Terms and Conditions
Suger, Inc.
Effective date: April 1, 2026
These Terms and Conditions (the "Terms") form a legal agreement between Suger, Inc. and its affiliates ("Suger," "Company," "we," "us," or "our") and the person or entity accepting these Terms ("Customer," "you," or "your"). These Terms govern your access to and use of Suger's websites, hosted applications, console, APIs, SDKs, documentation, workflow tools, analytics, integrations, AI-enabled features, support channels, and related services (collectively, the "Services"). By clicking to accept these Terms, executing an Order Form or other commercial document that incorporates these Terms, or accessing or using the Services, you agree to be bound by them.
If Customer and Suger execute an Order Form, statement of work, master services agreement, AWS Marketplace private offer, or other written commercial agreement that references these Terms, that written agreement controls over these Terms to the extent of any direct conflict. Otherwise, these Terms are the complete agreement governing use of the Services.
1. Scope and Definitions
1.1 Service Overview. The Services may include tools and functionality that help Customer configure, publish, sync, analyze, and manage marketplace listings, offers, agreements, entitlements, referrals, reseller motions, billing, metering, notifications, workflows, AI-assisted operational tasks, APIs, SDKs, and related records across Customer's connected systems and external marketplaces.
1.2 Authorized User. "Authorized User" means an employee, contractor, or agent of Customer or its affiliates who is authorized by Customer to access or use the Services under Customer's account.
1.3 Customer Data. "Customer Data" means data, content, configurations, prompts, documents, product information, pricing data, offers, agreements, workflow logic, metering records, business records, instructions, or other information submitted to, stored in, transmitted through, or retrieved from the Services on Customer's behalf.
1.4 Customer Offerings. "Customer Offerings" means the software, services, content, contracts, listings, promotions, pricing, and other items that Customer offers, markets, sells, licenses, or supports using the Services or through any connected marketplace, partner portal, or reseller channel.
1.5 Documentation. "Documentation" means Suger's then-current user guides, help materials, API documentation, setup instructions, and technical materials made available for the Services.
1.6 Marketplace Accounts. "Marketplace Accounts" means Customer's accounts, credentials, permissions, partner-program memberships, portals, and related environments with cloud marketplaces, partner systems, procurement channels, and similar third-party services.
1.7 Order Form. "Order Form" means any ordering document, subscription document, statement of work, private offer, purchase path through a third-party marketplace, or other commercial instrument that identifies the Services purchased by Customer.
1.8 Third-Party Services. "Third-Party Services" means cloud marketplaces, partner portals, CRM systems, ERPs, accounting tools, billing platforms, metering services, identity providers, communication tools, AI or data providers, data warehouses, storage providers, and any other third-party products or services that connect to or interoperate with the Services.
1.9 Usage Data. "Usage Data" means service telemetry, operational metrics, performance data, log data, support metadata, and de-identified or aggregated information relating to the operation, support, security, and improvement of the Services, provided that Usage Data does not identify Customer or any individual as the source unless expressly permitted by Customer or applicable law.
2. Eligibility, Authority, and Accounts
2.1 Eligibility. You may use the Services only if you are legally able to enter into a binding contract and, if you are accepting on behalf of an organization, you have authority to bind that organization to these Terms.
2.2 Account Registration. Customer must provide accurate and complete account information, keep that information current, and promptly update it if it changes. Customer is responsible for all activity conducted through its accounts except to the extent caused by Suger's breach of these Terms.
2.3 Administrators. Customer may designate one or more administrative users with authority to provision Authorized Users, configure integrations, manage permissions, establish workflows, review activity, and otherwise administer the Services on Customer's behalf. Suger may rely on the actions and instructions of Customer's designated administrators.
2.4 Credentials and Security. Customer must maintain the confidentiality of usernames, passwords, API keys, tokens, webhook secrets, private certificates, and any other access credentials associated with the Services. Customer will notify Suger without undue delay if it suspects unauthorized access, credential compromise, or misuse of the Services.
2.5 Responsibility for Users. Customer is responsible for ensuring that all Authorized Users comply with these Terms and any applicable Documentation. Customer is liable for breaches of these Terms caused by its Authorized Users or by any person accessing the Services through Customer's account or credentials, except to the extent caused by Suger.
3. Access Rights and License
3.1 Limited Right to Use. Subject to these Terms and any applicable Order Form, Suger grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Services and Documentation solely for Customer's internal business operations and to support Customer's lawful cloud marketplace, revenue operations, partnership, finance, or related workflows.
3.2 Affiliates and Contractors. Customer may permit its affiliates and service providers to use the Services under Customer's account only to the extent authorized in the applicable Order Form or by Suger in writing, and Customer remains responsible for their acts and omissions.
3.3 Reservation of Rights. Except for the limited rights expressly granted in these Terms, Suger and its licensors reserve all right, title, and interest in and to the Services, Documentation, software, models, workflows, templates, visualizations, and related technology, including all intellectual property rights in them.
3.4 Changes to the Services. Suger may update, enhance, modify, or discontinue features of the Services from time to time. During a paid subscription term, Suger will use commercially reasonable efforts not to materially reduce the core functionality of the Services purchased by Customer, except where changes are required for security, legal, operational, or third-party dependency reasons.
3.5 Beta or Preview Features. Any alpha, beta, preview, early-access, pilot, or similar features are provided as is, may be modified or discontinued at any time, may be subject to additional terms, and are excluded from any service warranty, support commitment, or service level undertaking unless expressly stated otherwise in writing.
4. Marketplace Accounts, Integrations, and Customer Instructions
4.1 Customer Authorization. Customer may connect Marketplace Accounts and other Third-Party Services to the Services. By doing so, Customer authorizes Suger to access, process, transmit, sync, create, modify, store, retrieve, and display data and records from those systems as necessary to provide the Services and to act on Customer's instructions, configurations, approvals, and workflow logic.
4.2 Rights to Connect. Customer represents and warrants that it has all rights, permissions, consents, and legal authority needed to grant Suger the foregoing access and to instruct Suger to interact with Marketplace Accounts and other Third-Party Services on Customer's behalf.
4.3 Third-Party Terms Apply. Customer's use of any Third-Party Service is subject to the separate terms, policies, eligibility rules, fees, and technical requirements of that Third-Party Service. Suger is not responsible for Third-Party Services, and Suger does not endorse or assume responsibility for third-party products, services, content, outputs, or business decisions.
4.4 Reliance on Instructions and Automations. Suger may rely on instructions received from Authorized Users, account administrators, configured approval chains, mapped CRM or ERP fields, workflow rules, API calls, webhook payloads, or other signals Customer enables. Customer is responsible for reviewing and validating its mappings, approvals, prompts, automations, routing logic, legal terms, and business rules before using them in production.
4.5 Third-Party Changes and Outages. The availability and functionality of portions of the Services may depend on Third-Party Services. Suger is not liable for delays, outages, API changes, changes in eligibility rules, portal changes, partner policy changes, review timelines, acceptance decisions, funding decisions, or other acts or omissions of Third-Party Services.
4.6 No Agency or Merchant Role. Unless expressly agreed in writing, Suger is not Customer's broker, reseller, distributor, merchant of record, cloud provider, payment processor, legal representative, tax advisor, accountant, or fiduciary, and Suger does not enter into Customer's downstream transactions with end buyers, resellers, or partners.
5. Customer Data and Customer Responsibilities
5.1 Ownership. As between the parties, Customer retains all right, title, and interest in and to Customer Data and Customer Offerings. Customer grants Suger a non-exclusive, worldwide right during the term to host, copy, process, transmit, store, display, and otherwise use Customer Data solely as necessary to provide, secure, support, and improve the Services and to perform Suger's obligations under these Terms.
5.2 Accuracy and Legality. Customer is solely responsible for the accuracy, completeness, legality, and appropriateness of Customer Data, Customer Offerings, pricing, discounts, legal documents, marketplace content, partner information, workflow instructions, billing inputs, and any representations Customer makes to end customers, partners, or marketplaces.
5.3 Customer Business Decisions. Customer is solely responsible for reviewing and approving listing content, offer terms, custom EULAs, order forms, reseller authorizations, channel margins, payment schedules, billing dimensions, metering logic, tax treatment, revenue recognition treatment, eligibility criteria, and any other business, legal, accounting, procurement, or commercial decisions reflected in or facilitated by the Services.
5.4 Compliance. Customer will use the Services in compliance with applicable laws, regulations, sanctions programs, anti-corruption rules, export controls, procurement requirements, privacy obligations, and the terms of any applicable Third-Party Services. Customer is responsible for obtaining any notices, disclosures, or consents required for its use of the Services.
5.5 Restricted Data. Unless expressly approved by Suger in writing, Customer will not submit to the Services any data subject to special legal or regulatory protection that the Services are not expressly designed to handle, including payment card data requiring PCI DSS compliance, protected health information regulated by HIPAA, or government-classified information.
5.6 Backups and Exports. Customer is responsible for exporting or backing up any Customer Data it wishes to retain. Although the Services may include export or reporting tools, Suger does not undertake to preserve Customer Data indefinitely after termination unless expressly agreed in writing.
6. Acceptable Use and Restrictions
6.1 General Restrictions. Customer will not, and will not permit any third party to: (a) sell, sublicense, rent, lease, or otherwise make the Services available except as expressly permitted; (b) reverse engineer, decompile, disassemble, or attempt to derive source code, underlying models, or non-public APIs; (c) remove or obscure proprietary notices; (d) probe, scan, or test the vulnerability of the Services except through authorized security programs; (e) interfere with or disrupt the integrity, performance, or security of the Services; (f) bypass usage limits, rate limits, security controls, or access restrictions; (g) use the Services to build a competing product or service; (h) submit malicious code, harmful content, or unlawful material; or (i) use the Services in violation of law or the rights of any person.
6.2 Credential Sharing and Abuse. Customer will not share credentials among multiple individuals in a way that defeats seat, access, or security controls, and will not use automated methods to scrape, overload, or otherwise abuse the Services except through permitted APIs and workflows.
6.3 Benchmarking. Customer may conduct internal evaluations of the Services, but may not publicly disclose benchmark, performance, or comparative test results relating to the Services without Suger's prior written consent, except where such restriction is unenforceable under applicable law.
6.4 Enforcement. Suger may monitor use of the Services for security, operational, and compliance purposes and may suspend access to all or part of the Services if it reasonably believes Customer has breached this Section or created a security, legal, or operational risk.
7. Marketplace Transactions and Operational Disclaimers
7.1 Customer Controls Commercial Terms. Customer decides and is solely responsible for the commercial and legal terms of its listings, offers, amendments, reseller motions, downstream contracts, promotions, and customer commitments, whether those items are drafted manually, generated by workflow, imported from another system, or auto-populated by the Services.
7.2 No Guarantee of Marketplace Outcomes. Suger does not guarantee that any listing, private offer, resale offer, CPPO, reseller plan, referral, amendment, funding application, agreement, subscription, invoice, or related record will be accepted, approved, transmitted, fulfilled, renewed, or maintained by any marketplace, partner, reseller, or buyer.
7.3 Metering, Billing, and Revenue Operations. Customer is responsible for validating usage events, billing rules, credits, pricing models, invoices, disbursement reconciliation, revenue reports, entitlements, provisioning logic, and downstream fulfillment before relying on them for financial, legal, accounting, audit, or customer-facing purposes.
7.4 Reseller and Partner Relationships. Customer is solely responsible for its reseller authorizations, partner eligibility, channel margins, end-customer restrictions, co-sell commitments, downstream obligations, and any disputes with partners, resellers, or buyers.
7.5 Customer Offerings. Suger is not responsible for the design, development, performance, support, warranty, legality, security, availability, or fitness of Customer Offerings, and Suger is not responsible for any claims made by or against Customer in connection with Customer Offerings.
7.6 Independent Review Required. Customer acknowledges that marketplace transactions may require independent business, legal, finance, tax, procurement, or security review. The Services are a workflow and automation platform, not a substitute for Customer's internal approvals, contractual review, legal judgment, tax determinations, or accounting conclusions.
8. AI Features, Automation, and Workflows
8.1 AI and Automation Features. The Services may include AI-enabled or rules-based features such as data mapping, auto-filled fields, scoring, forecasting, recommendations, drafted content, natural-language querying, workflow nodes, or suggested next actions.
8.2 Human Review Required. Customer is solely responsible for reviewing, validating, and approving any AI-generated or automated output before Customer submits, publishes, sends, or relies on it. Customer will not treat such output as professional advice or as a final business decision without appropriate independent review.
8.3 Third-Party AI Providers. Certain AI-enabled features may depend on Third-Party Services. Those third parties may have their own terms, limitations, model behaviors, and processing practices, and Suger is not responsible for their acts or omissions.
8.4 No Accuracy Guarantee. AI-enabled or automated outputs may be incomplete, inaccurate, biased, delayed, or unsuitable for a particular use. Suger makes no representation that any AI-generated suggestion, score, classification, prompt response, mapping, or prediction will be correct or fit for Customer's purposes.
8.5 Customer Inputs. Customer is responsible for its prompts, automations, workflow logic, selected models, and instructions and for ensuring they do not infringe rights, violate law, or include restricted or unnecessary personal data.
9. Fees, Billing, Taxes, and Trials
9.1 Fees. Customer will pay the fees and charges described in the applicable Order Form, pricing page, or other commercial document. Except as expressly stated otherwise, all fees are non-cancelable and non-refundable once paid.
9.2 Billing. Unless the applicable Order Form specifies otherwise, Suger may invoice Customer in advance for subscription fees and in arrears for usage-based or overage fees. Undisputed amounts are due within thirty (30) days after the invoice date. If Customer purchases the Services through a third-party marketplace or other channel, that channel's billing mechanics may apply in addition to these Terms.
9.3 Taxes. Fees do not include taxes, duties, levies, or similar governmental assessments, all of which are Customer's responsibility except taxes based on Suger's net income. If Customer is required by law to withhold taxes, Customer will furnish appropriate withholding receipts or other documentation sufficient to support the payment.
9.4 Late Payments. Overdue undisputed amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month or the highest rate permitted by law, and Suger may suspend access to the Services for nonpayment after providing reasonable notice and an opportunity to cure.
9.5 Free Trials and Promotions. Any free trial, proof of concept, or promotional access may be subject to additional terms, may be revoked at any time, and may be limited in features, usage, support, storage, or duration.
9.6 Renewals. Subscription terms, renewals, downgrade rights, and expansion rights are governed by the applicable Order Form or pricing commitment. If no renewal terms are stated there, any renewal will occur only by mutual agreement.
10. Confidentiality
10.1 Definition. "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other party ("Recipient") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the context of disclosure. Customer Data is Customer Confidential Information. The Services, Documentation, pricing, security materials, and non-public product roadmaps are Suger Confidential Information.
10.2 Use and Protection. Recipient will use Confidential Information only as necessary to perform or exercise its rights under these Terms and will protect the Confidential Information using at least reasonable care, but not less than the care it uses to protect its own similarly sensitive information.
10.3 Permitted Disclosure. Recipient may disclose Confidential Information to its employees, contractors, advisors, and service providers who have a need to know it for purposes of these Terms and who are bound by confidentiality obligations at least as protective as those in this Section.
10.4 Exclusions. Confidential Information does not include information that Recipient can show: (a) is or becomes public without Recipient's breach; (b) was lawfully known to Recipient without obligation of confidentiality before disclosure; (c) is independently developed by Recipient without use of or reference to the Discloser's Confidential Information; or (d) is lawfully received from a third party without restriction.
10.5 Compelled Disclosure. Recipient may disclose Confidential Information to the extent required by law, regulation, or court order, provided that, where legally permitted, Recipient gives prompt notice to Discloser and reasonably cooperates with Discloser's efforts to seek protective treatment.
11. Privacy, Security, and Data Processing
11.1 Privacy Policy. Suger's handling of personal information collected directly from the website or in connection with account administration is governed by Suger's then-current Privacy Policy. Customer remains responsible for its own privacy notices and lawful bases for processing personal data it submits to the Services.
11.2 Data Processing Addendum. If and to the extent Suger processes personal data on Customer's behalf as a processor or service provider, the parties may execute Suger's applicable Data Processing Addendum or equivalent written data-processing terms, which will control to the extent required by applicable privacy law.
11.3 Security Measures. Suger will maintain administrative, technical, and physical safeguards designed to protect the Services and Customer Data against unauthorized access, use, alteration, or disclosure, taking into account the nature of the Services and the sensitivity of the data processed.
11.4 Usage Data and Service Improvement. Suger may collect and use Usage Data to operate, support, secure, analyze, and improve the Services and to develop reports and insights, provided that Suger will not disclose Usage Data externally in a manner that identifies Customer as the source without Customer's permission except as required by law.
11.5 Security Incidents. If Suger becomes aware of a confirmed security incident affecting Customer Data in Suger's control, Suger will notify Customer without undue delay as required by applicable law and will provide information reasonably necessary for Customer to understand the nature and reasonably likely consequences of the incident.
11.6 Customer Security Responsibilities. Customer is responsible for configuring access rights, user provisioning, approval flows, integration permissions, network controls, and other settings within Customer's control and for promptly revoking access when it is no longer authorized.
12. Intellectual Property, Feedback, and Publicity
12.1 Suger Technology. The Services, Documentation, software, templates, reports, visualizations, AI systems, workflows, and related technology, together with all modifications and improvements to them, are and remain the property of Suger and its licensors.
12.2 Customer Materials. Customer retains ownership of Customer Data and Customer Offerings. Subject to these Terms, Customer grants Suger only the limited rights described in Section 5.1.
12.3 Feedback. If Customer provides feedback, suggestions, ideas, enhancement requests, or recommendations regarding the Services, Suger may use them without restriction or obligation, provided that Suger will not publicly identify Customer as the source without permission.
12.4 No Implied Rights. No rights or licenses are granted by implication, estoppel, or otherwise except as expressly stated in these Terms.
12.5 Publicity. Neither party may issue a press release or use the other party's name, logo, or trademarks in public marketing materials without prior written consent, except that Suger may describe Customer in a factual customer list only if Customer separately authorizes that use in writing.
13. Support, Professional Services, and Service Levels
13.1 Support. During the applicable subscription term, Suger may provide support through documentation, help materials, email, messaging channels, or other support methods made available to Customer. Any support hours, response times, implementation commitments, or dedicated channels will be as described in the applicable Order Form or support policy.
13.2 No SLA Unless Stated. Any service level commitment, uptime commitment, response commitment, or support credit applies only if expressly stated in an Order Form or separate written service level agreement.
13.3 Professional Services. Any implementation, onboarding, migration, configuration, advisory, or other professional services are governed by the applicable Order Form or statement of work. Unless otherwise agreed in writing, Suger retains ownership of any preexisting materials, methods, know-how, and reusable tools used in performing professional services.
13.4 Subcontractors. Suger may use affiliates and subcontractors to perform portions of the Services, provided that Suger remains responsible for their performance to the same extent as if performed by Suger directly.
14. Suspension, Term, and Termination
14.1 Term. These Terms begin on the date Customer first accepts them and continue until all subscriptions, Order Forms, and use of the Services have expired or been terminated.
14.2 Suspension. Suger may suspend or limit access to the Services immediately if necessary to prevent harm, address a security threat, stop unlawful activity, respond to repeated abuse, avoid material operational risk, or enforce these Terms, provided that Suger will use commercially reasonable efforts to notify Customer when practicable.
14.3 Termination for Cause. Either party may terminate these Terms or an affected Order Form if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after written notice, except that termination may be immediate for breaches that cannot reasonably be cured.
14.4 Effect of Termination. Upon expiration or termination, Customer's right to access and use the Services ceases, Customer must stop using the Services, and any unpaid amounts become immediately due and payable. Subject to the Documentation and any applicable Order Form, Customer may have a limited period after termination to export its Customer Data before deletion.
14.5 Deletion and Retention. Following expiration or termination, Suger may delete Customer Data in accordance with its standard retention practices, except to the extent Suger is required to retain it by law, for legitimate security or audit purposes, or as otherwise stated in a written agreement.
14.6 Survival. Sections that by their nature should survive expiration or termination, including payment obligations, confidentiality, intellectual property, disclaimers, indemnification, limitations of liability, dispute provisions, and miscellaneous terms, will survive.
15. Warranties and Disclaimers
15.1 Mutual Authority Warranty. Each party represents and warrants that it has the authority to enter into these Terms and to perform its obligations under them.
15.2 Limited Service Warranty. Suger warrants that, during a paid subscription term, the Services will materially conform to the applicable Documentation under normal authorized use. Customer's exclusive remedy for breach of this warranty is for Suger to use commercially reasonable efforts to correct the non-conformity, and if Suger cannot do so within a reasonable time, Customer may terminate the affected Services and receive a prorated refund of prepaid fees for the terminated remainder of the applicable subscription term.
15.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN THESE TERMS, THE SERVICES, DOCUMENTATION, SUPPORT, BETA FEATURES, THIRD-PARTY SERVICES, AI-ENABLED FEATURES, AUTOMATED WORKFLOWS, REPORTS, AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." SUGER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
15.4 No Outcome Warranty. Suger does not warrant that the Services will be uninterrupted or error-free or that any marketplace listing, offer, agreement, funding request, partner referral, billing result, report, forecast, or AI-generated output will be accurate, complete, accepted, approved, or commercially successful.
15.5 No Professional Advice. The Services do not constitute legal, tax, accounting, audit, procurement, security, regulatory, or other professional advice, and Customer is solely responsible for obtaining advice appropriate to its circumstances.
16. Indemnification
16.1 Customer Indemnity. Customer will defend, indemnify, and hold harmless Suger and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) Customer Data or Customer Offerings; (b) Customer's use of the Services in violation of these Terms or applicable law; (c) Customer's connected Marketplace Accounts or Third-Party Services; (d) Customer's downstream agreements, offers, listings, pricing, or reseller relationships; or (e) allegations that Customer Data, Customer Offerings, or Customer's instructions infringe, misappropriate, or otherwise violate a third party's rights.
16.2 Suger Indemnity. Suger will defend Customer from any third-party claim that the paid Services, when used by Customer as permitted under these Terms, infringe or misappropriate that third party's United States intellectual property rights, and Suger will indemnify Customer against resulting damages and settlement amounts finally awarded or agreed to in writing by Suger, provided that Suger will have no obligation to the extent the claim arises from: (a) Customer Data, Customer Offerings, or Third-Party Services; (b) modifications not made by Suger; (c) use of the Services contrary to these Terms or Documentation; or (d) combination of the Services with items not supplied by Suger where the claim would not have arisen but for the combination.
16.3 Mitigation. If the Services become or, in Suger's opinion, are likely to become the subject of an infringement claim, Suger may: (a) procure for Customer the right to continue using the Services; (b) modify the Services to make them non-infringing without materially reducing their functionality; or (c) terminate the affected Services and refund prepaid fees for the terminated remainder of the subscription term.
16.4 Procedure. The indemnified party must promptly notify the indemnifying party of any covered claim, give the indemnifying party sole control of the defense and settlement, except that no settlement may impose liability or admissions on the indemnified party without its consent, and provide reasonable cooperation at the indemnifying party's expense.
16.5 Exclusive Remedy. This Section states each party's sole and exclusive remedy, and the indemnifying party's entire liability, for the types of third-party claims described in this Section.
17. Limitation of Liability
17.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS INTERRUPTION, OR COSTS OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
17.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER TO SUGER FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF THE CLAIM ARISES DURING A FREE TRIAL OR BEFORE ANY FEES HAVE BEEN PAID, EACH PARTY'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100).
17.3 Carve-Outs. The exclusions and limitations in this Section do not limit: (a) Customer's payment obligations; (b) either party's indemnification obligations; (c) either party's liability for fraud, willful misconduct, or gross negligence to the extent such limitation is prohibited by law; or (d) Customer's violation of Suger's intellectual property rights.
17.4 Allocation of Risk. The parties agree that the fees and the allocation of risk reflected in these Terms are an essential basis of the bargain and that Suger would not provide the Services without these limitations.
18. Governing Law and Dispute Resolution
18.1 Governing Law. These Terms are governed by the laws of the jurisdiction identified in the applicable Order Form or, if no jurisdiction is specified there, the jurisdiction inserted by Suger in the final published version of these Terms, without regard to conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.
18.2 Venue. Unless the final published version of these Terms provides for arbitration, the state and federal courts located in the venue identified in the final published version of these Terms will have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and each party consents to personal jurisdiction and venue in those courts.
18.3 Injunctive Relief. Nothing in these Terms limits either party's right to seek injunctive or other equitable relief for actual or threatened misuse of intellectual property, Confidential Information, or data security rights.
18.4 Optional Arbitration Swap. If Suger elects to use arbitration instead of court venue in the final published version of these Terms, the arbitration provision included in that published version will replace Section 18.2 in its entirety.
19. Miscellaneous
19.1 Notices. Customer will send legal notices to Suger using the notice details stated in the final published version of these Terms, and Suger may send notices to Customer using the account contact information or email address Customer provides. Notices are deemed given when received, if delivered personally; when received by confirmed courier; or when sent by email, on the date of transmission if no delivery failure is returned.
19.2 Changes to the Terms. Suger may update these Terms from time to time. Material changes will be effective on a prospective basis after reasonable notice, including by posting updated Terms on the website or through the Services. Customer's continued use of the Services after the effective date of updated Terms constitutes acceptance of the updated Terms.
19.3 Assignment. Neither party may assign these Terms without the other party's prior written consent, except that either party may assign these Terms without consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets, provided that the assignee agrees in writing to be bound by these Terms.
19.4 Force Majeure. Neither party is liable for delay or failure to perform due to events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, failures of telecommunications or internet service providers, government action, or failures of critical third-party infrastructure, except that Customer's payment obligations are not excused.
19.5 Export and Sanctions. Customer may not use, export, or re-export the Services in violation of applicable export control or sanctions laws and represents that it is not located in, ordinarily resident in, or controlled by any person located in a prohibited jurisdiction or listed on any applicable restricted party list.
19.6 Independent Contractors. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
19.7 Electronic Communications. Customer agrees that Suger may communicate with Customer electronically for account, legal, billing, product, and support purposes and that electronic records, clickthrough acceptance, and electronic signatures satisfy any legal requirement for a writing.
19.8 Waiver and Severability. No waiver of any provision of these Terms is effective unless in writing and signed by the waiving party. If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be interpreted to best accomplish its intended purpose to the maximum extent permitted by law.
19.9 Entire Agreement. These Terms, together with any applicable Order Forms and documents expressly incorporated by reference, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous proposals, statements, and agreements relating to the Services.
19.10 No Third-Party Beneficiaries. Except as expressly stated in the indemnification section, these Terms do not create any third-party beneficiary rights.
Suger, Inc. | support@suger.io | Effective date: April 1, 2026