Terms of Service

Maximus Software as a Service Agreement

This Software as a Service Agreement (this "Agreement"), effective as of the date you create an account or first access or use the Service (the "Effective Date"), is by and between Maximus Software LLC, a Pennsylvania limited liability company with offices located at Doylestown, Pennsylvania ("Provider," "Maximus," "we," "us," or "our"), and you, the individual or entity accessing or using the Service ("Customer," "User," "you," or "your").

WHEREAS, Provider provides access to its AI-powered internet visibility optimization platform and related software-as-a-service offerings and services to its customers; and

WHEREAS, Customer desires to access and use certain software-as-a-service offerings and receive certain related services from Provider, and Provider desires to provide Customer such access and services, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

BY CREATING AN ACCOUNT, CLICKING "I AGREE," OR ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.

1. Definitions

"Access Credentials" means any username, identification number, password, license or security key (including any API key), security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual's identity and authorization to access and use the Subscription Services and APIs.

"Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

"AI Customer Input" means information, data, materials, text, prompts, images, or other content that is (a) input, entered, posted, uploaded, submitted, transferred, transmitted, or otherwise provided or made available by or on behalf of Customer or any Authorized User for Processing by or through an AI Feature, or (b) collected, downloaded, or otherwise received by an AI Feature for or on behalf of Customer or any Authorized User, including in the case of (a) and (b) for purposes of fine-tuning, grounding, or otherwise modifying, refining, adapting, or customizing an AI Feature by, for, or on behalf of Customer.

"AI Customer Output" means information, data, materials, text, images, code, works, expressions, or other content generated or otherwise output from an AI Feature in response to AI Customer Input or from use of an AI Feature by or on behalf of Customer or its Authorized Users.

"AI Feature" means any feature, functionality, or component of the Subscription Services that incorporates, uses, depends on, or employs any AI Technology.

"AI Technology" means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts.

"API" means any application programming interface made available by Provider in connection with the Subscription Services, or otherwise necessary to use, integrate, or interoperate with the Subscription Services.

"Authorized User" means all Persons authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement.

"Confidential Information" has the meaning set forth in Section 11.1.

"Customer Data" means any and all information, data, materials, works, expressions, or other content that is (a) uploaded, input, or entered into the Subscription Services by or on behalf of Customer or any Authorized User, including for Processing, (b) provided, transferred, or made available to Provider by or on behalf of Customer or any Authorized User, or (c) collected, downloaded, or otherwise received by Provider or the Subscription Services for or on behalf of Customer or any Authorized User. All output, copies, reproductions, improvements, reports, modifications, adaptations, translations, and other derivative works of, based on, derived from, or otherwise using any Customer Data are Customer Data. For the avoidance of doubt, Customer Data includes all AI Customer Inputs, AI Customer Outputs, and Personal Information.

"Documentation" means all user manuals, instructions, guides, and other specifications and technical materials, in any form or media, relating to the Subscription Services and provided or made available by Provider.

"Fees" has the meaning set forth in Section 7.1.

"Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, trojan horse, backdoor, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any computer, software, firmware, hardware, data, database, system, or network; or (b) prevent Customer or any Authorized User from accessing or using the Services or Provider Systems.

"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

"Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, agency guidance, or other requirement or rule of law of any governmental authority.

"Losses" means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

"Personal Information" means information provided to Provider by or at the direction of Customer that: (a) identifies or can be used to identify an individual (including names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (b) can be used to authenticate an individual (including passwords or PINs, user identification and account access credentials, financial account numbers, biometric, health, or medical data, and answers to security questions).

"Person" means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

"Process" means to take any action or perform any operation or set of operations on any data, information, material, work, expression, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, combine, log, manage, maintain, copy, adapt, alter, translate, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. "Processing" and "Processed" have correlative meanings.

"Provider Materials" means the Subscription Services, Provider Systems, and Documentation for the Subscription Services, and any and all other information, data, documents, devices, know-how, methods, processes, hardware, software, and other technologies and inventions that are provided or used by Provider in connection with the Services. Provider Materials do not include Customer Data.

"Provider Systems" means the information technology infrastructure used by or on behalf of Provider in performing the Services, including all computers, software, hardware, databases, models, AI Technology, electronic systems, and networks, whether operated directly by Provider or through the use of third-party services.

"Security Breach" means any event that compromises the security, confidentiality, availability, integrity, or accessibility of Customer's Confidential Information, including any Customer Data and Personal Information. Without limiting the foregoing, a compromise shall include any unauthorized access to or disclosure, loss, alteration, access to, or acquisition of Customer's Confidential Information.

"Service Term" has the meaning set forth in Section 15.

"Subscription Services" means the Maximus AI-powered internet visibility optimization platform and all related software-as-a-service offerings, including all AI Features, as described on the Provider's website at maximus.software and as may be further specified in the applicable subscription plan selected by Customer.

"Third-Party Materials" means any materials and information, including documents, data, know-how, ideas, methodologies, specifications, software, algorithms, AI Technology, content, and technology, in which any Person other than Customer or Provider owns any Intellectual Property Right.

"Training Data" means any and all information, data, materials, text, prompts, images, and other content that is used to train, validate, test, retrain, or improve any AI Technology incorporated into or used with, in connection with, or in support of the Services, except for Customer Data.

2. Subscription Plans

Customer may subscribe to the Subscription Services pursuant to one or more subscription plans as set forth on Provider's website at maximus.software. Subscription plans will be effective upon Customer's selection and payment of applicable Fees. Provider shall provide to Customer the Services set forth in the applicable subscription plan in accordance with this Agreement. This Agreement does not obligate Customer to purchase any particular subscription plan or tier of Services. Provider may modify the scope, features, and pricing of subscription plans upon thirty (30) days' prior written notice to Customer.

3. Access and Use of Subscription Services

3.1 Provision of Access

Provider shall provide Customer and its Authorized Users access via the public internet to the Subscription Services upon creation of an account and selection of a subscription plan. Provider shall provide Customer the Access Credentials (or ability to create Access Credentials) and any APIs and Documentation necessary to make the Subscription Services ready and available for Customer and its Authorized Users.

3.2 Access and License Grant

Provider hereby grants to Customer, exercisable by and through its Authorized Users during the applicable Service Term, a non-exclusive and non-transferable:

3.3 Documentation License

Provider hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to prepare, reproduce, print, download, and use a reasonable number of copies of the Documentation during the Term for any use of the Services under this Agreement.

3.4 Use Restrictions

Except as otherwise permitted under this Agreement, Customer shall not and shall not permit any Authorized Users to:

4. AI Features and AI Technology

4.1 AI Features

The Subscription Services incorporate AI Features that utilize AI Technology, including large language models and other machine learning technologies, provided by third-party AI service providers (including OpenAI, Anthropic, and Google). Customer acknowledges and agrees that:

4.2 AI Customer Output Ownership

As between Provider and Customer, Customer owns the AI Customer Output generated through its use of the AI Features, subject to the following: (a) Customer acknowledges that under current United States law, AI-generated content without human authorship may not be copyrightable; (b) Customer is responsible for human review, curation, and editing of AI Customer Output to establish and maintain any copyright or other Intellectual Property Rights therein; and (c) Provider makes no representations or warranties regarding the copyrightability or other Intellectual Property Rights in AI Customer Output.

4.3 AI Customer Input

Customer is solely responsible for all AI Customer Input, including ensuring that AI Customer Input does not contain any information that Customer does not have the right to submit, or that would violate any Law or third-party rights. Provider shall not use AI Customer Input to train, retrain, tune, validate, modify, update, or otherwise improve the AI Features or any AI Technology for any purpose other than providing the Services to Customer as contemplated under this Agreement.

5. Third-Party Materials and Services

The Subscription Services may incorporate, depend upon, or interoperate with Third-Party Materials, including AI Technology and APIs provided by third parties such as OpenAI, Anthropic, Google (including Google Search Console, Google Ads, and Google Maps APIs), Moz, and other service providers. Customer acknowledges and agrees that:

6. Account Registration and Security

6.1 Account Requirements

To access the Subscription Services, Customer must create an account and provide accurate, complete, and current information. Customer represents and warrants that:

6.2 Account Security

Customer is responsible for maintaining the confidentiality and security of all Access Credentials and for all activities that occur under Customer's account. Customer shall immediately notify Provider of any unauthorized access to or use of Customer's account or Access Credentials, or any other breach of security. Provider shall not be liable for any Losses arising from unauthorized use of Customer's account or Access Credentials.

7. Customer's Obligations

7.1 Cooperation

Customer shall: (a) cooperate with Provider in all matters relating to the Services and provide such information as may reasonably be requested by Provider for the purposes of performing the Services; (b) respond promptly to any Provider request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Provider to perform Services in accordance with the requirements of this Agreement; (c) provide such Customer materials or information as Provider may reasonably request to carry out the Services in a timely manner and ensure that such Customer materials or information are complete and accurate in all material respects; and (d) obtain and maintain all necessary licenses and consents and comply with all applicable Laws in relation to the Services.

7.2 Customer's Acts or Omissions

If Provider's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, Authorized Users, subcontractors, consultants, or employees, Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or Losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.

7.3 Acceptable Use

In addition to the Use Restrictions set forth in Section 3.4, Customer shall not and shall not permit any Authorized Users to: (a) use the Subscription Services to send unsolicited commercial email or other communications in violation of CAN-SPAM, TCPA, or other applicable Laws; (b) use the email outreach features of the Subscription Services without including a valid physical address and functional unsubscribe mechanism in each message; (c) exceed any usage limits, API rate limits, or other service limitations applicable to Customer's subscription plan; (d) use automated scripts or bots to access the Subscription Services in a manner that degrades performance for other users; or (e) use the AI Features to generate content that is deceptive, fraudulent, obscene, or intended to manipulate search engine rankings through methods that violate search engine guidelines.

8. Fees and Payment

8.1 Fees

The fees for the Subscription Services shall be as set forth on Provider's website at maximus.software or as otherwise agreed upon in writing ("Fees"). Customer shall pay all Fees in advance in accordance with the billing cycle applicable to Customer's selected subscription plan. All Fees are stated in and shall be paid in US dollars.

8.2 Billing and Auto-Renewal

Subscriptions will automatically renew at the end of each billing cycle (monthly or annually, as applicable) unless Customer cancels prior to the end of the then-current billing cycle. By subscribing, Customer authorizes Provider to charge the payment method on file for the applicable Fees at the start of each renewal period. Provider may increase Fees for any renewal period by providing written notice to Customer at least thirty (30) calendar days prior to the commencement of such renewal period. No increase in Fees shall exceed ten percent (10%) of the Fees effective during the immediately preceding billing cycle.

8.3 Cancellation

Customer may cancel the subscription at any time through Customer's account settings or by contacting Provider at support@maximus.software. Cancellation will take effect at the end of the current billing cycle. Cancellation of a subscription is as easy as signing up — Customer may cancel online through the account settings at any time without the need to contact Provider by phone or other means.

8.4 Refunds

All Fees are non-refundable except as expressly set forth in this Agreement or as required by applicable Law. If Customer terminates this Agreement for cause pursuant to Section 14.3, Provider shall refund to Customer any prepaid Fees for Services not yet provided as of the effective date of termination.

8.5 Taxes

All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider's income.

8.6 Late Payments and Suspension

If Customer fails to make any payment when due, Provider may, without limiting its other rights and remedies: (a) charge interest on the past-due amount at a rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable Law, whichever is less, from the date such payment was due until paid; and (b) suspend Customer's access to the Subscription Services upon fifteen (15) days' prior written notice if such failure continues uncured.

9. Intellectual Property Rights

9.1 Ownership of Customer Data

Customer may, but is not required to, provide Customer Data to Provider in connection with this Agreement. As between Customer and Provider, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject only to the limited license granted in Section 9.2.

9.2 Limited License to Customer Data

Customer hereby grants Provider a limited, royalty-free, fully paid-up, non-exclusive, non-transferable, and non-sublicensable license to Process the Customer Data in the United States strictly as necessary to provide the Services for Customer's benefit as provided in this Agreement for so long as Customer uploads or stores such Customer Data for Processing by or on behalf of the Provider on the Provider Systems. For the avoidance of doubt:

9.3 Provider Materials

Provider is and will remain the sole and exclusive owner of all right, title, and interest in and to the Provider Materials, including all Intellectual Property Rights therein. All intellectual property rights in the Subscription Services, including but not limited to software, algorithms, AI Technology, trademarks, logos, and content, are owned by or licensed to Provider. This Agreement does not grant Customer any ownership rights in the Provider Materials.

9.4 User Content

By uploading or submitting content to the Subscription Services, Customer retains ownership of such content. Customer grants Provider a non-exclusive, royalty-free license to use, store, and Process such content solely for the purpose of providing the Services. Provider makes no claim of ownership to Customer's content.

9.5 Feedback

If Customer provides Provider with any suggestions, ideas, enhancement requests, feedback, or recommendations regarding the Subscription Services ("Feedback"), Provider may use such Feedback without restriction or obligation to Customer, and Customer hereby irrevocably assigns to Provider all right, title, and interest in and to such Feedback.

9.6 No Implied Rights

Except for the limited licenses expressly provided in this Agreement, nothing contained in this Agreement shall be construed as granting either party any right, title, or interest in or to the other party's Intellectual Property Rights, whether by implication, estoppel, or otherwise.

10. Data Privacy and Security

10.1 Data Collection and Use

Provider collects and processes the following categories of Customer Data in connection with the Services: (a) account registration data (name, email, company, business type); (b) website URLs and crawl data; (c) keyword and ranking data; (d) backlink data; (e) AI-generated content; (f) email addresses for outreach campaigns; (g) social media account OAuth tokens; (h) Google Ads account data; (i) business location data; and (j) AI API usage tracking. Provider uses Customer Data solely to provide, maintain, and improve the Services.

10.2 Third-Party Data Sharing

Provider may share Customer Data with the following categories of third-party service providers solely as necessary to provide the Services: (a) AI service providers (OpenAI, Anthropic, Google); (b) data analytics providers (Google Search Console, Moz); (c) cloud infrastructure providers (Amazon Web Services); and (d) payment processors (Stripe). Provider shall not sell Customer Data to any third party.

10.3 Information Security

Provider shall maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. Provider shall promptly notify Customer of any Security Breach affecting Customer Data, and in no event later than seventy-two (72) hours after becoming aware of such Security Breach.

10.4 Data Retention and Deletion

Upon termination or expiration of this Agreement, or upon Customer's written request, Provider shall, within thirty (30) days: (a) return to Customer all Customer Data in a machine-readable format; or (b) at Customer's written direction, permanently delete and erase all Customer Data from all Provider Systems. Provider may retain Customer Data only to the extent required by applicable Law.

10.5 CCPA/CPRA Compliance

To the extent the California Consumer Privacy Act (CCPA) or the California Privacy Rights Act (CPRA) applies, Provider acts as a "service provider" (as defined in the CCPA/CPRA) with respect to Customer Data. Provider shall not retain, use, or disclose Customer Data for any purpose other than providing the Services, and shall not sell or share Customer Data as those terms are defined under the CCPA/CPRA.

10.6 Children's Privacy

The Subscription Services are not directed to, and Provider does not knowingly collect Personal Information from, children under the age of thirteen (13). If Provider becomes aware that it has collected Personal Information from a child under thirteen (13), Provider will take steps to promptly delete such information.

11. Confidential Information

11.1 Definition

"Confidential Information" means information in any form or medium (whether oral, written, electronic, or other) that a party (the "Disclosing Party") considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations. Without limiting the foregoing, (a) all Customer Data (including all Personal Information) is and will remain the Confidential Information of Customer; and (b) the Subscription Services and Documentation are and will remain the Confidential Information of Provider.

11.2 Exclusions

Confidential Information does not include information that: (a) was rightfully known to the receiving party (the "Receiving Party") without restriction on use or disclosure prior to disclosure under this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party's noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information. Notwithstanding the foregoing, none of these exclusions apply to Customer Data.

11.3 Obligations

The Receiving Party shall: (a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under this Agreement; (b) not disclose Confidential Information other than to its representatives who need to know such information and are bound by confidentiality obligations at least as protective as the terms herein; (c) safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its most sensitive information and in no event less than a reasonable degree of care; and (d) promptly notify the Disclosing Party of any unauthorized disclosure or use.

12. Representations, Warranties, and Covenants

12.1 Mutual Representations and Warranties

Each party represents and warrants to the other party that: (a) it has the full right, power, and authority to enter into this Agreement and perform its obligations hereunder; and (b) when accepted, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable in accordance with its terms.

12.2 Provider Representations and Warranties

Provider represents, warrants, and covenants to Customer that:

12.3 DISCLAIMER OF WARRANTIES

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SUBSCRIPTION SERVICES AND ALL AI FEATURES AND AI CUSTOMER OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ANY AI CUSTOMER OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT AI TECHNOLOGY IS INHERENTLY IMPERFECT AND MAY PRODUCE INACCURATE, INCOMPLETE, OR BIASED RESULTS. CUSTOMER USES AI FEATURES AND AI CUSTOMER OUTPUTS AT ITS OWN RISK.

13. Indemnification

13.1 Indemnification by Provider

Provider shall indemnify, defend, and hold harmless Customer and Customer's officers, directors, employees, agents, successors, and assigns from and against any and all Losses incurred by Customer resulting from any Action by a third party that arises out of or results from: (a) Provider's breach of any representation, warranty, covenant, or obligation under this Agreement; (b) any negligence or more culpable act or omission of Provider in connection with the performance of any Services; or (c) the Subscription Services or Customer's use thereof infringing, misappropriating, or otherwise violating such third party's United States Intellectual Property Rights.

13.2 Indemnification by Customer

Customer shall indemnify, defend, and hold harmless Provider and its officers, directors, employees, agents, successors, and assigns from and against all Losses incurred by Provider resulting from any Action by a third party that arises out of or results from: (a) any claim that any Customer Data is unlawful or infringes, misappropriates, or otherwise violates such third party's Intellectual Property Rights, provided that Customer shall have no liability to the extent such claim arises from Provider's breach of this Agreement or unauthorized Processing of Customer Data; or (b) any use of the Subscription Services by Customer or any Authorized User that materially violates the terms of this Agreement.

13.3 Indemnification Procedure

The party seeking indemnification shall promptly notify the indemnifying party in writing of any Action for which it seeks indemnification and cooperate with the indemnifying party at the indemnifying party's sole cost and expense. The indemnifying party shall immediately take control of the defense and investigation of such Action. The indemnifying party shall not settle any Action on any terms that adversely affect the rights of the other party without such party's prior written consent.

14. Limitation of Liability

14.1 EXCLUSION OF DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

14.2 CAP ON MONETARY LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14.3 Exceptions

The exclusions and limitations in Sections 14.1 and 14.2 shall not apply to: (a) a party's indemnification obligations under this Agreement; (b) a party's violation of applicable Laws; (c) a party's breach of its confidentiality obligations under Section 11; (d) Provider's liability for or associated with a Security Breach; (e) a party's gross negligence or willful misconduct; or (f) Losses relating to death, bodily injury, or damage to real or tangible personal property.

15. Term and Termination

15.1 Term

This Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect for so long as Customer maintains an active account or active subscription to the Subscription Services (the "Term").

15.2 Service Term

The term of each subscription begins on the date Customer subscribes to a subscription plan and continues for the billing cycle applicable to such plan (monthly or annually). The subscription will automatically renew for successive periods of the same duration unless Customer cancels prior to the end of the then-current billing cycle (the "Service Term").

15.3 Termination for Cause

Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (a) is incapable of cure; or (b) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach. Customer may terminate this Agreement immediately upon written notice to Provider in the event of a Security Breach.

15.3.1 Provider's Right to Terminate

In addition to the foregoing, Provider may terminate this Agreement and suspend or terminate Customer's access to the Subscription Services with immediate effect upon written notice to Customer if Customer: (a) fails to pay any amount when due under this Agreement and such failure continues for fifteen (15) days after Customer's receipt of written notice of nonpayment; (b) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part, including the Use Restrictions in Section 3.4 or the Acceptable Use provisions in Section 7.3; (c) becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors; or (d) engages in any activity that Provider reasonably determines may harm the Subscription Services, Provider's systems, or other users of the Subscription Services.

15.4 Termination for Convenience

Customer may terminate this Agreement at any time without cause by canceling its subscription and closing its account, subject to Section 8.3 regarding cancellation timing.

15.5 Effect of Termination or Expiration

Upon termination or expiration of this Agreement for any reason:

15.6 Survival

Any right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement will survive any expiration or termination of this Agreement, including provisions related to intellectual property rights, confidentiality, data privacy, indemnification, representations and warranties, limitations of liability, and effects of termination.

16. Governing Law and Dispute Resolution

16.1 Governing Law

This Agreement is governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the Commonwealth of Pennsylvania.

16.2 Submission to Jurisdiction

Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Pennsylvania, in each case located in Bucks County, Pennsylvania, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

16.3 WAIVER OF JURY TRIAL

EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

16.4 Equitable Relief

Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under this Agreement may cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages.

17. General Provisions

17.1 Modifications to Service

Provider reserves the right to modify, update, or discontinue any part of the Subscription Services at any time. Provider will make commercially reasonable efforts to notify Customer of material changes through email or in-app notifications at least thirty (30) days prior to such changes taking effect. Customer's continued use of the Subscription Services after such changes constitutes acceptance of the modified Services.

17.2 Changes to Terms

Provider may update this Agreement from time to time. If Provider makes material changes, Provider will notify Customer via email or through the Subscription Services at least thirty (30) days before such changes take effect. Customer's continued use of the Subscription Services after the effective date of any modified terms constitutes Customer's acceptance of the updated Agreement. If Customer does not agree to the modified terms, Customer must stop using the Subscription Services and cancel its subscription before the changes take effect.

17.3 Force Majeure

Neither party shall be liable to the other party for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by acts of God, flood, fire, earthquake, or explosion; war, invasion, hostilities, terrorist threats or acts, riot, or other civil unrest; embargoes or blockades; national or regional emergency; passage of Law or any action taken by a governmental authority; or other events outside the reasonable control of the affected party; provided that (i) such event is outside the reasonable control of the affected party; (ii) the affected party provides prompt notice to the other party; and (iii) the affected party uses diligent efforts to end the failure or delay. Notwithstanding the foregoing, shutdowns, disruptions, or malfunctions of the Provider Systems or any of Provider's internet services shall not be considered a Force Majeure Event unless caused by general and widespread internet or telecommunications failures.

17.4 Relationship of the Parties

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties.

17.5 Assignment

Customer shall not assign or otherwise transfer any of its rights under this Agreement without Provider's prior written consent, except that Customer may assign this Agreement in its entirety to an affiliate or in connection with any merger, consolidation, or sale of all or substantially all of Customer's business. Provider may assign this Agreement without Customer's consent. Any purported assignment in violation of this section is void.

17.6 Notices

All notices under this Agreement shall be in writing. Provider may provide notices to Customer via the email address associated with Customer's account or through in-app notifications. Customer may provide notices to Provider at the contact information set forth in Section 18.

17.7 Entire Agreement

This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. No browsewrap, shrinkwrap, clickwrap, or other non-negotiated terms and conditions provided with any of the Services or Documentation will constitute a part or amendment of this Agreement or be binding on Customer, except for this Agreement itself as accepted through the account registration process.

17.8 Severability

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

17.9 Waiver

No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing. No failure to exercise, or delay in exercising, any rights arising from this Agreement will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right preclude any other or further exercise thereof or the exercise of any other right.

17.10 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

17.11 Cumulative Remedies

Except as otherwise expressly set forth in this Agreement, all rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, or otherwise.

17.12 Amendment and Modification

Except as set forth in Section 17.2, this Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.

18. Contact Information

If you have any questions or concerns about this Agreement, please contact us at:

Privacy Policy  |  Return to Maximus