Access and Use

1.1 Access and Use. Unmarshal grants Customer, during the Subscription Term, a non-exclusive, non-transferable right to access and use (and permit Authorized Users of Customer and its Affiliates to access and use) the Unmarshal APIs and applicable Documentation solely for Customer’s and its Affiliates’ internal business purposes in accordance with the Documentation and in the quantity specified in the applicable Order. This license grant is subject to payment of all applicable fees set forth in the Order or payment in accordance with an Indirect Order through a Channel Partner (as appropriate) and the terms and conditions of this Agreement. Unmarshal may update or upgrade the APIs from time-to-time.

1.2 Access and Use Restrictions. Customer shall not (directly or indirectly): (a) copy or reproduce the APIs or the Documentation except as permitted under this Agreement; (b) exceed the subscribed quantities, Authorized Users or other entitlement measures of the APIs as set forth in the applicable Order; (c) remove or destroy any copyright, trademark or other proprietary marking or legends placed on or contained in the APIs, Documentation, or Unmarshal Intellectual Property; (d) assign, sell, sublicense, distribute or otherwise transfer or make available the rights granted to Customer under this Agreement to any third party except as expressly set forth herein; (e) modify, reverse engineer or disassemble the APIs; (f) except to the limited extent applicable laws specifically prohibit such restriction, decompile, attempt to derive the source code or underlying ideas or algorithms of any part of the APIs, attempt to recreate the APIs or use the APIs for any competitive or benchmark purposes; (g) create, translate or otherwise prepare derivative works based upon the APIs, Documentation, or Unmarshal Intellectual Property; (h) interfere with or disrupt the integrity or performance of the APIs; (i) attempt to gain unauthorized access to the APIs or their related systems or networks, or perform unauthorized penetration testing on the APIs; (j) use the APIs in a manner that infringes on the Intellectual Property rights, publicity rights, or privacy rights of any third party, or to store or transfer defamatory, trade libelous or otherwise unlawful data; or (k) store in or process with the APIs any personal health data, credit card data, personal financial data, or other such sensitive regulated data not required by the Documentation, or any Customer Data that is subject to the International Traffic in Arms Regulations maintained by the United States Department of State. Fees for the APIs are based on use of the APIs in a manner consistent with the Documentation. If Customer uses, or is reasonably suspected of using, the APIs in violation of the Documentation or exceeding the licensed quantities or other entitlement measures as set forth in an applicable Order, Customer shall cooperate with Unmarshal to resolve any non-compliance, which may include payment for any such overages at then-current applicable rates.

1.3 Login Access to the APIs. Customer is solely responsible for ensuring: (i) that only appropriate Authorized Users have access to the APIs, (ii) that such Authorized Users have been trained in proper use of the APIs, and (iii) proper usage of passwords, tokens, and access procedures with respect to logging into the APIs. Unmarshal may refuse registration of or suspend Customer's or a specific user’s access and use of the APIs if Unmarshal knows or reasonably suspects that Customer’s access or use is malicious or otherwise harmful to the Customer itself, the APIs, or Unmarshal’s other customers. Unmarshal will provide notice prior to such suspension if permitted by applicable law and unless Unmarshal reasonably believes that providing such notice poses a risk to the security of the APIs. Unmarshal will promptly reinstate Customer’s access and use once the issue has been resolved.

1.4 Trial Services. If Customer is using a free trial, a proof of concept version of the APIs, a beta version of the APIs, or using the APIs on any other free-of-charge basis as specified in an Order including any related support services to the extent provided by Unmarshal in its sole discretion (collectively, “Trial Services”), Unmarshal makes such Trial Services available to Customer until the earlier of: (i) the end of the free trial or proof of concept period or beta testing period as communicated by Unmarshal or specified in an Order; (ii) the start date of any purchased version of such APIs; or (iii) written notice of termination from Unmarshal (“Trial Services Period”). Unmarshal grants Customer, during the Trial Services Period, a non-exclusive, non-transferable right to access and use the Trial Services for Customer’s internal evaluation purposes in accordance with the Documentation and subject to the access and use restrictions set forth in this Agreement. Customer is authorized to use Trial Services only for evaluation and not for any business or productive purposes, unless otherwise authorized by Unmarshal in writing. Any data Customer enters into the Trial Services and any configurations made to the Trial Services by or for Customer during the term of such Trial Services will be permanently lost unless Customer: (a) has purchased a subscription to the same APIs as covered by the Trial Services; or (b) exports such data or configurations before the end of such free period. There is no guarantee that features or functions of the Trial Services will be available, or if available will be the same, in the general release version of the APIs, and Customer should review the APIs features and functions before making a purchase. Unmarshal will be under no obligation to provide Customer any support services with respect to the Trial Services. Notwithstanding anything to the contrary, Unmarshal provides the Trial Services “as is” and “as available” without any warranties or representations of any kind. To the extent permitted by law, Unmarshal disclaims all implied warranties and representations, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose and non-infringement. Customer assumes all risks and all costs associated with its use of the Trial Services. Customer’s sole and exclusive remedy in case of any dissatisfaction or Unmarshal’s breach of the Agreement with respect to such Trial Services is termination of the Trial Services. Any obligations on behalf of Unmarshal to indemnify, defend, or hold harmless under this Agreement are not applicable to Customers using Trial Services.

1.5 Third Party Materials. The APIs may include Third-Party Materials, use of which is subject to their respective OSS Licenses as indicated in the Documentation. Unmarshal warrants that the inclusion of such Third-Party Materials in the APIs will not prevent Customer from exercising the license rights provided to Customer herein in respect of the APIs or limit Customer’s ability to use the APIs in accordance with the Documentation. Nothing herein shall derogate from mandatory rights Customer may have under any OSS Licenses, if any. Customer may obtain a copy of the source code for certain Third-Party Materials by following the instructions set forth in the Documentation.

1.6 Support. As part of its provision of the APIs, Unmarshal shall make available technical support to Customer in accordance with the Support Services terms applicable to the APIs. Upon notification from Unmarshal, Customer shall promptly update any Agents on Customer systems that interact with the APIs; and/or as applicable ensure that all Authorized Users download and install all available updates for locally installed components without undue delay. Customer acknowledges and agrees that its failure to timely install such updates may result in disruptions to or failures of the APIs, security risks, or suspension of Customer’s access to the APIs, without any liability on the part of Unmarshal to Customer.

1.7 API Usage Analytics. Unmarshal and its Affiliates shall be permitted to collect and use Usage Analytics for its reasonable business purposes and for Customer’s benefit (including research and development, statistical analyses, monitoring, and management of Unmarshal’s APIs). Other than for the purpose of providing the APIs to Customer, in the event Unmarshal discloses Usage Analytics or any part thereof to third parties (either during the Subscription Term or thereafter), such data shall be de-identified so that it will not identify Customer or its Authorized Users. The foregoing shall not limit in any way Unmarshal’s confidentiality obligations pursuant to Section 4 below.

Payment and Taxes

2.1 Payment Terms. Without prejudice to Customer’s rights set out elsewhere in this Agreement, all API service fees are non-refundable and payable in advance. Unmarshal may invoice for purchases of API services upon delivery. Where:

  • Customer is paying Unmarshal directly: Customer shall pay all invoices within thirty (30) days of the date of the invoice, without any deduction or set-off (except for any amount disputed promptly and in writing by Customer in good faith), and payment will be sent to the address specified by Unmarshal. Any amounts arising in relation to this Agreement not paid when due will be subject to a late charge of one and one-half percent (1 ½%) per month on the unpaid balance or the maximum rate allowed by law, whichever is less;
  • Customer places an Indirect Order: Unmarshal grants the rights described in this Agreement in consideration for and subject to: (a) Customer’s agreement to comply with the pricing and payment terms of the Indirect Order, to be separately agreed upon between Customer and the applicable Channel Partner; and (b) Customer’s agreement to comply with its obligations set forth in this Agreement (including the restrictions on use of the API services).

Notwithstanding the foregoing, the final sales price or rate shall be freely and independently determined between the applicable Channel Partner and Customer. For the avoidance of doubt, in the case of such an Indirect Order, any indication in this Agreement of an agreement between Customer and Unmarshal for the price payable by Customer for such Indirect Order shall be null and void and not form a binding part of this Agreement and the provisions of this Agreement related to payment terms, pricing, and/or order procedures shall not apply.

2.2 Taxes. The fees and charges covered by this Agreement are exclusive of any Indirect Taxes imposed or levied, currently or in the future based on applicable legislation, on the API services. Unless otherwise agreed between the Parties, Customer will be liable for compliance with reporting and payment of such Indirect Taxes in its tax jurisdiction. Unmarshal shall include the Indirect Taxes on its invoice to Customer and remit such Indirect Taxes collected to the relevant authority if required by applicable law. Unmarshal will be responsible for direct taxes imposed on Unmarshal’s net income or gross receipts in its tax jurisdiction. Notwithstanding the foregoing, all payments made under this Agreement shall be in cleared funds, without any deduction or set-off, and free and clear of and without deduction from any Indirect Taxes or other withholdings of any nature.

Rights in Intellectual Property

3.1 Intellectual Property. Except for the rights granted in this Agreement, all rights, title, and interest in and to the Unmarshal APIs, Documentation, and Unmarshal Intellectual Property are hereby reserved by Unmarshal, its Affiliates, or licensors. Except as provided for herein, all rights, title, and interest in and to Customer Intellectual Property are hereby reserved by Customer, its Affiliates, or licensors. Nothing in this Agreement shall transfer ownership of any Intellectual Property rights from one Party to the other.

3.2 Customer Data. Customer owns all right, title, and interest in all Customer Data. Nothing in this Agreement shall be construed to grant Unmarshal any rights in Customer Data beyond those expressly provided herein. Customer grants Unmarshal and its Affiliates the limited, non-exclusive, worldwide license to view and use the Customer Data solely for the purpose of providing and improving the Unmarshal APIs.

3.3 Suggestions. To the extent that Customer provides Unmarshal with Suggestions, such Suggestions shall be free from any confidentiality restrictions that might otherwise be imposed upon Unmarshal pursuant to this Agreement, and may be implemented by Unmarshal in its sole discretion. Customer acknowledges that any Unmarshal products or materials incorporating any such Suggestions shall be the sole and exclusive property of Unmarshal.

3.4 AI Features. Certain features within the Unmarshal APIs use algorithmic analysis, artificial intelligence, and/or machine learning technologies (“AI Features”). Use of the AI Features is subject to the Documentation and Unmarshal’s Responsible AI Policy found at [Unmarshal’s Responsible AI Policy URL]. Information regarding opting-out of AI Features is located in the Documentation.


4.1 Confidential Information. The Parties acknowledge that each may disclose certain valuable confidential and proprietary information to the other Party. The receiving Party may only use the disclosing Party’s Confidential Information to fulfill the purposes of this Agreement and in accordance with the terms of this Agreement. The receiving Party will protect the disclosing Party’s Confidential Information by using at least the same degree of care as the receiving Party uses to protect its own Confidential Information of a like nature (but no less than a reasonable degree of care) to prevent the unauthorized use, dissemination, disclosure, or publication of such Confidential Information. Notwithstanding the foregoing, the receiving Party may disclose Confidential Information to its (and its Affiliates) employees, advisors, consultants, and agents on a need-to-know basis and provided that such party is bound by obligations of confidentiality substantially similar to those contained herein. This section 4 supersedes any and all prior or contemporaneous understandings and agreements, whether written or oral, between the Parties with respect to Confidential Information and is a complete and exclusive statement thereof. Additionally, the obligations set forth in section 5.4 and not this section 4 herein apply to Customer Data.

4.2 Exceptions. Information will not be deemed Confidential Information if it: (i) is known to the receiving Party prior to receipt from the disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (ii) becomes known (independently of disclosure by the disclosing Party) to the receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving Party; or (iv) is independently developed by the receiving Party without use of or reliance upon the disclosing Party’s Confidential Information, and the receiving Party can provide evidence to that effect. The receiving Party may disclose Confidential Information pursuant to the requirements of a court, governmental agency or by operation of law but shall (to the extent permissible by law) limit such disclosure to only the information requested and give the disclosing Party prior written notice sufficient to permit the disclosing Party to contest such disclosure.

4.3 Advertising and Publicity. Neither Party shall make or permit to be made any public announcement concerning the existence, subject matter or terms of this Agreement or relationship between the Parties without the prior written consent of the other Party except as expressly permitted in this section. Customer grants Unmarshal and its Affiliates during the term of the Agreement the right to use Customer's trade names, logos, and symbols (“Customer Marks”) in its public promotional materials and communications for the sole purpose of identifying Customer as an Unmarshal customer. Unmarshal shall not modify the Customer Marks, or display the Customer Marks any larger or more prominent on its promotional materials than the names, logos, or symbols of other Unmarshal customers. The foregoing promotional materials and communications may be created, displayed, and reproduced without Customer’s review, provided that they are in compliance with this section and any Customer Marks usage guidelines provided by Customer to Unmarshal in writing.

Security and Processing of Personal Data

5.1 Customer Data Content. As between Unmarshal and Customer, Customer is solely responsible for: (i) the content, quality, and accuracy of Customer Data as made available by Customer and by Authorized Users; (ii) providing notice to Authorized Users regarding how Customer Data will be collected and used for the purpose of the Unmarshal APIs; (iii) ensuring Customer has a valid legal basis for processing Customer Data and for sharing Customer Data with Unmarshal (to the extent applicable); and (iv) ensuring that the Customer Data as made available by Customer complies with applicable laws and regulations, including Applicable Data Protection Laws.

5.2 Data Protection Laws. The Parties shall comply with their respective obligations under the Applicable Data Protection Laws. In particular, if Customer is established in the European Economic Area (“EEA”), in Switzerland, in the United Kingdom (“UK”), or in California, or will, in connection with the Unmarshal APIs, provide Unmarshal with personal data relating to an individual located within the EEA, Switzerland, the UK, or California, the Parties shall comply with the Data Processing Addendum found at [Unmarshal’s Data Processing Addendum URL] (“DPA”) which in such case is hereby incorporated into this Agreement.

5.3 HIPAA. To the extent that (a) Customer is established in the United States; and (b) is a “covered entity” or a “business associate” and includes "Protected Health Information" (as these terms are defined in the Business Associate Agreement (“BAA”)) in Customer Data, the Parties shall comply with the BAA found at [Unmarshal’s BAA URL]. In such case, the terms of the BAA are hereby incorporated into this Agreement by reference.

5.4 Security of Customer Data. Unmarshal shall: (i) ensure that it has in place appropriate administrative, physical, and technical measures designed to protect the security and confidentiality of Customer Data against any accidental or illicit destruction, alteration, or unauthorized access or disclosure to third parties; and (ii) access and use the Customer Data solely to perform its obligations in accordance with the terms of this Agreement, and as otherwise expressly permitted in this Agreement. Unmarshal shall not materially diminish its security controls with respect to Customer Data during a particular Unmarshal APIs term. The obligations set forth in this Section 5.4 are in addition to any confidentiality, privacy, security, or other requirements contained in the BAA or DPA, as applicable.

5.5 Bring Your Own Key. If Customer chooses to enable the “Bring Your Own Key” functionality for data encryption made available by Unmarshal for certain Unmarshal APIs (“BYOK”), Customer acknowledges that (i) Customer shall bear sole responsibility for the hosting, use, protection, rotation, and management of such encryption key and any loss, damage, unavailability, or non-performance resulting therefrom; (ii) Customer shall provide Unmarshal with access to the encryption key at all times in order to encrypt Customer Data and proper performance of the Unmarshal APIs; and (iii) Unmarshal has no control over the encryption key and specifically is unable to de-encrypt, restore, recover, or otherwise retrieve Customer Data in the event the encryption key is lost, damaged, or otherwise not made available to Unmarshal. If BYOK functionality is enabled by Customer, Unmarshal disclaims any and all responsibility and liability for unavailability or non-performance of the Unmarshal APIs caused by loss, damage, or any unavailability of the encryption key.


6.1 Limited SaaS Products Warranty. During the applicable Subscription Term, Unmarshal warrants that: (a) the SaaS Products will perform in substantial conformity with the Documentation; and (b) Unmarshal will use industry-standard measures designed to detect viruses, worms, Trojan horses, or other unintended malicious or destructive code in the SaaS Products. The foregoing warranties are void if the failure of the SaaS Products has resulted from negligence, error, or misuse of the SaaS Products (including use not in accordance with the Documentation) by Customer, the Authorized User, or by anyone other than Unmarshal. Customer shall be required to report any breach of warranty to Unmarshal within a period of thirty (30) days of the date on which the incident giving rise to the claim occurred. Unmarshal’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for breach of these warranties will be for Unmarshal, at its expense, to use reasonable commercial efforts to correct such nonconformity within thirty (30) days of the date that notice of the breach was provided; and, if Unmarshal fails to correct the breach within such cure period, Customer may terminate the affected Order and, in such event, Unmarshal shall provide Customer with a pro-rata refund of any unused pre-paid fees paid for the period following termination as calculated on a monthly basis for the affected SaaS Products. Without derogating from Unmarshal’s obligations under this Agreement, Customer warrants that it shall take and maintain appropriate steps within its control to protect the confidentiality, integrity, and security of its Confidential Information and Customer Data, including: (i) operating the SaaS Products in accordance with the Documentation and applicable law; and (ii) dedicating reasonably adequate personnel and resources to implement and maintain the security controls set forth in the Documentation. Customer will be responsible for the acts and omissions of its Authorized Users.

6.2 Compliance with Law. Each Party shall comply with all applicable laws and regulations in connection with the performance of its obligations and the exercise of its rights under this Agreement.

6.3 Disclaimer. Any and all warranties, expressed, incorporated, or implied, are limited to the extent and period mentioned in this Agreement. To the maximum extent allowed by applicable law, Unmarshal disclaims (and disclaims on behalf of its licensors and/or contributors to any Third-Party Materials) all other warranties, conditions, and other terms, whether express or implied or incorporated into this Agreement by statute, common law, or otherwise, including the implied conditions and warranties of merchantability and fitness for a particular purpose. Unmarshal will have no responsibility or liability for delays, failures, or losses (i) attributable or related in any way to the use or implementation of third-party hardware, software, or services not provided by Unmarshal; or (ii) use of the SaaS Products not in accordance with the Documentation.


7.1 Infringement Indemnity. Unmarshal shall defend and indemnify Customer and/or its Affiliates and their officers, directors, and employees against all third-party claims, suits, and proceedings and all directly related losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) resulting from the violation, misappropriation, or infringement of such third party’s patent, copyright, trademark, or trade secret caused by Customer’s use of the SaaS Products in accordance with this Agreement and the Documentation.

7.2 Customer Data and Use Indemnity. Customer shall defend and indemnify Unmarshal and/or its Affiliates and their officers, directors, and employees against any third-party claims, suits, and proceedings (including those brought by a government entity), and all directly related losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) resulting from: (i) an alleged infringement or violation by the Customer Data of such third-party’s patent, copyright, trademark, or trade secret; or (ii) Unmarshal’s use of the Customer Data violating applicable law, provided that such use is in accordance with the terms of this Agreement and (where applicable) with the terms of the DPA and/or the BAA.

7.3 Process. Each Party’s defense and indemnification obligations herein will become effective upon, and are subject to: (a) the indemnified Party’s prompt notification to the indemnifying Party of any claims in writing; and (b) the indemnified Party providing the indemnifying Party with full and complete control, authority, and information for the defense of the claim, provided that the indemnifying Party will have no authority to enter into any settlement or admission of the indemnified Party’s wrongdoing on behalf of the indemnified Party without the indemnified Party’s prior written consent (not to be unreasonably withheld). At the indemnifying Party’s request, the indemnified Party shall reasonably cooperate with the indemnifying Party in defending or settling any claim.

7.4 Exclusions. The above Unmarshal obligations to defend and indemnify will not apply in the event that a claim arises from or relates to: (a) use of the SaaS Products not in accordance with the Documentation and this Agreement; (b) Customer’s use of the SaaS Products in violation of applicable laws; (c) any modification, alteration, or conversion of the SaaS Products not created or approved in writing by Unmarshal; (d) any combination of the SaaS Products with any computer, hardware, software, data, or service not provided by Unmarshal; (e) Unmarshal’s compliance with specifications, requirements, or requests of Customer; or (f) Customer’s gross negligence or willful misconduct.

7.5 Remedies. If a SaaS Product becomes, or Unmarshal reasonably determines that a SaaS Product is likely to become, subject to a claim of infringement for which Unmarshal must indemnify Customer as described above, Unmarshal may at its option and expense: (a) procure for Customer the right to continue to access and use that SaaS Product, (b) replace or modify that SaaS Product so that it becomes non-infringing without causing a material adverse effect on the functionality provided by that SaaS Product, or (c) if neither of the foregoing options are available in a timely manner on commercially reasonable terms, terminate the affected Order and provide Customer with a pro-rata refund of any unused pre-paid fees paid for the period following termination as calculated on a monthly basis for that SaaS Product. This section titled “Indemnification” states the sole liability of Unmarshal and the exclusive remedy of Customer with respect to any indemnification claims arising out of or related to this Agreement.

Limitation of Liability

8.1 Maximum Liability. Except for liability arising from Unmarshal’s intellectual property infringement indemnification obligations in section 7.1, Customer’s data infringement indemnity in section 7.2, or Customer’s payment obligations herein, in no event will either Party’s maximum aggregate liability arising out of or related to this Agreement, regardless of the cause of action and whether in contract, tort (including negligence), warranty, indemnity, or any other legal theory, exceed the total amount paid or payable to Unmarshal under this Agreement during the twelve (12) month period preceding the date of the initial claim.

8.2 No Consequential Damages. Neither Party will have any liability to the other Party for any loss of profits or revenues, loss of goodwill, or for any indirect, special, incidental, consequential, or punitive damages arising out of, or in connection with this Agreement, however caused, whether in contract, tort (including negligence), warranty, indemnity, or any other legal theory, and whether or not the Party has been advised of the possibility of such damages.

8.3 Construction. This Agreement is not intended to and will not be construed as excluding or limiting any liability which cannot be limited or excluded by applicable law, including liability for (a) death or bodily injury caused by a Party’s negligence; or (b) gross negligence, willful misconduct, or fraud.


9.1 Neither Party may assign any of its rights or obligations under this Agreement without the other Party’s prior written consent, which will not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign any and all of its rights and obligations under this Agreement to a successor in interest in the event of a merger or acquisition or to an Affiliate, upon written notice to the other Party.

Restricted Rights and Export Control

10.1 Export Control. The use and access to Unmarshal's services, including the SaaS Products and Documentation, and any related technology and information are subject to applicable export control laws and regulations, including but not limited to the laws and regulations of the United States, Israel, and any other relevant jurisdiction. Customer acknowledges and agrees to comply with all such laws and regulations, including, but not limited to, the U.S. Export Administration Act, Export Administration Regulations, the Export Control Reform Act, and the Office of Foreign Assets Control’s sanctions programs.

Customer agrees not to export, re-export, access, or grant access to the SaaS Products, including any related technology, information, materials, and upgrades, to any Prohibited Persons, or to any country or jurisdiction where such export, re-export, or access is restricted or prohibited by applicable laws and regulations. Customer further certifies that it is not a Prohibited Person, nor owned, controlled by, or acting on behalf of a Prohibited Person.

10.2 Government Agencies and Contractors. If Customer is an agency or contractor of the United States Government, Customer acknowledges and agrees that:

  1. The SaaS Products, including any software forming a part thereof, were developed entirely at private expense.
  2. The SaaS Products, including any software forming a part thereof, constitute proprietary data belonging solely to Unmarshal.
  3. The SaaS Products, including any software forming a part thereof, are not in the public domain.
  4. The software forming a part of the SaaS Products is considered "Commercial Computer Software" as defined in applicable regulations.

Customer shall not provide rights in the Software (including any software forming a part thereof) to any U.S. Government agency or any other party except as expressly provided in this Agreement.

If Customer places an Order for SaaS Products which are designated as “FedRAMP Authorized,” additional terms and conditions specified in the Unmarshal Rider to SaaS Terms of Service for FedRAMP Products found at [link] will apply.

Professional Services

Customer may have the option to separately purchase professional services from Unmarshal in relation to the SaaS Products, subject to availability and Unmarshal's then-current professional services terms. These professional services may include, but are not limited to, implementation, customization, training, and consulting services.

The terms and conditions governing the provision of professional services by Unmarshal shall be as set forth in Unmarshal's applicable professional services terms, which are hereby incorporated by reference. By engaging Unmarshal for professional services, Customer agrees to abide by and be bound by the terms of such professional services terms.

Term and Termination

12.1. Term

This Agreement shall commence upon Customer’s first access of a SaaS Product and shall remain in effect during the applicable Subscription Term of the SaaS Product or for the duration of Customer’s continued use of the SaaS Product, as applicable.

12.2. Termination

Either Party may terminate this Agreement immediately upon notice to the other Party if the other Party:

(i) materially breaches this Agreement and fails to remedy such breach within thirty (30) days after receiving written notice of the breach from the other Party; or

(ii) commences bankruptcy or dissolution proceedings, has a receiver appointed for a substantial part of its assets, or ceases to operate in the ordinary course of business.

Additionally, a Party may terminate this Agreement, a Statement of Work (SOW), or an Order, in whole or in part, or cease provision of the SaaS Products if required to comply with applicable law or regulation, and such termination will not constitute a breach of this Agreement by the terminating Party.

Unmarshal reserves the right to suspend Customer’s access to the applicable SaaS Products upon written notice to Customer if:

(a) an invoice is more than thirty (30) days past due; or

(b) a material breach of this Agreement fails to be cured within thirty (30) days. Unmarshal will promptly reinstate Customer’s access and use of the SaaS Products/provision of the Professional Services once the issue has been resolved.

Upon termination or expiration of the Agreement or an Order:

(x) any accrued rights and obligations will survive;

(y) all outstanding fees and other charges under the Agreement or Order (as applicable) will become immediately due and payable; and

(z) Customer will have no further right to access or use the applicable SaaS Products or professional services. If Customer is converting its perpetual self-hosted software licenses to a SaaS Product, the applicable previously licensed perpetual self-hosted software licenses will be terminated, along with any associated support services, in accordance with the terms of the applicable Order.

12.3. Effects of Termination/Expiration

Upon termination or expiration of an applicable Subscription Term, Unmarshal may immediately deactivate Customer’s account, and:

(i) Customer will have no further right to access or use the SaaS Products, except for the limited right to access or use the SaaS Products for purposes of exporting Customer Data in accordance with the applicable Documentation; and

(ii) each Party shall return or destroy any tangible Confidential Information of the other Party within its possession or control that is not contained on the SaaS Products promptly upon receiving written request from the other Party.

Customer acknowledges that it is responsible for exporting any Customer Data to which Customer desires continued access after termination/expiration, and Unmarshal shall have no liability for any failure of Customer to retrieve such Customer Data and no obligation to store or retain any such Customer Data beyond 40 days following termination or expiration of the Customer’s Subscription Term. Any Customer Data contained on the SaaS Products will be deleted within 60 days of termination or expiration of Customer’s Subscription Term.