party and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party. Receiving Party may disclose Confidential Information as required by law or court order; provided that, Receiving Party provides Disclosing Party with prompt written notice thereof and uses its best efforts to limit disclosure. At any time, upon Disclosing Party's request, Receiving Party will return to Disclosing Party all Disclosing Party's Confidential Information in its possession, including, without limitation, all copies and extracts thereof. Notwithstanding the foregoing, (a) Receiving Party may disclose Confidential Information to any third-party to the limited extent necessary to exercise its rights, or perform its obligations, under this Agreement; provided that, all such third parties are bound in writing by obligations of confidentiality and non-use at least as protective of the Disclosing Party's Confidential Information as this Agreement and (b) all Feedback and the API Package will be solely Terra's “Confidential Information.”INDEMNITYThe Customer will defend, indemnify and hold Terra harmless from and against all third-party claims, actions, proceedings, regulatory investigations, damages, losses, judgments, settlements, costs and expenses (including attorneys' fees), arising from or in connection with: (i) Customer breach of any laws or regulations (including with respect to privacy); (ii) Customer's or any Permitted User's use of the Services and Output; (iii) Customer's violation of any agreements it has with any End User; and (iv) Customer's breach of any representations, warranties, and covenants contained in this Agreement.WARRANTY; DISCLAIMERThe services are provided “as is.” To the fullest extent permitted by law, neither Terra nor its affiliates, suppliers, licensors, and distributors make any warranty of any kind, express, implied, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose, noninfringement, or any warranty that the services are free from defects. Terra does not make any warranty as to the output that may be obtained from use of the services. Customer, if an individual, may have other statutory rights; however, to the fullest extent permitted by law, the duration of statutorily required warranties, if any, shall be limited to the shortest period permitted by law.LIMITATION OF LIABILITYTo the fullest extent permitted by law, neither Terra nor its affiliates, suppliers, licensors, and distributors will be liable under this Agreement for any: (a) indirect, special, incidental, consequential, exemplary, or punitive damages; (b) loss, error, or interruption of use or data (in each case, whether direct or indirect); or (c) cost of cover or loss of business, revenues, or profits (in each case whether direct or indirect), even if the party knew or should have known that such damages were possible. To the fullest extent permitted by law, Terra's aggregate liability in connection with each Order (including all liability under this agreement that arises as a result of such Order) will not exceed the amount paid or payable by customer to Terra during the six (6) month period prior to the event giving rise to liability (provided that, if no fees are paid or payable, such amounts will be limited to one hundred dollars (USD $100.00)). The parties agree that the waivers and limitations specified in this Section 7 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy specified in this agreement is found to have failed of its essential purpose.MISCELLANEOUSIf any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable or transferable by Customer except with Terra's prior written consent; provided, however, that Customer may, upon prior written notice to Terra, transfer and assign its rights and obligations under this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to which this Agreement relates. If such a transfer or assignment is made in favour of a direct competitor of Terra, then Terra may terminate this Agreement upon written notice to Customer. Terra may freely assign this Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement. Any notices in connection with this Agreement will be in writing and sent by first class mail, confirmed facsimile or major commercial rapid delivery courier service to the address specified above (or such other address as may be properly specified by written notice hereunder). Email notice will be permitted by Terra if sent to the Customer's account email address. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party including, but not limited to, acts of God, power outages, governmental actions and requirements, and the acts and omissions of Terra's data suppliers. During the term of this Agreement, (a) Customer agrees to participate in case studies and other similar marketing efforts reasonably requested by Terra; (b) Terra may disclose that Customer is a Terra customer to third parties; and (c) Terra may include on and in Terra's website, case studies, marketing materials, and conference presentations and other speaking opportunities, Customer's testimonials and other feedback regarding the Services, name, website URL, use case, and logo and other marks. Upon request from Customer, Terra will promptly stop making the disclosure and use described in the foregoing sentence except to the extent already included in any then-existing materials. This Agreement will be governed by the laws of England, United Kingdom, without regard to the conflict of law provisions thereof. The application of 1980 United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court), any dispute or claim arising or relating to this Agreement will be submitted to and finally resolved by binding arbitration in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by a single arbitrator appointed in accordance with such Rules. The arbitration will take place in England, United Kingdom, in the English language and the arbitral decision may be enforced in any court of competent jurisdiction. With respect to any court challenge to JAMS jurisdiction to arbitrate any claim or dispute arising or relating to this Agreement, the parties consent to exclusive jurisdiction and venue in the state and Federal courts located in England, United Kingdom. With respect to all disputes arising in relation to this Agreement, but subject to the preceding arbitration provision, the parties consent to exclusive jurisdiction and venue in the courts located in England, United Kingdom.
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