Subscription Agreement - Terms and Conditions

These Subscription Agreement terms and conditions (Terms) govern the provision of the Subscription Services. This is an agreement between the applicable Squiz Contracting Party specified in Section 12.2 below (Squiz ,we or us) and the customer purchasing the Subscription Services set out in the Order (Customer or you) and incorporates the terms of any Order (Agreement). This Agreement incorporates all Orders entered into by the parties, the Documentation and any other document that this Agreement states form part of this Agreement.

1. SUBSCRIPTION SERVICES

1.1 Provision of Subscription Services. Squiz will make the Subscription Services available to the Customer pursuant to these Terms, during the Subscription Period, solely for the Customer’s business purposes. Squiz may modify the systems and environment used to provide the Subscription Services to reflect changes in technology, industry practices and patterns of system use and update the Documentation accordingly, provided that it does not materially degrade the functionality of the Subscription Services. Updates and upgrades to the Subscriptions Service will be performed automatically and may occur without prior notice (this may not apply to Squiz Cloud and on-premise customers). Subsequent updates and upgrades to the Subscription Services made generally available to all subscribing Customers will be made available to the Customer at no additional charge (charges may apply for Squiz Cloud and on-premise customers); however, we make no commitment about the availability of any future updates, upgrades or enhancements. New features, functionality or enhancements to the Subscription Services may be made available to the Customer and marketed separately by Squiz and may require the payment of additional fees. Squiz will determine, in its sole discretion, whether access to such new features, functionality or enhancements will require an additional fee.

1.2 Customer Care (formerly referred to as Support). Squiz will provide Customer Care for the Customer’s Subscription Services. The terms applicable to the provision of Customer Care will be specified in the Order (either Customer Care Agreement, Managed Services & Support Agreement or  Support Agreement) Squiz will use reasonable endeavours to meet or exceed any applicable Service Levels. If Squiz fails to meet a Service Level, the consequences (if any) set out in the applicable agreement will apply. Customer Care may be provided by Personnel of a Squiz Affiliate located overseas, especially if required outside of normal business hours. Squiz Affiliate Personnel are bound by the same provisions in this agreement that relate to privacy, security and confidentiality.

1.3 Uptime: The Uptime policy sets out the service levels Squiz offers in relation to the Squiz SaaS DXP.

1.4 Trial Services and pre-release. Squiz may designate particular Subscription Services as being offered on a “trial,” “evaluation,” “not for resale,” or another similar basis. Notwithstanding any other provision of these Terms, the Customer may only use such Subscription Services for the particular period and purposes as determined by Squiz, and not for any business purposes (use will be subject to Squiz’s standard rates). Squiz may designate a particular Subscription Service as being offered on a “pre-release”, “beta” or similar basis. Such a Subscription Service does not represent the final product and may contain bugs that may cause system or other failure and data loss. Squiz may choose not to release a production version of such a Subscription Service. The Customer must promptly cease using such Subscription Service and destroy all copies of it if Squiz requests the Customer to do so, or if Squiz releases a production version of such Subscription Service.

1.5 Hosting: The Subscription Services are hosted on a platform provided by a third party. Squiz may change the third-party platform hosting provider provided that the change does not diminish the functionality or interrupt the provision of the Subscription Services.

1.6 Third-party services. You may choose to integrate third-party services into the Subscription Services. Your use of those third-party services and related third-party content is subject to separate terms and conditions between you and the relevant third-party service provider. Squiz is not responsible for any third-party services or third-party content that you choose to use and may access through the Subscription Service. Squiz will use third-party providers at its discretion, acting reasonably.

1.7 Artificial Intelligence (AI)

1.7.1 If you have opted to use AI within your Subscription Services, the following terms apply.
The Customer’s use of AI is contingent on its compliance with the Anthropic on Bedrock Terms of Service, which are available here.

1.7.2 Squiz will ensure that the use of AI in the Subscription Services is subject to applicable data governance and management practices related to privacy, confidentiality, data integrity, data security, and responsible handling of personal information.

1.7.3 Squiz is not liable for the accuracy, disclosure, or use of information the Customer makes available to AI tools (this includes generative AI such as large language models (LLM) and recommendations based on personalisation) within your Subscription Service, provided that Squiz has complied with the agreed-upon tools to configure permissions within the Customer’s platform. The parties may agree to amend the configuration permissions.

1.7.4 Squiz will never train models on Customer Data.

1.7.5 The Customer shall actively cooperate with Squiz to resolve any problems that occur in relation to its access to or use of AI, including, without limitation, providing any information and assistance that Squiz may reasonably require.


1.8 Data Backup: Unless specifically stated in an Order, the Subscription Services do not include data storage or archiving services. Squiz will back up hosted data every 24 hours and store the backed-up data for 30 days after which time it is deleted. The purpose of Squiz backing up data is for disaster recovery (if needed), not archival purposes. The Customer is solely responsible and liable for backup of its data for archival purposes  Squiz may charge for disaster recovery unless the need for disaster recovery was caused by Squiz.

1.9 Future availability of Subscription Services. Subject to the terms of an Order, where the Customer purchases particular Subscription Services for a specified term, Squiz commits to providing those Subscription Services for that term. Squiz does not provide any commitment regarding the future availability of any Subscription Services beyond the specified term, or that it will enter into any particular Order with the Customer.

1.10 Exclusion. The Subscription Service does not include any services related to the following (i) the correction of errors caused by, arising from or in connection with (a) the Customer’s negligence, misuse or malpractice; or (b) the Customer’s incorrect data entry, except where it can be shown that such incorrect data resulted from an error in validation routines which in normal circumstances would have prevented such erroneous data; or (c) an external system, network problem, third party software, inadequate hardware or issues relating to hardware; (ii) hardware maintenance, excluding hardware that Squiz owns and operates; (iii) the Customer’s scheduled downtime, or downtime otherwise caused by the Customer; or (iv) any other exclusion set out in the Order or Documentation, however, Squiz may agree to perform any of these services for the Customer, for an additional fee.

2. SECURITY AND DATA PRIVACY

2.1 Security and Internal Controls. In accordance with Squiz’s Security Annex incorporated herein by reference, Squiz shall (i) maintain a security framework according to internationally recognized standards and practices safeguarding the Subscription Service and Customer Data; and (ii) ensure that its Personnel and Affiliates access and use the Customer Data solely to perform its obligations in accordance with these Terms. During the Subscription Period, Squiz will not diminish the protections contained in the Security Annex current for the Subscription Period.

2.2. In order to investigate and resolve incidents, Squiz monitors the use of the Services including tracking and retaining user logins and activity which is not anonymized.

2.3 Data Privacy. In performing the Subscription Services, Squiz will comply with the Squiz Privacy Policy incorporated herein by reference. The Squiz Privacy Policy is subject to change at the discretion of Squiz, however, any changes will not result in a material reduction in the level of protection provided for the Customer Data during the Subscription Period. Where the Customer’s use of the Subscription Services includes the processing of the Customer Data by Squiz which is subject to the General Data Protection Regulation (EU) 2016/679, such data processing by Squiz as a data processor will comply with the requirements of the aforementioned regulation and the parties will comply with the Squiz Data Processing Agreement. Squiz shall process personal data on behalf of and in accordance with the Customer’s instructions consistent with these Terms, the Squiz Data Processing Agreement and as necessary to provide the Subscription Service.

2.4 Data Center Region. The Customer may select the Data Center Region from those available for the applicable Subscription Services by making the appropriate nomination on the Order. Squiz will not move the selected Data Center Region without the Customer’s written consent or unless required to comply with the law or requests of a governmental or regulatory body (including subpoenas or court orders). The Customer consents to Squiz’s storage of the Customer Data in, and transfer of the Customer Data into, the Data Center Region the Customer selects.

2.5 Compliance with Law. Squiz will comply with all laws applicable to the provision of the Subscription Services, including applicable security breach notification laws, but not including any laws applicable to the Customer’s industry that are not applicable to information technology services providers generally.

3. YOUR OBLIGATIONS

3.1 . Responsibilities. The Customer shall (i) access and use the Subscription Services in accordance with these Terms, applicable laws and government regulations and Squiz’s Acceptable Use Policy which is incorporated herein by reference, (ii) provide us with all reasonable assistance and cooperation to provide the Subscription Service, including as may be set out in these Terms (iii) use reasonable efforts to prevent unauthorized access to or use of the Subscription Service, (iv) notify Squiz immediately of any such or suspected unauthorized access or use and agree to investigate the incident pursuant to a plan agreed by the parties, (v) take reasonable steps necessary to ensure the security and compliance of the Customer Applications and (vi) cooperate with Squiz performing an audit to confirm compliance with these Terms.

3.2 Customer’s users. The Customer may allow its Personnel to access and use the Subscription Services. The Customer is responsible for the access and use of the Subscription Services by its Personnel and must ensure that they comply with these Terms including the Acceptable Use Policy. The Customer is also responsible for any access or use of the Subscription Services by any person using the Customer’s access credentials or Customer Applications, and the acts and omissions of any such people will be treated as having been carried out by the Customer.

3.3. Customer testing. The Customer will provide Squiz at least 14 days written notice of any penetration testing, vulnerability testing/scanning or testing to identify security risks on the Subscription Service.

3.4 Customer Data. The Customer is solely responsible for the Customer Data, including (i) ensuring its accuracy, completeness, quality, integrity and reliability; (ii) defining and implementing appropriate security and access controls in the Subscription Services (and if the Customer does not do so, the Subscription Services may default to the least permissive setting); (iii) ensuring that the Customer’s users know how to use and disclose Customer Data to others;(vi) obtaining necessary consents to use and store the Customer Data within the Services; and (v) obtaining all rights necessary to allow Squiz to use the Customer Data to provide the Services. Squiz recommends that the Customer backs up its Customer Data elsewhere (that is, outside of the Subscription Services).

3.5 Personal Identifiable Information (PII): The Subscription Services are accessed via a secure platform, allowing the Customer to process and store PII and adhere to privacy laws such as UK and EU GDPR, Privacy Act (1988) (Australia), Privacy Act 2020 (New Zealand) and US privacy legislation and regulations including the California Consumer Privacy Act (CCPA). Squiz is the data processor of customer PII by providing the technology platform that allows the Customer to process and store its data. By using the Subscription Services to process and store PII, the Customer remains responsible for all information management requirements as required by applicable privacy laws.

3.6 Sensitive Personal Information and  PCI data. The Customer understands and accepts that Squiz is not HIPAA nor PCI DSS accredited and the Subscription Service may not provide legally required security or other protections for Sensitive Personal Information or payment card data. Therefore, notwithstanding anything to the contrary in this Agreement, Squiz will have no responsibility or liability for any Sensitive Personal Information or payment card data that you or your Personnel or those under your control or direction or acting on your behalf may voluntarily choose to input into the Subscription Services or otherwise provide to us in connection with the Subscription Services or our performance under this Agreement.

3.7 Restrictions. The Customer shall not or permit another person or entity to (i) license, sublicense, sell, resell, rent, lease, transfer, distribute or otherwise similarly exploit the Subscription Services; (ii) except as authorized by Squiz in writing, use or permit others to use any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Subscription Services; (iii) copy, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Subscription Services or any part thereof or otherwise attempt to discover any source code or algorithm or modify the Subscription Services; (iv) undertake any benchmark or performance tests of the Subscription Services; (v) provide any third party with access to or the ability to use the Subscription Services, except as expressly permitted under these Terms.

3.8 Acceptable Use. The Customer must not use the Subscription Services to (i) store or transmit any malicious code or malware; (ii) harm, threaten, abuse, impersonate, menace or harass any person, or misrepresent the Customer’s relationship with any person; (iii) publish any material that is false, defamatory, offensive, obscene or incites illegal activity; (iv) engage in chain letters, junk mails, pyramid schemes, phishing, spamming, or other unsolicited messages; (v) violate or infringe the privacy or intellectual property of any person; or (vi) otherwise breach any laws.

4. FEES AND PAYMENT

4.1 The Customer shall pay all fees specified in each Order or applicable tax invoice and any additional fees if the Customer exceeds the allotted capacity or other applicable limits specified in the Order. Except as otherwise specified (i) fees are payable in the local currency of the Squiz Contracting Party (ii) fees are based on Subscription Services and Support Services specified in the relevant Order; and (iii) payment obligations are non-cancellable and fees paid are non-refundable. Squiz will provide the Customer with reasonably detailed tax invoices. All amounts payable by the Customer pursuant to these Terms must be made without setoff or counterclaim and without any deduction or withholding.

4.2 Invoicing and Payment. Fees for Services specified in an Order will be invoiced annually in advance. Except as otherwise stated in the applicable Order, the Customer agrees to pay all invoiced amounts within 30 days of the invoice date. If the Customer fails to pay any amounts due under an Order or these Terms by the due date, in addition to any other rights or remedies it may have under these Terms or at law, Squiz reserves the right to suspend the Services upon 7 days notice, until such amounts are paid in full.

4.3 Taxes. Fees for Services exclude all sales, value-added, goods and services, and other taxes and duties imposed with respect to the sale, supply, delivery, or use of any product or Services under these Terms. Unless the Customer provides a valid, signed certificate or letter of exemption for each respective jurisdiction of its tax-exempt status, the Customer is responsible for payment of all taxes, levies, duties, and assessments, including but not limited to value-added, goods and services, sales, use or withholding taxes, assessed or collected by any governmental body (collectively, Taxes) arising in connection with these Terms, except any taxes assessed on Squiz’s net income. If Squiz is required to directly pay or collect Taxes related to the Customer’s use or receipt of the Services hereunder, the Customer agrees to promptly reimburse Squiz for any amounts paid by Squiz.

4.4 Fees For Exceeding Consumption Metrics

4.4.1 If your use of the Subscription Services exceeds the annual consumption limits for one or more consumption Usage Metric stated in the Order you will be invoiced by Squiz. Squiz will determine the frequency of invoicing excess consumption. Squiz can enforce its right to invoice for excess consumption up to 12 months after the excession. Excess consumption will be invoiced using the Overage rates stated in the Order. Squiz will invoice overages at a minimum quantity of 1,000 units for Page views and Indexed documents, and 1 unit for Storage and Data Transfer.

4.4.2 You may request to change to a higher consumption limit at any time during the Subscription Period. If you increase your consumption limit during the Subscription Period, unless otherwise agreed, your renewal will be invoiced on the higher consumption limit.

4.4.3 During the Subscription Period, the annual consumption limits cannot be lowered below the level stated in the Order, subsequent Order, or tax invoice.

4.4.4 Any unused allocated consumption limits will be forfeited at the end of the Subscription Period.

4.4.5 Your Subscription Period may not be renewed if overages have not been paid by the commencement of the renewal period. Squiz may suspend or terminate the Subscription Services due to a failure to pay invoices related to excess consumption.

4.5 Changes in Fees. Unless otherwise agreed, Squiz may change the pricing for Subscription Services for renewal of the Subscription Period.

5. PROPRIETARY RIGHTS

5.1 Squiz Materials. Except for the rights expressly granted under these Terms, Squiz and its licensors retain all rights, title and interests in and to Squiz Materials, including all related intellectual property rights therein. Squiz reserves all rights in and to the Squiz Materials not expressly granted to the Customer pursuant to these Terms. The Customer will not delete or in any manner alter the copyright, trademark and other proprietary notices of Squiz. For the avoidance of doubt, Squiz retains ownership of the Services and Documentation (including all Intellectual Property Rights therein, and any modification or derivative works of the foregoing). Squiz grants the Customer a right to access the Subscription Services solely for the Customer’s internal business purposes during the Subscription Term.

5.2 Customer Data and Customer Applications. The Customer retains ownership of the Customer Data (including any Intellectual Property Rights in the Customer Data). The Customer grants Squiz the right to use the Customer Data to provide the Services. This includes the right to use, reproduce, distribute, modify (so as to better showcase the Customer Data, for example), and translate to provide the Services to the Customer and the Customer’s users and to improve the Services.

5.3 Feedback. The Customer is not obliged to provide Squiz with any ideas, suggestions or proposals (Feedback) regarding any products or Services. However, if the Customer does so, then the Customer agrees that Squiz may use and disclose that Feedback, which may include commercializing that Feedback (for example, by improving or developing products or services).

5.4 Anonymized Information. Squiz may collect data about the Customer’s use of the Services and may (i) compile statistical and other information related to the performance, operation, and use of the Services, and (ii) use, and share data from the Services environment in an aggregated form (which may be aggregated by sector, industry or customer size) for security and operations management, to create statistical analyses, benchmarking, marketing, and for research and development purposes (clauses i and ii are collectively referred to as Service Analyses). All data collected, used, and disclosed will be in aggregated form and will not identify the Customer or its users.

5.5 Squiz retains all Intellectual Property Rights in Service Analyses.

6. CONFIDENTIALITY

6.1 Restrictions on use and disclosure. The Receiving Party may only use the Confidential Information of the Disclosing Party for the purposes of performing its obligations and exercising its rights under these Terms. Subject to section 6.2, the Receiving Party must keep the Disclosing Party’s Confidential Information confidential.

6.2 Exceptions. The Receiving Party may disclose the Confidential Information of the Disclosing Party (a) to its Personnel, Affiliates and Professional Advisers who need to know such information, provided that the Receiving Party ensures that those Personnel, Affiliates and Professional Advisers keep such Confidential Information confidential in accordance with this Section 6; (b) to the extent required by Law or (c) with the prior written consent of the Disclosing Party.

6.3 Protection of Confidential Information. The Receiving Party must take reasonable steps to protect the Confidential Information of the Disclosing Party against unauthorized use or disclosure, and in any event, must take steps at least as stringent as those used by the Receiving Party to protect its own Confidential Information.

6.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by applicable law, regulation or legal process, provided that the Receiving Party (i) provides prompt written notice to the extent legally permitted, (ii) provides reasonable assistance, at the Disclosing Party's cost, in the event the Disclosing Party wishes to oppose the disclosure, and (iii) limits disclosure to that required by law, regulation or legal process.

6.5 Return of Confidential Information. Upon termination or expiration of these Terms and upon request, the Receiving Party must immediately return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control.

6.6 The Receiving Party may retain appropriately secured Confidential Information if it is necessary to retain it:  (i) for technical and archival reasons (e.g. backups and archives of e-mail) or (ii) to safeguard the interests of the parties (fulfilment of legal and regulatory obligations, audit, litigation, pursuing claims against the other Party).

6.7 Right to injunctive relief. The Receiving Party acknowledges that monetary damages may not be a sufficient remedy for a breach of its obligations under this section 6 and that the Disclosing Party will be entitled, without waiving any of its other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction if any such breach occurs.

7. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

7.1 Squiz Representations & Warranties. Squiz represents and warrants (i) the Subscription Services will materially conform with the relevant Documentation and (ii) the functionality and security of the Subscription Services will not be materially decreased during the Subscription Period.

7.2 Remedies. If there is a breach of a warranty, the liability of Squiz and the Customer’s sole and exclusive remedy shall be for Squiz, in the case of a breach of the warranty set forth in Section 7.1 (i) and (ii), to use commercially reasonable efforts to correct such failure. If the foregoing remedy is not commercially practicable, Squiz may, in its sole discretion, terminate the applicable Order upon providing the Customer with written notice thereof, and, as the Customer’s sole and exclusive remedy, refund to the Customer (a) in the case of breach of the warranty set forth in Section 7.1(i) or (ii), any Subscription Services fees paid by the Customer with respect to the unexpired portion of the current Subscription Period for the non-conforming Subscription Services.

7.3 Customer Representations & Warranties. The Customer represents and warrants that (i) it has the legal authority to accept and be bound by these Terms, and (ii) it will use the Services in accordance with these Terms and in compliance with all applicable laws, rules and regulations.

7.4 Disclaimer. EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS AND THE CUSTOMER’S USE OF THE SOFTWARE IS AT ITS OWN RISK.  SQUIZ MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, ORAL OR WRITTEN, STATUTORY OR OTHERWISE, AND SQUIZ HEREBY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY WARRANTY WITH RESPECT TO THE QUALITY, PERFORMANCE, ACCURACY OR FUNCTIONALITY OF THE SERVICES OR THAT THE SERVICES ARE OR WILL BE ERROR-FREE OR WILL ACCOMPLISH ANY PARTICULAR RESULT. NOTHING IN THESE TERMS EXCLUDES, RESTRICTS OR MODIFIES ANY RIGHT OR REMEDY, OR GUARANTEE, WARRANTY OR OTHER TERM OR CONDITION, IMPLIED OR IMPOSED BY ANY LEGISLATION WHICH CANNOT LAWFULLY BE EXCLUDED OR LIMITED.

8. INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS

8.1 Upon notification of a claim arising from alleged infringement or misappropriation of the Intellectual Property Rights of a third party, Squiz will take steps to defend such claim provided that the Customer gives Squiz sole control of the defense and any settlement. In addition to the aforementioned and in Squiz’s sole discretion and at no cost to the Customer, Squiz may (i) modify the Subscription Services so that they no longer infringe or misappropriate, without breaching Squiz’s warranties hereunder, (ii) obtain on the Customer’s behalf a right to use the Subscription Services in accordance with these Terms, or (iii) terminate the Customer’s subscription/s for such Subscription Services and refund to the Customer any prepaid fees covering the remainder of the term of such Subscription Period after the effective date of termination. Notwithstanding the foregoing, Squiz shall have no obligation to indemnify, defend, or hold the Customer harmless from any Claim against the Customer or to the extent any claim arises from (i) the Customer Data or the Customer Applications, (ii) use by the Customer after notice by Squiz to discontinue use of all or a portion of the Subscription Services, (iii) use of Subscription Services by the Customer in combination with equipment or software not supplied by Squiz where the Subscription Service itself would not be infringing, (iv) or the Customer’s breach of these Terms.

9. INDEMNIFICATION BY CUSTOMER

9.1 The Customer shall indemnify, defend and hold Squiz harmless from and against any judgments, settlements, costs and fees reasonably incurred (including reasonable attorney’s fees) resulting from any claim, demand, suit or proceeding made or brought against Squiz or its Affiliate by a third party alleging that the Customer Data or the Customer Application violates applicable law or a third party’s rights (a Claim Against Squiz); provided that Squiz (a) promptly gives the Customer written notice of the Claim Against Squiz; (b) gives the Customer sole control of the defense and settlement of the Claim Against Squiz (provided that the Customer may not settle any Claim Against Squiz unless the settlement unconditionally releases Squiz of all liability); and (c) provides to the Customer all reasonable assistance, at the Customer’s expense.

10. LIMITATION OF LIABILITY

10.1 Limitation of Liability. OTHER THAN THE CUSTOMER’S OBLIGATION SET FORTH IN SECTION 9 ( INDEMNIFICATION BY CUSTOMER), AND TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY'S TOTAL AGGREGATE LIABILITY RELATING TO THESE TERMS(WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE AMOUNT PAID BY THE CUSTOMER FOR THE SERVICES IN RESPECT OF WHICH THE RELEVANT CLAIM RELATES, UNDER THE APPLICABLE ORDER, IN THE 12 MONTHS PRECEDING THE FIRST RELEVANT EVENT THAT GIVES RISE TO THE LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE, NOT PER INCIDENT.

10.2 Exclusion of Consequential and Related Damages. NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS, OR FOR ANY PUNITIVE, EXEMPLARY OR AGGRAVATED DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT SUCH LOSS OR DAMAGE WAS FORESEEABLE AND WHETHER OR NOT A PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

11. TERM AND TERMINATION

11.1 Term. These Terms will come into effect on the Effective Date specified in the Order and will continue for the term stated in the Order, if any, until the expiry date specified in the Order. If not specified in an Order the Term will continue for subsequent one-year periods unless otherwise terminated in accordance with these Terms.

11.2 Automatic Renewal of Subscription Services. The Subscription Services shall automatically renew for successive one-year periods unless either party provides written notice of non-renewal to the other party at least 60 days prior to the end of the then-current Subscription Period or an Order provides otherwise.

11.3 Termination. A party may terminate the Subscription Service (or, at such party’s option an individual Order affected by the applicable breach), for cause (i) upon 30 days' written notice to the other party of a material breach if such breach remains uncured at the expiration of the 30 day notice period, or (ii) automatically if the other party becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Termination results in the termination of all then-current Orders.

11.4 Effect of Termination: Upon termination for cause by the Customer and upon the Customer’s written request, Squiz shall refund, on a pro-rata basis, any fees paid thereunder that cover the remainder of the applicable Subscription Period after the effective date of termination. Upon termination for cause by Squiz, all amounts owed by the Customer thereunder shall become due and payable. In no event shall any termination relieve the Customer of the obligation to pay all fees payable to Squiz for the period prior to the effective date of termination.

11.5 Suspension. Squiz may suspend Customer’s use or access to the Subscription Services if, in our reasonable opinion (i) a serious threat to the performance, functionality or security of the Subscription Services is about to occur and suspension is necessary to address that threat; or (ii) the Customer is in breach of these Terms. This does not prevent Squiz from taking any other action in relation to the breach.
In the case of (i) above Squiz will use reasonable endeavors to lift the suspension as soon as the threat has been adequately addressed.

11.6 Data Portability and Deletion. Upon request made by the Customer within 30 days of termination or expiration of the Subscription Services, Squiz will make the Customer Data and the Customer Applications  in the Subscription Services available to the Customer for export or download. At the end of such 30-day period, Squiz may delete or otherwise render inaccessible any Customer Data and the Customer Applications, unless legally prohibited. Squiz has no obligation to retain the Customer Data for the Customer after this 30-day post-termination period.

11.7 Survival. Section 5 (Proprietary Rights), 6 (Confidentiality), 7.4 (Disclaimer), 9 ( Indemnification by Customer), 10 (Limitation of Liability), 11.4 (Effect of Termination),11.6 Data Portability and Deletion, 11.7 (Survival) 12 (Notices, Governing Law and Jurisdiction) and 13 (General Provisions), 14 (Definitions) and any other rights and obligations of the parties hereunder that by their nature are reasonably intended to survive termination or expiration, shall survive any termination or expiration of these Terms.

12. NOTICES, GOVERNING LAW, JURISDICTION & DISPUTE RESOLUTION

12.1 Notice. A notice, consent or other communication sent pursuant to these Terms is only effective if it is in writing, signed by, or on behalf of the party giving it and it is received in full and legible form at the addressee’s address or email address. It is regarded as received at the time and on the day it is actually received, but if it is received on a day that is not a Business Day or after 5.00 pm on a Business Day it is regarded as received at 9.00 am on the following Business Day. A party’s address and email address are those set out in the Order, unless the party has notified a changed address or email address, then the notice, consent, approval or other communication must be to that address or email address.

12.2 Squiz Contracting Party. The Squiz contracting party means the party identified in the table below, based on the Customer’s account country (the country of the entity that holds the Customer’s account). If the Customer changes its account country to a different Squiz Contracting Party as set out below, the Customer agrees that these Terms are novated to the new Squiz Contracting Party without any further action required by either party, unless required by Squiz.

Account Country	Squiz Contracting Party
North America	Squiz Inc
Any country within the United Kingdom or Europe	Squiz UK Ltd
New Zealand	Squiz Limited
Any other country	Squiz Australia Pty Ltd

12.3 Governing Law and Jurisdiction. For each Squiz contracting party, the laws and courts are set forth in the following table:

12.4 Each party consents to the jurisdiction of such court in any such civil action or legal proceeding and waives any objection to the laying of the venue of any such civil action or legal proceeding in such court. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act does not apply to the provision of the Services.

12.5 The parties acknowledge that any unauthorized disclosure of Confidential Information or any actual or alleged infringement of such party’s or third party’s intellectual property rights might cause the other party to suffer irreparable harm for which damages would be an inadequate remedy and that, in such event, the aggrieved party may seek, in addition to any other available remedies, injunctive and other equitable relief in any state, federal, or national court of competent jurisdiction, without bond and without the necessity of showing actual monetary damages.

12.6 Dispute Resolution. If there is any dispute arising out of or in connection with these Terms:

12.6.1 the party raising the dispute must notify the other party in writing that a dispute exists, with sufficient detail to enable the dispute to be considered (Dispute Notice); and

12.6.2 the parties must then meet to discuss and attempt to resolve the dispute.

12.7 If a dispute is not resolved within 10 Business Days after the date of the Dispute Notice, then either party may notify the other party that it wishes to refer the dispute to each party’s senior executives to resolve the dispute. If such a notice is given, then each party must nominate a senior executive to seek to resolve the dispute. The meeting between the parties’ senior executives must occur within 5 Business Days of the notice described in this paragraph. If a dispute is not resolved within 5 Business Days of the meeting of the parties’ senior executives, then either party may refer the dispute to mediation. The mediation must be conducted in the city of the appropriate Squiz Contracting Party, and the mediation is to be administered by the following bodies:

12.8 Nothing in this clause prevents either party from commencing any proceedings at any time for urgent interim relief in any court or tribunal having jurisdiction over such action or proceeding. A party may not start court proceedings (except for urgent relief as described in this clause) until:

12.8.1 both the escalation process and mediation described in this clause have come to an end (and, for clarity, if neither party refers a dispute to mediation, then a party may not start court proceedings in respect of that dispute); or

12.8.2 a party breaches this clause

12.9 Obligations continue
Each party must continue to perform its respective obligations pursuant to these Terms, including payment of fees, pending the resolution of a dispute.

13. GENERAL PROVISIONS

13.1 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift or thing of value from any of the other party’s Personnel in connection with these Terms. If a party learns of any violation of the above restriction, such party will use reasonable efforts to promptly notify the other party.

13.2 Federal Government End Use Provisions (only applicable for the U.S.). If the Services are being or have been acquired with U.S. Federal Government funds, or the Customer is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure or transfer of the Services, or any related documentation of any kind, including technical data, manuals or Squiz Property is a "commercial item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995), as applicable. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the software and Services with only those rights set forth in these Terms and any amendment hereto.

13.3 Publicity: The Customer agrees that Squiz may identify the Customer as a client and use the Customer’s name and logo in any medium for promotion, publicity, or marketing purposes.

13.4 Subcontracting. Squiz’s Affiliates and its Authorized Contractors may perform certain aspects of the Services provided that Squiz remains liable for the acts and omissions of its Affiliates and Authorized Contractors in relation to the Services and is responsible for ensuring that any of Squiz’s obligations pursuant to these Terms performed by its Affiliates and its Authorized Contractors are carried out in accordance with these Terms.

13.5 Relationship of the Parties. The parties agree that they are independent contractors and that these Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

13.6 No Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms.

13.7 Waiver. No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right.

13.8 Force Majeure. Neither party shall be liable under these Terms for delays or failures to perform the Services or comply with these Terms due to causes beyond its reasonable control. Such delays include but are not limited to, denial of service attack, malicious damage or attack, interruptions or failures of the internet or third-party service providers, fire, natural catastrophe, government legislation, acts, orders, or regulation, strikes or labor difficulties, to the extent not occasioned by the fault or negligence of the delayed party. Any such excuse for delay shall last only as long as the event remains beyond the reasonable control of the delayed party. The delayed party shall use its best efforts to minimize the delays caused by any such event beyond its reasonable control. If the force majeure event continues for more than thirty (30) calendar days, then either party may terminate the Subscription Service upon written notice to the other party.

13.9 Severability. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.

13.10 Assignment. You may not assign or novate these Terms or otherwise deal with the benefit of it or a right under it, or purport to do so, without the prior written consent of Squiz, which consent may not be unreasonably withheld.

13.11 Changes. Squiz may make changes to these terms and the incorporated and referenced documents from time to time without notice to the Customer by posting the revised terms on its website. Any changes will not reduce or eliminate the functionality of the Subscription Services.

13.12 Changes to an Order will require and shall become effective only when fully documented in a written change order (each a Change Order) signed by duly authorized representatives of the parties prior to implementation of the changes. Such changes may include, for example, changes to the scope of work and any corresponding changes to the estimated fees and schedule. Change Orders shall be deemed part of, and subject to, these Terms.

13.13 Entire Agreement. These Terms constitute the entire agreement between the parties as it relates to the subject matter and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning or relating to the same. To the extent of any conflict or inconsistency between the provisions of any Order, the Documentation or any other part of these Terms, then (i) the terms of the Order, shall prevail over the Documentation and any other part of these Terms this, and (ii) the terms of the Documentation shall prevail over any other part of these Terms (excluding the Orders). Notwithstanding any language to the contrary therein, no terms or conditions stated in any purchase order, remittance advice, acceptance certificate payment system, other order documentation or another document that the Customer provides to Squiz (excluding Orders) shall be incorporated into or form any part of these Terms, and all such terms or conditions shall be null and void.

14. DEFINITIONS

14.1 Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes hereof, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

14.2 Authorized Contractors means independent contractors, licensors or subcontractors that assist Squiz in the delivery of the Services.

14.3 Confidential Information means in relation to the Disclosing Party, information that (i) is by its nature confidential; (ii) is designated by the Disclosing Party as confidential; or (iii) the Receiving Party knows or ought to know is confidential, and includes: (iv) information comprised in or relating to any Intellectual Property Rights of the Party; (v) information relating to the financial position of the Disclosing Party and in particular includes information relating to the assets or liabilities of the Disclosing Party and any other matter that does or may affect the position or reputation of the Disclosing Party; (vi) information relating to the internal management and structure of the Disclosing Party, or the personnel, policies and strategies of the Disclosing Party; (vii) information of the Disclosing Party to which the Receiving Party has access other than information referred to in (iv), (v) and (vi) that has any actual or potential commercial value to the Disclosing Party or to the person or corporation which supplied that information; (viii) where the Customer is the Disclosing Party, information relating to the policies, strategies, practices and procedures of the Disclosing Party in our possession; and (ix) information in the Receiving Party’s possession relating to the Disclosing Party’s clients or suppliers, and like information but does not include information that: (x) is published or has otherwise entered the public domain without a breach of this Agreement; (xi) is obtained from a third party who has no obligation of confidentiality to the Disclosing Party; or (xii) is independently developed or obtained without breach of this Agreement.

14.4 Customer Applications means all software programs that the Customer uses on the platform comprising part of the Subscription Services. Subscription Services do not fall within the meaning of the Customer Applications.

14.5 Customer Care also known as Support Services means the level of support services purchased by the Customer pursuant to an Order.

14.6 Customer Data means all data, records, files, images, graphics, audio, video, photographs, reports, forms and other content and material, in any format, that are submitted, stored, posted, displayed, transmitted or otherwise used by the Customer or any of its users, with the Subscription Services.

14.7 Data Center Region refers to the geographic region in which the Customer Data is hosted .

14.8 Disclosing Party is the party disclosing Confidential Information to the Receiving Party.

14.9 Documentation means Squiz’s product guides and other end-user documentation for the Subscription Services available online and through the help feature of the Subscription Services, as may be updated by Squiz from time to time to reflect the then-current Subscription Services. The Documentation also includes the Customer Care Agreement, Acceptable Use Policy, Security Annex, and Privacy Policy.

14.10 Effective Date means, in respect of an Order, the date that Order commences, as stated in that Order.

14.11 Intellectual Property Rights means all copyright, trademark rights, patent rights, design rights or any other intellectual property rights subsisting in software, source and object codes, scripts, records, documents, specifications, plans, program listings, calculations, or drawings provided to the Customer.

14.12 Order means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Squiz and the Customer from time to time, including any Statement of Work also referred to as an SOW, variation to an existing agreement, addenda and supplements thereto. An Order is not entered into by the parties until Squiz has accepted the Order submitted by the Customer.

14.13 Personnel means agents, employees, consultants and subcontractors of a party.

14.14 Professional Advisers means a party’s lawyers, attorneys, accountants, insurer and financial advisors.

14.15 Receiving Party is the party receiving Confidential Information from the Disclosing Party.

14.16 Sensitive Personal Information means any of the following: (i) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (PCI DSS); (ii) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (HIPAA);  (iii) any other personal data of an EU citizen deemed to be in a “special category” (as identified in the EU General Data Protection Regulation, UK GDPR or any successor Laws);(iv) information defined as ‘sensitive information” pursuant to the Privacy Act 1988 (Australia) or similar local laws.

14.17 Security Annex means the document at https://www.squiz.net/policies/squiz-security-annex.

14.18 Services means the Subscription Services, Support Services and any additional services  that the Customer may purchase under an Order.

14.19 Service Level means the applicable service levels set out in the applicable Support Services Agreement.

14.20 Squiz Contracting Party means the Squiz entity named in the Order.

14.21 Squiz Materials means any software, documentation or other material or documents in whatever form that Squiz provides to Customer, including any Subscription Services, Services and any other materials that are created by or on behalf of Squiz in connection with these Terms.

14.22 Subscription Services means the software services provided by Squiz and accessed by the Customer via a third-party cloud platform or another platform as defined in an Order, as ordered by the Customer under an Order.

14.23 Subscription Period means the term of Subscription Services purchased by the Customer which shall commence on the start date specified in the applicable Order and continue for 12 months or the subscription period specified therein including any renewal periods unless terminated in accordance with these Terms.

14.24 Usage Metrics means the measurement used for determining the volume of Subscription Services the Customer can use which may be set out in an Order.