DRAFT – not in effect until the owner sets version 1.0 and an effective date.

Terms of Service

1. Acceptance & Agreement

These Terms of Service (“Terms”) form a binding agreement between (“DataChimp Labs,” “we,” “us,” or “our”), a company incorporated under the laws of , and the individual or legal entity (“Customer,” “you,” or “your”) that subscribes to or otherwise accesses the Services described in Section 2.

You accept these Terms by (a) clicking “I agree” or an equivalent control during account provisioning, (b) executing an order form or statement of work that references these Terms, or (c) accessing or using the Services. If you accept these Terms on behalf of an entity, you represent that you have authority to bind that entity, and “Customer” refers to that entity.

Where a mutually executed order form conflicts with these Terms, the order form controls solely for the fields addressed on its face. All other provisions of these Terms remain in effect.

2. The Services

DataChimp Labs makes available cloud-hosted software applications and related services (collectively, the “Services”) described on the applicable order form or on our website. The Services evolve over time; we may add, modify, or remove features so long as the material functionality Customer has subscribed to is not degraded.

The Services do not include (a) professional services or custom development unless separately ordered, (b) third-party services that Customer chooses to integrate, or (c) any use case expressly excluded on the order form.

3. Accounts

Customer must register for an account to use the Services. Customer is responsible for (a) providing accurate registration information, (b) maintaining the confidentiality of credentials, and (c) all activity occurring under its account. Multi-factor authentication is required for privileged access in accordance with authentication-mfa-policy.md.

Customer shall notify DataChimp Labs promptly of any unauthorized use of its account or any other suspected breach of security.

4. Fees & Payment

Fees for the Services are as set forth on the applicable order form. Unless the order form states otherwise, fees are invoiced annually in advance, due net thirty (30) days from invoice date, non-refundable except as expressly provided, and exclusive of all taxes (other than taxes on DataChimp Labs’ net income).

Undisputed amounts not paid when due accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.

5. Subscription Term, Auto-Renew, Termination

The subscription term begins on the effective date of the order form and continues for the initial term stated therein. Subscriptions renew for successive periods equal to the then-current term unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

Either party may terminate for material breach on thirty (30) days’ written notice, provided the breaching party has failed to cure within that period. Sections 6, 8, 9, 11, 12, 14, 15, and 16 survive termination or expiration.

6. Customer Data & Privacy

“Customer Data” means data that Customer or its authorized users submit to the Services. As between the parties, Customer retains all right, title, and interest in Customer Data.

DataChimp Labs’ processing of personal data on Customer’s behalf is governed by privacy-policy.md and, where applicable, the data-processing-addendum.md. Where Customer Data includes protected health information (“PHI”) subject to HIPAA, the parties will execute a Business Associate Agreement in the form of business-associate-agreement-template.md, delivered per Section 6 of these Terms as part of an Enterprise Order Form. Customer requests a BAA via .

7. Acceptable Use

Customer shall not (a) use the Services in violation of applicable law, (b) reverse engineer, decompile, or otherwise attempt to derive the source code of the Services except to the extent permitted by law, (c) interfere with or disrupt the integrity or performance of the Services, or (d) attempt to gain unauthorized access to the Services or their related systems.

Security research and penetration testing against the Services are permitted only with prior written authorization from DataChimp Labs per vulnerability-management-policy.md. Unauthorized testing is a material breach.

8. Confidentiality

Each party (“Recipient”) may receive information of the other party (“Discloser”) that is marked or reasonably understood to be confidential (“Confidential Information”). Recipient shall (a) use Confidential Information only to exercise its rights and perform its obligations under these Terms, (b) protect Confidential Information with the same care it applies to its own confidential information of like importance (but no less than reasonable care), and (c) disclose Confidential Information only to personnel and advisors who need to know it and are bound by confidentiality obligations.

Confidentiality obligations survive for five (5) years after termination of these Terms, except that trade secrets are protected for as long as they remain trade secrets under applicable law.

9. Intellectual Property

As between the parties, Customer owns all right, title, and interest in Customer Data. DataChimp Labs owns all right, title, and interest in the Services, including all software, models, algorithms, documentation, and derivative works thereof.

If Customer provides feedback, suggestions, or ideas regarding the Services (“Feedback”), Customer grants DataChimp Labs a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate Feedback into the Services without obligation.

10. Warranties & Disclaimers

DataChimp Labs warrants that the Services will perform in material conformity with the applicable documentation. Customer’s exclusive remedy for breach of this warranty is, at DataChimp Labs’ option, repair, replacement, or termination of the affected Services with a pro rata refund of prepaid fees.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND DATACHIMP LABS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11. Indemnification

DataChimp Labs shall defend Customer against any third-party claim alleging that the Services, as furnished by DataChimp Labs and used in accordance with these Terms, infringe such third party’s intellectual property rights, and shall indemnify Customer for damages finally awarded by a court of competent jurisdiction or agreed to in settlement. DataChimp Labs has no obligation for claims arising from (a) modifications to the Services not made by DataChimp Labs, (b) combinations of the Services with items not provided by DataChimp Labs, or (c) Customer Data.

Customer shall defend DataChimp Labs against any third-party claim arising from Customer Data or Customer’s use of the Services in violation of these Terms, and shall indemnify DataChimp Labs for damages finally awarded or agreed to in settlement.

The indemnifying party’s obligations are conditioned on (a) prompt written notice of the claim, (b) sole control of defense and settlement (provided no settlement admits liability of the indemnified party without its written consent), and (c) reasonable cooperation.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO DATACHIMP LABS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The foregoing limitations do not apply to (a) either party’s indemnification obligations, (b) breach of Section 8 (Confidentiality), (c) Customer’s payment obligations, or (d) liability that cannot be limited under applicable law (including gross negligence and willful misconduct).

13. Term Change & Notice

DataChimp Labs may update these Terms from time to time. Material changes take effect no earlier than thirty (30) days after DataChimp Labs provides notice to Customer via email or in-product notice. Continued use of the Services after the effective date of an update constitutes acceptance of the updated Terms. If Customer objects to a material change, Customer’s exclusive remedy is to terminate the affected subscription and receive a pro rata refund of prepaid fees.

14. Governing Law, Venue, Dispute Resolution

These Terms are governed by the laws of the State of , without regard to conflict-of-laws principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in , .

The parties shall first attempt in good faith to resolve any dispute through informal discussion between authorized executives. If the dispute is not resolved within thirty (30) days, either party may pursue judicial remedies subject to this Section.

15. Notices

Legal notices to DataChimp Labs must be sent by email to with a copy by certified mail to . Notices to Customer are sent to the email address on Customer’s account. Notices are effective on receipt.

16. Miscellaneous

Neither party may assign these Terms without the other party’s prior written consent, except that either party may assign without consent in connection with a merger, acquisition, or sale of substantially all its assets. If any provision is held unenforceable, the remaining provisions remain in effect. Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control (force majeure). These Terms, together with any order form and referenced policies, constitute the entire agreement between the parties on this subject and supersede all prior discussions.