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Terms of Use
Last updated: July 10th, 2026
PERCEPTRON TERMS OF USE
(the “Terms”)
These Terms constitute a legally binding agreement between you ("Customer") and Perceptron AI Inc. ("Perceptron" or “Provider”).
By accepting, placing an order through the Site, executing an order form that incorporates these Terms by reference, or otherwise accessing or using the Perceptron Services, Customer acknowledges that Customer has reviewed and agrees to be bound by these Terms.
If you are accepting these Terms as an individual, "Customer" refers to you personally.
If you are accepting these Terms on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, "Customer" refers to the entity and all users identified in the applicable order form.
If Customer does not agree to these Terms, Customer must not access or use the Perceptron Services.
Perceptron may modify the Perceptron Services at any time. Perceptron may also revise these Terms from time to time. If changes are made, Perceptron will provide notice by posting the updated Terms or by sending an email to Customer's email address on record.
Customer's continued use of the Perceptron Services after the revised Terms become effective constitutes Customer's acceptance of the updated Terms.
Your use of the Services is also subject to our Privacy Policy, which describes how we collect, use, and disclose information about you. The Privacy Policy is incorporated by reference into these Terms.
RELEVANT DEFINITIONS.
“Authorized Purposes” means Customer's internal business, personal, research, development, evaluation, professional, or commercial activities that are expressly permitted under the applicable License and these Terms. is defined per the respective license type.
“Authorized Users” means Customer's employees, consultants, contractors, and agents authorized by Customer to access and use the Perceptron Services, provided that (a) Customer has purchased the applicable access rights for such users under an Order Form during the applicable Enterprise Production License Term, and (b) where required, such users have been assigned unique user credentials by Customer or by Perceptron at Customer's request.
“Consumer Use License” means a limited, non-exclusive, non-transferable, revocable license granted to Customer to access and use the consumer-facing versions of the Services, including Provider's hosted web-based applications, APIs, and related functionality made generally available to non-enterprise customers. Unless otherwise designated by Provider under an Enterprise Evaluation License or Enterprise Production License, all use of the Services shall be governed by the Consumer License. The Consumer License permits Customer to use the Services through Provider's hosted infrastructure, subject to the features, functionality, rate limits, usage caps, and other restrictions applicable to Customer's subscription tier. Customer may use the Services and resulting outputs for personal, business, or commercial purposes to the extent permitted by the applicable subscription plan, Service documentation, and usage limitations. For clarity, the Consumer License permits individuals, sole proprietors, startups, and other organizations to use the hosted Services and APIs in connection with commercial activities, including providing professional services, creating content, developing products, and serving customers, subject to the applicable subscription plan and usage limitations. An Enterprise Production License is required only where Customer seeks rights not available under the Consumer License, including access to model weights, on-premises deployment rights, self-hosted operation, or other enterprise-specific capabilities designated by Provider.
“Customer Data” means all data submitted, stored, posted, displayed, or otherwise transmitted by or on behalf of Customer or any User and received and analyzed by the Perceptron Service.
“Customer System” means Customer’s internal website(s), servers and other equipment and software used in the conduct of Customer’s business.
“Enterprise Evaluation License” means a temporary, non-exclusive, revocable, non-transferable, non-commercial, limited license granted to Customer to evaluate the Services for the period specified by Provider. The Enterprise Evaluation License may permit Customer to test and evaluate the Services using production-like, privacy-sensitive, regulated, or other internal business workloads and, where expressly authorized by Provider, may include access to production-grade environments, on-premises deployments, model weights, enhanced security features, or other enterprise functionality solely for Customer’s internal evaluation, validation, testing, and assessment purposes. Evaluation Licenses may be subject to restrictions on features, functionality, usage levels, support, deployment methods, or other limitations determined by Provider. Except as expressly authorized for evaluation purposes, the Services may not be used in production. In no event may Customer commercialize, distribute, sublicense, sell, offer as a service, make available to third parties, or otherwise exploit the Services, any model weights, derivatives, or related technology under an Enterprise Evaluation License. Any commercial, production, customer-facing, operational, or revenue-generating use of the Services or model weights requires a separate Enterprise Production License. Access to model weights under an Enterprise Evaluation License does not grant any right to commercialize, distribute, or deploy such model weights for production use.
“Enterprise Production License” means a limited, non-exclusive, revocable license to use the production-level version of the Service, including, as applicable, customization features, expanded user controls, agentic AI capabilities, production deployment rights, commercial-use rights, on-premises deployments, access to or use of model weights, and related enterprise features made available by the Provider.
“Intellectual Property Rights” means all intellectual property rights or similar proprietary rights, including (a) patent rights and utility models, (b) copyrights and database rights, (c) trademarks, trade names, domain names and trade dress and the goodwill associated therewith, (d) trade secrets, (e) mask works, and (f) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing in any jurisdiction in the world.
“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
“Open Source Software” means all software that is available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that approved by the Open Source Initiative (www.opensource.org).
“Order Form” means either (a) the separate ordering documents for Perceptron Services that are executed hereunder by the parties from time to time, including modifications, supplements and addend thereto;or (b) if the Perceptron Services have been purchased online, through a subscription with an account the Customer creates.
“Enterprise Production License Term” means the period for Customer’s use of the Perceptron Service set forth in the account payment terms or Order Form.
“Perceptron Service” or “Services” means the services provided by Perceptron to Customer pursuant to these Terms, and for all purposes of these Terms, such services exclude any Open Source Software that may be used to provide the Perceptron Service and all Third Party Offerings.
“Third Party Offerings” means certain software or services delivered or performed by third parties that are required for the operation of the Perceptron Service, or other online, web-based CRM, ERP, or other business application subscription services, and any associated offline products provided by third parties, that interoperate with the Perceptron Service.
ORDERS; LICENSES; AND RESTRICTIONS.
Orders. Subject to the terms and conditions contained in these Terms, Customer may purchase a Enterprise Production Licenses for its Users to access and use the Perceptron Services pursuant to these terms and Order Form details. Unless otherwise specified in these terms or Order Form, licenses are for designated Authorized Users only and cannot be shared or used by more than one User. However, they may be reassigned to new Users replacing former Users who no longer require ongoing use of the Perceptron Services by contacting us. Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Perceptron regarding any future functionality or features. If there is any inconsistency between an Order Form and these Terms, the Order Form controls with regard to the conflicting term.
Access and Use License. Subject to Customer's compliance with these Terms, Perceptron grants Customer, during the applicable Term, a limited, non-exclusive, non-transferable, revocable right for Customer and its authorized Users to access and use the Perceptron Service in accordance with these Terms, the applicable License, and Customer's Authorized Purposes. Customer's rights and permitted uses of the Perceptron Service shall be governed by the applicable License type, including any Consumer License, Enterprise Evaluation License, or Enterprise Production License, and any restrictions, limitations, or additional rights associated with such License. Customer may use the Perceptron Service only within the scope of the rights granted under the applicable License. Use of the Perceptron Service may be subject to limitations, including limitations on features, functionality, storage capacity, usage volumes, rate limits, model availability, deployment methods, or support levels. Any such limitations will be specified in the applicable Order Form, subscription plan, Service documentation, or other materials made available by Perceptron.
Restrictions. Customer shall not, directly or indirectly, and Customer shall not permit any User or third party to, directly or indirectly,:
reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the Perceptron Service;
modify, translate, or create derivative works based on any element of the Perceptron Service or any related documentation;
rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Perceptron Service;
use the Perceptron Service for timesharing purposes or otherwise for the benefit of any person or entity other than for the benefit of Customer and Users;
remove any proprietary notices.
publish or disclose to third parties any evaluation of the Perceptron Service without Perceptron's prior written consent;
use the Perceptron Service for any purpose other than its intended purpose;
interfere with or disrupt the integrity or performance of the Perceptron Service;
introduce any Open Source Software into the Perceptron Service;
attempt to gain unauthorized access to the Perceptron Service or their related systems or networks;
use the Perceptron Service to develop, train, or improve any competing product or service, or otherwise use the Perceptron Service for competitive analysis;
access or use the Perceptron Service in a manner that exceeds applicable usage limits, circumvents technical restrictions, or attempts to avoid payment of applicable fees;
use any robot, scraper, crawler, data mining tool, or other automated means to access, monitor, copy, or extract data from the Perceptron Service, except as expressly authorized by Perceptron;
upload, transmit, or otherwise introduce any virus, worm, malware, Trojan horse, or other malicious code into or through the Perceptron Service;
access the Perceptron Service for the purpose of building a similar or competitive product or service, or copying any features, functions, or user interface elements of the Perceptron Service;
use the Perceptron Service in violation of any applicable law, regulation, third-party right, or governmental order;
circumvent, disable, interfere with, or otherwise compromise any security feature, authentication mechanism, access control, or usage restriction of the Perceptron Service;
use the Perceptron Service to store, transmit, generate, or distribute unlawful, infringing, defamatory, fraudulent, deceptive, or harmful content;
permit any unauthorized person or entity to access or use the Perceptron Service through Customer's account, credentials, or systems; or
use the Perceptron Service in any manner that could reasonably be expected to damage, disable, overburden, impair, or otherwise adversely affect the operation, security, or availability of the Perceptron Service.
Reservation of Rights. Except as expressly granted in these Terms, there are no other licenses granted to Customer, express, implied or by way of estoppel. All rights not granted in these Terms are reserved by Perceptron.
THIRD PARTY HOSTING
Perceptron may use the services of one or more third parties to deliver any part of the Perceptron Services. Perceptron will pass-through any warranties to the extent that Perceptron receives any from its then current third-party service provider that it can provide to Customer. Customer agrees to comply with any acceptable use policies and other terms of any third-party service provider that are provided or otherwise made available to Customer from time to time.
PASSWORDS; SECURITY.
Passwords. Perceptron will issue to Customer, user logins and passwords for each of their Users authorized to access and use the Perceptron Service. Customer shall be, and shall ensure that each of their respective Users are, responsible for maintaining the confidentiality of all user logins and passwords and for ensuring that each user login and password is used only by the User to which it was issued. Customer is solely responsible for any and all access and use of the Perceptron Services that occurs using logins and passwords Perceptron issues to any of Customer. Customer shall restrict its Users from sharing passwords. Customer agrees to immediately notify Perceptron of any unauthorized use of any account or login and password issued to Customer’s Users, or any other breach of security known to Customer. Perceptron shall have no liability for any loss or damage arising from Customer’s failure to comply with the terms set forth in this Section.
No Circumvention of Security. Neither Customer nor any User may circumvent or otherwise interfere with any user authentication or security of the Perceptron Service. Customer will immediately notify Perceptron of any breach, or attempted breach, of security known to Customer.
Security. Perceptron will use commercially reasonable efforts to maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Customer Data in a manner consistent with what Perceptron supplies generally to its other customers. Notwithstanding the foregoing, Customer acknowledges that, notwithstanding any security precautions deployed by Perceptron, the use of, or connection to, the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Perceptron Services and Customer Data. Perceptron cannot and does not guarantee the privacy, security, integrity or authenticity of any information transmitted over or stored in any system connected to or accessible via the Internet or otherwise or that any such security precautions will be adequate or sufficient. Perceptron shall not (a) modify Customer Data, (b) disclose Customer Data except as compelled by law or as expressly permitted in writing by Customer, or (c) access Customer Data except to provide the Perceptron Services and prevent or address service or technical problems, as otherwise expressly permitted pursuant to these Terms, or at Customer's request in connection with customer support matters.
Data Retention and Abuse Monitoring. We may securely retain Customer Data, including service inputs, outputs, logs, and related metadata, for a limited period to provide the Services, maintain security, comply with legal obligations, and detect, investigate, prevent, and mitigate fraud, abuse, unauthorized use, or violations of these Terms. Unless otherwise specified in our documentation or required by applicable law, such data will be retained for no longer than thirty (30) days and will thereafter be deleted or de-identified. Where available and approved by us, customers may request reduced or zero-retention options for certain services or endpoints, subject to technical, security, and compliance requirements. Additional details regarding our data handling practices are available in our Privacy Policy.
CUSTOMER OBLIGATIONS.
Creating an Account. By creating an Account, you become a “User” and represent that you are thirteen (13) years or older and are not barred from using the Services under applicable law. You will be required to provide certain information as prompted by the registration form on the Site. You represent that: (a) all required registration information is truthful and accurate, (b) you will maintain the accuracy of such information, and (c) that the individual completing the registration for an Account and selecting a plan is authorized to register an Account and enter into this Terms on behalf of the Customer.
Your Account should be yours. Do not use the Services under the name of another person with the intent to impersonate that person, or use a username that is subject to the rights of another person without appropriate authorization. You must be a human to use the Services and an automated account is not allowed. This policy also applies beyond Account creation to the general use of the Services. “Robot” (or automatic) activity is not allowed.
We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, false or misleading, or to reclaim any username that you create through the Services that violates our Terms. You are responsible for maintaining the confidentiality of your password and Account, and agree to notify us if your password is lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised. You are responsible for activities that occur under your Account. You agree to immediately notify the Provider of any unauthorized use, or suspected unauthorized use of the Account or any other breach of security. The Provider cannot and will not be liable for any loss or damage arising from any use of Customer’s Account or the failure to comply with the above requirements.
Customer System. Customer is responsible for (a) obtaining, deploying and maintaining the Customer System, and all computer hardware, software, modems, routers and other communications equipment necessary for Customer and their respective Users to access and use the Perceptron Services via the Internet; (b) contracting with third party ISP, telecommunications and other service providers to access and use the Perceptron Services via the Internet; and (c) paying all third party fees and access charges incurred in connection with the foregoing. Except as specifically set forth in these Terms or an Order Form, Perceptron shall not be responsible for supplying any hardware, software or other equipment to Customer under these Terms.
Acceptable Use Policy. Customer is responsible for all activities conducted through its and its Authorized Users' access to and use of the Perceptron Services. Customer shall ensure that its Authorized Users comply with this Agreement and shall be liable for their acts and omissions as if they were Customer's own. Customer shall not, and shall not permit any Authorized User or third party to:
use the Perceptron Services in violation of any applicable law, regulation, or third-party right;
upload, transmit, store, or otherwise make available any Customer Data that infringes, misappropriates, or otherwise violates the rights of any person or entity;
upload, transmit, or introduce any virus, malware, malicious code, or other harmful technology that may damage, disrupt, or impair the Perceptron Services or any third party's systems or data;
upload, transmit, or store any Protected Health Information (as defined under HIPAA) or other categories of sensitive personal information prohibited by the applicable Order Form;
use the Perceptron Services for any illegal, fraudulent, deceptive, or unauthorized purpose;
interfere with, disrupt, compromise, or attempt to gain unauthorized access to the Perceptron Services, related systems or networks, or any other user's access to or use of the Perceptron Services;
upload, transmit, distribute, or make available any unlawful, harmful, threatening, abusive, defamatory, obscene, or otherwise objectionable content;
transmit or post material that encourages conduct that would constitute a criminal offense or give rise to civil liability; or
use the Perceptron Services except as expressly permitted under this Agreement, and the applicable Order Form.
Perceptron does not review, endorse, or assume responsibility for Customer Data, customer communications, or other information submitted through the Perceptron Services. Customer is solely responsible for all Customer Data and for obtaining all rights, consents, and permissions necessary for its use of the Perceptron Services.
Perceptron may remove, disable access to, or require Customer to remove any content that Perceptron reasonably believes violates this Agreement or applicable law and may suspend access to the Perceptron Services to prevent harm to the Perceptron Services, other customers, or third parties.
Perceptron does not review, verify, authenticate, monitor, edit, or otherwise control Customer Data, Other Information, or any other information submitted to or stored within the Perceptron Services and makes no representation or warranty regarding the completeness, integrity, quality, accuracy, legality, or reliability of any such information.
Customer is solely responsible for the completeness, integrity, quality, accuracy, legality, and use of all Customer Data and Other Information submitted to or processed through the Perceptron Services.
Perceptron may modify its acceptable use requirements, security requirements, or other operational policies applicable to the Perceptron Services from time to time upon notice to Customer. Notice may be provided through the Perceptron Services, by email, or through Customer's account portal. Any such modifications shall become effective on the date specified in the notice, provided that no modification will materially diminish Customer's rights under this Agreement during the then-current Subscription Term.
Accuracy of Customer’s Contact Information; Email Notices. Customer agrees to provide accurate, current and complete information as necessary for Perceptron to communicate with Customer from time to time regarding the Perceptron Services, issue invoices or accept payment, or contact Customer for other account-related purposes. Customer agrees to keep any online account information current and inform Perceptron of any changes in Customer’s legal business name, address, email address and phone number. Customer agrees to accept emails from Perceptron at the e-mail addresses specified by its Users for login purposes. In addition, Customer agrees that Perceptron may rely and act on all information and instructions provided to Perceptron by Users from the above-specified e-mail address.
Temporary Suspension. Perceptron may temporarily suspend Customer’s or their respective Users’ access to the Perceptron Services in the event that either Customer any of their Users is engaged in, or Perceptron in good faith suspects Customer or any of their Users is engaged in, any unauthorized conduct (including, but not limited to any violation of these Terms). Perceptron will attempt to contact Customer prior to or contemporaneously with such suspension; provided, however, that Perceptron’s exercise of the suspension rights herein shall not be conditioned upon Customer’s receipt of any notification. A suspension may take effect for Customer’s entire account and Customer understands that such suspension would therefore include User sub-accounts. Customer agrees that Perceptron shall not be liable to Customer, any of its Users, or any other third party if Perceptron exercises its suspension rights as permitted by this Section. Upon determining that Customer has ceased the unauthorized conduct leading to the temporary suspension to Perceptron’s reasonable satisfaction, Perceptron shall reinstate Customer’s and their respective Users’ access and use of the Perceptron Services. Notwithstanding anything in this Section to the contrary, Perceptron’s suspension of Perceptron Services is in addition to any other remedies that Perceptron may have under these Terms or otherwise, including but not limited to termination of these Terms for cause. Additionally, if there are repeated incidences of suspension, regardless of the same or different cause and even if the cause or conduct is ultimately cured or corrected, Perceptron may, in its reasonable discretion, determine that such circumstances, taken together, constitute a material breach.
Evaluations of New Services. From time to time Perceptron may invite Customer to try, at no charge, Perceptron products or services that are not generally available to Perceptron customers (“Non-GA Services”). Customer may accept or decline any such trial in its sole discretion. Any Non-GA Services will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a description of similar import. Non-GA Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors (but shall not knowingly contain any undisclosed Malicious Code), and may be subject to additional terms that shall be provided by Perceptron to Customer prior to or concurrent with Perceptron’s invitation to the applicable Non-GA Services. Customer has the right to discontinue Non-GA Services at any time in its sole discretion and may never make them generally available.
FEES AND PAYMENT.
Fees. Customer agrees to pay all fees specified in the selected plan. Payment is processed through our payment processor Stripe, in accordance with its terms. Except as otherwise specified in these Terms, (a) fees are quoted and payable in United States dollars, (b) fees are based on Perceptron Services purchased, regardless of actual usage, (c) payment obligations are non-cancelable and fees paid are non-refundable. All amounts payable under these Terms will be made without setoff or counterclaim, and without any deduction or withholding.
Payment. Customer is responsible for providing complete and accurate billing and contact information to Perceptron and notifying Perceptron of any changes to such information. CUSTOMER ACKNOWLEDGES AND AGREES THAT PERCEPTRON WILL PERIODICALLY CHARGE CUSTOMER’S PROVIDED PAYMENT METHOD THE FEES FOR THE PERCEPTRON SERVICE. IF CUSTOMER DOES NOT WISH TO BE CHARGED, CUSTOMER MUST TERMINATE THE AGREEMENT, AS SET FORTH HEREIN BY THE DATES SET FORTH HEREIN.
Suspension of Service. If Perceptron is unable, for any reason, to charge the payment method provided for the Fees, Perceptron may, without limiting Perceptron’s other rights and remedies, suspend Customer’s and its Users’ access to the Perceptron Services until such amounts are paid in full.
Taxes. Fees are exclusive of all sales, use, value-added, goods and services, withholding, excise, and similar taxes, duties, levies, or governmental charges ("Taxes"), other than taxes based on Perceptron's net income, property, or payroll. Customer is responsible for all Taxes arising from or relating to Customer's purchase or use of the Perceptron Services. If Perceptron is required to collect or remit any Taxes for which Customer is responsible, Perceptron may invoice Customer for such Taxes, and Customer shall pay them unless Customer has provided a valid tax exemption certificate prior to invoicing. Customer shall comply with all applicable tax laws and shall reimburse and indemnify Perceptron for any Taxes, interest, penalties, or related costs incurred by Perceptron as a result of Customer's failure to satisfy its obligations under this Section. Customer's obligations under this Section shall survive expiration or termination of this Agreement.
REPRESENTATIONS AND WARRANTIES; DISCLAIMER.
Mutual Representations and Warranties. Each party represents, warrants and covenants that: (a) it has the full power and authority to enter into these Terms and to perform its obligations hereunder, without the need for any consents, approvals or immunities not yet obtained; and (b) its acceptance of and performance under these Terms shall not breach any oral or written agreement with any third party or any obligation owed by it to any third party to keep any information or materials in confidence or in trust.
Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION THE PERCEPTRON SERVICES, THIRD-PARTY OFFERINGS AND ANY NON-GA SERVICES ARE PROVIDED ON AN AS-IS BASIS. CUSTOMER’S USE OF THE PERCEPTRON SERVICE, THIRD-PARTY OFFERINGS AND NON-GA SERVICES IS AT ITS OWN RISK. PERCEPTRON DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS, STATUTORY AND IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, QUALITY, SUITABILITY, OPERABILITY, CONDITION, SYSTEM INTEGRATION, NON-INTERFERENCE, WORKMANSHIP, TRUTH, ACCURACY (OF DATA OR ANY OTHER INFORMATION OR CONTENT), ABSENCE OF DEFECTS, WHETHER LATENT OR PATENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE EXPRESS WARRANTIES MADE BY PERCEPTRON IN THIS SECTION ARE FOR THE BENEFIT OF THE CUSTOMER ONLY AND NOT FOR THE BENEFIT OF ANY THIRD PARTY. ANY SOFTWARE PROVIDED THROUGH THE PERCEPTRON SERVICES IS LICENSED AND NOT SOLD. NO WARRANTIES OF ANY KIND WHATSOEVER ARE MADE FOR CUSTOMER’S BENEFIT DURING THE SUBSCRIPTION TERM OF ANY EVALUATION LICENSE OR NON GA LICENSE.
NO AGENT OF PERCEPTRON IS AUTHORIZED TO ALTER OR EXPAND THE WARRANTIES OF PERCEPTRON AS SET FORTH HEREIN. PERCEPTRON DOES NOT WARRANT THAT: (A) THE USE OF THE PERCEPTRON SERVICES OR NON-GA SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE PERCEPTRON SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY INFORMATION OR OTHER MATERIAL OBTAINED BY CUSTOMER THROUGH THE PERCEPTRON SERVICES OR NON-GA SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (E) THE PERCEPTRON SERVICES AND NON-GA SERVICES WILL BE ERROR-FREE OR THAT ERRORS OR DEFECTS IN THE PERCEPTRON SERVICES AND NON-GA SERVICES WILL BE CORRECTED; OR (F) THE SERVER(S) THAT MAKE THE PERCEPTRON SERVICES AND NON-GA SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE PERCEPTRON SERVICES AND NON-GA SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. PERCEPTRON IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.
INDEMNIFICATION.
Perceptron Indemnity.
General. During the Enterprise Production License Term only, Perceptron, at its expense, shall defend Customer and their respective officers, directors and employees (the “Customer Indemnified Parties”) from and against all actions, proceedings, claims and demands by a third party (a “Third-Party Claim”) alleging that the Perceptron Services infringes any copyright or misappropriates any trade secret and shall pay all damages, costs and expenses, including attorneys’ fees and costs (whether by settlement or award of by a final judicial judgment) paid to the Third Party bringing any such Claim. Perceptron’s obligations under this Section are conditioned upon (i) Perceptron being promptly notified in writing of any claim under this Section, (ii) Perceptron having the sole and exclusive right to control the defense and settlement of the claim, and (iii) Customer in good standing (all amounts have been paid in accordance with the terms) providing all reasonable assistance (at Perceptron’s expense and reasonable request) in the defense of such claim. In no event shall Customer settle any claim without Perceptron’s prior written approval. Customer may, at its own expense, engage separate counsel to advise Customer regarding a Claim and to participate in the defense of the claim, subject to Perceptron’s right to control the defense and settlement.
Mitigation. If any claim which Perceptron is obligated to defend has occurred, or in Perceptron’s determination is likely to occur, Perceptron may, in its sole discretion and at its option and expense (a) obtain for Customer the right to use the Perceptron Services, (b) substitute a functionality equivalent, non-infringing replacement for such the Perceptron Services, (c) modify Perceptron Services to make it non-infringing and functionally equivalent, or (d) terminate these Terms and refund to Customer any prepaid amounts attributable the period of time between the date Customer was unable to use the Perceptron Services due to such claim and the remaining days in the then-current Subscription Term.
Exclusions. Notwithstanding anything to the contrary in these Terms, the foregoing obligations shall not apply with respect to a claim of infringement if such claim arises out of (i) Customer’s use of infringing Customer Data; (ii) use of the Perceptron Service in combination with any software, hardware, network or system not supplied by Perceptron where the alleged infringement relates to such combination, (iii) any modification or alteration of the Perceptron Service other than by Perceptron, (iv) Customer’s continued use of the Perceptron Service after Perceptron notifies Customer to discontinue use because of an infringement claim, (v) Customer’s violation of applicable law; (vi) derived from Third Party Offerings; and/or (vii) Customer System.
Sole Remedy. THE FOREGOING STATES THE ENTIRE LIABILITY OF PERCEPTRON WITH RESPECT TO THE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS BY THE PERCEPTRON SERVICE OR OTHERWISE, AND CUSTOMER HEREBY EXPRESSLY WAIVES ANY OTHER LIABILITIES OR OBLIGATIONS OF PERCEPTRON WITH RESPECT THERETO. FOR AVOIDANCE OF DOUBT, NO INDEMNITIES OF ANY KIND WHATSOEVER ARE MADE FOR CUSTOMER’S BENEFIT DURING THE SUBSCRIPTION TERM OF ANY EVALUATION LICENSE OR NON GA LICENSE.
b. Customer Indemnity. Customer (irrespective of license type) shall defend Perceptron and its licensors and their respective officers, directors and employees (“Perceptron Indemnified Parties”) from and against any and all third party Claims which arise out of or relate to: (a) a claim or threat that the Customer Data or Customer System (and the exercise by Perceptron of the rights granted herein with respect thereto) infringes, misappropriates or violates any third party’s Intellectual Property Rights; (b) Customer’s use or alleged use of the Perceptron Service other than as permitted under these Terms; (c) breach of any license restrictions or failure to comply with the acceptable use terms or (d) Customer’s failure to comply with applicable law.. Customer shall pay all damages, costs and expenses, including attorneys’ fees and costs (whether by settlement or award of by a final judicial judgment) paid to the Third Party bringing any such Third-Party Claim. Customer’s obligations under this Section are conditioned upon (x) Customer being promptly notified in writing of any claim under this Section, (y) Customer having the sole and exclusive right to control the defense and settlement of the claim, and (z) Perceptron providing all reasonable assistance (at Customer’s expense and reasonable request) in the defense of such claim. In no event shall Perceptron settle any claim without Customer’s prior written approval. Perceptron may, at its own expense, engage separate counsel to advise Perceptron regarding a Third-Party Claim and to participate in the defense of the claim, subject to Customer’s right to control the defense and settlement.
9. CONFIDENTIALITY.
Confidential Information. “Confidential Information” means any and all non-public technical and non-technical information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in any form or medium, whether oral, written, graphical or electronic, pursuant to these Terms, that is marked confidential and proprietary, or that the Disclosing Party identifies as confidential and proprietary, or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as confidential and proprietary information, including but not limited to: (a) techniques, sketches, drawings, models, inventions (whether or not patented or patentable), know-how, processes, apparatus, formulae, equipment, algorithms, software programs, software source documents, APIs, and other creative works (whether or not copyrighted or copyrightable); (b) information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising and marketing plans and information; (c) proprietary or confidential information of any third party who may disclose such information to Disclosing Party or Receiving Party in the course of Disclosing Party’s business; and (d) the terms of these Terms and any Order Form. Confidential Information of Perceptron shall include the Perceptron Service, the documentation, the pricing, and the terms and conditions of this agreement. Confidential Information also includes all summaries and abstracts of Confidential Information.
Non-Disclosure. Each party acknowledges that in the course of the performance of these Terms, it may obtain the Confidential Information of the other party. The Receiving Party shall, at all times, both during the Term and thereafter, keep in confidence and trust all of the Disclosing Party’s Confidential Information received by it. The Receiving Party shall not use the Confidential Information of the Disclosing Party other than as necessary to fulfill the Receiving Party’s obligations or to exercise the Receiving Party’s rights under these Terms. Each party agrees to secure and protect the other party’s Confidential Information with the same degree of care and in a manner consistent with the maintenance of such party’s own Confidential Information (but in no event less than reasonable care), and to take appropriate action by instruction or agreement with its employees or other agents who are permitted access to the other party’s Confidential Information to satisfy its obligations under this Section. The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any person or entity other than its officers, employees and agents who need access to such Confidential Information in order to effect the intent of these Terms and who are subject to confidentiality obligations at least as stringent as the obligations set forth in these Terms.
Exceptions to Confidential Information. The obligations set forth in this Section, (Non-Disclosure) shall not apply to the extent that Confidential Information includes information which: (a) was known by the Receiving Party prior to receipt from the Disclosing Party either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) was developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of these Terms or any obligation of confidentiality by the Receiving Party. Nothing in these Terms shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall (x) assert the confidential nature of the Confidential Information to the agency; (y) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (z) cooperate fully with the Disclosing Party in protecting against any such disclosure and in obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.
Injunctive Relief. The Parties agree that any unauthorized disclosure of Confidential Information may cause immediate and irreparable injury to the Disclosing Party and that, in the event of such breach, the Receiving Party will be entitled, in addition to any other available remedies, to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages.
PROPRIETARY RIGHTS.
Perceptron Services. As between Perceptron and Customer, Perceptron owns and retains all right, title, and interest in and to the Perceptron Services, any Perceptron materials furnished or made available under these Terms, and all modifications, enhancements, updates, improvements, and derivative works of the foregoing. This ownership includes all copyrights, patents, trade secrets, and other Intellectual Property Rights in the foregoing. Perceptron’s licensors and providers retain any rights they may have in their respective materials.
Ownership rights on “Outputs.” For avoidance of doubt as between the parties under Enterprise Production License, the Customer shall own Outputs, defined as responses generated by Perceptron Services to the Customer Inputs supplied by the Client. Notwithstanding the foregoing, the Customer expressly shall not use such “Outputs” in conflict with the use restrictions detailed in their License or these Terms of Use including for purposes of training competing AI models.
Feedback. Customer may from time to time provide suggestions, ideas, comments, feedback, or other information regarding the Perceptron Services, including feedback relating to functionality, performance, bugs, errors, deficiencies, or possible improvements (“Feedback”). Customer hereby irrevocably assigns to Perceptron all right, title, and interest in and to such Feedback, including all Intellectual Property Rights therein. If Customer’s Subscription Term is for an Evaluation License or similar beta License, Customer shall provide Perceptron with written Feedback regarding Customer’s use of the Perceptron Services at least once every thirty (30) days, or more frequently if specified in the applicable Order Form. Customer shall also promptly respond to Perceptron’s reasonable questions regarding such Feedback or Customer’s use of the Perceptron Services.
Customer Data. As between Perceptron and Customer, Customer owns and retains all right, title, and interest in and to (a) the Customer Data, (b) any other information, data, content, or materials submitted, uploaded, transmitted, or otherwise provided by Customer through the Perceptron Services (“Customer Inputs”) and (c) all Intellectual Property Rights in the foregoing. Customer grants Perceptron a non-exclusive, worldwide, royalty-free license to access, use, reproduce, process, transmit, display, and otherwise use the Customer Data and Customer Inputs solely as necessary to provide, maintain, support, secure, and improve the Perceptron Services and to perform Perceptron's obligations under these Terms. Customer grants Perceptron a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, analyze, and incorporate Customer Data and Customer Inputs into Aggregated Statistics (as defined in below) and to use, distribute, and disclose such Aggregated Statistics in accordance with these Terms, provided that such Aggregated Statistics do not identify Customer or any individual.
Customer Responsibility. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and rights to use of all Customer Data and Other Information. Customer represents and warrants that it has obtained all rights, consents, permissions, and authorizations necessary for Perceptron to access, use, process, and otherwise handle Customer Data as contemplated by these Terms.
Aggregated Statistics; Artificial Intelligence and Machine Learning.
Notwithstanding anything to the contrary in these Terms, Perceptron may monitor Customer's use of the Services and collect, use, analyze, and process Customer Data, Customer Inputs, and other information relating to such use in an aggregated, de-identified, and anonymous form to create statistical, analytical, benchmarking, operational, and performance information relating to the provision, operation, and improvement of the Perceptron Services ("Aggregated Statistics").
As between Perceptron and Customer, Perceptron owns all right, title, and interest in and to the Aggregated Statistics, including all Intellectual Property Rights therein. Customer acknowledges that Aggregated Statistics may be derived from Customer Data, Customer Inputs, and information provided by other customers. Perceptron may use, publish, disclose, distribute, and otherwise exploit Aggregated Statistics for any lawful purpose, including product improvement, analytics, benchmarking, research, marketing, and compliance purposes, provided that Aggregated Statistics do not identify Customer, any individual, or Customer's Confidential Information.
Customer acknowledges that the Perceptron Services incorporate artificial intelligence and machine learning technologies (collectively, "AI").
For Customers using a Consumer Use License, Customer grants Perceptron a perpetual, irrevocable, worldwide, royalty-free license to use Customer Data and Customer Inputs to develop, train, test, validate, improve, and operate the AI and the Perceptron Services.
For Customers using an Enterprise Evaluation License or Enterprise Production License, Perceptron shall not use Customer Data or Customer Inputs to train foundation models or customer-facing AI models without Customer's prior consent. Notwithstanding the foregoing, Perceptron may use Customer Data and Customer Inputs to provide the Services, generate Outputs, monitor and verify Customer's compliance with these Terms and applicable usage restrictions, maintain security, prevent fraud, detect abuse or misuse of the Services, troubleshoot issues, comply with applicable law, and create Aggregated Statistics as permitted under these Terms. Any use of Customer Data or Customer Inputs for compliance monitoring, security, fraud prevention, abuse detection, troubleshooting, legal compliance, or operational support shall not be deemed training of foundation models or customer-facing AI models.
Customer acknowledges that no rights in the AI, machine learning models, algorithms, model weights, training methodologies, improvements, or other Perceptron technology are transferred to Customer under these Terms. Except for the limited rights expressly granted herein, Perceptron retains all right, title, and interest in and to the AI and all related Intellectual Property Rights.
Perceptron Developments. All inventions, works of authorship and developments conceived, created, written, or generated by or on behalf of Perceptron, whether solely or jointly (“Perceptron Developments”) and all Intellectual Property Rights therein, shall be the sole and exclusive property of Perceptron. Customer agrees that, except for Customer Confidential Information, to the extent that the ownership of any contribution by Customer or its employees to the creation of the Perceptron Developments is not, by operation of law or otherwise, vested in Perceptron, Customer hereby assigns and agrees to assign to Perceptron all right, title and interest in and to such Perceptron Developments, including without limitation all the Intellectual Property Rights therein, without the necessity of any further consideration.
Further Assurances. To the extent any of the rights, title and interest in and to Feedback or Perceptron Developments or Intellectual Property Rights therein cannot be assigned by Customer to Perceptron, Customer hereby grants to Perceptron an exclusive, royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to fully use, practice and exploit those non-assignable rights, title and interest. If the foregoing assignment and license are not enforceable, Customer agrees to waive and never assert against Perceptron those non-assignable and non-licensable rights, title and interest. Customer agrees to execute any documents or take any actions as may reasonably be necessary, or as Perceptron may reasonably request, to perfect ownership of the Feedback and Perceptron Developments. If Customer is unable or unwilling to execute any such document or take any such action, Perceptron may execute such document and take such action on Customer’s behalf as Customer’s agent and attorney-in-fact. The foregoing appointment is deemed a power coupled with an interest and is irrevocable.
LIMITATION OF LIABILITY.
No Consequential Damages. NEITHER PERCEPTRON NOR ITS LICENSORS OR SUPPLIERS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, EVEN IF PERCEPTRON OR ITS LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF THE LICENSING, PROVISION OR USE OF THE PERCEPTRON SERVICE OR THE RESULTS THEREOF. PERCEPTRON WILL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.
Limits on Liability. NEITHER PERCEPTRON NOR ITS LICENSORS OR SUPPLIERS SHALL BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN AN AMOUNT EQUAL TO THE LESSER OF (a) THE AMOUNTS PAID BY CUSTOMER TO PERCEPTRON UNDER THESE TERMS DURING THE PERIOD OF SIX (6) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED, AND (b) THE AMOUNT OF FEES PAID BY CUSTOMER IN A SINGLE SUBSCRIPTION TERM.
Essential Purpose. CUSTOMER ACKNOWLEDGES THAT THE TERMS IN THIS SECTION(LIMITATION OF LIABILITY) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE.
TERM AND TERMINATION.
Term. These Terms commence on the Effective Date and continues until the expiration or termination of all Subscription Term(s), unless earlier terminated as provided in these Terms. Except as otherwise specified in the applicable Order Form, Subscription Terms (other than for Evaluation Licenses) for all Users shall automatically renew for additional periods equal to the expiring Subscription Term unless one party gives the other written notice of non-renewal at least thirty (30) days prior to the expiration of the then current Subscription Term. The per-unit pricing during any automatic renewal term shall be the same as that during the immediately prior term unless Perceptron has given Customer written notice of a pricing increase at least sixty (60) days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter; provided however that no such pricing increase shall occur until after expiration of the then current Subscription Term. Evaluation Licenses will terminate at the end of their respective Subscription Term unless the parties enter into an Order Form for a new Subscription Term.
Termination for Cause. A Enterprise Production License Subscriber,may terminate these Terms (and all Subscription Term(s)) upon written notice to the other party in the event the other party (a) files a petition for bankruptcy or has a petition for bankruptcy filed against it that is not dismissed within sixty (60) days after filing or admits its inability to pay its debts as they mature, makes an assignment for the benefit of its creditors or ceases to function as a going concern or to conduct its operations in the normal course of business and such termination shall occur immediately upon notice; or (b) commits a material breach of any provision of these Terms and does not remedy such breach within thirty (30) days after receipt of notice from the other party or such other period as the parties may agree. Upon any termination for cause by Customer, Perceptron shall refund Customer any prepaid fees for the remainder of the terminated Subscription Terms after the effective termination date. Upon any termination for cause by Perceptron, Customer shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve Customer of the obligation to pay any fees payable to Perceptron for the period prior to the effective date of termination.
Termination for Convenience. Perceptron shall have the right to terminate any Subscription Term for convenience on at least fifteen (15) days prior written notice to Customer. If Perceptron exercises such termination right, Perceptron shall refund to customer the amount of any pre-paid fees for the terminated Subscription Term.
Effects of Termination. Upon expiration or termination of these Terms, (a) Customer’s use of and access to the Perceptron Service shall cease; (b) all Order Forms and Statements of Work shall terminate; and (c) all fees and other amounts owed to Perceptron shall be immediately due and payable by Customer. Perceptron shall have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control. In addition, within ten (10) days of the effective date of termination each Receiving Party shall: (a) return to the Disclosing Party, or at the Disclosing Party’s option, the Receiving Party shall destroy, all items of Confidential Information (other than the Customer Data) then in the Receiving Party’s possession or control, including any copies, extracts or portions thereof, and (b) upon request shall certify in writing to Disclosing Party that it has complied with the foregoing.
MISCELLANEOUS.
Notices. All notices under these Terms must be in writing and may be provided by email or through the Services. Notices are effective upon receipt or, if sent electronically, upon transmission unless the sender receives notice of delivery failure. All notices and communications under these Terms must be in English.
Survival. Any provisions of these Terms that by their nature should survive expiration or termination of these Terms shall survive, including without limitation provisions relating to payment obligations, intellectual property rights, confidentiality, disclaimers, limitations of liability, indemnification, dispute resolution, and any accrued rights or remedies.
Governing Law. These Terms and any dispute arising out of or relating to these Terms or the Perceptron Services shall be governed by the laws of the State of Washington, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Computer Information Transactions Act (UCITA), to the extent enacted in any jurisdiction, do not apply.
Any dispute arising out of or relating to these Terms shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted before a single arbitrator in King County, Washington, in the English language. The arbitrator may award any remedy available at law or in equity, except punitive or exemplary damages to the extent prohibited by applicable law. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
The parties shall maintain the confidentiality of the arbitration proceeding, all materials submitted in connection therewith, and any award issued by the arbitrator, except as necessary to enforce an award, comply with applicable law, or protect a legal right.
Notwithstanding the foregoing, either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in any state or federal court located in King County, Washington to protect its intellectual property, confidential information, or other proprietary rights, or to preserve the status quo pending arbitration. Each party irrevocably submits to the exclusive jurisdiction of such courts for such purposes.
EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION.
Publicity. Perceptron has the right to reference and use Customer’s name and trademarks and disclose the nature of the Perceptron Services provided hereunder in each case in Perceptron business development and marketing efforts, including without limitation Perceptron’s web site. If you hold a Enterprise Production License, we will see approval in writing (which shall not be unreasonably withheld).
No assignment. Customer may not assign, transfer, delegate, or otherwise convey any of its rights or obligations under these Terms, whether by operation of law, merger, acquisition, sale of assets, change of control, or otherwise, without Perceptron's prior written consent. Any attempted assignment or transfer in violation of this Section shall be null and void. Perceptron may assign these Terms, in whole or in part, without Customer's consent in connection with a merger, acquisition, corporate reorganization, sale of assets, or other business transfer. These Terms are binding upon and shall inure to the benefit of the parties and their respective permitted successors and assigns.
No modification. Except as otherwise expressly provided herein, any amendment, modification, or supplement to these Terms must be in writing and signed by both parties. No waiver of any provision of these Terms shall be effective unless made in writing and signed by the party against whom the waiver is asserted. No failure or delay in exercising any right, remedy, power, or privilege under these Terms shall operate as a waiver thereof.
Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect.
Independent Parties. The parties are independent contractors. Nothing in these Terms creates any agency, partnership, joint venture, fiduciary relationship, or employment relationship between the parties.
Entire Agreement. These Terms, together with all applicable Order Forms, Statements of Work, and documents expressly incorporated by reference, constitute the complete and exclusive agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous proposals, negotiations, understandings, representations, and agreements, whether written or oral.
Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than Customer's payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental actions, interruptions in telecommunications or internet services, utility failures, cyberattacks by third parties, epidemics, pandemics, fire, flood, earthquake, or other similar events. The affected party shall use commercially reasonable efforts to mitigate the effects of such event and resume performance as soon as reasonably practicable.
Electronic Acceptance. The parties agree that electronic signatures, electronic records, and electronic acceptance of these Terms shall have the same force and effect as original signatures and paper records.