Terms of Service – Paid accounts

Last Updated: July 10, 2023

These Terms of Service are effective July 10, 2023 for all customers with a new or renewal Subscription Term beginning on or after that date. For customers with an existing Subscription Term entered into prior to the Effective Date, these updated terms are effective for you 30 days from the Effective Date (except as provided in these Terms of Service).

These updated Terms of Service have not changed your ability to use our Service.  You may continue to access your Account and use the Service as you always have.

If you have a separate agreement with i46 for use of the Service, then the updates to the Terms of Service will not apply to you.

These Terms of Service (“Agreement”) govern your (“Customer,” “you,” or “your”) paid use of the Service and by clicking on the “I Agree,” “Accept Terms,” “Start Now” or similar button on the Service registration page and executing an Order as further described, you represent that (1) you have read, understand, and agree to be bound by this Agreement, (2) you are of legal age to form a binding contract with i46, Inc. (“i46,” “we,” “our,” or “us,” and collectively with Customer, “Parties”), and (3) you have the authority to enter into this Agreement personally or on behalf of the company or other organization you have named as the user, and to bind that entity to this Agreement. In the event you are agreeing to this Agreement on behalf of a company or organization, “Customer,” “you,” and “your” will refer to the entity you are representing.

We may update this Agreement from time to time in accordance with Section 11.5 (Updates). The most current version of this Agreement will be posted on www.i46.cz (the “Site”).

 

Section 1 – The Service

1.1. Use of the Service. i46 grants to Customer during the Subscription Term the right to use and access the Service for its internal business purposes only in accordance with this Agreement.  

1.2. Customer Users. The employees and contractors of Customer may access and use the Service on Customer’s behalf (each, a “User”). Each User may be required to provide a username, email address, password, or other personal information to create and manage an Account (“Login Credentials”) and must keep its Account keys and Login Credentials confidential and not share them with anyone. i46 uses and collects Login Credentials for account management and support. Customer is responsible for its Users’ compliance with this Agreement and the actions taken through the Account. If Customer becomes aware of any compromise of a User’s credentials, Customer will let i46 know as soon as possible.

1.3. Service Level Availability. i46 will use commercially reasonable efforts to make the Service available in line with industry standards.

1.4. Support. i46 will provide support to Customer.

1.5. Restrictions. Customer will not (and will not permit anyone else to) do any of the following: (a) use the Service to develop a similar or competing product or service; (b) obtain or attempt to obtain the Service by any means or device with intent to avoid paying the fees that would otherwise be payable for such access or use; (c) reverse engineer, decompile, disassemble, or seek to access the source code, algorithms, or non-public APIs to the Service or any related features, except to the extent expressly permitted by law (and then only with prior notice to i46); (d) modify or create derivative works of the Service or copy any element of or related features with the Service (other than authorized copies of the Software); (e) publish benchmarks or performance information about the Service; (f) fail to perform or observe the obligations set out in Section 2.5 (Obligations); (g) perform any security integrity review, penetration test, load test, denial of service simulation, or vulnerability scan on i46; (h) provide access to or sublicense the Service to a third party other than a Third-Party Service; or (i) use the Service on behalf of, or to provide any product or service to, third parties. To ensure compliance with this Section 1.5 (Restrictions), i46 may monitor or review use of the Service and investigate suspected violations of this Agreement.

 

Section 2 – Customer Data

2.1. Customer Data Configurations. The Service and related features are designed to provide Customer with control over its configuration and use, including in the types of Customer Data it processes. i46 refers to the data, information, or content that Customer and Users send from the Software, the Customer Properties, or Third-Party Services to, or queries through, an Account as “Customer Data.” The Customer Data stored in an Account will be hosted in data centers located in the European Union.

2.2. Use of Customer Data to Provide the Service. i46 needs a limited license to Customer Data in order to provide the Service. For example, depending on the Service subscribed to, the Service and related features may create visualization aides, such as dashboards, charts, and graphs, which requires, among other rights, a right to create derivative works. Customer grants i46 a non-exclusive, worldwide right to use, copy, store, transmit, display, modify, and create derivative works of the Customer Data, to the extent necessary to manage, improve, and provide the Service and related services, as well as to provide support to Customer.

2.3. Data Security Commitments. i46 uses industry-standard administrative, technical, physical, and organizational measures designed to protect Customer Data for all of our customers across i46’s multi-tenant architecture. 

2.4. Export of Customer Data; Retention. At any time during the Subscription Term, Customer may export Customer Data stored in its Account in supported formats. i46 retains Customer Data in accordance with the data retention policy applicable to the Service.

2.5. Obligations.

 (a) i46 provides Customer configuration and data control options in the Services, such as controls over sending data to and from the Service, setting up integrations for sending data to Customer’s desired endpoints, such as Customer’s Third Party Services, and querying Customer Data. Customer, through its use and configuration of the Service, is instructing i46 to process Customer Data. For example, the type, quantity, and frequency of Customer Data received by or queried through i46 is pursuant to Customer’s decisions and instructions. Customer is responsible for its configuration choices, and any risks resulting from Customer’s disablement of any i46 default privacy or security settings or features. Customer shall implement any Software updates immediately after i46 makes such available for general release. Customer is responsible for Customer Data, including its content and accuracy. 

 (b) Customer represents and warrants to i46 that it has all necessary rights, consents, and permissions to grant i46 the rights in Section 2.2 (Use of Customer Data to Provide the Service) and to use and submit Customer Data to the Service, all without violating or infringing any applicable laws, third-party rights (including intellectual property, publicity, or privacy rights), or any terms or policies governing Customer Data.

 (c) Customer must not send any “Prohibited Data” to the Service, which means any: (1) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (2) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”); (3) credit, debit, or other payment card data or financial account information, including bank account numbers; (4) credentials granting access to an online account (e.g. username plus password); (5) social security numbers, driver’s license numbers, or other government identification numbers; (6) other information subject to regulation or protection under specific laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations); (7) precise geolocation data; or (8) any data similar to the above protected under foreign or domestic laws. Customer also must not use the Service or related features in connection with any activities where its use or failure could lead to death, personal injury, or environmental damage, such as in life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control (collectively, “High Risk Activities”). Therefore, notwithstanding anything else in this Agreement, i46 has no liability for Prohibited Data processed, or High Risk Activity-related use, in connection with the Service.

2.6. Suspension. i46 may suspend access to, or limit, the Service and related services (and the relevant fees for the Service will continue to apply during such period) if: (a) you breach this Agreement or an Order, including non-payment of any fees when due; or (b) there is a risk of harm to other i46 customers or the security, availability, or integrity of the Service due to actions taken within an Account or resulting from a Third-Party Service. Where practicable, i46 will use reasonable efforts to provide prior notice of any suspension. Once the issue requiring suspension is resolved, without limiting any i46 remedies, i46 will restore access to the Service in accordance with this Agreement.

2.7. Systems Operations Data. In order to provide its customers with the benefits of a multi-tenant cloud offering, i46 may collect and process utilization statistics and other technical data (e.g. page load data) regarding use, configuration, and deployment of the Service to operate, manage, improve, instrument, benchmark, and support the Service; provided, i46 will not disclose any information derived from such data if doing so would make it possible for a third party to identify Customer or any individual natural person.

Section 3 – Commercial Terms

3.1. Fees. Fees and invoicing may be described in each Order and/or the Usage Plan. Unless the Order or Usage Plan provides otherwise, all fees are payable in euros and are due upon invoice issuance. If you exceed usage limits in an Order, you will pay overage fees in accordance with the Order or this Agreement. Late payments are subject to a service charge of 1% per month or the maximum amount allowed by law, whichever is less. All fees and expenses are non-cancellable and non-refundable except as set out in this Agreement.

3.2 Taxes. The fees do not include any sales or other applicable taxes, levies, duties, or similar assessments assessable by any jurisdiction.  Each party is responsible for their own tax obligations. If i46 has the legal obligation to pay or collect taxes for which Customer is responsible under this Section 3.2 (Taxes), the appropriate amount will be invoiced to and paid by Customer, unless i46 is provided with a valid tax exemption certificate authorized by the appropriate taxing authority.

3.3. Disputes. Customer will notify us of any good-faith invoice dispute within 15 days of the invoice date and reasonably cooperate with i46 to resolve the dispute. If the Parties cannot resolve the dispute prior to the payment due date as described in Section 3.1 (Fees), either party may seek any available remedies. Undisputed amounts must be paid in full in accordance with this Section 3 (Commercial Terms).

3.4. Subscription Term. Each Subscription Term will automatically renew for successive periods equal in duration to the previous Subscription Term, unless either party gives the other party notice of non-renewal at least 30 days before the then current Subscription Term ends. Per-unit rates for renewals will be the same as in the prior Subscription Term for the same Service, unless i46 notifies you in advance of an increase. 

 

Section 4 – Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE, SUPPORT, AND ALL RELATED i46 SERVICES ARE PROVIDED “AS IS”. i46 AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. WITHOUT LIMITING OUR EXPRESS OBLIGATIONS IN SECTIONS 1.3 (SERVICE LEVEL AVAILABILITY) AND 1.4 (SUPPORT), i46 DOES NOT WARRANT THAT USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT WE WILL REVIEW CUSTOMER DATA FOR ACCURACY, OR THAT WE WILL MAINTAIN CUSTOMER DATA WITHOUT LOSS. i46 IS NOT LIABLE FOR ISSUES WITH THE SERVICE DUE TO CUSTOMER NOT INSTALLING THE LATEST VERSION OF THE SOFTWARE OR DELAYS, FAILURES, OR PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR CONTROL. i46 MAKES NO WARRANTIES CONCERNING RESULTS TO BE ACHIEVED FROM THE SERVICE. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD.

 

Section 5 – Confidentiality

5.1. Confidential Information. For the purposes of this Agreement, the Parties define “Confidential Information” to mean any of the information disclosed under this Agreement that is designated by the disclosing party as proprietary or confidential, or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. i46’s Confidential Information includes any technical, pricing, or performance information about the Service or related services. Customer’s Confidential Information includes your Customer Data.

5.2. Obligations. As receiving party, each party will (a) hold in confidence and not disclose Confidential Information to third parties except as permitted in this Agreement, and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors, subcontractors, and other representatives having a legitimate need to know such Confidential Information, provided the receiving party remains responsible for their compliance with this Section 5 (Confidentiality) and such parties are bound to confidentiality obligations no less protective than this Section 5 (Confidentiality).

5.3. Exclusions. These confidentiality obligations do not apply to information that the receiving party can document: (a) is or becomes public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using the disclosing party’s Confidential Information. The receiving party may disclose Confidential Information if required by law, subpoena, or court order, provided (if permitted by law) it notifies the disclosing party in advance and cooperates in any effort to obtain confidential treatment.

5.4. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 5 (Confidentiality).

 

Section 6 – Ownership

Neither Party grants the other any rights or licenses not expressly set out in this Agreement. Except for i46’s use rights in this Agreement, as between the Parties, Customer retains all intellectual property and other rights in Customer Data. Except for Customer’s use rights in this Agreement, i46 and its licensors retain all intellectual property and other rights in the Service, and related i46 technology, services, templates, formats, and dashboards, including any modifications or improvements to these items made by i46. If you provide i46 with feedback or suggestions regarding the Service or other i46 offerings, we may use the feedback or suggestions without restriction. 

 

Section 7 – Limitations of Liability

7.1. Liability Cap. EACH PARTY’S ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED IN AGGREGATE THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO i46 FOR THE SERVICE MADE AVAILABLE TO CUSTOMER DURING THE PRIOR 12 MONTHS IMMEDIATELY PRECEDING THE INCIDENT CREATING LIABILITY UNDER THIS AGREEMENT, EXCEPT AS OTHERWISE SET OUT IN THIS SECTION 7 (LIMITATIONS OF LIABILITY).

7.2. Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MEASURES, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE.

7.3. Excluded Claims. NO LIMITATION OF LIABILITY WILL APPLY TO EXCLUDED CLAIMS. “EXCLUDED CLAIMS” MEANS: (1) CLAIMS FOR WHICH LIABILITY CANNOT BE LIMITED UNDER APPLICABLE LAW; (2) BREACH OF SECTION 1.5 (RESTRICTIONS) OR PAYMENT OBLIGATIONS IN SECTION 3 (COMMERCIAL TERMS) OR CUSTOMER’S BREACH OF SECTION 5 (CONFIDENTIALITY); OR (3) AMOUNTS PAYABLE TO THIRD PARTIES UNDER THE INDEMNIFYING PARTY’S OBLIGATIONS IN SECTION 8.2 (INDEMNIFICATION BY CUSTOMER).

7.4. Nature of Claims and Failure of Essential Purpose. THE WAIVERS AND LIMITATIONS IN THIS SECTION 7 (LIMITATIONS OF LIABILITY) APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

 

Section 8 – Indemnification

8.1 Indemnification by i46. i46 will defend Customer from and against any valid third-party claim to the extent alleging that the Service, when used by Customer as authorized, infringes a valid third-party’s EU patent, copyright, or trademark, and will hold harmless and indemnify Customer against any damages or costs finally-awarded against Customer (including reasonable attorneys’ fees) or agreed in settlement by i46 resulting from the claim. 

8.2. Indemnification by Customer. Customer will defend i46 from and against any third-party claim to the extent related to or arising from Customer Materials, Customer Data or Customer’s breach or alleged breach of (a) this Agreement, or (b) any applicable law or regulation, and Customer will hold harmless and indemnify i46 against any damages or costs awarded against i46 (including reasonable attorneys’ fees) or agreed in settlement by Customer resulting from the claim.

8.3. Procedures. The indemnifying party’s obligations in this Section 8 (Indemnification) are subject to receiving: (a) prompt written notice of the claim; (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party’s prior written consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Service, when i46 is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.

8.4. Mitigation and Exceptions. In response to an actual or potential infringement claim, if required by settlement or injunction or as i46 determines necessary to avoid material liability, i46 may at its option: (a) procure rights for Customer continued use of the Service; (b) replace or modify the alleged infringing portion of the Service to avoid infringement with substantially similar functionality; or (c) terminate the applicable Service in the affected Order and refund any pre-paid, unused fees for the terminated portion of the Subscription Term. i46’s obligations in this Section 8 (Indemnification) do not apply: (1) to infringement resulting from Customer’s modification of the Service or use of the Service in combination with items not provided by i46 (including Third-Party Services); (2) to infringement resulting from Software other than the most recent release; (3) to unauthorized use of the Service or if Customer is in breach of an Order, Usage Plan, or this Agreement; (4) if the total aggregate fees paid to i46 for the Service is less than EU 100,000 in the twelve (12) month period immediately preceding the claim; (5) to infringement resulting from compliance by i46 with Customer designs, plans, specifications or instructions; (6) if Customer settles or makes any admissions about a claim without i46’s prior written consent; or (7) to any claim arising from or related to Customer’s indemnification obligations. This Section 8 (Indemnification) sets out Customer’s sole and exclusive remedy and i46’s entire liability regarding infringement of third-party intellectual property rights.

 

Section 9 – Term and Termination

9.1. Term. This Agreement is effective for Customer’s applicable Subscription Term unless terminated as described in this Agreement. Any unpaid use of the Service shall be governed as described in Section 11.4 (Entire Agreement).

9.2. Termination. Either party may terminate this Agreement if the other party: (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after written notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. If i46 terminates this Agreement for Customer’s material breach under this Section 9.2 (Termination), Customer will promptly pay i46 any outstanding fees or expenses due and any fees for the terminated portion of the Subscription Term. If Customer terminates this Agreement for i46’s material breach under this Section 9.2 (Termination), then, at Customer’s request, i46 will refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term. In no event will any termination relieve Customer of the obligation to pay any expenses and fees payable to i46 for the period prior to the effective date of termination. Except where an exclusive remedy is provided, exercising a remedy under this Agreement does not limit other remedies a party may have. For clarity, i46 may modify or discontinue the Service, including any portions of the Service, as we update our offerings and add more features.

9.3. Effect of Termination. Upon expiration or termination of this Agreement or an Order, Customer’s access to the applicable Service will immediately cease and Customer must stop sending Customer Data to the Service. Termination of an Order will not be deemed a termination of this Agreement or any other Order; however, termination of this Agreement will immediately terminate all outstanding Orders. At the disclosing party’s request upon expiration or termination of this Agreement, the receiving party will delete all of the disclosing party’s Confidential Information (including Customer Data in an Account, which i46 will delete after termination or expiration). Confidential Information may be retained in the receiving party’s standard backups after deletion but will remain subject to this Agreement’s confidentiality restrictions. 

9.4. Survival. These Sections survive expiration or termination of this Agreement: 1.5 (Restrictions), 2.5 (Obligations), 2.7 (Systems Operations Data), 3.1 (Fees), 3.2 (Taxes), 4 (Disclaimers), 5 (Confidentiality), 6 (Ownership), 7 (Limitations of Liability), 8 (Indemnification), 9 (Term and Termination), 11.2 (Governing Law, Jurisdiction, and Venue), 11.3 (Notices), 11.4 (Entire Agreement), 11.5 (Updates), 11.6 (Waivers and Severability), and 11.13 (Channel Partner Service Subscriptions).

 

Section 10 – General Terms

10.1. Assignment. Customer may not assign this Agreement (or any Order) without the prior written consent of i46, except that Customer may assign this Agreement (and applicable Order) in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all its assets or voting securities provided that Customer is in good standing with i46 and that such assignment by Customer does not expand its scope of use for the Service. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of Customer’s permitted successors and assigns. 

10.2. Governing Law, Jurisdiction, and Venue. This Agreement is governed by the laws of the Czech Republic without regard to conflicts of laws provisions or the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the courts located in Prague, Czech Republic and both Parties submit to the personal jurisdiction of those courts.

10.3. Notices. Notices to you will be deemed given upon: (a) personal delivery; (b) 3 days after sending via certified, registered mail, or deposit with a globally recognized courier; or (c) email to your account administrator or the contact on the Order. i46 may also provide notices to you electronically, including but not limited to through the Site or Service, which shall be deemed given to you upon dispatch including if the last email address you provided to us is invalid, or for any reason that any such notice is not capable of delivery to you. Customer may update its address with notice to i46 in accordance with this Section 11.3 (Notices). You are responsible for providing us with your most current email address and updating it as applicable. You may give us notice at: i46, s.r.o Lucemburská 2434/17, Praha, 130 00. Such notice shall be deemed given when received by i46 by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the foregoing address. 

10.4. Entire Agreement. This Agreement (and all Orders), and any addenda or policies otherwise made available on the Site by i46 is the Parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In the event of any conflict or inconsistency between the Order and this Agreement, the Order will prevail. Customer’s purchases are not contingent on delivery of any future functionality or features. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. The terms in any Customer purchase order, business form, online terms (i.e. click-wrap or browse-wrap), or invoicing portal will not amend or modify this Agreement and are expressly rejected; any of this documentation is for Customer’s own administrative purposes only and is not binding on i46.

10.5 Updates. i46 may modify this Agreement from time to time. If we determine in our sole discretion that an update is material, we will provide notice of such material change to you through the Service, Site and/or in accordance with Section 11.3 (Notices). Any changes to this Agreement posted on the Site will be effective immediately if Customer assents to such changes or for any new or renewal Subscription Term, and thirty (30) days thereafter for all other customers with an existing Subscription Term, except changes required by law or as necessary for use of any new products or features, which will immediately become effective to the extent necessary to comply with such law or as required to use such new products or features. If Customer objects to the updated Agreement within such period in accordance with Section 11.3 (Notices), as Customer’s sole and exclusive remedy and without penalty, Customer may choose to continue its use of the Service under the prior version of this Agreement until Customer’s next Subscription Term renewal and such updated Agreement will automatically apply as of the renewal Subscription Term unless you elect not to renew pursuant to Section 3.4  (Subscription Term). In any event continued use of the Service during the renewal Subscription Term will constitute Customer acceptance of the version of the Agreement in effect at the time the renewal Subscription Term begins. 

10.6. Waivers and Severability. Waivers must be signed by the waiving party’s authorized representative and cannot be implied. If any provision of this Agreement is held invalid, illegal, or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.

10.7. Force Majeure. i46 is not liable for any delay or failure to perform any obligation under this Agreement or any Order due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster. 

10.8. Service Support Providers. i46 uses third-party hosting and other service providers (e.g. data center providers or support ticketing systems) in our supply of the Service and related features and support.

10.9. Independent Contractors. The Parties are independent contractors, not agents, partners, or joint venturers.

10.10. Open Source Software. To the extent i46 separately makes available other open source software (“OSS”) for download, such code is governed by the terms of the applicable OSS license. To the extent required, the license for any OSS included in the Software, will apply to the OSS instead of this Agreement. 

10.11. Anti-Corruption and Export. Customer will, and will cause its employees, consultants, and agents to, comply with any governmental entity, European or otherwise, imposing export controls and trade sanctions (“Export Laws”), including designated countries, entities, and persons (“Sanctions Targets”); and agrees not to directly or indirectly export, re-export, or otherwise deliver the Service to a Sanctions Target, or broker, finance, or otherwise facilitate any transaction in violation of any Export Laws. Customer represents that Customer is not a Sanctions Target or prohibited from receiving the Service. The Service will be used for non-prohibited, commercial purposes by non-prohibited Users and will not be exported or transferred to China or any Sanctions Target.

10.12 Channel Partner Service Subscriptions. This Section applies to any Customer access of the Service obtained through an authorized i46 channel partner (“Channel Partner”).

(a) Commercial Terms. Instead of paying i46, Customer will pay applicable amounts to the Channel Partner as agreed between Customer and the Channel Partner. Customer’s order details (e.g., scope of use and fees) will be as stated in the Order placed by Channel Partner with i46 on Customer’s behalf. Customer’s Order will renew with Channel Partner in accordance with Section 3.4 (Subscription Term), unless Channel Partner notifies i46 that it is opting-out of auto-renewal on Customer’s behalf as described in this Agreement or in the manner specified in the agreement between Channel Partner and i46. Channel Partner is responsible for the accuracy of such Order. i46 may suspend or terminate Customer’s rights to use the Service if it does not receive the corresponding payment from the Channel Partner. If Customer is entitled to a refund under this Agreement, i46 will refund any applicable fees to the Channel Partner and the Channel Partner will be solely responsible for refunding the appropriate amounts to Customer, unless otherwise specified. 

(b) Relationship with i46. This Agreement is directly between i46 and Customer and governs all use of the Service by Customer. Channel Partners are not authorized to modify this Agreement or make any promises or commitments on i46’s behalf, and i46 is not bound by any obligations to Customer other than as set forth in this Agreement. i46 is not party to (or responsible under) any separate agreement between Customer and Channel Partner. The amount paid or payable by the Channel Partner to i46 for Customer’s use of the applicable Service under this Agreement will be deemed the amount paid or payable by Customer to i46 under this Agreement for purposes of Section 7 (Limitations of Liability). i46 is not responsible for any acts, omissions, products or services provided by Channel Partner. 

 

GLOSSARY OF TERMS USED:

“Account” means the online account or subaccounts that i46 provides for Customer to manage its use of the Service.

“Customer Properties” includes Customer’s websites, infrastructure, networks, mobile applications, or other systems, as well as Customer accounts on Third-Party Services.

“Order” means the purchasing order for access to the Service or related services that: (1) is either executed by the Parties and references this Agreement or entered into by you via self-service, or (2) is entered into by you and a Channel Partner.

“Service” means the generally-available i46 proprietary cloud service set out in the i46 Order, the Software, and any updates, corrections, bug fixes, modifications, improvements, new features, and functionality (made generally available to i46’s customer base) thereto.

“Software” means the distributed software, APIs, scripts, or other code proprietary to i46 provided with the Service.

“Subscription Term” means the then-current period of use set out in the Order.

“Third-Party Services” means any third party platform, add-on, service, or product not provided by i46 and that a User integrates or enables for use with the Service, including third-party applications and plug-ins.