Terms of Service

Last Updated: July 24th, 2026

Crunch Cloud Analytics, LLC (“Crunch”) provides use of its online web-based analytics technologies specified in the applicable order form (collectively, “Subscription Services”) to the Customer (as defined in the order form) subject to the following Terms of Service (“Terms”).

1. PURCHASED SUBSCRIPTION SERVICES

1.1 Provision of Purchased Subscription Services. Crunch will make any purchased Subscription Services available to the Customer pursuant to these Terms and the relevant order form, statement of work or similar document incorporating these Terms (the “Order Form”) during the term set out in the Order Form, including any renewal periods (the “Subscription Term”). Each Order Form and the Terms together constitute an “Agreement”. The Customer agrees that its purchase of Subscription Services is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Crunch regarding future functionality or features. The Customer’s use of the Subscription Services includes the right to access all functionality available in the purchased Subscription Services as of the effective date of this Agreement or such other date specified in the Order Form.

1.2 Enhancements and New Features. Unless otherwise determined by Crunch at its sole discretion, subsequent enhancements to the Subscription Services made generally available to all subscribing customers will be made available to the Customer at no additional charge. Notwithstanding the foregoing, new features, functionality or enhancements to the Subscription Services may be marketed separately by Crunch and may require the payment of additional fees. Crunch will determine, in its sole discretion, whether access to such new features, functionality or enhancements will require an additional fee. Unless otherwise set forth in an Order Form, this Agreement will apply to any updates, upgrades and new modules or offerings subsequently provided by Crunch to the Customer as part of any purchased Subscription Services.

2. SUBSCRIPTION SERVICES

2.1 Crunch Obligations. Where specified, Crunch shall comply with the Service Levels set out in the Order Form.

2.2 Internal Use License to use Subscription Services. During the Subscription Term, Crunch hereby grants the Customer’s employees, consultants, contractors, or agents who are authorized by Customer or its Affiliates (where “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, and “control” means the ownership of more than 50% of the voting shares or other equity interests, or the power to direct the management and policies of an entity) to access and use the Subscription Services and who have been supplied user identifications and passwords by the Customer for such purposes (“Internal Users”), a non-exclusive, revocable, limited internal use license to access and use the Subscription Services.

2.3 Third-Party Use License to use Subscription Services. During the Subscription Term, Crunch hereby grants the Customer’s end clients that are specifically indicated in the Order Form, for whom the Customer has created data (“Data Created by Customer for a Third-Party”), who are authorized by the Customer or its Affiliates to access and use the Subscription Services, and who have been supplied user identifications and passwords by the Customer for such purposes (“Third-Party Users”) a non-exclusive, revocable limited view-only license to access and use the Subscription Services solely to access and analyse the Data Created by the Customer for Third-Party Users. Internal Users and Third-Party Users are referred to collectively in these Terms as “Users”.

2.4 Updates and Limitations. Crunch will host the Subscription Services and may update the functionality and user interface of the Subscription Services from time to time in its sole discretion as part of its ongoing improvement of the Subscription Services. Unless otherwise agreed in writing and except as set forth in clause 1.2, the Subscription Services shall be made available to the Customer as it makes generally commercially available to other clients and may be subject to certain limitations, such as, for example, limits on storage capacity for Customer Data (as defined in clause 3.1 below).

3. USE AND PROTECTION OF CUSTOMER DATA

3.1 Ownership and Licence of Customer Data. As between Crunch and the Customer, the Customer exclusively owns all right, title and interest in and to all Customer Data. For the purposes of this Agreement, “Customer Data” means all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials uploaded to the Subscription Services by the Customer or its Users. The Customer hereby grants to Crunch a non-exclusive license to use the Customer Data for purposes of performing its rights and obligations under this Agreement. Customer Data is deemed Confidential Information under this Agreement. Crunch does not review Customer Data unless specifically agreed by Crunch in writing. The licence granted in this clause 3.1 includes the right for Crunch to transmit Customer Data to AI Model Providers solely for the purpose of generating outputs requested by the Customer or its Users (“AI Outputs”). As between Crunch and the Customer, AI Outputs shall, to the extent intellectual property rights subsist in them, be owned by the Customer, subject to Crunch’s ownership of all underlying model infrastructure, algorithms, model weights and prompt engineering. Crunch makes no representation or warranty that AI Outputs are original or free from third-party intellectual property claims, and the Customer is responsible for reviewing AI Outputs before any commercial use. The Customer warrants that it has all necessary rights and consents in respect of any Customer Data submitted as input to AI Features to permit the processing contemplated by this clause.

3.2 Customer Responsibility and Safeguards. As between Crunch and the Customer, the Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Data. Crunch may use Customer Data in an aggregated and anonymised manner to provide and improve its services. Crunch will maintain reasonable administrative, physical and technical safeguards for the protection, confidentiality and integrity of Customer Data. Notwithstanding the foregoing, no security system is entirely immune to breaches, unauthorized access, or cyber threats and Crunch makes no warranties or representations regarding the security of Customer Data. Crunch shall not be liable for any loss, damage, or corruption of Customer Data stored or transmitted through the Customer’s use of the Subscription Services and the Customer is solely responsible for implementing and maintaining appropriate backup procedures for Customer Data.

3.3 AI Features. Where the Customer or its Users use any AI-powered functionality made available within the Subscription Services, including without limitation AI-assisted summarisation, AI-powered search, conversational AI or AI persona creation (collectively, “AI Features”), the Customer acknowledges that: (a) Customer Data submitted as prompts, queries or other inputs to AI Features may be processed by third-party artificial intelligence model providers engaged by Crunch ("AI Model Providers"); (b) Crunch will not use Customer Data processed through AI Features to train or fine-tune any underlying AI model, or use such data to improve the weights, parameters or architecture of any AI model, without the Customer’s prior written consent; (c) AI Model Providers used in connection with the AI Features will be disclosed to the Customer upon request; and (d) notwithstanding clause 3.3(b), Crunch may analyse prompts, queries and other inputs submitted by the Customer or its Users to AI Features in order to understand how the Subscription Services are used and to improve and develop Crunch’s products and services generally, provided that such analysis does not involve training or fine-tuning any underlying AI model.

4. CUSTOMER’S RESPONSIBILITIES

4.1 Customer and Users. The Customer shall be responsible for ensuring that its Users put in place appropriate safeguards to protect the Subscription Services and their account passwords. The Customer shall not permit access to or use of the Subscription Services by anyone except designated Users. The Customer is responsible for its Users’ compliance with the terms of this Agreement and any applicable terms of use in respect of its Users’ use of the Subscription Services. The Customer agrees that it is liable for any acts or omissions of its Users (including with respect to unauthorized data uploads).

4.2 Restrictions. The Customer understands that all Customer Data, whether publicly posted or privately transmitted, are the sole responsibility of the Customer. By uploading Customer Data to Subscription Services, the Customer affirms that it is authorized to do so. The Customer shall not, and shall ensure its Users shall not: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit the Subscription Services or make the Subscription Services available to any third party, other than to Users or as otherwise authorized under this Agreement; (b) use the Subscription Services to collect, transmit or process any material that is infringing, obscene, threatening, libelous, or otherwise unlawful or tortious, including material that is harmful to children or violates third party privacy rights; (c) use the Subscription Services to send, store, publish, post, upload or otherwise transmit any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another; (d) interfere with or disrupt the integrity or performance of the Subscription Services; (e) attempt to gain unauthorized access to the Subscription Services or its related systems or networks; (f) use or knowingly permit others to use any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Subscription Services; (g) access the Subscription Services for the purpose of building a similar or competitive product; (h) copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Subscription Services or any part thereof or otherwise attempt to discover any source code or modify the Subscription Services; or (i) use any AI Features to: (1) generate deceptive, fraudulent or misleading content, including impersonation of real individuals or synthetic media designed to deceive; (2) create AI personas that impersonate identifiable real individuals without their authorisation; or (3) attempt to extract, reconstruct or reverse-engineer any underlying AI model, training data or system prompts.

4.3 If during the Subscription Term the Customer undergoes a corporate restructure (including without limitation: a change of control, merger or acquisition), which materially and adversely impacts the Agreement and/or the Subscription Services, Crunch may suspend or terminate access to the Subscription Services by giving the Customer not less than 30 days’ prior written notice, during which period the parties shall negotiate in good faith to agree any necessary amendments to this Agreement.

4.4 Temporary Suspension. Crunch monitors all use of the Subscription Services for security and operational purposes. Crunch may suspend, temporarily, the Customer’s or its Users’ access to the Subscription Services in the event that either the Customer or its Users are engaged in, or Crunch in good faith suspects the Customer or its User is engaged in, any unauthorized conduct (including any violation of this Agreement, any applicable law or third-party right, including the terms of any Third Party Offering on which the Customer’s use of the Subscription Services relies). Crunch will use reasonable efforts to attempt to notify the Customer before or at the time of such suspension; provided, however, that Crunch’s exercise of the suspension rights herein shall not be conditioned upon the Customer’s receipt of any notification. The Customer agrees to: (a) notify Crunch immediately of any unauthorized use of any password or account or any other known or suspected breach of security related to the Subscription Services; (b) report to Crunch immediately, and use reasonable efforts to immediately stop, any copying or distribution of Customer Data that is known or suspected by the Customer or its Users as being unlawful or unauthorized; and (c) not impersonate another User or provide false identity information to gain access to or use the Subscription Services. A suspension may take effect for the Customer’s entire account, and the Customer understands that such suspension would therefore include Affiliate and/or User accounts. The Customer agrees that Crunch will not be liable to the Customer or to any Affiliate or User or any other third party if Crunch exercises its suspension rights as permitted by this Section.

4.5 Accuracy of Customer Information. The Customer agrees to provide accurate, current and complete information as necessary for Crunch to communicate with the Customer from time to time regarding the Subscription Services, issue invoices or accept payment, or contact the Customer for other purposes related to this Agreement. The Customer agrees to keep any online account information current and inform Crunch of any changes in the Customer’s legal business name, address, email address and phone number. The Customer agrees to accept emails from Crunch at the e-mail address specified by its Users for login purposes. In addition, the Customer agrees that Crunch may rely and act on all information and instructions provided to Crunch by Users from the above-specified e-mail address. Crunch may, in its discretion, share the Customer’s contact information with third party service providers for the purposes of providing information about maintenance schedules, or Subscription Service releases or configurations. If the Customer chooses to opt-out of such messages, or does not register to receive Support communications, Crunch shall not be responsible for any issues, errors, defects in the Subscription Services that could have been avoided by the Customer acting on such messaging.

4.6 AI Compliance Restrictions. The Customer shall not, and shall ensure its Users shall not, use the Subscription Services, AI Features, AI Outputs or any materials derived therefrom: (a) as the sole or primary basis for automated decision-making that produces legal or similarly significant effects on individuals, including without limitation credit scoring, insurance underwriting, recruitment or employment decisions, or access to essential public or private services; (b) for social scoring, biometric identification or categorisation of individuals, emotion recognition in workplace or educational settings, or any form of subliminal manipulation or exploitation of vulnerabilities of individuals based on age, disability or socioeconomic status; (c) for any purpose that constitutes a prohibited AI practice or a high-risk AI application under applicable law, unless the Customer has first obtained Crunch’s prior written consent and has satisfied all applicable compliance obligations under such law; or (d) in any manner that would cause Crunch to become subject to additional regulatory obligations or liabilities under applicable law that would not otherwise apply to Crunch.

5. Third Party Web Sites, Products and Services.
5.1 The Subscription Services may rely on, or require, the Customer accessing services provided by third parties (“Third Party Offerings”). The Customer’s or its User’s use of Third Party Offerings must at all times comply with the applicable terms governing the same. The Customer understands and agrees that the availability of the Subscription Services, or certain features and functions thereof, is dependent on the corresponding availability of Third-Party Offerings or its specific features and functions. Crunch will not be liable to the Customer or any third party in the event that changes in Third Party Offerings cause the unavailability or degradation of the Subscription Services or any feature or function thereof.

6. FEES AND PAYMENT TERMS

6.1 Fees. The Customer agrees to pay all fees specified in all Order Forms using an industry-standard payment method Crunch supports. Except as otherwise specified in this Agreement or in an Order Form, (a) fees are quoted and payable in the currency stated in the Order Form, (b) fees are based on Subscription Services purchased, regardless of usage, (c) payment obligations are non-cancellable and fees paid are non-refundable, and (d) the Subscription Services purchased cannot be decreased during the relevant Subscription Term. All amounts payable under this Agreement will be made without setoff or counterclaim, and without any deduction or withholding.

6.2 Invoices and Payment. All Subscription Services fees will be invoiced in advance unless otherwise set forth in the applicable Order Form. Fees for fee-based implementations, training or other consulting services that Crunch may perform where specified in an Order Form (“Ancillary Services”) will be invoiced as set forth in the applicable Order Form. Except as otherwise set forth in the applicable Order Form, the Customer agrees to pay all invoiced amounts within thirty (30) calendar days of the invoice date.

6.3 Overdue Charges. If Crunch does not receive fees by the due date then, at Crunch’s discretion, such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

6.4 Suspension of Service. If any amounts owed by the Customer for the Subscription Services are overdue, Crunch may, without limiting Crunch’s other rights and remedies, suspend the Customer’s and its Users’ access to the Subscription Services until such amounts are paid in full.

6.5 Payment Disputes. Crunch agrees that it will not exercise its rights under clause 6.3 (Overdue Charges) or 6.4 (Suspension of Service) if Crunch determines that the applicable charges are under reasonable and good faith dispute and the Customer is cooperating diligently to resolve the dispute.

6.6 Taxes. The Customer is solely responsible for the payment of all taxes, assessments, tariffs, duties or other fees imposed, assessed or collected by or under the authority of any governmental body (collectively, “Taxes”) arising from Crunch’s provision of the Subscription Services hereunder, except any taxes assessed on Crunch’s net income. If Crunch is required to directly pay Taxes related to the Customer’s use of the Subscription Services or receipt of any Ancillary Services hereunder, the Customer agrees to promptly reimburse Crunch for any amounts paid by Crunch.

7. PROPRIETARY RIGHTS

7.1 For the purposes of this Agreement, “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.

7.2 Subscription Services. Crunch, its licensors and its service providers own all right, title and interest in and to the Subscription Services, including all related Intellectual Property Rights. Crunch reserves all rights not expressly granted to the Customer under this Agreement. Neither the Customer nor any Users will delete or in any manner alter the copyright, trademark, and other proprietary notices of Crunch appearing on the Subscription Services or any portion thereof. Additionally, Crunch shall exclusively own all right, title and interest in and to all suggestions, enhancement requests, recommendations or other feedback provided by the Customer and its Users relating to the Subscription Services (“Feedback”), and the Customer hereby assigns to Crunch all its right, title, and interest in and to the Feedback, including all Intellectual Property Rights therein or relating thereto. At Crunch’s reasonable request and expense, the Customer will execute necessary documents and take such further acts as Crunch may reasonably request to assist Crunch to acquire, perfect and maintain such Intellectual Property Rights in the Feedback.

7.3 Statistical Information. Crunch may monitor the Customer’s use of the Subscription Services and use data related to the Customer’s use in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Subscription Services. The Customer agrees that Crunch may make such aggregate and anonymous information publicly available, provided that such information does not identify the Customer or its Confidential Information. Crunch retains all Intellectual Property Rights in such statistical and performance information.

8. DATA PROTECTION

8.1 Crunch processes the names, email addresses and IP addresses of Users who access the Subscription Services as a data controller, in order to manage its business relationship with the Customer and to administer access to the Subscription Services. Save for that limited processing, the Customer agrees not to upload, store, or transmit any personal data (as defined by applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR)) to the Subscription Services unless expressly permitted by Crunch in writing. The Customer acknowledges that the Subscription Services are not intended for the storage or processing of personal data and agrees to refrain from using the service for such purposes. For the avoidance of doubt, the restrictions in this clause 8.1 apply equally to any Customer Data submitted as input to AI Features. Where Customer Data is processed through AI Features, such processing may involve transmission to AI Model Providers as sub-processors, and the Customer acknowledges that it is responsible for ensuring it has all rights, consents and lawful bases required under applicable data protection law to permit such processing. Where the Customer intends to process personal data using AI Features, the parties shall enter into a data processing agreement on terms consistent with applicable data protection law prior to such processing. Crunch’s processing of User personal data as data controller is described in its Privacy Policy.

8.2 The Customer shall indemnify, defend, and hold harmless Crunch, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with the Customer or its Users’ uploading, storage, or transmission of personal data to the Subscription Services in violation of this agreement. This indemnification obligation shall survive the termination or expiration of this Agreement.

9. CONFIDENTIALITY

9.1 Confidential Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information, documents, data and other materials relating to any business of a party which is not generally available or accessible to the public through lawful means (hereinafter referred to as “Confidential Information” of the Disclosing Party).

9.2 Treatment of Confidential Information. The Receiving Party agrees: (i) not to divulge to any third person any such Confidential Information except to give access to such Confidential Information solely to those employees and representatives with a need to have access for purposes of performing its rights and exercising its obligations under this Agreement; and (ii) to take the same security precautions to protect against disclosure or unauthorized use of such Confidential Information that the party takes with its own confidential information, but in no event will a party apply less than reasonable precautions to protect such Confidential Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can demonstrate: (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party; (b) was in the Receiving Party’s possession or known by it prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Confidential Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing Confidential Information required by law, regulator or other competent authority or body, provided that, where legally permitted, the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. The obligations of confidentiality set out herein shall survive the termination or expiration of this Agreement.

9.3 Disclosure of Existence of this Agreement. Both parties will have the right to disclose the existence but not the terms and conditions of this Agreement (including the commercial provisions), unless such disclosure is approved in writing by both parties prior to such disclosure, or is or is required by law, regulator or other competent authority or body (provided such party will use reasonable efforts to obtain confidential treatment or a protective order) or is made on a confidential basis as reasonably necessary to potential investors or acquirors.

10. WARRANTY DISCLAIMER

10.1 The Subscription Services, Crunch Confidential Information and anything provided by Crunch under or in connection with this Agreement are provided “as-is,” without any warranties of any kind. Crunch hereby disclaims all warranties, express or implied, including, without limitation, all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. The Customer assumes sole responsibility for results obtained from its use of the Subscription Services and for conclusions drawn from such use. Crunch shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Crunch by the Customer in connection with the Subscription Services, or any actions taken by Crunch at the Customer’s direction.

10.2 Without prejudice to clause 10.1, the Customer acknowledges that: (a) AI Outputs generated by AI Features may be inaccurate, incomplete, misleading or otherwise erroneous, including as a result of inherent limitations of AI systems such as “hallucinations”, and Crunch does not warrant the accuracy, completeness, reliability or fitness for purpose of any AI Output; (b) AI Outputs do not constitute legal, financial, statistical, research or other professional advice, and the Customer and its Users should independently verify all AI Outputs before reliance; (c) Crunch does not warrant that AI Outputs are free from third-party intellectual property rights; and (d) where reasonably practicable, Crunch will identify AI-generated content within the Subscription Services as such.

11. INDEMNIFICATION

11.1 Indemnification by Crunch. Crunch shall defend the Customer and its directors, employees, and agents against any claim or lawsuit made by an unaffiliated third party (a “Claim”) against the Customer to the extent such Claim alleges that the Customer’s use of the Subscription Services in accordance with this Agreement infringes upon a third party’s Intellectual Property Rights of such third party, and will indemnify the Customer for all judgments finally awarded against the Customer by a court of competent jurisdiction, or agreed to in a written settlement agreement signed by Crunch arising out of such Claim. Crunch shall have no obligation or liability for any Claim of infringement arising from (a) use of the Subscription Services other than in accordance with this Agreement; (b) modification of the Subscription Services by anyone other than Crunch or its representatives; (c) combination of the Subscription Services with any other products, services, or materials; (d) failure by the Customer to use updates to the Subscription Services made available by Crunch; (e) the Customer’s use of the Subscription Services after it has received notice of the alleged or actual infringement; or (f) any Claim arising from AI Outputs that incorporate, reproduce or are derived from Customer Data submitted by the Customer or its Users as input to AI Features. If Crunch at its sole discretion believes the Customer’s use of the Subscription Services may result in a Claim, then Crunch may, at its sole option and expense and as the Customer’s sole remedy: (i) procure for the Customer a license to continue using the Subscription Services in accordance with the terms of this Agreement; (ii) replace or modify the allegedly infringing part of the Subscription Services to avoid the infringement; or (iii) terminate the Agreement and refund any pre-paid Fees attributable to Subscription Services not provided as a result of termination.

11.2 Indemnification by Customer. The Customer shall defend, indemnify and hold harmless Crunch against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Subscription Services, including, but not limited to: (a) any administrative, investigatory or enforcement action or fine instituted by a government agency pertaining to Customer Data; (b) any third-party intellectual property claims arising from Customer Data submitted as input to AI Features; and (c) any claim arising from the Customer’s onward use, distribution or reliance on AI Outputs.

11.3 Conditions. The indemnification obligations set forth in clauses 11.1 and 11.2 shall apply only if: (i) the indemnified party notifies the indemnifying party in writing of a Claim promptly upon learning of or receiving the same; (ii) the indemnified party provides the indemnifying party with reasonable assistance requested by the indemnifying party, at the indemnifying party’s expense, for the defense and settlement, if applicable, of any Claim; and (iii) the indemnified party provides the indemnifying party with the exclusive right to control and the authority to settle any Claim.

12. LIMITATION OF LIABILITY

12.1 To the fullest extent permitted by law, in no event will either party be liable for any indirect, punitive, incidental, special, or consequential damages arising out of or in any way connected with the use of the Subscription Services or anything provided in connection with this Agreement, the delay or inability to use the Subscription Services or anything provided in connection with this Agreement or otherwise arising from this Agreement, nor for loss or corruption of data, error or omission in the Subscription Services, loss of revenue or anticipated profits or lost business or lost sales, whether based in contract, tort (including negligence), strict liability, or otherwise, even if Crunch has been advised of the possibility of damages.

12.2 Subject to clause 12.1, Crunch’s total liability to the Customer, whether in contract, tort (including without limitation negligence), under statute or otherwise, for any and all claims, losses, liabilities, damages, costs and expenses arising in a Contract Year from or in connection with this Agreement shall be limited in aggregate to 100% of the Fees paid or payable by the Customer in the applicable Contract Year. For the purposes of this clause 12.2, “Contract Year” means each consecutive period of 12 months commencing on the start date of the Subscription Term; provided that where the Subscription Term is less than 12 months, or where the period remaining following the expiry of a Contract Year is less than 12 months, “Contract Year” shall mean that lesser period.

13. TERM AND TERMINATION

13.1 Term. Subject to earlier termination as provided below, this Agreement is for the Subscription Term.

13.2 Termination. Either party may terminate this Agreement with immediate effect by giving written notice to the other party if the other party: (a) commits any material breach of the Agreement which cannot be remedied, or commits any material breach of the Agreement which can be remedied and fails to remedy that breach within 30 days after receipt of written notice; or (b) enters into liquidation, whether compulsory or voluntary (except for the purposes of bona fide reconstruction or amalgamation), or if it suffers any analogous process in any jurisdiction.

13.3 In addition, Crunch may terminate this Agreement with immediate effect by giving written notice to the Customer if: (i) association with the Customer is (in Crunch’s reasonable opinion) likely to bring Crunch into disrepute; or (ii) in Crunch’s reasonable opinion, the Customer or any of its Affiliates is or becomes a competitor of Crunch.

13.4 On termination of this Agreement for any reason: (a) all licenses granted by Crunch under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Subscription Services; (b) Crunch reserves the right to delete the Customer Data, at Crunch’s sole discretion, provided that the Customer shall have the right to download the Customer Data prior to termination; (c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced; and (d) any provisions which by their nature are intended to survive termination, including, but not limited to, those relating to confidentiality, limitation of liability, and indemnification, shall survive termination.

14. GENERAL

14.1 Relationship. Crunch and the Customer are independent contractors, and this Agreement does not create a partnership, joint venture, employment or agency relationship between the parties. This is a non-exclusive arrangement.

14.2 Entire Understanding; Modifications. This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, oral or written, regarding the subject matter covered by this Agreement. No modification, amendment or waiver of this Agreement is effective unless made in writing and signed by both parties. To the extent of any conflict or inconsistency between the provisions of these Terms and any Order Form, the terms of such Order Form shall prevail, but only with respect to the specific Subscription Services or Ancillary Services purchased under such Order Form. Notwithstanding any language to the contrary therein, no terms or conditions stated in the Customer’s purchase order or in any other ordering documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

14.3 Waiver. No waiver of any breach of this Agreement, and no course of dealing between the parties, shall be construed as a waiver of any subsequent breach of this Agreement.

14.4 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the provision shall be modified and interpreted by the court so as best to accomplish the intent of the original provision to the fullest extent possible. The invalidity or unenforceability of any provision shall not affect any of the other provisions of this Agreement.

14.5 Publicity. Crunch may reference and use the Customer’s name and trademarks and may disclose the nature of the Services provided hereunder in Crunch business development and marketing efforts, including without limitation on its web site.

14.6 Assignment. The Customer may not assign this Agreement to any third party without the prior written consent of Crunch. Crunch may assign the Agreement in connection with a merger, acquisition, or similar transaction involving all or substantially all of its assets, or as part of a group reorganization or similar corporate transaction. This Agreement shall be binding on, and inure to the benefit of, the parties and their respective successors and permitted assigns. There are no third-party beneficiaries to this Agreement.

14.7 Subcontracting. Crunch may subcontract performance of the Subscription Services to suitably qualified subcontractors but remains primarily liable for their performance.

14.8 Notices. Notices or any other communications required or permitted under this Agreement shall be given in writing, in English, and delivered by (a) hand in person to the registered address of a party, or (b) e-mail followed by a registered mail (return receipt requested) to the email address given in the Order Form, or (c) international reputable courier delivery to the registered address of a party. Crunch may elect, at its own discretion, to give notice to the Customer by means of a general notice through the Subscription Services interface, instead of by the means described herein.

14.9 Force Majeure. Except for performance of a payment obligation, neither party shall be liable under this Agreement for delays, failures to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, caused or occasioned by, or due to fire, earthquake, flood, water, the elements, labor disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, governmental actions, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond its reasonable control. If the force majeure event continues for more than thirty (30) calendar days, then either party may terminate this Agreement for convenience upon written notice to the other party.

14.10 Governing law and jurisdiction. The governing law and venue for resolution of any dispute arising under this Agreement will be as follows: