1. Agreement

This Cloud Service Agreement (“Agreement”) is between A Pebble Co. (“Pebble”) and the entity identified on an Order Form or that signs up for the platform (“Customer”). It governs Customer's use of Pebble's cloud-based order-writing platform and any related services (the “Service”).

By accessing the Service or signing an Order Form referencing these terms, Customer agrees to be bound by this Agreement.

2. Definitions

• Customer Content. Data, records, and materials Customer or its end users upload to or generate using the Service.
• Documentation.Pebble's published technical documentation for the Service.
• Order Form. A document executed by both parties specifying the subscription plan, price, term, and any custom terms.
• Authorized User. An employee or contractor of Customer that Customer permits to use the Service.
• Term. The subscription period stated on the Order Form, or the month-to-month period while no Order Form is in effect.

3. The Service

3.1 Right to use

Subject to this Agreement and any applicable Order Form, Pebble grants Customer a non-exclusive, non-transferable right during the Term to access and use the Service for Customer's internal business purposes.

3.2 Restrictions

Customer will not:

• resell, sublicense, or otherwise commercially exploit the Service;
• reverse engineer, decompile, or attempt to derive source code from the Service except as permitted by law;
• use the Service to send spam, host malware, or violate the rights of any third party;
• access the Service to build a competing product; or
• circumvent any rate limits, quotas, or usage controls.

3.3 Updates

Pebble may update the Service from time to time. We'll publish material changes on the public roadmap and announce significant changes to administrators in advance.

4. Customer responsibilities

• Keep credentials secure and notify Pebble promptly of any suspected unauthorized access.
• Be responsible for Customer Content and for the accuracy, quality, and lawfulness of data Customer or its Authorized Users put into the Service.
• Comply with applicable laws and obtain any consents needed to process personal information through the Service.

5. Fees and payment

Subscription fees are stated on the Order Form or, if there is no Order Form, on the published pricing page. Unless an Order Form provides otherwise:

• Subscriptions are month-to-month and renew automatically until canceled.
• Fees are billed in advance and are non-refundable except as expressly stated in this Agreement.
• Customer may cancel at the end of any monthly cycle without penalty.
• Pebble may adjust published prices on at least sixty (60) days' notice; existing customers stay on their current price for at least twelve (12) months following such notice.
• Fees exclude taxes, which are Customer's responsibility unless Pebble is required by law to collect them.

6. Confidentiality

Each party may disclose confidential information to the other to perform under this Agreement. The receiving party will (a) use the same care to protect it as it uses for its own confidential information (and at least reasonable care), (b) limit access to employees and contractors who need to know and are bound by confidentiality obligations, and (c) not use it for any purpose outside this Agreement. Confidentiality obligations survive termination for three (3) years.

7. Customer Content and data

Customer retains all rights in Customer Content. Customer grants Pebble a worldwide, non-exclusive license to host, copy, transmit, and display Customer Content as necessary to provide the Service.

Pebble processes personal information within Customer Content as a processor on Customer's behalf, governed by our Privacy Policy and any applicable Data Processing Addendum.

Customer can export Customer Content at any time, in standard formats, with no fees. On termination, Pebble will retain Customer Content for thirty (30) days after which it will be permanently deleted from active systems. Backup copies are deleted on the standard 45-day rotation.

8. Intellectual property

Pebble retains all rights in the Service, including software, documentation, and all derivatives thereof. Customer retains all rights in Customer Content. Feedback Customer voluntarily provides may be used by Pebble without restriction or attribution.

9. Warranties and disclaimers

9.1 Mutual

Each party warrants that it has the legal authority to enter into this Agreement.

9.2 Pebble

Pebble warrants that the Service will perform materially as described in the Documentation. Customer's sole remedy for breach of this warranty is, at Pebble's option, repair, re-performance, or a pro-rata refund of fees paid for the affected period.

9.3 Disclaimer

Except for the warranties expressly stated in this Agreement, the Service is provided “as is” and Pebble disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

10. Indemnification

Pebble will defend Customer against any third-party claim alleging that the Service, used in accordance with this Agreement, infringes a U.S. intellectual property right of the third party, and pay damages and reasonable attorneys' fees finally awarded by a court of competent jurisdiction or agreed to in settlement.

Customer will defend Pebble against any third-party claim arising from Customer Content or Customer's breach of Section 3.2.

11. Limitation of liability

Except for breaches of confidentiality, indemnification obligations, or amounts owed to Pebble for the Service, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, even if advised of the possibility. Each party's aggregate liability under this Agreement will not exceed the fees paid or payable by Customer in the twelve (12) months preceding the event giving rise to the claim.

12. Term and termination

This Agreement starts on the Effective Date and continues until terminated. Either party may terminate for material breach not cured within thirty (30) days of written notice. Customer may cancel a month-to-month subscription at any time, effective at the end of the then-current cycle.

Sections that by their nature should survive termination — including Sections 6, 7 (final paragraph), 8, 9.3, 10, 11, and 13 — survive.

13. General

• Governing law. Delaware law, without regard to conflict-of-laws principles.
• Disputes. Disputes will be resolved in the state and federal courts located in Wilmington, Delaware. The parties consent to personal jurisdiction there.
• Notices. Notices to Pebble: legal@onpebble.com. Notices to Customer go to the administrator email on file.
• Assignment.Neither party may assign this Agreement without the other's consent, except in connection with a merger or sale of substantially all assets.
• Entire agreement. This Agreement, together with any Order Form and DPA, is the entire agreement between the parties on its subject.
• Severability. If any provision is held unenforceable, the rest will remain in effect.

14. Contact

Questions about these terms: legal@onpebble.com. To book time with our team about a specific Order Form, see /book-a-demo.

This Agreement is based on the Common Paper Cloud Service Agreement Standard Terms (v2.0), licensed under CC BY 4.0, adapted for A Pebble Co. Customers should review this document with their own counsel before relying on it for contracts. The authoritative version of any Common Paper template is published at commonpaper.com.