Customer Terms

Version: 12 November 2026 (revision 2).

These Customer Terms govern the Services supplied by Performance Hub Inc, 251 Little Falls Drive, Wilmington, DE 19808, United States ("Performance Hub", "we", "us"). Our telephone number is +1 (302) 244-5288. The preferred contact method is a support ticket.

Important — self-service platform. Performance Hub is a self-service business platform. You are responsible for how you configure and use the Services, including CCTV, biometric and audio features, Door and Gate Access, Duress, Agents and Model Router, and for the notices, consents, signage and decisions your use requires. The Services are not supplied as a certified life-safety, fire or monitored alarm system unless the relevant function and applicable certification are expressly identified in an Order. Unless an Order expressly includes staffed monitoring or dispatch, we do not undertake those services. Maintain the independent emergency safeguards required for your deployment. See sections 9, 13, 14 and 15 and the applicable schedules.

1. Agreement and scope

Customer, you and your mean the business or other organisation identified in the applicable order or account registration. Order means an accepted order form, checkout order or other written agreement specifying purchased products, features, charges and any committed term. Services means the software, hosted services, agents, AI capabilities, device software, hardware and related services that we agree to supply. Availability of a feature in documentation does not mean it is included in your purchase.

The Agreement consists of these Terms, the Order and the following documents to the extent relevant to your use:

• AI, Model Router and Agent Terms.
• Surveillance, Audio and Biometric Terms.
• Hardware and Device Terms.
• Data Processing Addendum, where we process personal data on your behalf.
• Acceptable Use Policy.
• An agreed Enterprise Deployment Schedule, where applicable.

Mandatory law and mandatory international-transfer terms take priority. The Data Processing Addendum takes priority on personal-data processing. For other conflicts, a negotiated written provision expressly varying the relevant term takes priority, followed by the Order, an agreed Enterprise Deployment Schedule, the applicable service-specific terms, and these Terms. The Privacy Policy, Biometric Data Policy and Cookie Policy explain personal-data practices; they are not a substitute for the processing agreement or an individual's required consent.

You enter the Agreement by signing or electronically accepting it through the relevant order or registration process. Checking a box, clicking to agree, or another recorded electronic acceptance is a binding signature under applicable electronic-signature law, including the United States ESIGN Act and UETA where they apply. We may retain a record of the accepting person, their authority, the organisation, the time, the accepted document versions and related technical data reasonably needed to evidence acceptance.

The person accepting must have authority to bind the Customer and be legally able to enter a contract. The Services are offered for business and organisational use. You confirm that you acquire them for those purposes. Personal or household use requires our express written agreement. We may decline an application outside this scope or address an account used outside its agreed scope through section 10. A business-use confirmation does not waive statutory protections that apply to a particular purchase or party.

2. Accounts and authorised users

Provide accurate account and billing information, maintain an authorised account contact, and keep access credentials and API keys secure. You control your users, administrator privileges, integrations and customer-managed equipment. You are responsible for their use to the extent that it is authorised by you or results from your failure to meet your obligations, but not for unauthorised use caused by our breach of the Agreement.

Promptly report suspected compromise through the support route and take reasonable steps within your control to contain it. Do not share access outside the scope of your subscription, bypass access or billing limits, or misrepresent your location or identity to evade lawful restrictions. A facility visitor, recorded person or other data subject does not become a party to these Terms merely because a Customer uses the Services in relation to them.

3. Supply, licence and changes to features

We will supply the Services described in your Order subject to the Agreement. During the applicable term, you may use the supplied software and documentation for your lawful internal business purposes within your purchased scope. Hardware ownership and any separate software licence are governed by the Hardware and Device Terms and Order. A subscription does not confer ownership of our software, models, interfaces or other intellectual property.

Except where the law or an applicable third-party licence permits otherwise, you must not copy, reverse engineer, distribute, sell, sublicense or commercially exploit the Services outside the agreed scope. You may use supported integrations, APIs, MCP connections, applications and customer-facing functionality for their intended purposes, subject to the Agreement, applicable rate limits and security controls. You are responsible for the applications, automations, OAuth or other grants, Partner connections and API or MCP clients you build, enable or authorise, and for their authorised actions, subject to the responsibility allocation in section 2. This does not make you responsible for unauthorised activity caused by our breach. A Partner Program, reseller, managed-service, white-label or similar arrangement is available only under a separate written partner or reseller agreement, or an Order that expressly authorises that activity.

If you voluntarily provide suggestions or feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use that feedback to operate and improve the Services without compensation or attribution obligations. This licence excludes Customer Data, personal data and your confidential information, and does not authorise identifying you as the source in public marketing without your permission.

We may maintain and update the Services and address legal, security or supplier requirements. Separate notice of routine maintenance, updates or feature changes is required only where the Agreement or applicable law requires it. We will not use a change provision to remove the substance of a paid commitment without the notice, consent or remedy required by the Agreement or law. If a material reduction during a prepaid committed term prevents the agreed use and we cannot provide a materially equivalent solution, you may terminate the affected Services and recover unused prepaid fees for the period after termination, subject to any greater rights required by law. Urgent security or legal action may take effect without prior notice to the extent permitted by the Agreement and applicable law.

4. Customer Data and permissions

Customer Data means information you or your authorised users provide, connect, capture or cause to be processed through the Services, including recordings, audio, transcripts, biometric data, prompts, files, retrieved context, customer records and generated results associated with your account. This definition does not give you ownership of another person's information or rights that cannot be owned or transferred.

You retain your rights in Customer Data. You grant us the permissions needed to receive, host, transmit, process and display it to supply and secure the contracted Services and follow your lawful instructions. Those permissions are limited by the Data Processing Addendum, agreed deployment restrictions and applicable law. They are not a general licence to sell Customer Data or use it to train models for an unrelated purpose.

You are responsible for having the rights and lawful authority needed for your instructions, content, configured sources and intended use. This includes required notices, consent, confidentiality permissions, employment and surveillance procedures, and lawful transfer arrangements within your responsibility. Content assembled automatically by an agent under your settings is included. We remain responsible for our own processing, security, contractual commitments and other duties imposed on us by law.

Outputs may involve third-party intellectual property and may not qualify for exclusive protection. As between you and us, we do not claim ownership of your generated Outputs merely because you use the Services, but no provision guarantees that an Output is unique, protectable or free of another person's rights.

5. Configuration, security and records

You must select settings appropriate to your use, limit access to authorised people, review connected-app permissions and protect infrastructure you control. You decide lawful retention periods, export needs and whether independent backups are required. A retention setting or purchased storage allowance does not override a legal requirement to delete information sooner.

Cloud, local and hybrid processing depend on the services and configuration selected. Only enabled Model Router destinations are available for routing or fallback. Enterprise local-only processing and hybrid processing are addressed in the AI terms and Enterprise Deployment Schedule. A local model does not make a separately selected cloud agent, external integration or backup local.

Access by our staff for remote support must be initiated and authorised by you. That authorisation is limited to the access and purpose agreed for the support engagement. Any automatic management or telemetry functions must be separately documented; they do not grant standing human support access.

The Services are not a substitute for your statutory recordkeeping, legally required security controls, independent safety systems or preservation of original evidence. These customer duties do not reduce the security, retention, assistance or deletion obligations that we have agreed or must meet by law.

6. Charges, subscriptions and usage

Your Order and the applicable pricing information determine the currency, charges, billing unit, payment date, renewal period and committed term. Usage services may be metered by the disclosed unit, such as tokens, requests, storage, recording capacity or device subscriptions. A workflow may generate multiple billable operations. Applicable rates and charging events must be made available before you incur them; these Terms do not independently authorise undisclosed charges.

Pricing sources and priority. Review the Platform Pricing page, the Model Router catalogue, and the current pricing applicable to your account in Billing & Cost Management → Pricing. An accepted Order or agreed custom rate card takes priority according to its terms, including any fixed rates, pricing formula, adjustment mechanism or agreed duration. Otherwise, applicable account-specific rates take priority over public standard rates. A different figure displayed in an account does not by itself override an agreed pricing commitment. Historical invoices, usage summaries and cost estimates are not the current rate card.

Variable pricing. Unless an agreed pricing commitment provides otherwise, standard rates are variable and may change from time to time, including automatically to reflect upstream model-provider pricing. Updated rates take effect for future usage from the effective date or time shown in the relevant pricing source, which must be no earlier than when the updated rate is made available there. Except where applicable law or your Order requires otherwise, publication or display in that pricing source is sufficient and no separate individual notice or advance notice period applies. This mechanism changes variable rates; it does not by itself authorise a new charging category, a different billing unit, a change to an agreed pricing formula or a change to the Agreement's other terms.

Rate changes do not reprice usage already incurred, a billing unit already commenced at an agreed rate, an accepted hardware purchase or an expressly agreed fixed-price commitment. The applicable rate is the rate in force when the relevant request or billing unit begins, unless an expressly agreed pricing formula provides otherwise. Recurring subscription and renewal changes are also subject to section 7. Purchasing a prepaid credit balance does not fix the rate of future usage or purchase a fixed quantity of model usage unless expressly agreed.

Your responsibility. You must review the applicable current rates before authorising usage and monitor rates and spending for ongoing usage, including enabled models, automatic routing, scheduled agents, continuously running services and other operations you authorise. A separate approval is not required for each billable operation within your authorised settings. If you do not accept a variable rate, stop or adjust the affected future usage, subject to your existing commitments and mandatory rights. Disabling an agent task or model does not necessarily stop separate hosting, storage, device or subscription charges; use the relevant billing and cancellation controls.

You authorise charges to the payment method you supply for amounts properly due. Automatic renewal, balance replenishment or automatic top-up applies only where disclosed and authorised through the Order or billing settings. Estimates and budgets are not hard spending limits unless expressly described and supplied as such. Protect credentials that can incur usage charges.

Prices exclude taxes unless stated otherwise. You must pay taxes properly chargeable on your purchase, except taxes on our net income. Any legally required withholding must be supported by the required documentation; no gross-up is implied unless your Order expressly provides it and the law permits it.

Report a disputed charge with sufficient detail through support. We may request information reasonably needed to investigate. A stated administrative reporting period does not remove a statutory right to challenge an incorrect charge. Pay undisputed amounts when due. Suspension for nonpayment is subject to section 10 and must not be used to prevent a legally required complaint or data-access process.

7. Cancellation, renewal and refunds

Cancel through the available account control or by a support ticket from an authorised account contact. Cancellation stops renewal at the end of the applicable paid or committed period unless the Order or mandatory law provides an earlier right. Charges already properly incurred remain payable. Removing a device, stopping usage or disabling a feature does not itself cancel a separately disclosed subscription unless the applicable billing rules say that it does.

We do not offer a general voluntary change-of-mind refund or a universal 30-day hardware return right under these Terms. Unused capacity, unused prepaid usage and mid-period cancellation do not by themselves create a discretionary refund entitlement. Any express return offer in your Order and all non-excludable cancellation, refund, warranty and other remedies remain available. Previously accrued or binding entitlements are not removed by publishing new Terms.

Changes to recurring subscription or renewal rates apply prospectively to the next applicable billing period or renewal for which the changed rate is available under section 6, subject to any committed pricing period. We provide separate notice, obtain consent or provide a cancellation opportunity only to the extent required by applicable law or your Order. An expressly agreed fixed price is not changed during its committed period unless the Order expressly and lawfully permits the change. Variable usage rates may change during a subscription under section 6 where no fixed-rate commitment applies.

8. Third-party services and AI limitations

Third-party models, software, networks and integrations may be subject to their own disclosed licences, restrictions and availability. You are responsible for accounts you contract for directly and for authorising their connection. We do not independently warrant another provider's model performance, accuracy, availability, continuity or service levels. An upstream provider's SLA does not automatically become an SLA from us to you.

We remain responsible for the Services we contract to supply and for third parties acting as our subprocessors to the extent required by the Data Processing Addendum and law. Describing a model or provider as third party does not exclude those obligations.

AI can make mistakes, omit information and take unintended actions under the permissions you grant. You must evaluate Outputs and use appropriate human supervision, especially for decisions affecting access, safety, employment, rights, finances or other significant interests. The AI terms provide the detailed allocation of responsibilities.

9. Support, availability and service limitations

The preferred support channel is support tickets. No fixed support-response time, resolution time, uptime, latency, throughput, recovery objective or service credit applies unless expressly stated in an applicable Order or required by law.

Life-safety, security and emergencies. THE SERVICES ARE NOT SUPPLIED AS A CERTIFIED LIFE-SAFETY, FIRE, BURGLAR OR MONITORED ALARM SYSTEM UNLESS THE RELEVANT FUNCTION AND APPLICABLE CERTIFICATION ARE EXPRESSLY IDENTIFIED IN AN ORDER. THEY ARE NOT A SUBSTITUTE FOR PUBLIC EMERGENCY SERVICES. This limitation applies to safety-critical reliance on Door and Gate Access, Duress, CCTV, Agents, notifications, automations and related features. Unless an Order expressly includes staffed monitoring or dispatch, we do not undertake continuous human monitoring of premises or recordings, or dispatch of police, fire, ambulance or other responders. We do not provide an additional guarantee of detection, incident prevention, continuous recording, successful locking or unlocking, or delivery of every alert beyond our express supply obligations and non-excludable rights.

You must maintain independent, legally required emergency egress and access, local release or override where required, and tested response procedures. Do not make an Agent, model output, internet connection or hosted notification the only means of an emergency response or required safe egress. These requirements permit ordinary supported access-control, recording and incident workflows within the agreed scope. Contact the appropriate public emergency service for an immediate threat. Responsibility for a failure is allocated under the Agreement and applicable law; these provisions do not exclude a mandatory safety or supplier duty or negate the Services expressly purchased.

Subject to our express supply obligations and non-excludable rights, the Services are provided "AS IS" and "AS AVAILABLE". We do not warrant uninterrupted or error-free operation, any particular commercial outcome, or suitability for a purpose that we have not agreed to meet. Connectivity, power, local equipment, authorised integrations and customer configuration can affect operation. A disclaimer does not excuse a failure to supply a purchased service as required by the Agreement or law.

Trials, previews and beta features may change or end and may have limitations identified when offered. Their label does not remove applicable personal-data protection or mandatory legal obligations. Do not use a preview for a critical operational purpose unless the risk and deployment are expressly accepted in an Order.

10. Suspension and termination

We may restrict the affected access where reasonably necessary to address a credible security threat, unlawful use, a material Agreement breach, unpaid undisputed charges, a binding authority requirement or a supplier restriction that prevents continued lawful provision. We will give notice and an opportunity to resolve the issue where reasonably practicable and lawful. An urgent restriction may take effect first. Its scope and duration must be proportionate to the reason for it.

Either party may terminate for a material breach that is not remedied within a reasonable period after written notice identifying it, where the breach is capable of remedy. A party may terminate immediately where continuation is unlawful or the breach cannot reasonably be remedied. Your Order may set out other lawful termination events. We may discontinue an uncommitted service on reasonable notice, subject to any mandatory longer period.

If we terminate prepaid Services for our convenience or because we can no longer lawfully supply them, and the cause is not your breach, we will refund the unused prepaid amount for the affected period. If we materially breach the Agreement, your contractual and mandatory remedies remain available. Termination does not waive a properly accrued payment obligation, create an automatic penalty or authorise retention of money that the law requires to be refunded.

11. Data and equipment at the end of service

You should export information you need before expiry using the available tools and request any required assistance through support. We will provide return, deletion, transition and switching rights required by the Data Processing Addendum, your Order or applicable law. We do not promise indefinite storage, indefinite account access or a free bespoke migration service. Any optional migration work and lawful charge must be agreed before it is performed.

We may delete Customer Data after the applicable return/deletion process, subject to lawful retention requirements. Personal data retained because the law requires it remains protected and may be used only for the permitted purpose. Biometric retention limits take priority over a general storage setting. Hardware return, rental, decommissioning and continuing functionality are governed by the Hardware and Device Terms and Order.

12. Confidentiality

Each party must protect the other's nonpublic business, security and technical information disclosed in connection with the Agreement using reasonable care, use it only for the Agreement, and disclose it only to people or service providers who need it for that purpose and are subject to suitable confidentiality duties. This does not apply to information lawfully public, independently developed, already lawfully known or lawfully received without restriction.

A legally compelled disclosure is permitted to the extent required, with reasonable steps to limit unnecessary disclosure. Notice of such a disclosure is required only to the extent required by applicable law, the Data Processing Addendum, an Order or another expressly agreed term. Personal data and confidential Customer Data remain subject to the additional protections and restrictions in the Data Processing Addendum, including any mandatory transfer terms. This paragraph does not authorise a disclosure prohibited by those provisions. These duties survive termination for as long as the information remains confidential.

13. Mandatory rights and warranty limits

Nothing in the Agreement excludes or restricts a right, guarantee, duty or remedy that cannot lawfully be excluded or restricted. This includes applicable consumer guarantees, product safety and recall obligations, privacy and data-protection rights, and liability for fraud or any other matter that the law makes non-excludable. Business purchases may still attract statutory protections.

TO THE EXTENT PERMITTED BY LAW, AND SUBJECT TO OUR EXPRESS COMMITMENTS AND THE RIGHTS PRESERVED ABOVE, THE SERVICES AND HARDWARE ARE PROVIDED "AS IS" AND "AS AVAILABLE". WE EXCLUDE ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

For an Australian supply of goods or services not ordinarily acquired for personal, domestic or household use, where section 64A of the Australian Consumer Law permits a limitation and it is fair and reasonable, our liability for a failure to meet an applicable guarantee is limited, at our option, to replacement or repair of goods, supplying equivalent goods, paying the cost of those remedies, resupplying services or paying the cost of resupply, as applicable. That limitation does not apply where prohibited, including where the relevant statutory conditions are not met.

14. Limits of liability

Subject to section 13 and the exceptions below, neither party is liable under the Agreement for indirect, incidental, special, consequential, punitive or exemplary loss, or for lost profits, revenue, business opportunities, anticipated savings or goodwill, whether characterised as direct or indirect and whether or not advised of the possibility. Loss or corruption of data and the cost of restoring data or obtaining substitute services are excluded to the extent they are indirect or consequential; any recoverable direct loss remains subject to the financial cap and other terms below. This does not remove an expressly agreed refund or remedy, or a non-excludable right.

Subject to the exceptions below, each party's aggregate liability arising out of or relating to the Agreement is limited to the charges actually paid by the Customer to Performance Hub for the affected Services during the 12 months immediately before the event first giving rise to the claim. For a hardware claim, the purchase price paid for the affected hardware is included, once only, even if paid outside that period. Related events are treated as one event for this purpose. These limitations apply to claims in contract, tort, statute or otherwise to the extent legally permitted. They do not make a limitation effective where mandatory law prevents it.

These exclusions and caps do not limit fees properly due, fraud, wilful misconduct, or liability that cannot lawfully be limited, including, where applicable, death or personal injury caused by negligence and mandatory consumer-law remedies. The customer indemnity in section 15 is subject to this financial cap and these exceptions unless a separately negotiated Order expressly agrees a different lawful allocation. A routine breach of the Acceptable Use Policy or a licence restriction does not by itself create an additional uncapped exception.

No term limits a regulator's statutory powers or makes a person who is not a party waive their rights, including mandatory data-protection rights. Mandatory international-transfer terms take priority over an inconsistent commercial limitation. Commercial claims between the parties remain subject to this section only to the extent compatible with those requirements.

The parties acknowledge that the agreed charges reflect the scope of the Services and this allocation of risk. That acknowledgement does not reduce mandatory rights or alter an express commitment.

15. Customer indemnity for third-party claims

To the extent permitted by law, you must defend and indemnify Performance Hub and its officers, directors, employees and agents against third-party claims, investigations or proceedings to the extent caused by:

• Your collection, submission, use or disclosure of Customer Data without required rights, lawful authority, notices, consent or permissions, including applicable recording, biometric, audio, employment and surveillance requirements.
• Infringement of another person's intellectual property, confidentiality or other rights by material or models you supply or authorise, to the extent attributable to that material or your instructions rather than our independently supplied technology or conduct.
• Your unlawful instructions, misuse of the Services, or breach of the Agreement that gives rise to the third-party claim, including actions of users or integrations for which you are responsible under the Agreement.

This includes qualifying claims by people affected by your deployment, such as employees, contractors, visitors and customers. A claim does not become your responsibility merely because it concerns information processed through the platform or a person using your premises. The cause and responsibility requirements above apply.

Recoverable amounts are damages finally awarded, settlements made in accordance with this section, and reasonable external defence costs. Fines or penalties are included only where they may lawfully be indemnified and are attributable to the conduct covered above. The indemnity does not cover the portion of a claim caused or contributed to by our negligence, breach of the Agreement, unlawful processing, use outside your lawful instructions, fraud or wilful misconduct, or another matter for which we are responsible. It does not transfer a non-delegable statutory duty to you.

The financial cap and exceptions in section 14 apply. A separately negotiated enterprise Order may agree a different lawful allocation for specified risks. No higher or uncapped indemnity arises merely from describing a purchase as enterprise.

We will notify you of a claim without unreasonable delay. A delay reduces your responsibility only to the extent it materially prejudices the defence. You must assume the defence of a claim within this section with competent counsel reasonably acceptable to us. We will provide reasonable cooperation at your cost and may participate with our own counsel at our cost.

You may not settle a claim by admitting fault for us, imposing a nonmonetary obligation on us or leaving us liable without our consent, which must not be unreasonably withheld. If you fail to assume or diligently conduct the defence after notice and a reasonable opportunity to do so, we may take over and reasonably settle the claim. We may also take over where an actual conflict of interest or a claim for urgent relief materially affecting the Services makes that reasonably necessary. We will consult you where practicable; any recovery remains limited to reasonable amounts attributable to an indemnifiable claim, subject to the allocation and cap above. No indemnity is owed where prohibited by applicable law.

16. International use, export and regulated activity

Availability of the website, a translated interface or a model in a catalogue does not establish that every feature or hardware product may lawfully be used in every location. Your use is subject to applicable sanctions, export controls, local restrictions, required permits and the territorial limits of third-party rights. You must not use or transfer the Services in a manner that causes either party to breach those laws, conceal a prohibited destination or provide false eligibility information. We retain our own compliance obligations.

Do not submit regulated health information or use the Services for another specially regulated activity unless the applicable feature, required contractual terms and deployment have been expressly agreed. General privacy terms do not constitute a business associate agreement, professional licence, regulated-service approval or certification for a safety-critical purpose.

17. Notices, disputes and general provisions

Send support and contractual notices through support, identifying the Customer, the relevant Order and the subject of the notice. Legal correspondence may also be sent to Performance Hub Inc at the address above. This does not alter mandatory rules for service of legal process.

We may send notices electronically to the authorised account or other designated contact, including by automated email or an account notification where that method meets the applicable requirement. You must keep those contact details current and monitor the designated account and contact channels. A notice becomes effective as applicable law, the Agreement and the permitted delivery method provide; your responsibility to monitor does not replace a notice we are required to give. Where a particular recipient, form, delivery method or timing is required, that requirement controls. Publication alone does not retrospectively amend an existing Order.

The Agreement is governed by Delaware law, excluding conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods, except where mandatory law requires otherwise. Subject to mandatory jurisdiction and applicable statutory rights, the state and federal courts located in Delaware have exclusive jurisdiction over disputes. Data subjects retain the forums and remedies provided by applicable privacy law and mandatory transfer clauses. Either party may seek urgent or injunctive relief in a competent court where legally available, including to protect intellectual property, confidential information or the security of the Services.

We may propose revised Terms for future orders or renewals. Material changes to an existing agreement must be notified before taking effect and accepted where required; they do not retrospectively remove accrued rights or override a negotiated commitment. If a proposed material adverse change applies to an uncommitted continuing service, you may stop the affected service before the change takes effect without a new termination penalty. If you continue to use that uncommitted service after the stated effective date, that continued use is acceptance of the revised Terms for future use of that service. Mandatory notice, refund and cancellation rights remain available.

A rate movement within the variable-pricing mechanism already accepted under section 6 is not, by itself, an amendment to these Terms requiring a separate contract-change notice. Sections 6 and 7, agreed pricing commitments and any mandatory notice, consent or cancellation requirements still apply. Changing the pricing mechanism or another contractual term is subject to the applicable contract-change requirements.

Neither party is responsible for delay caused by an event beyond its reasonable control to the extent that the law permits that relief and reasonable mitigation is used. This does not excuse a payment properly accrued, a required refund, or legal obligations that continue despite the event.

You may not assign or transfer the Agreement without our prior written consent, except to a successor that assumes your obligations in a genuine corporate reorganisation or sale of the relevant business, with notice to us. We may assign the Agreement to an affiliate or to a successor in a reorganisation, merger or sale of the relevant business if the successor assumes the obligations. Separate notice or consent for our assignment is required only where applicable law, the Data Processing Addendum, an Order or another expressly agreed term requires it. No transfer changes agreed personal-data protections without the required process.

The Agreement is the parties' agreement about its subject matter and replaces prior discussions to the extent legally permitted, without excluding liability for misrepresentation that cannot be excluded. A failure to enforce a provision is not a waiver. If a provision is unenforceable, the remaining provisions continue to the extent lawful; this is not permission to use an unlawful term. Neither party is the other's agent or partner. Provisions that by their nature should survive termination do so, including sections 4, 6 (accrued charges), 11, 12, 13, 14, 15, 16 and 17, the licence restrictions, and the Acceptable Use Policy as it applies to remaining data or access.

The contractual language is English. Translations of interfaces or documentation do not change the agreed legal text. Any mandatory requirement for a local-language disclosure or contract, and any right arising from a misleading translation, remains unaffected.