Terms of Service

1Eligibility

You must be at least 18 years old to use the Service. By using the Service, you represent and warrant that you are at least 18 years of age and have the legal capacity to enter into these Terms. If you are using the Service on behalf of a corporation or other organization, you represent and warrant that you have the ability to agree to these Terms on behalf of such entity and all references to “you” throughout these Terms will include such entity, jointly and severally, with you personally.

You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. If any applicable law, rule or regulation prohibits you from accessing or utilizing the Service, you may not access them. If you nevertheless access or use the Service, you will still be bound to these Terms and shall have all the obligations, responsibilities, and liabilities as if you were eligible to do so.

2Account Registration

To use the Service, you must create an account using one of our supported authentication methods. You are responsible for:

• Maintaining the confidentiality of your account credentials

• All activity that occurs under your account

• Providing accurate and current information during registration

You must notify us immediately of any unauthorized use of your account.

3Organizations and Teams

3.1Organization Accounts

The Service allows users to create and join organizations. Organization owners and administrators are responsible for:

• The actions and data entered by all members of their organization

• Managing member access, roles, and permissions

• Ensuring their organization's use of the Service complies with these Terms

3.2Organization Data Ownership

All operational data (e.g. jobs, clients, fields, etc) created within an organization belongs to that organization. When a member leaves an organization:

• Organization data remains with the organization

• The departing member has no claim to organization-scoped data

• Organizations should cooperate with departing members' reasonable requests for copies of their application records, particularly where those records are needed for regulatory compliance

3.3Member Responsibility

Users are solely responsible for maintaining their own copies of any records they may need for personal regulatory compliance obligations (e.g., state pesticide applicator reporting requirements, EPA audits). The Company has no obligation to retain, preserve, or provide access to records for any regulatory, compliance, or reporting purpose, and assumes no responsibility for any consequences arising from a user's failure to maintain their own records. The Company is not responsible for ensuring users retain access to records after leaving an organization.

4Acceptable Use

Your acceptance of these Terms provides you with a limited and temporary license and permission to access and use the Service, which license and permission we may revoke at any time, as described below. If at any time you become aware of any violation, by any person or entity, of any part of these Terms, you will immediately notify the Company by contacting the Company via email at agtrack@nuwayag.com and provide the Company with assistance, as requested, to stop or remedy such violation. In using the Service, you agree not to:

• Use the Service for any unlawful purpose

• Upload, submit, or transmit false, misleading, or fraudulent data, including, but not limited to, pesticide application records, licensing information, or equipment records

• Access or attempt to gain unauthorized access to the Service or other users' accounts data, or organizational records

• Interfere with or disrupt the operation of the Service or its infrastructure, including by hacking or defacing any portion of the Service, or violate any requirement, procedure, or policy of any servers or networks used by the Service

• Reverse engineer, decompile, disassemble, or attempt to derive the source code of any portion of the Service, except where such restriction is expressly prohibited by applicable law

• Use, post, transmit, or otherwise make available through the Service any materials that are or may be:(a) threatening, harassing, degrading, hateful, or intimidating, or otherwise fail to respect the rights and dignity of others; (b) unlawful, defamatory, libelous, fraudulent, or otherwise tortious; (c) obscene, indecent, pornographic, or otherwise objectionable; or (d) a malware, virus, Trojan horse, time bomb, spyware, or other malicious or harmful code, file, or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment

• Resell, sublicense, redistribute, reproduce, modify, adapt, translate, create derivative works of, rent, lease, loan, distribute, or otherwise exploit any portion of the Service without our express prior written consent, or use the Service to advertise, solicit business, conduct surveys, or operate contests, chain letters, or pyramid schemes

• Systematically extract, download, or store content from the Service through any automated or manual means, except that you may export your own data for personal backup or migration purposes.

• Either personally or through the use of any robot, spider, or other automated device or process: (a) scrape, data mine, or otherwise gather content from the Service; (b) harvest or collect information about users of the Service without the Company's express prior written consent; or (c) delete or revise any material or information belonging to another user of the Service

• Post, transmit, or otherwise make available through the Service any material or content protected by copyright, trademark, trade secret, right of publicity or privacy, or any other proprietary right that you do not have the right to provide, unless you have the express prior written consent of the applicable owner, or otherwise infringe upon the intellectual property, privacy, or publicity rights of others

• Remove or alter any copyright, trademark, or other proprietary rights notice displayed within the Service

• Incorporate any portion of the Service into any other application, product, or service without the Company's express prior written consent

• Use the Service in any manner that violates applicable federal, state, or local law or regulation, including laws governing pesticide application, recordkeeping, and reporting

• Take any other action that restricts any person from using the Service or that, in the Company's sole judgment, exposes the Company, its users, or any third party to liability, damages, or harm of any type

5Data Accuracy and Regulatory Compliance

nuWay AgTrack is a record-keeping tool. It is not a regulatory compliance service.

You and your organization are solely responsible for:

• The accuracy, completeness, and legality of all data entered into the Service

• Compliance with all applicable laws, regulations, and licensing requirements, including but not limited to FAA Part 137 regulations, EPA pesticide application requirements, and state agricultural regulations

• Verifying that records maintained through the Service meet your regulatory obligations

The Company is not responsible for and does not verify, validate, or guarantee the accuracy of any data entered by users, including pesticide information, weather data, application records, or field data.

5.1Automated and Assisted Regulatory Reporting

The Service may offer features that generate and submit regulatory reports (e.g., FAA Part 137 reports) on your behalf, either with your review and approval or on a fully automated basis if you opt in. Regardless of the submission method:

• You are solely responsible for the accuracy, completeness, and timeliness of all reports submitted through the Service, whether you reviewed them before submission or authorized automated submission

• The Company acts only as a transmission tool and does not independently verify report contents

• By enabling automated reporting, you authorize the Service to submit reports using the data you and your organization have entered, on the schedule you have configured

• You may change your reporting preferences at any time through nuWay AgTrack’s settings

6Intellectual Property

6.1Our Rights

The Service, including text, images, photographs, video, audio, graphics, artwork, user interface, page layout, design, code, features, documentation, the overall “look and feel” and visual presentation of the Service, and the selection, coordination, and arrangement of the foregoing, as well as all trade names, trademarks, service marks, logos, designs, and other branding of the Company (collectively, the “Company IP”), is owned by or licensed to the Company and protected by intellectual property laws. These Terms do not grant you any rights to our intellectual property except the limited right to use the Service as described herein. All rights not expressly granted to you in these Terms are reserved by the Company. You may not copy, reproduce, modify, distribute, transmit, display, perform, publish, adapt, edit, create derivative works from, reverse engineer, decompile, disassemble, or otherwise exploit any part of the Service or the Company IP except as expressly permitted in these Terms. Nothing in these Terms or on the Service grants you any license or right to use any Company IP without the Company’s express prior written consent.

6.2Your Data

You and your organization retain ownership of all data you enter into the Service (collectively, “User Contributions”). By using the Service, you grant us a non-exclusive, worldwide, royalty-free license to host, store, process, display, transmit, or otherwise use your User Contributions as necessary to provide and improve the Service, generate aggregated and anonymized analytics, and fulfill the purposes described in this Privacy Policy. You hereby accept sole responsibility for, and assume all liability associated with, your User Contributions, including liability for any claims of infringement, defamation, libel, slander, invasion of privacy, or violation of any other rights arising out of or relating to your User Contributions. This includes the information, statements, facts, and materials contained in any form or medium (including text, audio, video, and photographs). We do not endorse, control, or assume any responsibility for any User Contributions and make no representations or warranties as to their accuracy, legality, or reliability.

6.3Aggregated Data

We may use anonymized, aggregated data derived from your use of the Service for analytics, research, and product improvement. This data will not identify you or your organization.

7Service Availability

We strive to maintain the availability of the Service but do not guarantee uninterrupted or error-free operation. We may modify, suspend, or discontinue the Service (or any part of it) at any time, with or without notice.

8Disclaimer of Warranties

THE SERVICE, INCLUDING ALL INFORMATION AND CONTENT MADE AVAILABLE ON OR ACCESSED THROUGH THE SERVICE, IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PERSON RELATING IN ANY WAY TO THE SERVICE, INCLUDING ANY PART THEREOF, OR ANY THIRD-PARTY SERVICE, WEBSITE, OR CONTENT THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGH THE SERVICE. We specifically disclaim, to the maximum extent permitted by law, all implied warranties of merchantability, fitness for a particular purpose, and non-infringement of any third-party intellectual property or proprietary rights.

Without limiting the foregoing, we do not warrant that:

• The Service will meet your requirements or expectations

• The Service will be uninterrupted, timely, secure, or error-free

• Any data, including weather data, pesticide information, or application records, will be accurate, complete, or reliable

• The Service will satisfy any regulatory or compliance requirements applicable to you or your organization, including without limitation requirements under FIFRA or applicable state pesticide laws

• Any information or data made available through the Service will be free from error, omission, interruption, defect, or delay in operation or transmission

• Any third-party service providers, including weather data providers, authentication providers, or payment processors, will perform adequately or without interruption

ANY INFORMATION OR DATA MADE AVAILABLE THROUGH THE SERVICE IS SUBJECT TO CHANGE WITHOUT NOTICE, AND WE DISCLAIM ALL RESPONSIBILITY FOR SUCH CHANGES.

You acknowledge that the Service is a record-keeping tool and that reliance on the Service for regulatory compliance is at your sole risk. You further acknowledge that we are not responsible for the acts or omissions of any third-party service providers whose service are accessible through or in connection with the Service

9Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY'S TOTAL LIABILITY TO YOU FOR ANY COVERED CLAIMS SHALL NOT EXCEED THE TOTAL AMOUNT YOU HAVE PAID TO THE COMPANY FOR THE SERVICE IN THE TWELVE (12) MONTHS PRIOR TO THE TIME YOUR CAUSE OF ACTION AROSE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, In no event shall the Company OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CONTRACTORS, VENDORS, SERVICE PROVIDERS, ADVERTISERS, PARTNERS, OR AGENTS be liable for any DIRECT, indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of data or records

• Regulatory fines, penalties, or sanctions

• Lost profits or business opportunities

• Costs of procurement of substitute services

ARISING OUT OF, OR IN ANY WAY RELATED TO, THE SERVICE, YOUR ACCESS, USE, OR INABILITY TO USE THE SERVICE, ANY CONTENT CONTAINED THEREIN, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, VIRUS OR LINE OR SYSTEM FAILURE (COLLECTIVELY, “COVERED CLAIMS”), EVEN IF WE OR ANY THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. WE RESERVE THE RIGHT TO ALTER THE CONTENT OF THE SERVICE IN ANY WAY, AT ANY TIME, FOR ANY REASON, WITHOUT PRIOR NOTIFICATION, AND WILL NOT BE LIABLE IN ANY WAY FOR POSSIBLE CONSEQUENCES OF SUCH ALTERATIONS.

This limitation applies regardless of the theory of liability, whether based on contract, tort, strict liability, negligence, or otherwise, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OUR LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

ANY THIRD PARTIES INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE OR ANY CONTENT CONTAINED THEREIN, INCLUDING ANY AGENTS, CHANNEL PARTNERS, AND ASSOCIATED SERVICE PROVIDERS SHALL BE DEEMED THIRD PARTY BENEFICIARIES FOR PURPOSES OF THIS LIMITATION OF LIABILITY SECTION.

10Indemnification

To the maximum extent permitted by applicable law, you agree to defend (at the indemnified party's option), indemnify, and hold the Company and its members, officers, directors, employees, agents, insurers, and attorneys harmless from and against any and all liabilities, claims, actions, suits, proceedings, judgments, fines, damages, costs, losses, and expenses (including reasonable attorneys' fees, court costs, and settlement costs) arising out of or relating to: (a) your User Contributions; (b) your access to or use of the Service; (c) your violation of these Terms or any applicable law, regulation, or third-party right, including, without limitation, any applicable pesticide application, recordkeeping, or reporting requirements; (d) any fraud, misrepresentation, or other wrongful or unlawful conduct by you, including, without limitation, the submission of false or inaccurate operational, licensing, or application records through the Service; or (e) the access to or use of the Service by any third party who is given or gains access to the Service due to your action or inaction, including any unauthorized access resulting from your failure to maintain the security of your account credentials. The Company may, at its option, assume the exclusive defense and control of any matter otherwise subject to indemnification by you, without limiting your indemnification obligations. You agree to cooperate fully with the Company in the defense of any such claim. Notwithstanding the foregoing, nothing in this Section is intended to limit the rights of the Company or its insurers to assume the defense or settlement of any claim for which insurance coverage is sought under any applicable policy.

11Termination

11.1By You

You may terminate your account at any time by contacting us at agtrack@nuwayag.com.

11.2By Us

We may suspend, restrict, or terminate your access to, and use of, the Service at our sole discretion, for any reason, including, but not limited to, (a) because the operation or efficiency of the Service or the Company’s or any third party’s equipment or network is impaired by your use of the Service; (b) the Company has received a third-party complaint which relates to your use or misuse of the Service; or (c) you have been or are in breach of any term or condition of these Terms. The Company will have no responsibility related to any suspension, restriction, or termination of your access to the Service. Subject to applicable law, we will provide notice where possible, although you acknowledge we may not always have your direct contact details to do so. No notice will be provided if you materially violate these Terms. If you do not comply with these Terms, and the Company does not take action immediately, this does not mean the Company gives up any rights that it may have (such as taking action in the future). The provisions of these Terms will survive the termination of your access to the Service and of these Terms. In addition, because the license you grant to us in User Contributions is perpetual, termination of these Terms does not terminate our license to use User Contributions as described elsewhere in these Terms.

11.3Post-Termination Data

Upon termination, you will have a 30-day window to request export or deletion of your data by contacting us at agtrack@nuwayag.com. Data exports will be provided in a commonly used, machine-readable format where technically feasible. After this period, we may delete your data permanently. This 30-day window may be waived in cases of termination for cause (e.g., fraud, abuse, or illegal activity). Notwithstanding the foregoing, certain data may be retained beyond this period as required by applicable law or regulation, or as otherwise set forth in our Privacy Policy.

11.4Survival

Sections 5, 6, 8, 9, 10, 11, 12, and 13 shall survive termination of these Terms.

12Dispute Resolution

12.1Informal Resolution

Before initiating any formal dispute resolution, you agree to contact us at agtrack@nuwayag.com with a written notice describing (a) the nature of the dispute, (b) the specific relief sought, and (c) your contact information, and, in good faith, attempt to resolve the dispute informally for at least 30 days from the date such notice is received by us.

12.2Binding Arbitration

If any such the dispute is not resolved informally, then any controversy, claim, or dispute arising out of or related to these Terms or the Service, including, but not limited to, alleged violations of state or federal statutory or common law rights or duties between you and us (a “Dispute”) shall be solely and exclusively resolved according to the procedures set forth in this Section. If the parties are unable to resolve any Dispute through informal means, either party may initiate binding arbitration of such Dispute by sending notice demanding arbitration to the other party. The demand for arbitration shall be made within a reasonable time after the Dispute has arisen, but in no event shall it be made more than one (1) year from when the aggrieved party knew or should have known of the controversy, claim, or facts forming the basis of the Dispute. The arbitration shall be initiated and conducted according to American Arbitration Association rules and procedures for commercial arbitration, including provisions for the resolution of consumer disputes, if applicable (the “Arbitration Rules”). The arbitration shall be conducted in Holmes County, Ohio, before a single neutral arbitrator appointed in accordance with the Arbitration Rules. Either party may bring a Dispute in small claims court in Holmes County, Ohio, to the extent permitted by the Arbitration Rules. If the amount in controversy is less than Ten Thousand and 00/100 Dollar ($10,000.00), the parties agree that the Dispute will be decided on the basis of written submissions without a hearing. The decision of the arbitrator will be final without option to appeal. To the fullest extent permitted by law, the arbitrator shall not have the power to award punitive, special, consequential, or indirect damages against any party. Arbitration costs and fees shall be divided in accordance with the Arbitration Rules. Each party shall be responsible for paying its own attorneys’ fees, costs, and expenses, regardless of which party prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines. Judgment on the award rendered by the arbitrator(s), if any, may be entered for enforcement purposes in any court having jurisdiction thereof.

12.3Class Action Waiver

No disputes may be arbitrated on a class or representative basis and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. BY AGREEING TO THESE TERMS, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO JOIN CLAIMS OR DISPUTES WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION, CLASS ARBITRATION, OR SIMILAR PROCEDURAL DEVICE; AND WAIVES ANY RIGHT IT MAY HAVE TO PRESENT ITS CLAIM OR DISPUTE IN A COURT OF LAW OR BEFORE A JURY

12.4Exceptions

Either party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of intellectual property rights.

13General Provisions

13.1Governing Law

These Terms are governed by the laws of the State of Ohio, without regard to its conflict of laws provisions. Subject to the dispute resolution process outlined in Section 12, any dispute, claim or other action taken by you must be filed in the courts located in Holmes County, Ohio, United States. You irrevocably consent to this venue.

13.2Modifications

We may update these Terms from time to time. We will notify you of material changes through an in-app notice or via email. Material changes may require your re-acceptance before you can continue using the Service. The "Last Updated" date at the top of these Terms indicates when they were last revised. Continued use of the Service after changes take effect constitutes acceptance of, and agreement to be bound by, the revised Terms.

13.3Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

13.4Entire Agreement

These Terms, as amended from time to time, together with our Privacy Policy, constitute the entire agreement between you and the Company regarding the Service.

13.5Relationship

You agree that no joint venture, partnership, fiduciary, employment, or agency relationship exists between the Company and you as a result of these Terms or use of the Service.

13.6No Waiver

Our failure to enforce any provisions of these Terms or to respond to a breach by you or other parties shall not in any way waive our right to enforce subsequently any terms or conditions of these Terms or to act with respect to similar breaches.

13.7Contact

If you have questions about these Terms, contact us at:

Email: agtrack@nuwayag.com

14Subscriptions

14.1Definitions

As used in this Section 14, the following terms have the meanings below. Capitalized terms used but not defined in this Section 14 have the meaning given to them elsewhere in these Terms.

• “Subscription” means a paid subscription to a Plan that provides access to the applicable features of the Service and that automatically renews for successive Billing Cycles in accordance with Section 14.3, until cancelled or terminated as described in this Section 14.
• “Plan” means a specific subscription tier or offering made available by us, including its associated pricing, features, and available Billing Cycles, as described at https://agtrack.io/#pricing (the "Pricing Page"), as may be updated by us from time to time in accordance with Section 14.2.
• “Billing Cycle” means the recurring period you select at the time of purchase (for example, monthly or annual) for which Subscription Fees are charged.
• “Subscription Fees” means the fees payable for a Subscription, as set out on the Pricing Page at the time of purchase, or as subsequently changed in accordance with Section 14.9.
• “Renewal Date” means the date each new Billing Cycle begins and Subscription Fees for that Billing Cycle are charged.

14.2Plans and Fees

Some features of the Service require a Subscription. Each Plan’s pricing, features, and billing frequency are presented on the Pricing Page and at the time of purchase, and may be updated from time to time in our sole discretion; provided that any such update applies only to new Subscriptions or upon renewal of an existing Subscription in accordance with Section 14.9.

14.3Term and Auto-Renewal

Each Subscription begins on the date of purchase and continues for the Billing Cycle you select. UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 14.4 BEFORE THE END OF THE THEN-CURRENT BILLING CYCLE, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR AN ADDITIONAL BILLING CYCLE OF THE SAME LENGTH, AND WE WILL CHARGE YOUR PAYMENT METHOD THE THEN-APPLICABLE SUBSCRIPTION FEES ON EACH RENEWAL DATE. BY PURCHASING A SUBSCRIPTION, YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBSCRIPTION AUTOMATICALLY RENEWS AS DESCRIBED IN THIS SECTION 14.3 UNTIL CANCELLED.

14.4Cancellation

You may cancel your Subscription at any time from the Subscription page within the Company’s relevant application. We take reasonable measures to ensure that cancellation takes effect at the end of your then-current Billing Cycle; however, to ensure that you are not charged for an additional Billing Cycle, we recommend cancelling your Subscription at least twenty-four (24) hours in advance of your Renewal Date. You will continue to have access to the Subscription through the end of that Billing Cycle, and your Subscription will not renew afterward.

14.5Fee Changes Within Your Organization

Where Subscription Fees are based on organization membership or usage, the fees your organization owes may change as authorized users of your organization add, remove, deactivate, or restore members or otherwise change your organization's use of the Service. Such changes are reflected on your organization’s next invoice following the change, prorated for the remainder of the then-current Billing Cycle where applicable. Your organization is responsible for all Subscription Fees incurred through the actions of its authorized users.

14.6Payment Processing

Subscription Fees are collected and processed by a third-party payment processor. You must keep a valid payment method on file for the duration of any Subscription. By purchasing a Subscription, you authorize Us and Our payment processor to charge that payment method on a recurring basis, without further notice except as required by law or as otherwise stated in these Terms, for all Subscription Fees due, including on each Renewal Date and any price changes made in accordance with Section 14.9. Our payment processor’s handling of your payment information is governed by its own terms and privacy practices in addition to our Privacy Policy, and we are not responsible for errors, delays, or failures caused by the payment processor.

14.7Refunds

Except as required by applicable law, all Subscription Fees are non-refundable, including in connection with a cancellation under Section 14.4. We do not issue refunds for mid-cycle reductions in usage or membership; however, credits may be applied toward your organization's future invoices where applicable.

You authorize us to continue to attempt to charge and/or place holds for all sums described herein, or any portion thereof, to your payment method until such amounts are paid in full. You agree to provide updated payment information upon request, and at any time, the information you previously provided is no longer valid. You acknowledge and agree that we will not have any liability whatsoever for any insufficient funds or other charges incurred by you due to attempts to charge and/or place holds on your specified payment method as contemplated by these Terms.

If you believe you have been charged in error, you must notify us within sixty (60) days of the charge; we will not issue refunds or credits for billing errors reported after that period, except as required by applicable law. If you dispute a charge with your card issuer instead of requesting a refund from us, we may suspend your access to the Service.

14.8Non-Payment, Suspension, and Termination

If a payment fails, we may restrict portions of the Service while payment remains past due, and may suspend or terminate your Subscription if payment is not recovered within five (5) days.

In addition to any other reasons provided in these Terms, we may also suspend or terminate your Subscription immediately if you:

• Violate these Terms;
• Provide false or inaccurate information;
• Engage in conduct that is a violation of any applicable law or tariff; or
• Engage in any activity that materially harms, or is reasonably likely to materially harm, Company, the Services, Company’s reputation, or Company’s legitimate business interests.

Upon suspension or termination of a Subscription, your organization's access to the Services will be limited to those features of the Service available without a paid Subscription.

If your Subscription is terminated, you must pay all charges up to and including the date of termination or suspension. Should you wish to resume your Subscription after any suspension, all past-due unpaid charges must be paid before your subscription can be resumed.

14.9Price Changes

We may change Subscription Fees by posting updated pricing on the Pricing Page and providing you at least ten (10) days’ advance notice before the change applies to your Subscription. Price changes take effect no earlier than your next Renewal Date following the notice. Your continued use of a Subscription after a price change takes effect constitutes your acceptance of the revised Subscription Fees.

14.10Free Trials

We may from time to time offer free or trial access to a Plan (“Free Trial”). The specific terms of each Free Trial — including its duration, any eligibility requirements, whether a payment method is required to start it, and what happens when it ends — will be disclosed to you at the time you sign up for that Free Trial, and by starting a Free Trial you agree to those terms in addition to these Terms.

Some Free Trials will automatically convert into a paid Subscription when the trial period ends. Where a Free Trial is offered on that basis, we will tell you so at sign-up, and: (a) you may be required to provide a valid payment method to start the Free Trial; (b) unless you cancel before the end of the Free Trial period, the Free Trial will automatically convert into a paid Subscription for the applicable Plan and Billing Cycle at the end of the trial, and we may charge your payment method the then-applicable Subscription Fees without further notice except as required by law; and (c) once converted, the Subscription will automatically renew, and may be cancelled, in accordance with Sections 14.3 and 14.4. To avoid being charged, you must cancel before the Free Trial period ends, in accordance with Section 14.4.

Other Free Trials do not require a payment method and will not automatically convert into a paid Subscription. Where a Free Trial is offered on that basis, to continue using the features of a Subscription after the Free Trial ends you must affirmatively purchase a Subscription; if you do not, your access to those features will end at the conclusion of the Free Trial.

A Free Trial may be limited in features, usage, or duration, may be offered subject to eligibility conditions (for example, one Free Trial per organization), and we may modify or discontinue any Free Trial at any time.

14.11Taxes

Subscription Fees are exclusive of taxes unless stated otherwise. You are responsible for all applicable taxes, duties, and governmental assessments associated with your Subscription, other than taxes on Our net income.