Popl Teams - Software as a Service Terms of Service
1. AGREEMENT
1.1. Agreement: These Popl Co Terms of Service (“Terms of Service”), together with the other documents described in this Section 1 (collectively, “Agreement”), are entered into by and between Popl Co, a Delaware corporation (“Company”) and the entity (“Customer”) as defined in an ordering document as executed by Company and Customer (“Order Form”). Company and Customer are each referred to herein individually as a “Party” and collectively as the “Parties”.
1.2. Services: Subject to this Agreement, Company will provide Customer with the “Services” as defined in the Order Form. In connection with the Services, Company may provide software, including the Mobile App (defined in Section 2.2.1), and related documentation and other materials, excluding Customer Content (collectively, “Software”).
1.3. Support: Subject to this Agreement, Company will provide Customer with support services and service levels in accordance with the terms set forth in the exhibits to the Order Form.
1.4. Data: Company will process personal data in accordance with the Data Protection Addendum (popl.co/pages/dpa), which is incorporated into this Agreement by reference (“Data Protection Addendum”).
1.5. Order of Precedence: In the event of any conflict or inconsistency among the documents comprising this Agreement, the following order of precedence will apply:
1.5.1. A written amendment signed by authorized representatives of both Parties that expressly identifies the provision of this Agreement it modifies;
1.5.2. The Data Protection Addendum, solely with respect to the processing of personal data, provided that Section 9 (Limitation of Liability) governs all liability arising under or related to the Data Protection Addendum;
1.5.3. The Order Form, solely with respect to the Services, quantities, Fees, payment terms, and Initial Service Term described in it, and any provision of these Terms of Service that the Order Form expressly identifies by section number as being modified, in each case solely for that Order Form;
1.5.4. These Terms of Service; and
1.5.5. Any exhibits to the Order Form.
Any terms in a Customer purchase order, vendor registration form, supplier portal, or other Customer-provided document are of no force or effect, even if accepted or signed by Company.
1.6. Users: Customer authorizes certain employees, contractors, or other individuals to access and use the Services, including the Mobile App (defined in Section 2.2.1), on Customer's behalf, subject to the terms of this Agreement (“Authorized Users”).
1.7. Modifications: From time to time, Company may modify these Terms of Service. Unless otherwise specified, changes become effective for Customer upon renewal of Customer's current Order Form or upon entry into a new Order Form. If Company specifies that changes to these Terms of Service will take effect before Customer's next renewal or new Order Form (such as for legal compliance) and Customer objects to such changes, Customer may terminate the applicable Order Form by giving Company written notice and as its sole remedy receive a refund of any fees Customer has prepaid for use of the applicable Services for the terminated portion of the Term, commencing on the date Company receives the notice of termination.
2. SERVICES
2.1. Access and License: Subject to this Agreement, Company grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Services, and to permit its affiliates and Authorized Users to do so, solely for Customer's internal business purposes. To the extent any Software, including the Mobile App (as defined in Section 2.2.1), is provided for installation on Customer's premises or devices, Company grants Customer, its affiliates, and Authorized Users a non-exclusive, non-transferable, non-sublicensable license to install and use such Software during the Term solely in connection with the Services.
2.2. Mobile Device App
2.2.1. Installed Software: The Services include a mobile application (“Mobile App”) that provides Authorized Users with functions, including scanning event badges, business cards, and QR codes, and enriching, organizing, and managing the resulting information. Use of the Mobile App is subject to this Agreement, including the additional terms set forth in this Section 2.
2.2.2. App Distributors: To the extent Customer or its Authorized Users access the Services through a Mobile App distributed via the Apple App Store or Google Play Store, the following additional terms apply: (a) the license to use the Mobile App is limited to use on Apple- or Google-branded devices, as applicable, that the Authorized User owns or controls; (b) this Agreement is between Company and Customer only, and not with Apple Inc. or Google LLC, and Company, not Apple or Google, is solely responsible for the Mobile App and its content; (c) Company, not Apple or Google, is solely responsible for providing any maintenance and support services with respect to the Mobile App, as specified in this Agreement or as required under applicable law, and Apple and Google have no obligation whatsoever to furnish any maintenance and support services with respect to the Mobile App; (d) Apple and Google shall have no warranty obligation with respect to the Mobile App; (e) Company, not Apple or Google, is responsible for addressing any claims relating to the Mobile App, including product liability, legal or regulatory compliance, and consumer protection or privacy claims; (f) in the event of a third-party claim that the Mobile App infringes a third party's intellectual property rights, Company, not Apple or Google, is responsible for the investigation, defense, and discharge of any such claim; (g) Customer and its Authorized Users must comply with applicable third-party terms of agreement when using the Mobile App; and (h) Apple Inc. and Google LLC, and their respective subsidiaries, are third-party beneficiaries of this Section and shall have the right to enforce this Section against Customer.
2.2.3. Audio Recording Feature: The Mobile App may be configured to enable Customer or its Authorized Users to record audio of in-person conversations with one or more individuals and to have such recordings transcribed and summarized using AI Features as defined in Section 2.3.1 (“Audio Recording Feature”). Use of the Audio Recording Feature is subject to Section 3.8 (Audio Recording Consent) and this Section 2. Audio captured through the Audio Recording Feature is recorded on the Authorized User’s device, copied to Company’s cloud environment, and then deleted from the Authorized User’s device. Once uploaded to Company’s cloud environment, the audio file is transcribed and retained, together with the resulting transcript and summary, as Customer Content in accordance with this Agreement, including Section 6.6 (Data Retention). The Audio Recording Feature processes recorded audio to distinguish between individual speakers in a conversation (e.g., labeling speakers as “Person A,” “Person B,” etc.) (“Speaker Identification”). Use of Speaker Identification is subject to Section 3.9 (Biometric Data Consent).
2.3. AI-Enabled Features
2.3.1. AI Features: Services may incorporate artificial intelligence, machine learning, or similar technologies, including third-party large language models (“AI Features”).
2.3.2. AI Training: Company will not use Customer Content to train any generally available or third-party AI model without Customer's prior written consent; Company may use Aggregated Data (as defined in Section 4.11) to develop and improve AI Features. Company will ensure that any third-party AI provider engaged in connection with Services is contractually prohibited from using Customer Content to train AI models.
2.3.3. AI Compliance: Each Party shall comply with all laws and regulations applicable to AI Features in connection with its performance under this Agreement, including, to the extent applicable, the EU Artificial Intelligence Act.
2.4. Beta Features
2.4.1. From time to time, Company may make available features, functionality, or services that Company identifies as beta, preview, early access, pilot, or similar (collectively, “Beta Features”). Beta Features are optional, and Customer may choose whether to enable or use them. Company may, in its sole discretion, modify or discontinue any Beta Feature at any time and may never make any Beta Feature generally available.
2.4.2. BETA FEATURES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, ARE NOT SUPPORTED, AND ARE NOT SUBJECT TO ANY SERVICE LEVEL COMMITMENT, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 7 (WARRANTY AND DISCLAIMER).
2.4.3. Notwithstanding anything to the contrary in this Agreement, and in addition to the limitations set forth in Section 9, Company will have no liability arising out of or in connection with a Beta Feature, except for liability arising from (a) Company's gross negligence or willful misconduct, (b) bodily injury or death of a person, or (c) Company's breach of its confidentiality obligations under this Agreement and claims governed by Section 9.6 (Data Protection and Security Super Cap).
2.4.4. Except to the extent that a Beta Feature's normal use requires disclosure to a third party, the existence, features, and functionality of any Beta Feature not yet publicly released by Company constitute Company's Proprietary Information under Section 4. Use of Beta Features remains subject to Section 3 (Restrictions and Responsibilities).
2.5. Third-Party Product Integrations
2.5.1. Third-Party Products: Services enable integration with certain third-party products and services (“Third-Party Products”). Customer may import and export Customer Content between the Services and certain Third-Party Products (“Third-Party Product Integrations”).
2.5.2. Third-Party Integrations: To enable Third-Party Product Integrations, Customer may be required to provide credentials so the Services can access and receive relevant information from such Third-Party Products. By enabling use of the Services with any Third-Party Products, Customer authorizes Company to access Customer's accounts with such Third-Party Products and to share Customer Content with them for the purposes described in this Agreement.
2.5.3. Third-Party Terms: Customer is solely responsible for complying with any applicable terms and conditions of the Third-Party Products and for maintaining appropriate accounts in good standing with the providers of the Third-Party Products. Customer acknowledges and agrees that Company has no responsibility or liability for any Third-Party Products, including any beta releases or pre-release features of a Third-Party Product, or for how a Third-Party Product uses or processes Customer Content after it is exported to such Third-Party Products. For clarity, this Agreement governs Customer's use of and access to the Services, even if accessed through an integration with a Third-Party Product.
3. RESTRICTIONS AND RESPONSIBILITIES
3.1. Use Restrictions: Customer will not, and will not permit any of its affiliates, Authorized Users, contractors, or consultants to, directly or indirectly:
3.1.1. Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms of the Services or Software;
3.1.2. Modify, translate, or create derivative works based on the Services or any Software (except as expressly permitted by Company or authorized within the Services);
3.1.3. Use the Services or any Software for timesharing or service-bureau purposes, or otherwise for the benefit of a third party;
3.1.4. Access or use the Services or Software to build or support a competing product or service, or to copy any features, functions, or user interfaces of the Services;
3.1.5. Perform or publish any benchmark or competitive analysis of the Services without Company's prior written consent;
3.1.6. Circumvent or attempt to circumvent any security measures, access controls, or technical usage limitations of the Services, or access or attempt to access any portion of the Services or related systems without authorization, including by conducting penetration testing or vulnerability scanning without Company's prior written consent;
3.1.7. Introduce any virus, malware, or other harmful code into the Services, or otherwise interfere with or disrupt the integrity or performance of the Services or the data of other Company customers;
3.1.8. Share Authorized User login credentials, or permit anyone other than an Authorized User to access the Services using an Authorized User's account; or
3.1.9. Remove any proprietary notices or labels.
3.2. User Compliance: Customer is responsible for its affiliates' and Authorized Users' compliance with this Agreement and for their acts and omissions in connection with the Services as if they were Customer's own.
3.3. Applicable Laws: Customer will use the Services and any Software only in compliance with all applicable laws and regulations, including to the extent applicable, data protection and privacy laws such as the EU/UK General Data Protection Regulation, California Consumer Privacy Act (as amended by the California Privacy Rights Act), and laws governing electronic communications and marketing, including the U.S. Telephone Consumer Protection Act (TCPA) and the CAN-SPAM Act.
3.4. Export Control and Sanctions Compliance: Each Party represents and warrants that it is not identified on any list of prohibited or restricted parties, including the U.S. Treasury Department's List of Specially Designated Nationals and Blocked Persons and the U.S. Commerce Department's Denied Persons List or Entity List, and is not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. trade sanctions. Customer will not access or use the Services in violation of any U.S. export control or economic sanctions laws and will not permit any Authorized User to access or use the Services from a prohibited or restricted location or in a manner otherwise prohibited by such laws. Each Party will comply with all applicable export control and sanctions laws and regulations in connection with this Agreement.
3.5. Maintaining Equipment: Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including hardware, servers, modems, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
3.6. Sensitive Personal Data Restriction: Customer will not provide Company with the following third-party data (collectively, “Sensitive Personal Data”): health data (for example, HIPAA data), bank, credit card, or financial credentials, authentication credentials, Social Security numbers, or street addresses that are not used as a business address. Customer shall not use the Services to collect, store, process, or transmit any Sensitive Personal Data. Customer acknowledges that Company is not a payment card processor and that the Services are not PCI DSS compliant. Customer shall be responsible for any Sensitive Personal Data it submits to the Services, and Customer acknowledges that Company is not subject to any additional obligations that may apply to any Sensitive Personal Data submitted to the Services.
3.7. Scanned Personal Data Representation: Customer represents and warrants that it has, and will maintain, all necessary rights, consents, and lawful basis under applicable data protection laws to collect, process, and permit Company to process Scanned Personal Data (as defined in Section 4.1.3) for the purposes contemplated by this Agreement, including providing any required notice to individuals whose data is captured. Subject to Section 4.10.4 (Data Subject Requests), Customer is solely responsible for responding to and fulfilling any data subject requests (including access, deletion, or opt-out requests) received from individuals whose data is included in Scanned Personal Data.
3.8. Audio Recording Consent: Customer will not, and will ensure its Authorized Users do not, use the Audio Recording Feature (as defined in Section 2.2.3) to record any conversation unless every participant in that conversation has given prior consent in accordance with applicable law. Customer acknowledges that (a) certain jurisdictions require the consent of all parties to a conversation before it may be recorded, including under U.S. federal and state wiretapping and eavesdropping laws, and (b) Customer is solely responsible for identifying and complying with the recording consent laws applicable to each conversation Customer or its Authorized Users record using the Services.
3.9. Biometric Data Consent: The Speaker Identification component of the Audio Recording Feature (as defined in Section 2.2.3) may constitute the collection of a biometric identifier or biometric information under certain federal, state, or other applicable biometric privacy laws, including the Illinois Biometric Information Privacy Act. Before using the Audio Recording Feature, Customer will obtain consent sufficient to satisfy the requirements of any applicable biometric privacy law. Customer is solely responsible for determining whether Speaker Identification constitutes the collection of a biometric identifier or biometric information under applicable law and for complying with any applicable notice, consent, retention, and destruction requirements.
4. CONFIDENTIALITY, OWNERSHIP, AND DATA RIGHTS
4.1. Proprietary Information: Each Party (“Receiving Party”) understands that the other Party (“Disclosing Party”) has disclosed or may disclose non-public business, technical or financial information relating to the Disclosing Party’s business that is either marked as confidential or that a reasonable person would consider to be confidential given the nature of the information or the circumstances of disclosure (hereinafter referred to as “Proprietary Information” of the Disclosing Party).
4.1.1. Company’s Proprietary Information: Proprietary Information of Company includes non-public information regarding features, functionality, and performance of the Services.
4.1.2. Customer’s Proprietary Information: Proprietary Information of Customer includes non-public data provided by Customer or its Authorized Users to the Services to enable the provision of the Services (“Customer Content”).
4.1.3. Scanned Personal Data: Customer acknowledges that the Mobile App enables Authorized Users to scan, store, and process personal information of third parties (“Scanned Personal Data”). As between the Parties, Scanned Personal Data constitutes Customer Content.
4.2. Uses of Proprietary Information:
4.2.1. The Receiving Party agrees to protect the Disclosing Party's Proprietary Information using at least the same degree of care it uses to protect its own similar information, and in no event less than reasonable care.
4.2.2. The Receiving Party will not use the Disclosing Party's Proprietary Information except to exercise the Receiving Party’s rights or perform its obligations under this Agreement, or as otherwise permitted by this Agreement.
4.2.3. The Receiving Party will not disclose the Disclosing Party's Proprietary Information to any third party, except to the Receiving Party’s and its affiliates' employees, contractors, and professional advisors who need to know such Proprietary Information for purposes of this Agreement and who are bound by confidentiality obligations (including professional duties of confidentiality) at least as protective as those in this Section 4. The Receiving Party is responsible for any breach of this Section 4 by any person to whom it discloses Proprietary Information.
4.2.4. Company's use and disclosure of Customer Content is also subject to Section 4.8 (License to Use Customer Content) and Section 4.9 (Restrictions on Disclosure of Customer Content).
4.3. Exceptions to Proprietary Information: The obligations in Section 4.2 shall not apply to any information that the Receiving Party can document:
4.3.1. Is or becomes generally available to the public without a breach of this Agreement;
4.3.2. Was in its possession or known by it prior to receipt from the Disclosing Party;
4.3.3. Was rightfully disclosed to it without restriction by a third party;
4.3.4. Was independently developed without use of any Proprietary Information of the Disclosing Party; or
4.3.5. Is required to be disclosed by law, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure, and in any event, the Receiving Party will disclose no more than that portion of the Proprietary Information that is required to be disclosed.
4.4. Duration of Proprietary Information: With the exception of Proprietary Information that constitutes a trade secret under applicable law, the obligations in Section 4.2 shall not apply to any information after five (5) years following the termination of this Agreement.
4.5. Company Ownership: Company shall own and retain all right, title, and interest in and to:
4.5.1. The Services and Software, including all improvements, enhancements, or modifications thereto;
4.5.2. Any software, applications, inventions, or other technology developed in connection with Services, implementation, or support (excluding Customer Content and Customer’s pre-existing intellectual property); and
4.5.3. All intellectual property rights related to any of the foregoing.
4.6. Customer Ownership: Customer shall own and retain all right, title, and interest in and to Customer Content.
4.7. Customer Feedback: Company encourages Customer to provide suggestions, proposals, ideas, recommendations, or other feedback regarding improvements to the Services (“Customer Feedback”). To the extent Customer provides Customer Feedback, Customer grants to Company a royalty-free, fully paid, sublicensable, transferable, non-exclusive, irrevocable, perpetual, worldwide right and license to make, use, sell, offer for sale, import, and otherwise exploit Customer Feedback (including by incorporation of such Customer Feedback into the Services) without restriction. Customer shall ensure that: (a) Customer Feedback does not identify Customer, its affiliates, or Authorized Users, or include any Customer Content; and (b) Customer has obtained the requisite authorization from any Authorized User or other third party to grant the license described herein. For the avoidance of doubt, Customer Feedback does not constitute Customer’s Proprietary Information.
4.8. License to Use Customer Content: During the Term and data retention period under Section 6.6 (Data Retention), Customer grants Company a non-transferable, non-exclusive worldwide license to store, use, and access Customer Content solely for the limited purposes of:
4.8.1. Performing Company’s obligations under this Agreement, including to generate Enriched Personal Data (as defined in Section 4.10.1) and with service providers in accordance with Section 4.9.1;
4.8.2. Responding to Customer’s service issues and requests for support;
4.8.3. Complying with Customer’s instructions;
4.8.4. Verifying compliance with this Agreement;
4.8.5. Maintaining and improving the Services; and
4.8.6. As required by applicable law.
4.9. Restrictions on Disclosure of Customer Content: Company shall not sell, lease, rent, share, or otherwise disclose Customer Content, with the exception that Company may share Customer Content only under the following circumstances:
4.9.1. With select service providers who perform work on Company’s behalf to provide the Services;
4.9.2. To the extent needed to comply with laws or to respond to lawful requests and legal processes (provided that Company will endeavor to notify Customer if Company has received a lawful request for Customer Content);
4.9.3. To protect the rights and property of Company, its agents, other Company customers, and others, including enforcing Company’s agreements, policies, and this Agreement;
4.9.4. In an emergency, including to protect Company’s information security or the personal safety of any person;
4.9.5. In connection with a sale or transfer of all or a part of Company’s business or assets (business deals may include, for example, any merger, financing, acquisition, divestiture, or bankruptcy transaction or proceeding) so long as the terms of this Agreement are adhered to; or
4.9.6. As directed by Customer, including through its use of the Services.
4.10. Enriched Personal Data:
4.10.1. Definition: In connection with the Services, Company may supplement Scanned Personal Data and other Customer Content with additional information such as job titles, contact details, company information, and publicly available business information (collectively, “Enriched Personal Data”). Enriched Personal Data does not constitute Customer Content, including when combined with Customer Content in the Services; however, the association of Enriched Personal Data with Customer's contact records remains Customer Content.
4.10.2. Enriched Data Representation: Company obtains Enriched Personal Data from third-party data providers, Company’s own resources, and other lawful sources. Company represents that Enriched Personal Data is obtained from sources that Company reasonably believes to be lawful, and that Company's collection and provision of Enriched Personal Data to Customer complies in all material respects with applicable data protection and privacy laws.
4.10.3. Enriched Data License: Subject to Section 4.10.4, Customer's compliance with this Agreement, and applicable law, Company grants Customer a perpetual, worldwide, royalty-free, non-sublicensable, non-exclusive license to use, reproduce, and exploit Enriched Personal Data for Customer's business and commercial purposes, including sales and marketing activities. Customer will use Enriched Personal Data only in compliance with applicable laws, including applicable data protection, privacy, and marketing communications laws (such as GDPR, CCPA, TCPA, and CAN-SPAM), and will not use Enriched Personal Data in a manner that violates the rights of the individuals to whom it pertains.
4.10.4. Data Subject Requests: Customer is responsible for responding to any request from an individual to access, correct, delete, or opt out of the processing of Enriched Personal Data in Customer's possession or control, including in any Third-Party Product, in accordance with Section 3.7 and applicable law. Company is responsible for responding to such requests with respect to the records from which Company provides Enriched Personal Data. If Company receives a deletion or opt-out request that applies to Enriched Personal Data previously provided to Customer, Company will notify Customer to the extent required by applicable law or reasonably practicable. Customer will honor such requests within the time required by applicable law, and in any event within thirty (30) days of Company's notice, including by deleting or suppressing the affected Enriched Personal Data. Each Party will provide the other with reasonable cooperation in responding to such requests.
4.11. Aggregated Data: Company may collect and use anonymized and aggregated data, telemetry data, and metadata arising from Customer's use of the Services (“Aggregated Data”) to operate, maintain, and improve the Services, provided that Aggregated Data: (a) does not, and cannot reasonably be used to identify Customer or any individual; and (b) shall not include the substantive content of Customer Content, including notes, tags, custom fields, or other data reflecting Customer's proprietary intelligence associated with contact records. Company shall not attempt to re-identify any individual from Aggregated Data. Company shall not sell, lease, rent, or otherwise share for consideration Aggregated Data. Company retains all right, title, and interest in and to any Aggregated Data.
4.12. Customer Marks: Customer grants Company a non-exclusive, royalty-free, worldwide, limited license to use and display Customer’s name and logo (“Customer Marks”) on Company’s public website to identify Customer as a user of the Services. Any other use of Customer Marks, such as in a press release or case study, will require Customer’s prior written consent. Company will comply with any written trademark usage guidelines provided by Customer and shall immediately cease using Customer Marks upon the expiration or termination of this Agreement, or upon Customer’s written request.
5. PAYMENTS
5.1. Payment Terms: Customer will pay Company the then-applicable fees described in the Order Form for the Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the service capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or the then-current renewal term; however, Company must provide at least thirty (30) days written notice of any change, and may not change the fee rate structure during any period in which Customer has prepaid for that period.
5.2. Payment Disputes: If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
5.3. Late Payments: Company shall bill Customer via invoice, in which case, full payment for invoices issued in any given month must be received by Company fifteen (15) days after Customer’s receipt of a reasonably undisputed invoice. Unpaid amounts are subject to a finance charge of 1.50% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate suspension of Services.
5.4. Taxes: Customer shall be responsible for all taxes associated with the Services, except U.S. taxes based on Company’s net income. Company shall include any applicable sales tax on any invoices.
6. TERM AND TERMINATION
6.1. Renewal: Subject to earlier termination as provided below, this Agreement is for the Initial Service Term specified in the Order Form and shall automatically renew for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either Party requests termination at least thirty (30) days before the end of the then-current term.
6.2. Breach: In addition to any other remedies it may have, either Party may terminate this Agreement upon thirty (30) days’ notice if the other Party materially breaches any term or condition of this Agreement and does not cure the breach within that notice period.
6.3. Termination for Cause: If Customer terminates this Agreement due to a material breach by Company, then Company shall promptly refund any prepaid fees for Services to be provided after the effective termination date.
6.4. Termination without Cause: Customer may terminate this Agreement for any reason without cause upon thirty (30) days’ notice to Company; however, such termination will not entitle Customer to any refund of fees prepaid by Customer to Company.
6.5. Termination Effects: Upon expiration or termination of this Agreement, Customer shall, and shall cause its affiliates and Authorized Users to, stop using the Services and delete installed Software, including the Mobile App.
6.6. Data Retention: Upon expiration or termination of this Agreement, Company shall, upon Customer's written request made within thirty (30) days of the termination date, provide Customer with a complete export of all Customer Content and Enriched Personal Data as associated with Customer Content in Company’s possession or control in a commonly used, machine-readable format. Following such thirty (30) day period, Company shall delete all Customer Content and Enriched Personal Data as associated with Customer Content in its possession or control, except to the extent retention is required by applicable law, in which case the confidentiality obligations of this Agreement shall continue to apply.
6.7. Monitoring: Company has no obligation to monitor Customer's or any Authorized User's use of the Services and shall have no liability for any failure to do so. Company may, in its discretion, monitor use of the Services to verify compliance with this Agreement, subject to Section 4 (Confidentiality, Ownership, and Data Rights).
6.8. Suspension: In addition to its termination rights under this Section 6, Company may suspend Customer's or any Authorized User's access to the Services, in whole or in part, including by disabling specific features, without liability, if Company reasonably determines that: (a) such suspension is necessary to prevent imminent harm to the Services, Company's systems, or the data of other customers; or (b) Customer's or any Authorized User's use of the Services violates Section 3 (Restrictions and Responsibilities) or poses a security risk. Company will use commercially reasonable efforts to provide advance notice of any suspension where practicable and will promptly restore access once the underlying issue is resolved.
6.9. Survival: All sections of this Agreement that, by their nature, should survive termination will survive termination, including accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
7. WARRANTY AND DISCLAIMER
7.1. Company shall use reasonable efforts, consistent with prevailing industry standards, to maintain the Services in a manner that minimizes errors and interruptions, and shall perform the Services in a professional and workmanlike manner. The Services may be temporarily unavailable for scheduled maintenance or unscheduled emergency maintenance, whether by Company or by third-party providers, or due to other causes beyond Company’s reasonable control. However, Company shall use reasonable efforts to provide advance written or e-mail notice of any scheduled service disruption. Company does not warrant that the Services will be uninterrupted or error-free, nor does it make any warranty as to the results that may be obtained from use of the Services.
7.2. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3.4 (EXPORT CONTROL AND SANCTIONS COMPLIANCE), SECTION 4.10.2 (ENRICHED DATA REPRESENTATION), AND SECTION 7.1, THE SERVICES ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
8. INDEMNIFICATION
8.1. IP Indemnification: Subject to the conditions in Section 8.7, Company shall indemnify, defend, and hold harmless Customer and its affiliates, officers, directors, employees, and agents from liability to third parties resulting from infringement by the Services or Software of any valid patent or any copyright or misappropriation of any trade secret.
8.2. IP Indemnification Exceptions: The foregoing obligations do not apply with respect to portions or components of the Services or Software:
8.2.1. Not supplied by Company or its agents, where the alleged infringement would not have occurred but for such portion or component;
8.2.2. Made in whole or in part in accordance with Customer specifications;
8.2.3. That are modified by or on behalf of any person other than Company or Company employees, agents, or contractors after Company's delivery;
8.2.4. Combined with other products, processes, or materials where the alleged infringement relates to such combination;
8.2.5. Where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or
8.2.6. Where Customer’s use of the Services is not in strict accordance with this Agreement.
8.3. IP Infringement Resolution: If, due to a claim of infringement, the Services or Software are held by a court of competent jurisdiction to be infringing, or are believed by Company to be infringing, Company may, at its option and expense:
8.3.1. Replace or modify the Services or Software to be non-infringing provided that such modification or replacement contains substantially similar features and functionality;
8.3.2. Obtain a license for Customer to continue using the Services or Software during the Term; or
8.3.3. If neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Services.
8.4. IP Infringement Remedy: Sections 8.1 through 8.3 state Company's sole and exclusive liability, and Customer's sole and exclusive remedy, for any actual or alleged infringement or misappropriation of any third-party intellectual property rights by the Services or Software.
8.5. General Indemnification: Subject to the conditions in Section 8.7, Company shall indemnify, defend, and hold harmless Customer and its affiliates, officers, directors, employees, and agents against any damages, losses, liabilities, settlements, and expenses (including costs and attorneys’ fees) in connection with any third-party claim or action that arises from:
8.5.1. Company’s breach of the Data Protection Addendum (popl.co/pages/dpa);
8.5.2. Company’s breach of its confidentiality obligations under Section 4 of this Agreement;
8.5.3. Bodily injury or death of a person, or damage to tangible personal property; or
8.5.4. Company's gross negligence or willful misconduct in connection with the provision of the Services.
8.6. Customer Indemnification:
8.6.1. Subject to the conditions in Section 8.7, Customer hereby agrees to indemnify, defend, and hold harmless Company and its affiliates, officers, directors, employees, and agents against any damages, losses, liabilities, settlements, and expenses (including costs and attorneys’ fees) in connection with any third-party claim or action that arises from:
8.6.1.1. An alleged violation of Section 3 (Restrictions and Responsibilities);
8.6.1.2. Customer Content, including any claim that Customer Content or Company’s use thereof as authorized by Customer infringes or violates a third party's intellectual property rights or privacy rights; or
8.6.1.3. Customer’s unlawful use of the Services or violation of applicable laws in connection with Customer Content or Enriched Personal Data.
8.6.2. Customer shall have no indemnification obligations with regard to any claim or action to the extent it arises from:
8.6.2.1. The negligence, failure to act or misconduct of Company;
8.6.2.2. Company’s failure to comply with applicable laws, rules or regulations; or
8.6.2.3. Company’s breach of this Agreement.
8.6.3. Notwithstanding the foregoing Section 8.6.2.2, Customer shall not be relieved of its indemnification obligations to the extent the claim or action arises from Customer’s breach of Section 3.8 (Audio Recording Consent) or Section 3.9 (Biometric Data Consent), regardless of whether Company is also alleged to have independently failed to comply with applicable law in connection with the same underlying facts.
8.7. Indemnification Conditions: Each Party's indemnification obligations under this Agreement are conditioned on the indemnified Party:
8.7.1. Promptly notifying the indemnifying Party in writing of the claim;
8.7.2. Granting the indemnifying Party sole control over the defense and settlement of the claim, provided that no settlement may be entered into that imposes any obligation or liability on the indemnified Party without the indemnified Party’s prior written consent; and
8.7.3. Providing the indemnifying Party with reasonable cooperation and assistance at the indemnifying Party's expense.
9. LIMITATION OF LIABILITY
9.1. Scope: The limitations and exclusions in this Section 9 apply to all claims arising out of or related to this Agreement, whether based in contract, tort (including negligence), strict liability, or any other legal theory, and apply to each Party’s affiliates, officers, employees, agents, contractors, and suppliers.
9.2. Exclusions of Consequential Damages: Except as expressly set forth in this Section 9, neither Party shall be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of business, revenue, profits, data (including loss, inaccuracy, or corruption of data), interruption of use, or cost of procurement of substitute goods or services, arising out of or related to this Agreement, regardless of the theory of liability and whether or not such Party has been advised of the possibility of such damages.
9.3. General Liability Limit: Except as expressly set forth in this Section 9, each Party’s aggregate liability arising out of or related to this Agreement shall not exceed two (2) times the total fees paid by Customer to Company for the Services provided during the twelve (12) months immediately preceding the event giving rise to the claim.
9.4. Indemnification Liability: Subject to Sections 9.5 and 9.6, each Party’s aggregate liability arising from its indemnification obligations under this Agreement shall be limited to the greater of (i) ten times (10x) the total amount paid by Customer to Company under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim, or (ii) $100,000 USD.
9.5. Limitation Carve-Outs: The limitations and exclusions in this Section 9 shall not apply to:
9.5.1. Either Party’s gross negligence or willful misconduct;
9.5.2. Bodily injury or death of a person, or damage to tangible personal property;
9.5.3. Customer's obligation to pay Fees; or
9.5.4. Customer’s breach of Section 3.1 (Use Restrictions), Section 3.8 (Audio Recording Consent), or Section 3.9 (Biometric Data Consent).
9.6. Data Protection and Security Super Cap: For claims arising from a data breach or violation of applicable data protection laws, Company's aggregate liability under this Agreement shall not exceed $5,000,000, which amount applies in lieu of, and not in addition to, the limits in Sections 9.3 and 9.4. This Section 9.6, and not any other provision of this Agreement, governs any claim against Company arising from unauthorized access to, use of, or disclosure of Customer Content resulting from a security incident or data breach, however such claim is characterized or pled, including as a breach of Company's confidentiality obligations under Section 4.
9.7. Basis of Bargain: Each Party acknowledges that the fees charged reflect the allocation of risk set forth in this Section 9 and the insurance requirements set forth in Section 10, and that the Parties would not have entered into this Agreement without these limitations of liability and insurance commitments.
10. INSURANCE
10.1. During the Term of this Agreement, and for one (1) year thereafter with respect to any claims-made policies, Company shall, at its own expense, maintain the insurance coverages set forth below. All insurance shall be issued by insurers rated A- or better by A.M. Best. Company shall be responsible for all deductibles and self-insured retentions, which shall be commercially reasonable considering Company’s business and risk profile. The insurance maintained by Company shall be primary and non-contributory to any insurance maintained by Customer.
10.1.1. Commercial General Liability Insurance, written on an occurrence basis, including coverage for bodily injury, property damage, personal and advertising injury, and products/completed operations, with limits of at least: $1,000,000 per occurrence, $2,000,000 general aggregate, and $2,000,000 products/completed operations aggregate.
10.1.2. Umbrella / Excess Liability Insurance, written on an occurrence basis, providing coverage in excess of the Commercial General Liability policy, with limits of at least $5,000,000 per occurrence and in the aggregate.
10.1.3. Management Liability Insurance, including Directors & Officers Liability, Employment Practices Liability, and Fiduciary Liability, with limits of at least $1,000,000 per claim, subject to an aggregate limit of $3,000,000.
10.1.4. Technology Errors & Omissions and Cyber Liability Insurance, covering liability arising from technology services, data breaches, network security failures, privacy violations, and errors or omissions, with limits of at least $5,000,000 per claim and in the aggregate.
10.2. Evidence of Insurance: Upon written request, Company shall provide Customer with a certificate of insurance evidencing the coverage required under this Section.
11. MISCELLANEOUS
11.1. Notices: All notices under this Agreement will be in writing to the contacts as specified in the Order Form, and will be deemed to have been duly given when received if personally delivered; when receipt is electronically confirmed if transmitted by e-mail; the day after it is sent if sent for next-day delivery by a recognized overnight delivery service; and upon receipt if sent by certified or registered mail, return receipt requested.
11.2. Relationship: No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement, and neither Party has any authority of any kind to bind the other Party in any respect whatsoever.
11.3. Assignment: Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party’s prior written consent (not to be unreasonably withheld); provided, however, that either Party may assign this Agreement in its entirety without the other Party’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
11.4. Jurisdiction: This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict-of-law provisions. Each Party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware for the resolution of any dispute arising out of or relating to this Agreement.
11.5. Legal Costs: In any action or proceeding to enforce rights under this Agreement, the prevailing Party, as determined by a court of competent jurisdiction, will be entitled to recover costs and attorneys’ fees.
11.6. Disputes: Each Party knowingly, voluntarily, intentionally, and irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury of any dispute, claim, action, or proceeding of any kind, at law or at equity, arising under or relating to this Agreement or the transactions contemplated hereby.
11.7. Force Majeure: Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent caused by circumstances beyond such Party's reasonable control, including acts of God, natural disasters, pandemics, wars, terrorism, governmental actions, or failures of third-party internet infrastructure.
11.8. Enforceability: If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
11.9. No Beneficiaries: Except as expressly provided in Section 2.2.2 (App Distributors) and for the indemnified parties under Section 8 (Indemnification), nothing in this Agreement confers any right, benefit, or remedy on any person other than the Parties and their permitted successors and assigns.
11.10. Interpretation: Section headings are for convenience only and do not affect the interpretation of this Agreement. The words "including" and "for example" mean "including without limitation." This Agreement will be interpreted without regard to any presumption or rule requiring construction against the Party that drafted it.
11.11. Entire Agreement: This Agreement is the complete and exclusive statement of the mutual understanding of the Parties regarding its subject matter and supersedes all prior and contemporaneous written and oral agreements, proposals, and communications relating to that subject matter, including any prior confidentiality agreement between the Parties, provided that any information disclosed under such confidentiality agreement will be treated as Proprietary Information under Section 4. Except as provided in Section 1.7 (Modifications), this Agreement may be modified only by a written amendment signed by authorized representatives of both Parties as described in Section 1.5.1, or by an Order Form as described in Section 1.5.3. No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right or preclude any further exercise of it or of any other right, remedy, or power. No waiver will be effective unless made in writing and signed by an authorized representative of the Party granting the waiver.
Most recent update: October 1, 2026