Pydantic Logfire - Terms of Service¶

Last update: 2024-09-24

1. Binding Contractual Terms¶

These Terms of Service are entered into by and between you ("you" or "your") and Pydantic Services, Inc. and/or its affiliates ("PSI", "we", "us" or "our" as the context may require). PSI offers and operates a cloud-based service, known commercially as Logfire (and referred to herein as the "Services"), that provides a platform for application observability to persons or entities in accordance with these Terms of Service. The Services shall include the cloud-based service itself, along with any capabilities provided for the administration, management, and billing for the cloud-based service. The Services do not include open-source software and libraries, such as the Logfire software development kit, that PSI offers under the MIT license.

The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, the "Terms of Service") govern your access to and use of the Services. By accessing and using the Services, you signify and agree that (a) you have read and understood these Terms of Service; (b) to be legally bound by these Terms of Service; and (c) these Terms of Service have the same force and effect as a signed agreement.

You hereby warrant and represent that you have the authority to agree to these Terms of Service on behalf of the person or entity who registers for the Services as described in section 3, below.

Attention: please read these Terms of Service and our Privacy Policy carefully before using the Services. If you do not accept these Terms of Service or agree to the processing of personal information as described in PSI's Privacy Policy, do not use or otherwise access the Services.

We may change these Terms of Service at any time. We will notify you via electronic mail or using the Services of changes to the Terms of Service. By continuing to use the Services following a revision to these Terms of Service, you are agreeing to the revised Terms of Service. If you do not agree to the revisions, you may freely terminate your use of the Services as set forth in section 7.

By using the Services, you acknowledge receiving our Privacy Policy, and agree to the processing of personal information as described in the Privacy Policy.

2. Client Data, Data Retention, and Data Regarding Activity, Behavior, and Usage¶

We understand and appreciate the value of the data you entrust to the Services. We use the term "Client Data" to refer to data that is submitted or transmitted to the Services on your behalf. As explained below and in section 20, below (which addresses the security of Client Data and how we process personal data within the Client Data in a way that complies with legal requirements) we view our proper role with regard to Client Data to be to simply to use it to provide and administer the Services and to improve the Services to make them as valuable as possible to you and our other customers.

To enable PSI to provide the Services, you hereby grant PSI a revocable, non-exclusive license to the Client Data. This license shall be a limited license for the purposes of providing, administering, and improving the Services, including carrying out the data security and privacy obligations set forth in section 20. As between you and PSI, you shall retain all other right, title, and interest in Client Data.

The Services shall normally retain Client Data for one month. However, if you use the Services on a trial or other free basis, PSI makes no warranty or representation regarding the minimum period for which Client Data shall be retained. And, in any event, PSI makes no warranty or representation that Client Data will be promptly deleted after the one-month retention period.

You also agree that PSI may create or collect data regarding your activity and behavior on and usage of the Services for the maintenance and improvement of the Services provided that such data does not include or incorporate Client Data and such data shall be the exclusive property of PSI.

3. Registration¶

You must register for an account to use the Services. You agree to provide accurate, current, and complete information during the registration process and at all other times when you use the Services, and to update the information as necessary to keep it accurate, current, and complete. You agree that this obligation extends to any third-party service, such as GitHub, that you may use when you register for your account. You are the sole authorized user of any account you create through the Services.

If you provide any information that is untrue, inaccurate, not current, or incomplete, or if PSI has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, PSI shall have the right to immediately suspend or terminate your account and refuse future use of the Services. You agree not to create an account or use the Services without PSI's written consent if you have previously been suspended or terminated from the Services by PSI or if you have been previously banned from using the Services.

4. Contacting You¶

By using the Services, you expressly agree that PSI, its affiliates, and third parties acting on their behalf (collectively, "PSI Representatives"), may send emails, place calls, and send text messages to any cellular (or non-cellular) telephone number provided to us or to the PSI Representatives by you, or anyone purporting to act on your behalf, for any purpose related in any way to your use of the Services. This includes, without limitation, providing information that you have requested, responding to any other requests for information or services you submit through the Services, and notifying you of changes to these Terms of Service. Your provision of this consent is a material term of the agreement between you and PSI and cannot be unilaterally modified, revoked, or withdrawn by you.

You represent and warrant that you are the owner and/or primary user of all cellular telephone numbers you provide to us. If your cellular (or non-cellular) phone number changes, you will immediately notify us; if you fail to do so, you will be liable for all losses, damage, and expenses incurred by PSI as a result. PSI and the PSI Representatives are not responsible for any fees assessed by your cellular (or non-cellular) telephone provider for receipt of text messages or calls. You agree that PSI and the PSI Representatives may record or monitor any or all conversations you have with PSI and the PSI Representatives, without any further notification and for any reason.

5. License and Intellectual Property¶

Subject to these Terms of Service, PSI hereby grants you a non-exclusive and non-transferable license to access and use the Services. This license shall also allow you to use the PSI IP (as defined below), but only to the extent necessary to use the Services.

The Services, along with the trademarks, service marks, and logos contained therein ("Marks"), and any other intellectual property incorporated therein (collectively, "PSI IP"), are owned by or licensed to PSI and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions.

Except for the express licenses granted hereunder, as between you and PSI, PSI retains all right, title and interest in and to the Services, and no licenses are granted to you by implication or otherwise. For avoidance of doubt, PSI does not grant you any right to use or display our Marks other than as set forth in this section.

You agree that, if you make available to PSI or any of its representatives or agents (including through the Services) any suggestions, feedback, or recommendations regarding the Services ("User Feedback"), you shall not be entitled to compensation and PSI shall be thereby entitled to use the User Feedback for any purpose at any time thereafter.

6. Unacceptable Use¶

Without limiting any other provision of these Terms of Service, you agree not to:

use the Services for any purpose other than for using the features we intentionally make available to you;
use the Services to develop a similar or competing product or service;
translate, modify, or create derivative works of the Services;
upload, download, recreate, display, perform, post, reproduce, or copy the Services, except as expressly permitted by these Terms of Service or with the written consent of PSI;
resell, license, sublicense, sell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party, all or any part of the rights granted to you under these Terms of Service or the Services, in whole or in part;
attempt to derive the source code, source files or structure of the software contained in the Services by reverse engineering, disassembly, decompilation, or any other means;
use the Services to create a service bureau or for any other use involving processing of data for other persons or entities;
introduce any malware into the Services;
provide false personal information or impersonate any other person;
intentionally post, transmit, or link from any unlawful, infringing, misleading, deceptive, threatening, libelous, defamatory, plagiarized, fraudulent, harassing, obscene, discriminatory, inflammatory, pornographic or profane material, spam or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or would otherwise violate applicable law;
use the Services in any manner intended to (1) damage the Services, (2) disable, undermine, overburden, or impair the Services or the servers on which it runs, (3) use the Services in a way intended to circumvent the payment of fees, usages limits, or quotas, or (4) interfere with any other party's use of the Services;
obtain any data or information from the Services through any means not intentionally made available or provided for through the Services;
conduct security penetration tests or load tests on the Services without PSI's advance written consent;
use any of the logos, trademarks, service marks or other indicators of origin appearing on the Services; or
attempt to do any of the foregoing.

PSI may immediately suspend or terminate your access to the Services if PSI determines, in its reasonable discretion, that you have violated these Terms of Service or that your continued use of the Services poses a risk to PSI, other users of the Services, or any other third party, including PSI's affiliates.

7. Orders, Term/Termination, Fees, Payments, and Taxes¶

Orders¶

We may offer to provide the Services on terms other than as set forth herein or to offer professional, advisory, or support services to you. In such an event, the pricing terms on which we offer the Services or the professional, advisory, or support services shall be set forth on an order form ("Order"). Once executed by you and us, any terms set forth in the Order shall prevail over any contrary term herein.

Term and Termination¶

These Terms of Service shall become effective on the earliest of the following: (1) the date on which you agree to these Terms of Service or (2) the date on which you begin using the Services. These Terms of Service shall remain in effect unless terminated or amended as set forth herein.

Unless you and we agree otherwise, you may terminate the Services at any time by using the capabilities provided within the Services. We may also terminate your Services for any reason or no reason by providing you with thirty days advance notice. Either party may also terminate the Services immediately if the other party (a) terminates or suspends its business, or ceases to operate in the ordinary course; (b) makes an assignment for the benefit of creditors or similar disposition of its assets; (c) becomes subject to any bankruptcy, reorganization, dissolution, insolvency, or similar proceeding; (d) becomes insolvent or subject to direct control by a trustee, receiver, or similar authority; or (e) has wound up or liquidated, voluntarily or otherwise.

Upon the termination of the Services, these Terms of Service shall also terminate, except as provided herein.

In the event of termination, any outstanding fees and payments shall be immediately due and payable. In addition, at the time of termination, PSI may immediately delete all Client Data.

Fees and Payments¶

You agree to pay for the Services on the first day of each calendar month. We may update the fee schedule from time to time, and any changes will apply starting in the monthly billing cycle after the update.

All monthly billing is by credit or debit card. We will automatically charge your card at the end of each billing cycle. Make sure to keep your payment information up-to-date so your payments can be processed successfully.

Pydantic uses Stripe, Inc as our payment processor. If you pay for the Services, you acknowledge and agree to Stripe's terms of service.

If we do not receive your full payment on time, we may:

Charge you an administrative fee of up to $50 (USD), which will be due in the next billing cycle,
Charge you interest on any unpaid balance at the rate of 1.5% per month, unless a lower rate is require by law, and
Immediately suspend or terminate your access to the Services.

All payments are non-refundable.

Taxes¶

All rates and fees are stated without value added tax (VAT) or any other applicable sales tax, which may be added to the fees of your monthly bill or invoice in accordance with the then-applicable tax laws and regulations, and you agree to inform us of your correct location to assist with determining the appropriate tax. You are also responsible for and will pay all applicable customs, duties, sales, use, value added, withholding, or other taxes, federal, state or otherwise, however designated, which are levied or imposed because of the transactions contemplated under these Terms of Service, excluding only taxes based on PSI's net income. If you are compelled to make a deduction or set-off for any such taxes, you also agree to pay PSI such additional amounts as necessary to ensure receipt by PSI of the full amount PSI would have received but for the deduction.

8. Warranties¶

You warrant and represent to PSI that:

you will not access the Services under false identity or pretext and will not use it to falsify your or any other person's identity (however, this will not prevent you from using an adopted name or nickname provided the name is used lawfully and in good faith);
you will use the Services lawfully, in compliance with these Terms of Service and in good faith;
all information you submit using the Services is true, accurate, and not misleading, to the best of your knowledge;
you have sufficient rights to grant PSI the license described in section 5, above;
PSI's processing of Client Data will not violate any law applicable to you or PSI, including laws relating to the privacy or security of personal information;
PSI's processing of Client Data will not infringe the rights (including the intellectual property rights) of any third parties; and
no Client Data will contain "protected health information" subject to the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA").

We warrant and represent that we will use commercially reasonable measures to ensure the Services are consistently available and operating. However, PSI makes no representation or warranty regarding the availability of the Services and no failure of the Services to be available for your use will be considered a breach of these Terms of Service. You understand that if you are dissatisfied with the availability of the Services, your sole remedy is to terminate the Services as set forth in section 11.

You agree that your use of the Services shall be at your sole risk. The Services are provided to you on an "as is" basis. PSI, its affiliates, and their respective officers, directors, managers, owners, shareholders, members, employees, agents, licensees, licensors, and suppliers (collectively, the "PSI Parties") give no warranty nor make any representation in relation to the Services or any data or other content therein. In particular, the PSI Parties make no warranty regarding the performance of the Services or the performance of any software or other product that uses or connects to the Services. To the fullest extent permitted by law, the PSI Parties expressly disclaim any representation or warranty, other than as set forth above, on the part of the PSI Parties relating to the Services and the data or other content therein. This disclaimer extends to any express, implied, statutory, or other warranty, including any implied warranties of availability of the service, interoperability with third party software, systems and services, non-disruption, security, accuracy, loss of data or corruption of data, the use of reasonable care and skill, quality, merchantability, title or entitlement, fitness for a particular purpose, ability to achieve a particular result or functionality and non-infringement of third party rights, as well as warranties arising by usage of trade, course of dealing, and course of performance.

9. Indemnity¶

Your Indemnity Obligations¶

You agree to indemnify, defend, and hold harmless the PSI Parties from and against any claim, loss, obligation, demand, damage, cost, liability, expense, and attorney's fees arising from any claim against the PSI Parties (including, but not limited to, claims or damages for personal injury, wrongful death, property damage, and injury to you or to third parties, consequential, compensatory, or punitive damages), demand, or proceedings brought or threatened against the PSI Parties in connection with:

your use of, access to, or misuse of the Services;
your breach of any of these Terms of Service;
your violation of any applicable laws, rules, or regulations in connection with your use of the Services;
your violation of any third party right, including without limitation any copyright, property, or privacy right; or
activity that occurs under your account as a result of your failure to maintain the confidentiality of your account credentials;

Provided that you will have no such obligation to the extent such losses are caused by PSI's reckless or willful misconduct or, in the case of a claim under (3.), to the extent caused by the Services.

PSI's Indemnity Obligations¶

PSI will defend you from and against any claim alleging that the Services infringe a third party's intellectual property rights and PSI will pay such damages or costs as are finally awarded against you or agreed to in settlement attributable to any such action. Notwithstanding the foregoing, PSI assumes no liability hereunder for any claim of infringement to the extent based on: (a) Client Data; (b) the combination, operation, or use of the Services with equipment, devices, software, services, or data (including Client Data) not supplied by PSI, if a claim would not have occurred but for such combination, operation, or use; (c) any alteration or modification of the Services by a party other than PSI; (d) open source software; or (e) use of the Services other than in accordance with the documentation and these Terms of Service. In addition to PSI's indemnity obligations, if the Services become, or in PSI's opinion are likely to become, the subject of an infringement claim, PSI may, at its sole option and expense and as your sole and exclusive remedy, either: (a) procure for you the right to use the allegedly infringing element of the Services, at no additional charge to you; (b) replace or modify, in whole or in part, the Services to eliminate the alleged infringement; or (c) terminate the provision of Services to you. This paragraph sets forth PSI's entire liability and obligation and your sole remedy for any claim of infringement of any intellectual property rights.

Indemnification Procedure¶

Each party will provide the other with prompt notice of any claim covered under this section. The failure of a party seeking indemnification (an "Indemnitee") to provide prompt notice to the indemnifying party (an "Indemnitor") relieves the Indemnitor of its obligation to defend and indemnify the Indemnitee only to the extent that the failure to provide notice materially harms the Indemnitor's ability to defend the claim. The Indemnitor will have sole control of the defense (including selection of counsel) and settlement of the claim, provided any settlement releases Indemnitee from all liability. The Indemnitee will provide the Indemnitor, at Indemnitor's expense, with all assistance, information, and authority reasonably required for the defense and settlement of the claim. The Indemnitee will preserve and will not waive legal, professional, or any other privilege attaching to any of the records, documents, or other information in relation to such claim without prior notification of consent by the Indemnitor. The Indemnitee has the right to retain counsel, at the Indemnitee's expense, to participate in the defense or settlement of any claim. The Indemnitor will not be liable for any settlement or compromise that an Indemnitee agrees to without the Indemnitor's written consent.

10. Limitations on Liability¶

In no event shall the PSI Parties be liable to you or any third party for any indirect, incidental, special, punitive, or consequential damages whatsoever, even if the PSI Parties have been advised of the possibility of such damages in advance. To the fullest extent permitted by law, the PSI Parties will have no liability whatsoever for any damage, liability, or loss that you may incur, or for any other undesirable consequences, resulting from:

any suspension, unavailability, or disruption of the Services,
any errors, mistakes, or inaccuracies in data or other content in the Services,
personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Services,
unauthorized access to or use of PSI's servers or information systems, including any information stored therein,
interruption or cessation of transmission to or from the Services;
bugs, viruses, trojan horses, or the like, which may be introduced to or through the Services by any third party; and
failures, disruptions, errors, or delays arising from the interaction between the Services and third-party software, systems and services used by you.

The PSI Parties will have no liability whatsoever for any damage, liability, or loss that you or any other person may incur, or for any other undesirable consequences, resulting from your breach of your warranties or other obligations under these Terms of Service including, without limitation, the obligation to keep your account details secure or from the sharing of such information with any other person.

The PSI Parties' maximum aggregate liability to you or any third party for a single event or a series of related events giving rise to a claim in connection with these Terms of Service or in relation to the Services will be limited to the amount you have paid for the Services in the six months preceding the event or the first in the series of related events or $50,000 (USD), whichever is less.

Some jurisdictions do not allow the disclaimer of certain warranties or the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

11. Termination of Access; Modification and Discontinuation of the Service¶

PSI may immediately terminate the provision of the Services to you without notice, in the event that you (a) breach these Terms of Service or (b) misuse or challenge PSI's rights in the Client Data or the Marks.

PSI may at any time discontinue the Services altogether or modify the Services and such modifications may adversely affect the use of the Services. You agree that PSI shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services. PSI will use reasonable efforts to notify users of the cessation of the Services or any changes that would impair your use of the Services. PSI may give such notices through the Services, on its website, or by email.

If your access is terminated for any reason, your right to access and use the Services will also immediately terminate. Upon termination, you shall immediately discontinue all access to and use of the Services and destroy or delete all copies of content or materials accessed or obtained via your access to the Services, except for Client Data.

12. Third Party Websites, Online Services, and Software¶

The Services may contain links to third-party websites, online services, and software products that are not owned or controlled by PSI. PSI has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites, online services, or software, and you use them solely at your own risk. These links are provided for your reference and convenience only, and do not necessarily imply any endorsement, sponsorship, or recommendation of any material therein. In addition, PSI will not and cannot control or edit the content of any third-party website, online service, or software product. You expressly release the PSI Parties from all liability arising from your use of any third-party website or online service and from any loss or damage of any sort you may incur from dealing with any third party. For clarity, you also agree that PSI's indemnifications, as stated in section 9, above, shall not apply to third-party websites, online services, or software products. Accordingly, we encourage you to be aware when you leave the Services and to read the terms and conditions of use for each other website, online service, or software product that you use.

13. Choice of Law, Dispute Resolution, Class Action Waiver, and Time Limit on Claims¶

Choice of Law¶

These Terms of Service and all matters arising from or related to the services or products provided pursuant to or connection with these Terms of Service are governed by the laws of the United States and by the laws the State of New York, without regard to conflict of law provisions. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Computer Information Transactions Act (UCITA) are expressly excluded in their entirety from applying to these Terms of Service.

Pre-Dispute Mediation¶

Before commencing an arbitration, you agree to inform us of the nature of the claim and the relief you seek by sending a notice to us as set forth in section 14. Within seven business days, we will contact you and thereafter you and we will attempt to resolve the claim or issue in a satisfactory way. You agree not to file any complaint for relief in any court or other tribunal unless we fail to reach a mutually satisfactory resolution within twenty-one days after sending your notice.

Class Action Waiver¶

You and we agree that any dispute between us will be resolved only on an individual basis. You and we agree to give up any rights to participate in a class action or representative action with respect to any dispute involving you and us. PSI will not, and you will not, seek to have any dispute heard as a class action, a private attorney-general action, or any other proceeding in which you or PSI act(s) or propose(s) to act as a representative for others.

Venue and Jurisdiction¶

Any dispute arising out of or relating to these Terms of Service or your use of the Services shall be brought in a state or federal court of competent subject-matter jurisdiction located in New York County, New York. You and we consent to the personal jurisdiction of any such court and waive any venue- or forum-related objections to such courts.

Time Limit to Bring Claims¶

Any legal action brought between you, on the one hand, and PSI or any of the PSI Parties, on the other hand, must be commenced within one year of the date on which such legal claims would ordinarily accrue under the applicable statute of limitations or similar temporal deadline for commencing a legal action.

14. Notices¶

All notices provided under these Terms of Service must be sent in English.

To You. We may provide any notice to you under these Terms of Service by: (i) sending a message to the email address you provide (if applicable) and/or (ii) by posting to the Services. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
To Us. To give us notice under these Terms of Service, you must contact us as follows: (i) by email to legal@pydantic.dev or (ii) by personal delivery, overnight courier, or registered or certified mail to: Pydantic, 1207 Delaware Ave #1225 Wilmington, DE 19806. We may update the email address, facsimile number or address for notices to us by posting a notice on the Services. Notices provided by personal delivery will be effective immediately. Notices will be effective on the date they are received by PSI.

15. Force Majeure¶

We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms of Service, for any failure or delay in our performance under these Terms of Service when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

16. Assignment and Delegation¶

These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you without PSI's prior written consent, which shall not be unreasonably withheld. Any purported assignment or transfer in violation of these Terms of Service is null and void. No assignment or delegation relieves you of any of your obligations under these Terms of Service. We may assign these Terms of Service and our rights and obligations, in whole or in part, without notice to you, to any affiliate or to a successor in interest to the business to which these Terms of Service relate, whether by merger, sale of stock, sale of all or substantially all of the assets, or otherwise.

You agree that we may also delegate our duties under these Terms of Service to any third party without notice to you or approval from you.

17. Third Party Beneficiaries¶

You acknowledge that each of the PSI Parties is an intended third-party beneficiary of these Terms of Service. Otherwise, nothing in this agreement is intended to confer any right, remedy, cause of action or liability on any person other than PSI, its successors and assigns, and you.

18. Export Control¶

Software and the transmission of applicable technical data, if any, in connection with the Services may be subject to export controls. You agree to comply with all applicable laws regarding software and the transmission of technical data exported from the U.S. or the country in which you reside. PSI may suspend or terminate the provision of the Services to you if PSI reasonably determines that your use of the Services may result in PSI being in violation or subject to negative legal consequences relating to export control or sanction laws.

19. Confidential Information¶

Both parties shall retain in confidence all Confidential Information disclosed or made available by the other party. For purposes of these Terms of Service, "Confidential Information" means any information disclosed by one party to the other party that: (a) is marked "confidential" or "proprietary" at the time of such disclosure; (b) if disclosed orally, is identified as "confidential" or "proprietary" at the time of such disclosure; or (c) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary. Notwithstanding any failure to so designate it, any documentation or other materials accompanying the Services and any Orders are PSI's Confidential Information and Client Data is your Confidential Information. Each party shall (a) maintain the confidentiality of the other party's Confidential Information using at least a reasonable degree of care; (b) refrain from using the other party's Confidential Information except for the purpose of performing its obligations under these Terms of Service; (c) not disclose Confidential Information to any third party except as is reasonably required for the party to carry out its duties in connection with these Terms of Service and (d) limit disclosures of Confidential Information to third parties who are subject to confidentiality obligations comparable to those set forth in this section.

The foregoing confidentiality obligations will not apply to any Confidential Information of the other party which (a) is now or hereafter becomes generally known or available to the public, through no act or omission on the part of the receiving party; (b) was known, without restriction as to use or disclosure, by the receiving party prior to receiving such information from the disclosing party; (c) is rightfully acquired by the receiving party from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or (d) is independently developed by the receiving party without access to any Confidential Information of the disclosing party. The receiving party may disclose Confidential Information to the extent required by any law or regulation or by order of a court or governmental body of competent jurisdiction, provided that the receiving party uses reasonable efforts to give the disclosing party reasonable advance notice of such required disclosure to enable the disclosing party to prevent or limit such disclosure. PSI will have no obligation under this section 10 for any Client Data or other data or information that you transmit to or through the Services in breach of section 6.

Each party shall immediately notify the other party of any unauthorized disclosure or use of any Confidential Information and assist the other party in remedying such unauthorized use or disclosure by taking such steps as are reasonably requested by such other party. The provisions of this section shall supersede any previously executed non-disclosure agreement between the parties.

Any breach or threatened breach of this section may cause irreparable harm to the disclosing party for which there is no adequate remedy at law. Therefore, the disclosing party will be entitled to seek injunctive relief without the necessity of proving actual damages or posting a bond, in addition to any other remedies available at law.

The rights and obligations related to the Confidential Information shall survive the termination of these Terms of Service. With regard to a disclosing party's trade secret, the receiving party's duty of confidence in this section shall endure for as long as the Confidential Information remains a trade secret. Otherwise, the duty of confidence set forth in this section shall continue for three years after the disclosing party discloses the Confidential Information to the receiving party.

20. Data Security and Personal Data Processing¶

PSI shall use commercially reasonable efforts to implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Client Data.

PSI may immediately suspend, limit, or terminate your access to or use of the Services, or may suspend, limit, terminate, or delete the Client Data, including any backups thereof, (a) when reasonably necessary to address or mitigate a data security risk to the Services; (b) we reasonably determine that your use of the Services poses a risk to the Services or its other users; or (c) if we are legally compelled to do so. PSI shall promptly restore normal service to you once the cause for the suspension, limitation, or termination has lapsed or been eliminated.

PSI shall process personal data within the Client Data in accordance with the Data Processing Addendum.

You shall be responsible for your own devices, systems, applications, connections, and software used to access the Services as well as for the protection of its communications and information systems. You are also responsible for properly configuring and using the Services and taking your own steps to maintain appropriate backups and other security measures to protect Client Data.

21. General Terms¶

These Terms of Service constitute the entire agreement between the parties and supersede all other agreements, statements, and other arrangements between the parties in relation to the subject matter hereof. If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction, to be invalid, void, or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Service. Each party acknowledges that it has not relied on or been induced to enter these Terms of Service by a representation other than those expressly set out in these Terms of Service.

Except as expressly permitted under these Terms of Service, no modification, alteration, or waiver of any of the provisions of these Terms of Service will be effective unless in writing and signed on behalf of each of the parties. No waiver of any of these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and PSI's failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

PSI may revise these Terms of Service, including the Data Processing Addendum referred to in section 20, from time to time. Any revision to these Terms of Service shall be effective beginning on the first day of your next monthly billing cycle. If you do not agree to be bound by the revised Terms of Service, you must terminate the Services as set forth in section 11. You agree that, by continuing to use the Services in the next monthly billing cycle following a revision of the Terms of Service, you will be bound by the revised Terms of Service.

Nothing in these Terms of Service will create, or be deemed to create, a partnership or joint venture and may not be construed as giving rise to the relationship of principal and agent between the parties.

All terms that by their sense are expected to survive after you cease using the Services or the termination of these Terms of Service shall survive.