Sugarvet Oy Terms of Service

• 4.1 Fees. Unless the Order Form specifies a different currency, all Fees are in U.S. Dollars and exclusive of taxes. Except for any prorated refund expressly allowed by the Agreement, Fees are non-refundable.
• 4.2 Invoicing. For invoiced payment processes, Provider sends usage-based invoices in arrears and all other invoices in advance according to the Payment Process.
• 4.3 Automatic Payment. For automatic payment, Provider may charge the payment method on file according to the Payment Process, and Customer authorizes those charges.
• 4.4 Taxes. Customer is responsible for duties, taxes, and levies that apply to Fees and that Provider itemizes in an invoice, but not for Provider's income taxes.
• 4.5 Payment. Customer will pay Fees and taxes in U.S. Dollars unless the Order Form specifies a different currency.
• 4.6 Payment Dispute. Customer must raise good-faith fee disputes before payment is due, or within 30 days of an automatic payment, and must pay undisputed amounts on time. The parties will work together to resolve disputes within 15 days.

• 5.1 Order Form and Agreement. Each Order Form begins on the Order Date, continues through the Subscription Period, and automatically renews unless one party gives timely notice of non-renewal.
• 5.2 Framework Terms. These Framework Terms begin on the Effective Date and continue for the longer of one year or until all governed Order Forms have ended.
• 5.3 Termination. Either party may terminate immediately for an uncured material breach after 30 days notice, or upon notice if the other party materially breaches in a non-curable way, dissolves, makes an assignment for creditors, or remains in insolvency proceedings for more than 60 days.
• 5.4 Force Majeure. Either party may terminate an affected Order Form if a Force Majeure Event prevents the Product from materially operating for 30 or more consecutive days. Provider will refund prepaid Fees on a prorated basis for the unused remainder of the Subscription Period.
• 5.5 Effect of Termination. Upon expiration or termination, Customer loses the right to use the Product, Provider deletes Customer Content within 60 days on request, each recipient returns or destroys the other's Confidential Information, and Provider may issue a final invoice for outstanding Fees.
• 5.6 Survival. Specified provisions survive expiration or termination, including fees accrued, confidentiality, indemnification, limitations of liability, and certain rights around retained backup or record-retention copies of Confidential Information.

• 6.1 Mutual. Each party represents that it has authority to enter into the Agreement, is validly organized, will comply with Applicable Laws, and will comply with any Additional Warranties.
• 6.2 From Customer. Customer represents that it and its Users have all rights necessary to submit Customer Content and allow its use as described in the Agreement.
• 6.3 From Provider. Provider represents that it will not materially reduce the general functionality of the Cloud Service during the Subscription Period.
• 6.4 Provider Warranty Remedy. If Provider breaches Section 6.3, Customer must notify Provider within 45 days of discovery with sufficient detail. Provider then has 45 days to attempt restoration. If it cannot resolve the issue, Customer may terminate the affected Order Form and receive a prorated refund of prepaid Fees for the remainder of the Subscription Period.

Except for the warranties in Section 6, Provider makes no guarantee that the Product will always be safe, secure, error-free, uninterrupted, timely, or free from imperfections. To the maximum extent permitted by Applicable Laws, both Provider and Customer disclaim all other express or implied warranties and conditions, including merchantability, fitness for a particular purpose, title, and non-infringement.

• 8.1 Liability Caps. Except as provided in Section 8.4, each party's total cumulative liability for all claims arising out of or relating to this Agreement will not exceed the General Cap Amount, with separate treatment for Increased Claims where applicable.
• 8.2 Damages Waiver. Except as provided in Section 8.4, neither party will be liable for lost profits or revenues, or for consequential, special, indirect, exemplary, punitive, or incidental damages, even if informed in advance of the possibility.
• 8.3 Applicability. These limitations apply to all liability theories, including tort, negligence, contract, breach of statutory duty, or otherwise.
• 8.4 Exceptions. Certain Increased Claims, Unlimited Claims, breaches of confidentiality, and liabilities that cannot legally be limited are carved out from the liability limitations described above.

• 9.1 Protection by Provider. Provider will indemnify, defend, and hold harmless Customer from Provider Covered Claims and resulting out-of-pocket damages, awards, settlements, costs, and reasonable attorneys' fees.
• 9.2 Protection by Customer. Customer will indemnify, defend, and hold harmless Provider from Customer Covered Claims and resulting out-of-pocket damages, awards, settlements, costs, and reasonable attorneys' fees.
• 9.3 Procedure. Indemnification obligations depend on prompt notice, reasonable assistance at the indemnifying party's expense, and sole control of defense and settlement, subject to limits on settlements that materially and adversely impact the protected party.
• 9.4 Changes to Product. If necessary in response to a Provider Covered Claim, Provider may secure continued use rights, replace or modify the affected component without materially reducing functionality, or terminate the affected Order Form and provide a prorated refund.
• 9.5 Exclusions. Indemnification obligations exclude claims resulting from unauthorized modifications, improper use, unsupported combinations, or Customer's unauthorized use of Customer Content, as applicable.
• 9.6 Exclusive Remedy. Section 9 and any related termination rights describe each protected party's exclusive remedy and each indemnifying party's entire liability for a Covered Claim.

• 10.1 Non-Use and Non-Disclosure. Recipients may only use or disclose Confidential Information as authorized by the Agreement and must protect it using at least the same care used for their own similar information, and no less than a reasonable standard of care.
• 10.2 Exclusions. Confidential Information excludes information already known without obligation, publicly available through no fault of the recipient, rightfully received without confidentiality restrictions, or independently developed without using the disclosed information.
• 10.3 Required Disclosures. Recipients may disclose Confidential Information when required by Applicable Laws, subject to advance notice and reasonable cooperation where legally permitted.
• 10.4 Permitted Disclosures. Recipients may disclose Confidential Information to users, employees, advisors, contractors, and representatives with a need to know, so long as they are bound by equally protective confidentiality obligations.

Except for the limited license to copy and use Software and Documentation in Section 1.1, Provider retains all right, title, and interest in and to the Product. Except for the limited rights in Sections 1.5 and 1.6, Customer retains all right, title, and interest in and to the Customer Content.

• 12.1 Entire Agreement. This Agreement is the only agreement between the parties on its subject and supersedes all prior or contemporaneous statements. Provider rejects conflicting terms in Customer documents unless expressly agreed in a signed writing.
• 12.2 Modifications, Severability, and Waiver. Waivers and changes must be in writing and signed or electronically accepted by each party. Invalid provisions do not invalidate the remainder, and failure to enforce is not a waiver.
• 12.3 Governing Law and Chosen Courts. The Governing Law applies to disputes, and the parties submit to the exclusive jurisdiction of the Chosen Courts.
• 12.4 Injunctive Relief. A breach of confidentiality or a violation of intellectual property rights may entitle the non-breaching party to equitable relief, including injunctions, without posting a bond.
• 12.5 Non-Exhaustive Remedies. Except where the Agreement provides an exclusive remedy, available remedies remain cumulative.
• 12.6 Assignment. Neither party may assign without prior written consent, except in certain merger, change-of-control, reorganization, or sale situations. Unauthorized assignments are void.
• 12.7 Beta Products. Beta Products are provided AS IS, may be changed or removed at Provider's discretion, and are not covered by Section 6.3.
• 12.8 Logo Rights. Provider may identify Customer and use Customer's name and logo in marketing to identify Customer as a user of Provider's products and services.
• 12.9 Notices. Notices, requests, and approvals must be in writing and sent to the Notice Address, with timing based on confirmed delivery or overnight commercial delivery.
• 12.10 Independent Contractors. The parties are independent contractors and not agents, partners, or joint venturers.
• 12.11 No Third-Party Beneficiary. There are no third-party beneficiaries of this Agreement.
• 12.12 Force Majeure. Neither party is liable for delays or failures caused by Force Majeure Events, except that this does not excuse Customer's obligation to pay Fees.
• 12.13 Export Controls. Customer may not export or re-export the Product or related technology in violation of export control or sanctions laws and represents that it is not a prohibited party. Provider may terminate immediately to comply with those laws.
• 12.14 Government Rights. The Cloud Service, Software, and Documentation are commercial items and commercial computer software, and U.S. Government use is governed solely by this Agreement.
• 12.15 Anti-Bribery. Neither party will violate anti-bribery laws, including laws prohibiting giving or receiving anything of value to improperly retain or obtain business.
• 12.16 Titles and Interpretation. Section titles are for convenience only, references to including are non-exhaustive, and neither the CISG nor UCITA applies.
• 12.17 Signature. This Agreement may be signed in counterparts, including electronically, and all copies together form one agreement.

Capitalized terms used throughout the agreement, including Affiliate, Agreement, Applicable Laws, Cloud Service, Confidential Information, Customer Content, Fees, Framework Terms, Personal Data, Product, Software, Standard Terms, Usage Data, User, and Variable, carry the meanings assigned in the Key Terms, Order Form, and Common Paper Cloud Service Agreement Standard Terms Version 2.1.

For the full canonical set of defined terms, see the Common Paper standard at commonpaper.com/standards/cloud-service-agreement/2.1/ and the incorporated agreement text above.