We exclusively own and retain all right, title, and interest in and to the Service, including all software, underlying technology, documentation, and all related intellectual property rights (including patents, copyrights, trademarks, and trade secrets). The limited right to use the Service granted in Section 1.2 does not convey any ownership rights.

• License to 9 Pack Software LLC: You grant Us a non-exclusive, worldwide, royalty-free, transferable license to host, process, copy, modify, and display the Customer Data solely as necessary to provide the Service to You and to exercise Our rights under these Terms.

• Ownership: You retain all ownership and intellectual property rights in and to the electronic data and information that You submit to the Service ("Customer Data").

You agree that We may use, modify, and incorporate into the Service, without any payment or attribution to You, any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by You or Your Authorized Users relating to the operation or functionality of the Service ("Feedback").

You agree to pay all undisputed fees specified in all Order Forms. Payments are due according to the schedule specified on the Order Form. Your obligation to pay fees is non-cancellable and fees paid are non-refundable, unless otherwise expressly stated in these Terms.

You are responsible for paying all federal, state, local, and foreign taxes, duties, and levies associated with Your subscription to the Service, excluding only taxes based on 9 Pack Software LLC's net income.

The subscription period is defined in the Order Form ("Initial Term"). Unless stated otherwise in the Order Form, Your subscription will automatically renew for successive renewal terms of the same duration (each a "Renewal Term") unless either party gives the other written notice of non-renewal at least sixty (60) days prior to the end of the current term.

Either party may terminate the agreement if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice of the breach. Non-payment of any undisputed fees constitutes a material breach.

Upon termination of this agreement for any reason:

• Your right to use the Service immediately ceases.

• You shall immediately cease all use of the Service and pay any outstanding fees owed to 9 Pack Software LLC.

• Data Retrieval: 9 Pack Software LLC will make the Customer Data available to You for download for a period of up to thirty (30) days following the effective date of termination. After this period, We reserve the right to delete all Customer Data permanently.

THE SERVICE IS PROVIDED "AS IS," "AS AVAILABLE," AND WITH ALL FAULTS.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 9 PACK SOFTWARE LLC EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, COMPLETELY ERROR-FREE, OR SECURE.

This clause is fundamental to the agreement, allocating risks between the parties.

• Exclusion of Consequential Damages: IN NO EVENT WILL 9 PACK SOFTWARE LLC BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION), EVEN IF 9 PACK SOFTWARE LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

• Cap on Liability: 9 PACK SOFTWARE LLC'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

You agree to defend, indemnify, and hold 9 Pack Software LLC harmless from any third-party claims, demands, losses, damages, or expenses (including reasonable legal fees) arising out of or relating to:

• Your misuse of the Service or Your breach of these Terms.

• Any claim that Your Customer Data, or the use of Customer Data as contemplated by these Terms, infringes upon the intellectual property or privacy rights of a third party.

This Agreement shall be governed by and construed in accordance with the laws of [State/Country of Incorporation, e.g., the State of Delaware], without regard to its conflict of laws principles.

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach thereof, shall be settled by binding arbitration administered by [e.g., the American Arbitration Association (AAA)] in accordance with its Commercial Arbitration Rules. The arbitration shall take place in [City, State]. You and 9 Pack Software LLC hereby waive the right to a trial by jury.

These Terms, together with the Order Forms, constitute the entire agreement between You and 9 Pack Software LLC regarding Your use of the Service and supersedes all prior or contemporaneous agreements, written or oral.

You may not assign or transfer these Terms, in whole or in part, without the prior written consent of 9 Pack Software LLC. We may assign this Agreement without Your consent to an affiliate or in connection with a merger or sale of all or substantially all of Our assets.

We reserve the right to modify these Terms at any time. We will provide notice of any material changes via email or through the Service. Your continued use of the Service after the effective date of the revised Terms constitutes Your agreement to the new Terms.