Terms of Service

This page contains the End User Agreement for Carbon, consisting of:

The Bonterms Standard End User Agreement (Version 1.0)
Provider-Specific Terms

Provider-Specific Terms

The following Provider-Specific Terms supplement and modify the Bonterms Standard End User Agreement below:

1. Governing Law and Jurisdiction

Governing Law: This Agreement shall be governed by the laws of Australia, without regard to its conflict of laws principles.

Courts: Any legal action or proceeding arising under this Agreement will be brought exclusively in the courts located in Australia, and the parties hereby consent to personal jurisdiction and venue therein.

2. Provider Information

Provider: Curious Lab Group (a trading name of Gani Software Pty Ltd)

Contact: support@curiouslab.io

Website: https://www.carbontemplates.com/

3. Support Policy

Support for Carbon is provided through our service desk at: https://trj.atlassian.net/servicedesk/customer/portal/35

Support Hours: Monday to Friday, 9:00 AM to 5:00 PM Australian Eastern Standard Time (AEST), excluding public holidays.

Response Times:

Critical issues: We aim to respond within 24 hours during business hours
Standard support requests: We aim to respond within 48 hours during business hours
Response times are measured from when a ticket is submitted to our service desk during business hours

Support Channels:

Primary: Service desk portal (https://trj.atlassian.net/servicedesk/customer/portal/35)
Email: support@curiouslab.io

4. Data Processing Addendum

This Data Processing Addendum (“DPA”) forms part of the Agreement between Provider and Customer and governs the processing of Personal Data by Provider on behalf of Customer.

4.1 Definitions

For purposes of this DPA:

“Personal Data” means any information relating to an identified or identifiable natural person that Provider processes on behalf of Customer through the Product.
“Data Protection Laws” means all applicable laws relating to data protection and privacy, including GDPR, CCPA, and the Australian Privacy Act 1988.
“GDPR” means the General Data Protection Regulation (EU) 2016/679.
“Sub-processor” means any third party engaged by Provider to process Personal Data on behalf of Customer.

4.2 Roles and Scope

4.2.1 Roles: Customer is the Data Controller. Provider is the Data Processor acting on Customer’s behalf.

4.2.2 Subject Matter: The processing of Personal Data necessary to provide the Carbon application for Jira template management and issue cloning.

4.2.3 Duration: Processing continues for the duration of the Agreement.

4.2.4 Nature and Purpose: Provider processes Personal Data to:

Store and manage issue templates created by Customer’s users
Track template ownership and access permissions
Enable cloning and template application features
Provide customer support

4.2.5 Types of Personal Data:

Jira user account IDs
User display names
User email addresses (when available from Jira)
Issue content included in templates (which may contain Personal Data entered by Customer’s users)

4.2.6 Categories of Data Subjects:

Customer’s employees and contractors who use Jira
Other individuals whose data may be contained in Jira issues

4.3 Processing Instructions

4.3.1 Provider will process Personal Data only in accordance with Customer’s documented instructions, which include:

This Agreement and DPA
Customer’s use of the Product features
Any additional written instructions agreed by the parties

4.3.2 Provider will inform Customer if, in Provider’s opinion, an instruction infringes Data Protection Laws.

4.3.3 Provider will not process Personal Data for any purpose other than providing the Product, unless required by applicable law.

4.4 Confidentiality

Provider ensures that persons authorized to process Personal Data:

Are subject to confidentiality obligations
Process Personal Data only as instructed

4.5 Security Measures

4.5.1 Provider implements appropriate technical and organizational security measures, including:

Use of Atlassian’s Forge platform with enterprise-grade security
Data encryption in transit and at rest (via Forge infrastructure)
Access controls and authentication via Atlassian
Regular security updates and patches

4.5.2 Provider’s Product is hosted on Atlassian’s Forge platform, which maintains SOC 2 Type II certification.

4.6 Sub-processors

4.6.1 Authorized Sub-processors: Customer authorizes Provider to engage the following Sub-processors:

Sub-processor	Purpose	Location
Atlassian Pty Ltd	Cloud hosting (Forge platform), data storage, authentication, support desk	Global (region-specific per Customer’s Jira instance)
Functional Software, Inc. (Sentry)	Error monitoring (no Personal Data transmitted)	United States

4.6.2 Sub-processor Obligations: Provider ensures that Sub-processors are bound by data protection obligations no less protective than this DPA.

4.6.3 New Sub-processors: Provider will notify Customer of any intended changes to Sub-processors by updating the list above. Customer may object to a new Sub-processor by contacting Provider within 30 days of notification.

4.7 Data Subject Rights

4.7.1 Provider will assist Customer in responding to requests from data subjects to exercise their rights under Data Protection Laws (access, rectification, erasure, portability, objection).

4.7.2 If Provider receives a request directly from a data subject, Provider will promptly redirect the request to Customer unless prohibited by law.

4.7.3 Provider will provide reasonable assistance taking into account the nature of processing and information available to Provider.

4.8 Data Breach Notification

4.8.1 Provider will notify Customer without undue delay (and in any event within 72 hours) after becoming aware of a Personal Data breach affecting Customer’s data.

4.8.2 Notification will include:

Description of the nature of the breach
Categories and approximate number of data subjects affected
Likely consequences of the breach
Measures taken or proposed to address the breach

4.9 Audit Rights

4.9.1 Provider will make available to Customer information necessary to demonstrate compliance with this DPA.

4.9.2 Customer may request an audit of Provider’s data processing activities upon reasonable notice. Provider may satisfy this requirement by providing:

Third-party audit reports or certifications (e.g., Atlassian’s SOC 2 report)
Written responses to Customer’s reasonable questions
Remote assessment where appropriate

4.9.3 Audits will be conducted at Customer’s expense and will not unreasonably interfere with Provider’s business operations.

4.10 Data Deletion and Return

4.10.1 Upon termination of the Agreement or upon Customer’s request, Provider will delete or return all Personal Data, except where retention is required by applicable law.

4.10.2 Because the Product uses Atlassian’s Forge platform, data deletion follows Atlassian’s standard data retention policies as described in Provider’s Privacy Policy.

4.10.3 Provider will provide written confirmation of deletion upon Customer’s request.

4.11 International Data Transfers

4.11.1 Personal Data is stored in the geographic region selected by Customer’s Jira administrator, in accordance with Atlassian’s data residency features.

4.11.2 To the extent any transfer of Personal Data outside the European Economic Area occurs, Provider relies on:

Standard Contractual Clauses approved by the European Commission
Atlassian’s data transfer mechanisms for Forge platform

4.12 Liability

The liability of each party under this DPA is subject to the limitations of liability set forth in the Agreement.

4.13 Contact for Data Protection Matters

For data protection inquiries related to this DPA, contact:

Email: privacy@curiouslab.io

5. Privacy Policy

For additional information about how we collect, use, and protect your data, please refer to our Privacy Policy.

6. Security

For information about our security practices, please refer to our Security Policy.

Bonterms Standard End User Agreement (Version 1.0)

Note: Bonterms publishes this Standard Agreement but is not a party to the Agreement created between Provider and Customer and has no responsibility to either for its use.

1. Using this Standard Agreement

1.1. Standard Agreement. This Bonterms Standard End User Agreement (Version 1.0) ("Standard Agreement") sets forth the terms and conditions under which Provider makes available Subscriptions to its Cloud Service or Provider Software (each, a “Product”) offered through a Listing on the Marketplace. Provider may (i) make additions to or modifications of this Standard Agreement ("Additional Terms") or (ii) add Attachments by stating as such in its Listing. Any Additional Terms and any Attachments are collectively referred to as “Provider-Specific Terms.” Capitalized terms are defined in context or in Section 20 (Definitions).

1.2. Entering the Agreement. Customer and Provider agree to this Standard Agreement and any Provider-Specific Terms (collectively, the “Agreement”) upon Customer’s first entry into an Order ("Effective Date").

1.3. Orders. As specified in the Marketplace, an Order may be between Customer and the Marketplace provider (or other reseller or agent of Provider) or directly with Provider. Each Order creates a separate Agreement between Provider and Customer but Orders do not become part of the Agreement.

1.4. Order of Precedence. In the event of a conflict between the elements of the terms and conditions making up the Agreement, the order of precedence is: (i) any Amendment, (ii) Provider-Specific Terms and (iii) this Standard Agreement.

2. Products

2.1. Cloud Service. Subject to this Agreement, Customer may use the Cloud Service for its own business purposes in accordance with the Permitted Use.

2.2. Provider Software. Subject to this Agreement, Customer may install, copy and use the Provider Software for its own business purposes in accordance with the Permitted Use.

2.3. Users. Customer may permit Users to use the Product on its behalf. Customer is responsible for provisioning and managing its User accounts, for its Users’ actions through the Product and for their compliance with this Agreement. Customer will ensure that Users keep their login credentials confidential and will promptly notify Provider upon learning of any compromise of User accounts or credentials.

3. Customer Data

3.1. Use of Customer Data. Subject to this Agreement, Provider will access and use Customer Data solely to provide and maintain the Cloud Service, Support and Professional Services under this Agreement ("Use of Customer Data"). Use of Customer Data includes sharing Customer Data as Customer directs through the Cloud Service, but Provider will not otherwise disclose Customer Data to third parties except as permitted in this Agreement.

3.2. Security. Provider will implement and maintain the Security Measures, if any, identified in the Provider-Specific Terms. If no Security Measures are identified, Provider will use appropriate technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of Customer Data.

3.3. DPA. The parties will adhere to the Data Protection Addendum (DPA), if any, identified in the Provider-Specific Terms. If a DPA is identified, it becomes part of this Agreement. If no DPA is identified, Provider will use appropriate measures to process Customer Data in accordance with this Agreement and applicable Laws.

3.4. Return and Deletion. Upon expiration or termination of the Agreement, Provider will (at Customer’s election made within 30 days after expiration or termination) either return or delete Customer Data in Provider’s possession, except Provider may retain Customer Data in accordance with applicable Laws or its standard backup and record retention policies.

4. Intellectual Property

4.1. Provider IP. Provider retains all right, title and interest in the Product, Documentation and Usage Data, including all intellectual property rights therein. Customer may provide feedback, suggestions or ideas about the Product to Provider ("Feedback"). Provider may use Feedback without any obligation or compensation to Customer.

4.2. Customer IP. Customer retains all right, title and interest in Customer Data and Customer Materials, including all intellectual property rights therein.

4.3. License to Customer Data. Customer grants Provider a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit and display Customer Data solely as necessary for Provider to provide the Product, Support and Professional Services under this Agreement.

5. Support and Service Levels

5.1. Support. Provider will provide standard support for the Product as described in the Support Policy, if any, identified in the Provider-Specific Terms or in the Documentation. If no Support Policy is identified, Provider will use commercially reasonable efforts to provide support for the Product.

5.2. SLA. Provider will use commercially reasonable efforts to meet any Service Level Agreement (SLA), if any, identified in the Provider-Specific Terms. If an SLA is identified, it becomes part of this Agreement. If Provider does not meet the SLA, Customer’s sole remedy is any credits or remedies specified in the SLA.

6. Professional Services

Professional Services will be provided pursuant to a Statement of Work signed by the parties. If there is a conflict between this Agreement and a Statement of Work, the Statement of Work will control with respect to the applicable Professional Services. Provider retains all right, title and interest in any pre-existing intellectual property, and Customer retains all right, title and interest in Customer Materials.

7. Acceptable Use

7.1. Compliance. Customer will use the Product in compliance with this Agreement, the Documentation and all applicable Laws. Customer will also comply with the Acceptable Use Policy (AUP), if any, identified in the Provider-Specific Terms.

7.2. Restrictions. Customer will not: (a) make the Product available to anyone other than Users, (b) sell, resell, license, sublicense, distribute, rent or lease the Product, or include the Product in a service bureau or outsourcing offering, (c) use the Product to store or transmit any Viruses, (d) interfere with or disrupt the integrity or performance of the Product, (e) attempt to gain unauthorized access to the Product or its related systems or networks, (f) permit direct or indirect access to or use of the Product in a way that circumvents a contractual usage limit, (g) copy the Product or any part, feature, function or user interface thereof, (h) frame or mirror any part of the Product, (i) except as permitted by Law, disassemble, reverse engineer or decompile the Product or access it to build a competitive product or service, or (j) use the Product for High-Risk Activities.

7.3. Third-Party Platforms. If Customer uses Third-Party Platforms, Customer is responsible for its use of such Third-Party Platforms and Provider has no responsibility for Third-Party Platforms. If Customer’s use of the Product or Third-Party Platforms causes or requires any modification of the Product, then Provider may perform such modifications and Customer’s use of the Product will thereafter be subject to the modified Product.

7.4. Sensitive Data. Customer will not submit Sensitive Data to the Cloud Service unless Customer has entered into a written agreement with Provider that specifically permits such submission and use.

8. Trials and Betas

8.1. Trials and Betas. Provider may offer Trials and Betas in its sole discretion. Trials and Betas are provided “AS-IS” without any warranty, indemnity, support or service level commitments.

8.2. Trial Conversion. If Customer converts from a Trial to a paid Subscription, Customer Data entered during the Trial will be accessible in Customer’s paid Subscription account.

9. Fees and Payment

9.1. Fees. Customer will pay the fees specified in the Order. Unless otherwise specified in the Order, fees are due upon placing the Order.

9.2. Taxes. Customer is responsible for all sales, use and other taxes associated with this Agreement, except for taxes based on Provider’s net income.

9.3. No Refunds. Except as expressly provided in this Agreement, all fees are non-refundable.

10. Subscription Term and Renewal

10.1. Subscription Term. The Subscription Term is specified in the Order.

10.2. Renewal. Unless either party gives notice of non-renewal to the other party at least 30 days before the end of the then-current Subscription Term, the Subscription will automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter) at Provider’s then-current fees.

10.3. Changes Upon Renewal. Provider may modify the Product, Documentation or this Agreement effective at the beginning of a renewal term by giving Customer notice at least 30 days before the end of the then-current term. If Customer does not agree with any modification, Customer may elect not to renew by giving notice to Provider before the end of the then-current term.

11. Suspension

11.1. Suspension Events. Provider may suspend Customer’s access to the Product if: (a) Customer’s account is more than 30 days overdue, (b) Customer is in breach of Section 7 (Acceptable Use), (c) Customer’s use of the Product poses a security risk to the Product or any third party, or (d) Customer’s use of the Product may subject Provider to liability ("Suspension Event").

11.2. Notice and Cure. Provider will give Customer notice of any Suspension Event and an opportunity to remedy such Suspension Event, except Provider may suspend Customer’s access immediately if (i) there is an emergency or security risk or (ii) providing such notice would violate applicable Laws.

12. Term and Termination

12.1. Term. This Agreement starts on the Effective Date and continues until expiration or termination of all Subscriptions.

12.2. Termination for Cause. Either party may terminate this Agreement (including all Subscriptions) if the other party: (a) fails to cure a material breach of this Agreement within 30 days after 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.

12.3. Termination for Convenience. Customer may elect not to renew a Subscription as provided in Section 10.2 (Renewal). Provider may terminate a Subscription for convenience by giving Customer at least 90 days’ advance notice.

12.4. Effect of Termination. Upon expiration or termination of this Agreement, Customer’s right to use the Product will terminate. The following Sections will survive: 3.4 (Return and Deletion), 4 (Intellectual Property), 9.3 (No Refunds), 12.4 (Effect of Termination), 13 (Confidentiality), 14 (Warranties), 15 (Indemnification), 16 (Limitations of Liability), 19 (General Provisions) and 20 (Definitions).

13. Confidentiality

13.1. Protection. The recipient will not disclose the discloser’s Confidential Information to third parties and will use the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. The recipient will only disclose Confidential Information to its employees, contractors and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

13.2. Exclusions. The recipient’s obligations under this Section 13 do not apply to information that: (a) is or becomes public through no fault of recipient, (b) was rightfully known to recipient without restriction before receipt from discloser, (c) is rightfully disclosed to recipient by a third party without restriction, or (d) is independently developed by recipient without use of or reference to discloser’s Confidential Information.

13.3. Compelled Disclosure. The recipient may disclose Confidential Information to the extent required by Law or court order, provided the recipient gives the discloser prompt notice of such requirement and reasonable assistance if the discloser seeks a protective order.

14. Warranties

14.1. Mutual Warranties. Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement and (b) it will comply with all Laws applicable to its performance under this Agreement.

14.2. Provider Warranties. Provider represents and warrants that: (a) the Product will perform materially in accordance with the Documentation, (b) it will not materially decrease the overall functionality of the Product during a Subscription Term, and (c) it has the right to enter into this Agreement and to grant the rights granted herein.

14.3. Customer Warranties. Customer represents and warrants that it has obtained and will maintain all rights and consents necessary to submit Customer Data to the Cloud Service and to grant Provider the rights to use Customer Data as contemplated by this Agreement.

14.4. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PRODUCT IS PROVIDED “AS-IS.” PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE.

15. Indemnification

15.1. Provider Indemnification. Provider will defend Customer against any third-party claim that the Product infringes or misappropriates such third party’s intellectual property rights, and will indemnify and hold harmless Customer from and against any damages or costs awarded against Customer (including reasonable attorneys’ fees) or agreed in settlement by Provider resulting from such claim.

15.2. Customer Indemnification. Customer will defend Provider against any third-party claim that Customer Data or Customer Materials infringe or misappropriate such third party’s intellectual property rights, and will indemnify and hold harmless Provider from and against any damages or costs awarded against Provider (including reasonable attorneys’ fees) or agreed in settlement by Customer resulting from such claim.

15.3. Procedure. The indemnified party will promptly notify the indemnifying party of any claim and cooperate with the indemnifying party in defending the claim. The indemnifying party will have full control and authority over the defense and settlement of any claim, except that: (a) any settlement requiring the indemnified party to admit liability or make any payment requires the indemnified party’s prior consent, and (b) the indemnified party may join in the defense with its own counsel at its own expense.

15.4. Mitigation. If the Product becomes, or in Provider’s opinion is likely to become, the subject of an infringement claim, Provider may, at its option and expense: (a) procure for Customer the right to continue using the Product, (b) replace or modify the Product to make it non-infringing, or (c) if options (a) and (b) are not commercially reasonable, terminate the applicable Subscription and refund any prepaid, unused fees for the terminated portion of the Subscription Term.

15.5. Exceptions. Provider’s obligations under this Section 15 do not apply to claims arising from: (a) modification of the Product by anyone other than Provider, (b) use of the Product in combination with items not provided by Provider, (c) use of other than the then-current version of the Product, or (d) Customer Data or Customer Materials.

16. Limitations of Liability

16.1. Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE OR DATA.

16.2. Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES CUSTOMER PAID OR OWES UNDER THE APPLICABLE ORDER DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM.

16.3. Excluded Claims. “Excluded Claims” means: (a) either party’s breach of Section 13 (Confidentiality), (b) either party’s indemnification obligations under Section 15 (Indemnification), (c) Customer’s breach of Section 7 (Acceptable Use) or payment obligations, or (d) claims arising from either party’s gross negligence, fraud or willful misconduct.

16.4. Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations in this Section 16 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.

17. Publicity

Neither party will use the other party’s name, logo or trademarks, or reference the other party, without the other party’s prior consent. However, Provider may identify Customer as a user of the Product in Provider’s promotional materials unless Customer notifies Provider that it does not wish to be identified.

18. Force Majeure

Neither party will be liable for any delay or failure to perform any obligation under this Agreement due to a Force Majeure, except that Customer’s obligation to pay fees is not excused by a Force Majeure.

19. General Provisions

19.1. Assignment. Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

19.2. Governing Law and Courts. This Agreement will be governed by the Governing Law and jurisdiction of the Courts specified in the Provider-Specific Terms. If no Governing Law and Courts are specified, this Agreement will be governed by the laws of the State of California, USA, without regard to conflicts of laws principles, and the parties submit to the exclusive jurisdiction of the state and federal courts in San Francisco County, California, USA.

19.3. Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, whether written or oral, relating to its subject matter.

19.4. Modification. Provider may modify this Standard Agreement by giving Customer at least 30 days’ advance notice. If Customer does not agree with the modification, Customer may elect to terminate the affected Subscription at the end of the then-current Subscription Term by giving notice to Provider before the end of such term. Customer’s continued use of the Product after the effective date of any modification constitutes Customer’s acceptance of the modified terms.

19.5. Amendments. Any amendments or modifications to this Agreement, other than modifications permitted under Section 19.4 (Modification), must be in a written document signed by both parties ("Amendment").

19.6. Severability. If any provision of this Agreement is held invalid or unenforceable, the other provisions will remain in full force and the invalid or unenforceable provision will be reformed to be valid and enforceable to the maximum extent permitted by Law.

19.7. Waiver. Waiver of any breach of any provision of this Agreement will not constitute a waiver of any other breach or provision.

19.8. Notices. Notices under this Agreement will be in writing and deemed given when delivered by email (with confirmation of receipt) or when delivered by a nationally recognized overnight delivery service or first-class mail (certified or registered, with return receipt requested) to the party’s address on record. Either party may change its address by providing notice to the other and Provider will refund to Customer any prepaid, unused fees for the terminated portion of the Subscription Term. However, this Section 19.8 does not limit Customer’s obligations to pay fees owed.

19.9. Subcontractors. Provider may use subcontractors and permit them to exercise Provider’s rights and fulfill Provider’s obligations, but Provider remains responsible for each subcontractor’s compliance with this Agreement and for Provider’s overall performance under this Agreement. This does not limit any additional terms for subprocessors under a DPA.

19.10. Independent Contractors. The parties are independent contractors, not agents, partners or joint venturers.

19.11. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

19.12. Open Source. Provider Software may include third-party open source software ("Open Source") as listed in the Documentation or by Provider upon request. Customer acknowledges that its license to use any Open Source will be the Open Source license applicable to such code and not the license to Provider Software in Section 2.2 (Provider Software) above to the extent required by such Open Source license.

19.13. Export. Each party (a) will comply with all export and import Laws in performing this Agreement and (b) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country subject to a U.S. government embargo or designated by the U.S. government as a “terrorist-supporting” country. Customer will not submit to the Cloud Service any data controlled under the U.S. International Traffic in Arms Regulations.

19.14. Government Rights. To the extent applicable, the Product is “commercial computer software” or a “commercial item” for purposes of FAR 12.212 and DFARS 227.7202. Use, reproduction, release, modification, disclosure or transfer of the Product is governed solely by the terms of this Agreement, and all other use is prohibited.

20. Definitions

“Acceptable Use Policy” or “AUP” is defined in Section 7.1 (Compliance).

“Additional Terms” is defined in Section 1.1 (Standard Agreement).

“Agreement” is defined in Section 1.2 (Entering the Agreement).

“Amendment” is defined in Section 19.5 (Amendments).

“Attachments” means any AUP, Security Measures, SLA, Support Policy or other policies specified in the Provider-Specific Terms.

“Cloud Service” means Provider’s proprietary software as a service (SaaS) or cloud service as identified in the applicable Listing.

“Confidential Information” means information disclosed by or on behalf of one party (as discloser) to the other party (as recipient) under this Agreement, in any form, which (a) the discloser identifies to recipient as “confidential” or “proprietary” or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Provider’s Confidential Information includes technical or performance information about the Product, and Customer’s Confidential Information includes Customer Data.

“Courts” is defined in Section 19.2 (Governing Law and Courts).

“Customer” means the party placing the Order.

“Customer Data” means any data, content or materials that Customer (including its Users) submits to its Cloud Service accounts, including from Provider Software or Third-Party Platforms.

“Customer Materials” means materials and resources that Customer makes available to Provider in connection with Professional Services.

“Data Protection Addendum” or “DPA” is defined in Section 3.3 (DPA).

“Documentation” means Provider’s standard usage documentation for the Product. Documentation is included in the definition of “Product” unless otherwise specified.

“Force Majeure” means an unforeseen event beyond a party’s reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, third-party Internet or utility failure, refusal of government license or natural disaster, where the affected party takes reasonable and customary measures to avoid or mitigate such event’s effects.

“Governing Law” is defined in Section 19.2 (Governing Law and Courts).

“High-Risk Activities” means activities where use or failure of the Product could lead to death, personal injury or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles or air traffic control.

“Laws” means all laws, regulations, rules, court orders or other binding requirements of a government authority that apply to a party.

“Listing” means Provider’s description of its Product (and any related Support) and Subscriptions in a listing on the Marketplace that designates use of this Standard Agreement.

“Marketplace” means the application marketplace or app store on which Provider has published a Listing and made available Subscriptions to their Product.

“Open Source” is defined in Section 19.12.

“Order” means an order by Customer for a Subscription that is entered into through the Marketplace.

“Permitted Use” means use of a Product in accordance with the applicable Subscription, any Use Restrictions and the Documentation.

“Product” is defined in Section 1.1 (Standard Agreement).

“Professional Services” means training, migration or other professional services that Provider furnishes to Customer related to the Product.

“Provider” means the party providing the Product.

“Provider Software” means Provider’s proprietary installed software or apps identified in the applicable Listing.

“Provider-Specific Terms” is defined in Section 1.1 (Standard Agreement).

“Security Measures” is defined in Section 3.2 (Security).

“Sensitive Data” means (a) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) ("HIPAA"), (b) credit, debit, bank account or other financial account numbers, (c) social security numbers, driver’s license numbers or other government ID numbers and (d) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation.

“Service Level Agreement” or “SLA” is defined in Section 5.2 (SLA).

“Standard Agreement” is defined in Section 1.1 (Standard Agreement).

“Statement of Work” means a statement of work for Professional Services that is signed by the parties and references this Agreement.

“Subscription” means the right for Customer to access the Product and any related Support as described in a Listing and the applicable Order.

“Subscription Term” means the term for a Subscription as identified in the Order.

“Support” means support for the Product as described in Section 5.1 (Support).

“Support Policy” is defined in Section 5.1 (Support).

“Suspension Event” is defined in Section 11 (Suspension).

“Third-Party Platform” means any product, add-on or platform not provided by Provider that Customer uses with the Cloud Service.

“Trials and Betas” mean access to the Product on a free or trial basis or to particular features designated by Provider as “beta” or “early access.”

“Usage Data” means Provider’s technical logs, data and learnings about Customer’s use of the Product, but excluding Customer Data.

“Use Restrictions” means user, seat, copy, installation, license or other scope of use restrictions for the Product as specified in a Listing or Order.

“User” means anyone that Customer allows to use its accounts for the Product, who may include (a) employees, advisors and contractors of Customer and (b) others if permitted in this Agreement, the Documentation or a Listing.

“Virus” means viruses, malicious code or similar harmful materials.

Attribution

Bonterms publishes this Standard Agreement. Bonterms does not provide legal advice, does not guarantee the enforceability or effect of these terms and has no liability relating to use of these terms.

Last Updated: December 1, 2025