Pliable Terms of Service

Last Updated December 6, 2023

These Pliable, Inc. Terms of Service (these “Terms”) constitute a legally binding agreement between you, the person or entity accepting these Terms (“Customer” or “you”) and Pliable, Inc. (“Pliable,” “we,” or “us”) with respect to your access to or use of the Pliable Platform. Your access to and use of the Pliable Platform is offered subject to your acceptance of all terms and conditions set forth herein.

PLEASE READ THESE TERMS CAREFULLY. BY CLICKING “I ACCEPT” OR BY ACCESSING OR USING THE PLIABLE PLATFORM IN ANY MANNER, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND BY SUCH OTHER TERMS, CONDITIONS, POLICIES, AND DOCUMENTS THAT MAY BE INCORPORATED HEREIN BY REFERENCE, INCLUDING, WITHOUT LIMITATION, THE PLIABLE PRIVACY POLICY; (B) AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE (OR HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE); AND (C) IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER ORGANIZATION, REPRESENT AND WARRANT THAT YOU HAVE THE ORGANIZATIONAL AND LEGAL AUTHORITY TO ACCEPT THESE TERMS ON SUCH COMPANY’S OR OTHER ORGANIZATION’S BEHALF AND TO BIND SUCH COMPANY OR ORGANIZATION. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE PLIABLE PLATFORM IN ANY MANNER.

THESE TERMS MAY REQUIRE THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS, IN ACCORDANCE WITH THE TERMS OF SECTION 20 (DISPUTE RESOLUTION) BELOW.

PLIABLE MAY REFUSE ACCESS TO OR USE OF THE PLIABLE PLATFORM FOR YOUR NONCOMPLIANCE WITH ANY PART OF THESE TERMS. THESE TERMS ARE VOID WHERE PROHIBITED BY LAW, AND ANY RIGHTS TO ACCESS OR USE THE PLIABLE PLATFORM ARE REVOKED IN SUCH JURISDICTIONS.

DEFINITIONS. Capitalized terms used herein but not otherwise defined will have the meanings set forth below:

“Authorized User” means an individual employee or contractor of Customer who has been assigned unique credentials to access and use the Pliable Platform, whether or not that individual is accessing or using the Pliable Platform at any particular time.

“Customer Data” means any content, materials, data or information uploaded or inputted to, or made available for upload or input to, the Pliable Platform by or on behalf of Customer or any Authorized User, including, without limitation, by means of any Customer Data Source.

“Customer-Processed Data” means the product, result, or output of the Processing of any Customer Data by Customer or any Authorized User through or by means of the Pliable Platform.

“Customer Data Destination” means a third-party application, service, or database belonging to or licensed by Customer to which Customer (directly or through its Authorized Users) downloads or exports Customer-Processed Data, or to which Customer (directly or through its Authorized Users) authorizes the download or export of Customer-Processed Data, from the Pliable Platform through the Data Destination Functionality (as defined below). For the avoidance of doubt, a Customer Data Source may also function as a Customer Data Destination hereunder.

“Customer Data Source” means a third-party application, data source, or database belonging to or licensed by Customer from which Customer (directly or through its Authorized Users) uploads or submits Customer Data, or from which Customer authorizes (directly or through its Authorized Users) the upload or submission of Customer Data, to the Pliable Platform for Processing by Customer and its Authorized Users by means of the Pliable Platform.

“Data Connectors” means the system-to-system applications, provided directly by Pliable or by means of a Third Party Service (as defined below), through which Customer Data is uploaded or inputted to the Pliable Platform from Customer’s systems or from a Customer Data Source.

“Order” means the order that specifies the subscription plan being purchased by Customer and that is submitted by you electronically through the Site (i.e., through an online check-out option) or through a separate ordering document accepted by Pliable and incorporating these Terms.

“Process” or “Processing” means the collection, aggregation, collation, examination, extraction, searching, manipulation, analysis or other use of data or information.

“Pliable Platform” means Pliable’s suite of web-based tools designed to facilitate efficient and scalable data Processing by Customers.

“Site” means the Pliable website with a homepage at https://www.pliable.co/, its subdomains and/or other websites, and any associated mobile or desktop applications designated by Pliable for use with the Pliable Platform from time to time.

ACCESS TO THE PLIABLE PLATFORM. Subject to Customer’s compliance with these Terms, Pliable will provide Customer’s Authorized Users with access to and use of the Pliable Platform, during the Initial Term and any Renewal Terms (each as defined below), solely for Customer’s internal business purposes and in accordance with Pliable’s relevant user documentation. Your access to and use of the Pliable Platform (and any access or use by your Authorized Users) is subject to such limitations and restrictions as may be set forth in these Terms, in the Order, or in the relevant user documentation. Pliable reserves the right to discontinue or modify any aspect of the Pliable Platform at any time and in its discretion.
USAGE LIMITS. The total number of Authorized Users is limited to the number for which Customer has paid all applicable fees as required under these Terms. Customer will not permit access to or use of the Pliable Platform by anyone other than such Authorized Users. Customer’s and its Authorized Users’ use of the Pliable Platform is further subject to any usage limitations set forth on the Order or otherwise presented to you through the Site at the time of check-out.
USER ACCOUNTS. In order to access and use the Pliable Platform or certain features thereof, Customer will be required to establish one or more Pliable user accounts (each, a “User Account”). You must provide true, accurate, current, and complete information as prompted by the applicable registration or login form, and you are responsible for keeping such information up to date. You are responsible and liable for all activities conducted through each User Account, regardless of who conducts those activities. You are responsible for maintaining (and for ensuring that your Authorized Users maintain) the confidentiality of any user IDs, passwords and other credentials associated with each User Account, and shall immediately notify Pliable of any actual or suspected unauthorized access to or use of any User Account or any associated user IDs, passwords, or other credentials. Authorized Users may not share their access credentials with any other individuals. You will cooperate fully with Pliable and take all actions that Pliable reasonably deems necessary to maintain or enhance the security of the Pliable Platform and Pliable’s computing systems and networks. Pliable is not and shall not be deemed liable for any loss or damage to you arising from your (or your Authorized Users’) failure to comply with this Section 4.
RESTRICTIONS. You agree to access and use the Pliable Platform solely for your internal business purposes, in accordance with any Pliable user documentation, and in accordance with all applicable laws. You shall not (and shall ensure that your Authorized Users do not): (i) copy, reproduce, frame, mirror, modify, decompile, disassemble, create derivative works based on, or reverse engineer the Pliable Platform or any associated software or materials (except to the extent that applicable law prohibits or restricts reverse engineering restrictions); (ii) provide any third parties with access to any of the Pliable Platform, or use any of the Pliable Platform for time sharing or similar purposes for the benefit of any third party; (iii) sell, resell, rent or lease the Pliable Platform; (iv) remove any copyright or proprietary notices contained in the Pliable Platform or any output thereof; (v) breach, disable or tamper with, or develop or use (or attempt) any workaround for, any security measure provided or used by the Pliable Platform; (vi) access the Pliable Platform via any bot, web crawler or non-human user; (vii) access or use (or permit a third party to access or use) the Pliable Platform for any unlawful purpose or for purposes of monitoring the availability, performance or functionality of the Pliable Platform or for any other benchmarking or competitive purposes; (viii) attempt to gain unauthorized access to the Pliable Platform or any related systems, software or networks; (ix) access the Pliable Platform in order to build a competitive product or service, or copy any features, functions or graphics of the Pliable Platform; (x) use the Pliable Platform to transmit viruses or malicious code; or (xi) make any use of, or take any other action with respect to, the Pliable Platform or any component thereof in a manner that violates applicable law, any provision of these Terms, or any contractual obligations to third parties (including, without limitation, any Third Party Service (as defined below)) to which Customer is bound. Pliable may suspend or terminate your or any Authorized User’s access to the Pliable Platform, or any component thereof, if Pliable reasonably determines that you or any Authorized User has violated any term or condition of these Terms. Customer shall be liable to Pliable for any violation of these Terms by Customer or by any Authorized User.
CUSTOMER DATA.
1. Provision of Customer Data. You understand and acknowledge that the ability of Customer and its Authorized Users to operate and utilize the Pliable Platform is dependent upon Customer providing or making available to Pliable, including (where applicable) for access by the Pliable Platform through the Data Connectors, all required Customer Data. All Customer Data must be provided or otherwise made accessible to Pliable in such formats as may be approved by Pliable from time to time. As between Customer and Pliable, Customer is solely and exclusively responsible for providing all authorizations, permissions, and access, and securing all authorizations, permissions, and access from all Customer Data Sources, as may be necessary or helpful to facilitate Pliable’s access to the Customer Data. You acknowledge and agree that Pliable shall not be liable to you or to any third party for any failure, delay, or deficiency in the performance or the availability of the Pliable Platform arising from (i) any failure by Customer or any Customer Data Source to authorize connection to the Data Connectors and/or the Pliable Platform, (ii) any system failure or technical deficiency on the part of Customer or any Customer Data Source that prevents or limits access by Pliable and the Pliable Platform to Customer Data or other necessary Customer content, materials, data or information, or (iii) any failure by Customer or any Customer Data Source to provide full, complete, and accurate Customer Data or other necessary Customer content, materials, data or information.
2. Data Restrictions. As between Customer and Pliable, Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. You will not, and you will ensure that any Authorized Users do not, upload or otherwise submit, directly or indirectly, and including through any Customer Data Source, any Customer Data or other information, materials, or content that: (a) infringes the intellectual property rights, rights of privacy or publicity, or other proprietary rights of any third party, (b) violates any applicable law, or (c) contains any malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code. You acknowledge that the Pliable Platform is not designed with security and access management for processing or storing any personal information that imposes specific data security obligations on Pliable for the processing or storage of such data, including, without limitation, any “nonpublic personal information” as defined under the Gramm-Leach-Bliley Act, cardholder, payment card, or related information protected by the Payment Card Industry Data Security Standard, “protected health information” as defined under the Health and Insurance Portability and Accountability Act of 1996, “personal information” as defined under the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, “personal data” as defined under the General Data Protection Regulation, or other information similar to any of the foregoing, however described, as defined under applicable law (each of the foregoing, “Prohibited Content”). Customer shall not, and shall not permit any Authorized User or other person or entity (including any Customer Data Source) to, provide any Prohibited Content to, or upload or submit any Prohibited Content through, the Pliable Platform. Customer is solely responsible for reviewing all Customer Data and represents and warrants to Pliable that no Customer Data constitutes or contains Prohibited Content. Pliable makes no representations or warranties with respect to, and disclaims any responsibility or liability for, your Customer Data, and Customer will indemnify Pliable for any failure by Customer or any Authorized User to comply with the requirements of this Section 6(b).
3. Customer-Processed Data. The Pliable Platform is designed to allow Customer and its Authorized Users to Process Customer Data and to thereby generate Customer-Processed Data. As between Pliable and Customer, Customer is solely and exclusively responsible for the Processing of Customer Data, whether undertaken by Customer or any Authorized User, and for any resulting Customer-Processed Data, and for Customer’s and its Authorized Users’ use of and reliance on the same. Pliable has no control over, and makes no representations or warranties with respect to, the availability, accuracy, quality, or reliability of any Customer Data or Customer-Processed Data generated through Customer’s or its Authorized Users’ use of the Pliable Platform, and Pliable shall not have any responsibility or liability to Customer, any Authorized User, or any third party with respect to the same.
4. Data Exporting. If indicated in the Order, your Subscription Plan (as defined below) the Pliable Platform’s data exporting functionality, which allows Customer and its Authorized Users to export and/or download Customer-Processed Data to Customer Data Destinations (the “Data Destination Functionality”). Where a Customer Data Destination is also a Customer Data Source, the export or download of Customer-Processed Data to the Customer Data Destination could result in the overwriting of source data from which the Customer-Processed Data was developed. Accordingly, please be mindful when using the Data Destination Functionality. As between Pliable and Customer, Customer is solely and exclusively responsible for any and all use of the Data Destination Functionality by Customer or any Authorized User, including for all impacts to any Customer Data, Customer-Processed Data, Customer Data Sources, or Customer Data Destinations resulting therefrom, whether intended or otherwise. PLIABLE SHALL NOT HAVE ANY RESPONSIBILITY, OBLIGATION, OR LIABILITY TO CUSTOMER, ANY AUTHORIZED USER, OR ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY CUSTOMER DATA DESTINATION OR CUSTOMER DATA SOURCE) FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF ANY CUSTOMER DATA OR ANY CUSTOMER-PROCESSED DATA RESULTING FROM ANY USE OR MISUSE OF THE DATA DESTINATION FUNCTIONALITY BY CUSTOMER OR ANY AUTHORIZED USER. As between Customer and Pliable, Customer is solely and exclusively responsible for providing all authorizations, permissions, and access, and securing all authorizations, permissions, and access from all Customer Data Destinations, as may be necessary or helpful to permit proper operation of the Data Destination Functionality. You acknowledge and agree that Pliable shall not be liable to you or to any third party for any failure, delay, or deficiency in the performance or the availability of the Data Destination Functionality arising from (i) any failure by Customer or any Customer Data Destination to authorize connection to the Pliable Platform, or (ii) any system failure or technical deficiency on the part of Customer or any Customer Data Destination.
5. Storage of Customer Data. You agree and acknowledge that Pliable is not a provider of data back-up, archiving, or data retention services. As between you and Pliable, you are solely and exclusively responsible for the backing up, archiving, and retaining of all Customer Data and Customer-Processed Data, and any other of your information, data, or materials. Pliable does not make any representations, warranties or guarantees that any Customer Data, Customer-Processed Data, or other of your information, data or materials will not be lost, altered, destroyed, damaged, or corrupted. PLIABLE HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF ANY CUSTOMER DATA OR CUSTOMER-PROCESSED DATA THROUGH OR IN CONNECTION WITH YOUR USE OF THE PLIABLE PLATFORM.
PROFESSIONAL SERVICES.
1. Provision of Services. If indicated in the Order or in a Statement of Work executed by both parties and incorporating these Terms (a “Statement of Work”), and subject to Customer’s timely payment of all corresponding fees and to any service hour limitations set forth therein, Pliable will provide Customer with the professional services, if any, specified in the Order or applicable Statement of Work in connection with Customer’s access to and use of the Pliable Platform. Customer will provide such cooperation and assistance as Pliable may reasonably request in order to facilitate the performance of any such professional services.
2. Service Hours. Where set forth on the Order or Statement of Work, certain professional services may be provided on a per-service hour basis, in which case the total number of service hours available to you with respect to the professional services shall be limited to the number of service hours set forth on the Order or Statement of Work, as the case may be (the “Service Hours”). Service Hours may only be used during the Initial Term or specific Renewal Term with respect to which the Service Hours are purchased, and unused Service Hours may not be carried forward for use in future Renewal Terms. PLIABLE DOES NOT PROVIDE REFUNDS OR CREDITS WITH RESPECT TO UNUSED SERVICE HOURS.
3. Deliverables. If any professional services involve the delivery or provision of reports, documents, or other deliverables (“Deliverables”) to Customer, Customer will be free to use such Deliverables for its internal business purposes, subject to the applicable confidentiality provisions of these Terms. The parties acknowledge, however, that, unless expressly and unambiguously set forth on the Order or an applicable Statement of Work, the professional services do not involve any custom development, and will not be construed as transferring (or as requiring Pliable to transfer) to Customer any intellectual property rights in any Deliverables or other work product provided to Customer or otherwise developed by Pliable in connection with these Terms or any related professional services.
TECHNICAL REQUIREMENTS. Access to and use of the Pliable Platform by you and your Authorized Users is dependent upon access to telecommunications and Internet services. You acknowledge that Pliable is not responsible for acquiring or maintaining any telecommunications or Internet services or other hardware or software that you or your Authorized Users may need to access and use the Pliable Platform, or that any Customer Data Source or Customer Data Destination may need to connect with the Pliable Platform or otherwise facilitate or support the uploading or other submission of Customer Data to the Pliable Platform or (where applicable) the export or download of Customer-Process Data from the Pliable Platform, or for any costs, fees, expenses, or taxes of any kind related to the foregoing.
SUBSCRIPTIONS AND SUBSCRIPTION FEES.
1. Subscription Plans. The Pliable Platform is offered on a subscription basis and in accordance with the individual service plan selected by Customer and identified on the Order (a “Subscription Plan”). We may modify, terminate, or replace any Subscription Plan from time to time in our sole discretion and without prior notice; provided, however, that any such modification, termination, or replacement shall not become effective as to you until the end of your then-current Initial Term or Renewal Term, as the case may be.
2. Free Trials. Your subscription to the Pliable Platform may be preceded by a free trial (a “Trial”). We reserve the right, in our sole discretion, to determine your eligibility for a Trial. If you receive a Trial, you may only use those portions of the Pliable Platform included in your Trial, only for the duration of that Trial, and only for the purpose of evaluating the desirability of purchasing a subscription to the Pliable Platform. Upon the expiration of any Trial period, your access to the Pliable Platform will cease, except where Customer has purchased and/or registered for a Subscription Plan in accordance with the terms hereof.
3. Subscription Term. Except as otherwise set forth in the Order, your Subscription Plan will commence on your acceptance of these Terms and will continue for the initial subscription term applicable to your Subscription Plan (the “Initial Term”). Thereafter, unless otherwise expressly set forth on the Order, and except where cancelled in accordance with Section 9(e) hereof or terminated in accordance with Sections 10(a) or 10(b) hereof, your Subscription Plan will automatically renew for additional subscription terms of the same length (each, a “Renewal Term” and, collectively with the Initial Term, the “Subscription Term”). IF YOU DO NOT WANT TO RENEW YOUR SUBSCRIPTION PLAN, YOU MUST CANCEL YOUR SUBSCRIPTION PLAN PRIOR TO THE END OF THE THEN-CURRENT SUBSCRIPTION TERM AND IN ACCORDANCE WITH THE REQUIREMENTS OF SECTION 9(E) IN ORDER TO AVOID BILLING OF FEES FOR THE RENEWAL SUBSCRIPTION PERIOD TO YOUR PAYMENT METHOD (AS DEFINED BELOW). PLIABLE DOES NOT PROVIDE REFUNDS OR CREDITS WITH RESPECT TO THE PLIABLE PLATFORM, ANY SUBSCRIPTION PLAN OR ANY PROFESSIONAL SERVICES, INCLUDING FOR ANY PARTIALLY USED SUBSCRIPTION TERMS OR UNUSED SERVICE HOURS.
4. Subscription Fees. As consideration for Pliable’s provision of the Pliable Platform and, where set forth in the Order or an applicable Statement of Work, for Pliable’s performance of the professional services, Customer will pay to Pliable all subscription fees, one-time fees, overage charges, service fees and other amounts set forth hereunder and in the Order or applicable Statement of Work (“Fees”). Except where you are accessing the Pliable Platform by means of a Trial, Customer must have a current valid credit card or other payment method acceptable to Pliable (a “Payment Method”) in order to access (or permit Authorized Users to access) the Pliable Platform. By providing a Payment Method to Pliable, Customer is expressly authorizing Pliable to charge Customer all Fees at the applicable frequency and at the then-current rate. Unless otherwise expressly set forth in the Order or an applicable Statement of Work, the Fees applicable to Customer’s Subscription Plan shall be as posted at https://www.pliable.co/pricing as of the payment due date. Pliable will bill all Fees in advance and to the Payment Method Customer provides during registration, or to a different Payment Method if Customer advises Pliable in writing of a change and provides an alternate, valid Payment Method. ALL FEES ARE FULLY EARNED UPON PAYMENT AND ARE NON-REFUNDABLE.
5. Cancellation. You may cancel your Subscription Plan at any time; provided, however, that any such cancellation shall not become effective until the expiration of your then-current subscription term. If you cancel your Subscription Plan, you will continue to have access to the Pliable Platform in accordance with the terms of your applicable Subscription Plan for the remainder of the then-current subscription term. PLIABLE DOES NOT PROVIDE REFUNDS OR CREDITS WITH RESPECT TO THE PLIABLE PLATFORM OR ANY SUBSCRIPTION PLAN, INCLUDING FOR ANY PARTIALLY USED SUBSCRIPTION TERMS. To cancel your Subscription Plan, you may either (i) send a written cancellation request via email to Pliable at support@pliable.co and include the phrase “CANCEL SUBSCRIPTION” in the subject line, or (ii) select the cancellation option available through the subscription management feature in your User Account. Cancellations of Subscription Plans will only be effective when submitted in compliance with the requirements of, and as set forth in, this Section 9(e).
6. Overage Charges. Without limiting the foregoing, in the event that, during any calendar month or other applicable period occurring in the Subscription Term, Customer exceeds any usage limitations set forth on the Order or otherwise applicable to its Subscription Plan, Pliable shall have the right to charge to Customer’s Payment Method, in addition to all other Fees due hereunder and at its then-current rate, all applicable overage charges.
7. Taxes. The Fees and other amounts payable hereunder are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”). Customer shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Pliable’s net income.
8. Promotions. Pliable may offer from time to time promotions on its website or with respect to the Pliable Platform that may affect pricing and that are governed by terms and conditions separate from or in addition to those in these Terms. If there is a conflict between the terms for a promotion and the provisions of these Terms, the promotion terms will govern.
TERM AND TERMINATION
1. Term. These Terms shall remain in full force and effect while you use or have access to the Pliable Platform. Pliable may terminate or restrict your access to any or all of the Pliable Platform or your User Account, for any reason and without warning, and Pliable reserves the right to discontinue or modify any aspect of the Pliable Platform at any time. Without limiting the foregoing, Pliable may terminate these Terms or suspend or terminate Customer’s or any Authorized User’s access to and use of the Pliable Platform, at Pliable’s sole option, with or without notice, if: (i) Customer fails to pay any Fees or other amounts payable hereunder on the due date thereof, or (ii) Customer or any Authorized User violates any provision of Section 5 or 6(b) hereof. Pliable shall not be liable to Customer for any costs, losses, or expenses incurred by Customer as a result of any termination or suspension of Customer’s or any Authorized User’s access to or use of the Pliable Platform in accordance with the terms of this Section. Any termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. Any termination of these Terms shall also constitute the termination of all Subscription Plans and professional services hereunder.
2. Termination for Breach; Insolvency. In addition to the termination rights set forth above, either party may terminate these Terms and Customer’s Subscription Plan upon written notice if the other party has breached a material provision of these Terms and has not cured such breach within thirty (30) days of receipt of written notice from the non-breaching party specifying the breach. Additionally, either party may terminate these Terms upon written notice to the other party if: (i) the other party has a receiver appointed for it or its property; (ii) the other party makes an assignment for the benefit of creditors; (iii) any proceeding is commenced by, for or against the other party under any bankruptcy, insolvency or debtor’s relief law; or (iv) the other party is liquidated or dissolved.
3. Effect of Termination. Upon expiration or termination of these Terms, (a) Pliable shall immediately cease performance of all professional services, (b) all Subscription Plans shall immediately terminate, and Customer and each Authorized User shall cease all access to and use of the Pliable Platform (except as may be permitted by Pliable with respect to the following sentence), and (c) Customer shall promptly pay to Pliable all Fees and other amounts due and owing to Pliable as of the date of such expiration or termination. Notwithstanding the foregoing, Pliable may grant Customer reasonable access to such Customer-Processed Data as was available to Customer through the Pliable Platform as of the date of such termination or expiration for purposes of permitting Customer to download or export such Customer-Processed Data. To request such reasonable access, Customer must submit an email request to Pliable at support@pliable.co within 30 days following the termination or expiration of Customer’s Subscription Plan. After such 30-day period, Pliable will have no obligation to maintain or provide access to any Customer Data or Customer-Processed Data and may thereafter, at its option and unless legally prohibited, delete all Customer Data, content, integrations, Customer-Processed Data, or other Customer data or information housed in or available through the Pliable Platform or Customer’s User Account(s).
4. Survival. The provisions of the following Sections of these Terms will survive any expiration or earlier termination hereof: Sections 1, 4 (with respect to the final sentence only), 5, 6, 7, 8, 9 (f)-(g), 10(c)-(d), 11, 12, and 14-21.
INTELLECTUAL PROPERTY
1. Pliable Intellectual Property. As between you and Pliable, the Pliable Platform, any Deliverables (except where otherwise set forth in an applicable Statement of Work), and all software and other technologies embodied in or used to provide the foregoing, and all intellectual property rights therein or relating thereto, are and shall remain the exclusive property of Pliable and/or its licensors. No rights are granted to Customer or any Authorized User hereunder other than as expressly set forth herein.
2. Customer Intellectual Property. As between Customer and Pliable, Customer owns all right, title and interest in and to all Customer Data and Customer-Processed Data. Customer hereby grants to Pliable a nonexclusive, worldwide, transferable, sublicensable, irrevocable, royalty-free, fully paid-up license to extract, process, display, copy, store, transmit, modify, and otherwise access and use the Customer Data and any Customer-Processed Data for purposes of providing the Pliable Platform and making the Pliable Platform available to Customer and its Authorized Users, and for such other purposes as may be set forth herein.
3. Data Use Rights. You acknowledge and agree that Pliable may monitor Customer’s and its Authorized Users’ use of the Pliable Platform and may track and compile data and information related to such use, including, without limitation, statistical and performance information related to the provision and operation of the Pliable Platform (“Aggregated Statistics”). As between Pliable and Customer, the Aggregated Statistics and all intellectual property rights therein or relating thereto are and shall remain the exclusive property of Pliable. Pliable may, without limitation, (a) make such Aggregated Statistics publicly available, (b) use the Aggregated Statistics to the extent and in the manner required by applicable law or regulation, and (c) use the Aggregated Statistics to maintain, optimize and improve the Pliable Platform, to develop, improve, or offer other Pliable products or services, or to otherwise operate Pliable’s business.
4. Feedback. To the extent you or any Authorized User provides Pliable with any suggestions, feature requests, evaluation results, feedback, or other input in relation to any aspect of the Pliable Platform or any professional services (collectively, “Feedback”), you hereby assign and agree to assign to Pliable all right, title and interest in and to such Feedback, including any intellectual property rights therein, and agree that Pliable will be free to use such Feedback in any manner, including by implementing such Feedback in the Pliable Platform, the professional services, and/or Pliable’s other technologies, products and services, without compensation or other obligation to you or any Authorized User.
PRIVACY. You acknowledge and agree that all information collected by Pliable is subject to our Privacy Policy. By accessing or using the Pliable Platform in any manner, you consent to all actions we take with respect to your information in compliance with our Privacy Policy.
PLATFORM AND DATA SECURITY. Pliable will use commercially reasonable efforts to maintain appropriate physical, administrative, and technical safeguards to protect against the unauthorized accessing, use, destruction, corruption, loss or alteration of Customer Data or Customer-Processed Data in a manner appropriate in light of the level of sensitivity of such data. Pliable will use commercially reasonable efforts to promptly notify Customer of any material breach of security with respect to any Customer Data or Customer-Processed Data in Pliable’s control or possession.
THIRD PARTY APPLICATIONS. The Pliable Platform may contain links to, incorporate, connect to, interoperate with, or otherwise allow you to access third party applications and services (including, without limitation, Customer Data Sources and Customer Data Destinations) that are not owned or controlled by Pliable (collectively, “Third Party Services”). When you access third party websites or Third Party Services, you do so at your own risk. Pliable encourages you to be aware when you leave the Pliable Platform and to read the terms and conditions and privacy policy of each third-party website or Third Party Service (“Third Party Terms”) that you visit or from which you access or receive any product, service, or data. Pliable has no control over, and assumes no responsibility for, the content, accuracy, Third Party Terms, or practices of any third-party website or Third Party Service. In addition, Pliable will not and cannot monitor, verify, censor, or edit the content of any third-party website or Third Party Service. When you visit or use a third party’s website or Third Party Service, you acknowledge that such website or Third Party Service is subject to the applicable Third Party Terms, and you release us from any liability arising from your use of such websites or Third Party Service. You acknowledge that we are not responsible for such third parties or their products or services. Any such activities, and any Third Party Terms associated with such activities, are solely between you and the applicable third party.
CONFIDENTIALITY
1. Confidential Information. “Confidential Information” means (subject to the exclusions below) any non-public information relating to or disclosed by a party in connection with these Terms that should be reasonably understood to be confidential. The receiving party will (i) use the same care to protect Confidential Information as it uses for its own similar information, but no less than reasonable care, (ii) not disclose Confidential Information to any third party without prior written authorization or as otherwise required for its performance hereunder, except that receiving party may disclose Confidential Information to its employees, contractors, consultants, and advisors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are bound by obligations of confidentiality, non-use and non-disclosure no less protective of disclosing party’s Confidential Information than the provisions hereof, and (iii) use Confidential Information only for the purpose of fulfilling its obligations or exercising its rights expressly granted under these Terms. The receiving party will promptly return or destroy the other party’s Confidential Information in its possession or control upon request.
2. Exclusions. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was already in possession of the receiving party without confidentiality restrictions at the time of receipt from the other party, as evidenced by written records; (iii) was rightfully obtained by the receiving party on a non-confidential basis from a third party; or (iv) was independently developed by the receiving party without violation of this Section. If a receiving party is required to disclose Confidential Information by law, the receiving party will, where permitted by applicable law, promptly notify the disclosing party and reasonably cooperate with its efforts to limit or protect the required disclosure, but will otherwise not be in violation of this Section on account of making the required disclosure.
DISCLAIMER OF WARRANTIES. THE PLIABLE PLATFORM AND ANY PROFESSIONAL SERVICES AND DELIVERABLES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND PLIABLE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, AND NON-INFRINGEMENT. NEITHER PLIABLE NOR ANY PERSON ASSOCIATED WITH PLIABLE MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLIABLE PLATFORM (INCLUDING, WITHOUT LIMITATION, THE DATA DESTINATION FUNCTIONALITY), PROFESSIONAL SERVICES OR DELIVERABLES. WITHOUT LIMITING THE FOREGOING, NEITHER PLIABLE NOR ANYONE ASSOCIATED WITH PLIABLE REPRESENTS OR WARRANTS THAT THE PLIABLE PLATFORM (INCLUDING, WITHOUT LIMITATION, THE DATA DESTINATION FUNCTIONALITY) OR ANY PROFESSIONAL SERVICES, OR ANY RESULTS, DATA OR OUTPUTS GENERATED THEREFROM OR ACCESSED OR AVAILABLE THERETHROUGH (INCLUDING, WITHOUT LIMITATION, ANY CUSTOMER DATA, CUSTOMER-PROCESSED DATA, OR DELIVERABLES), WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PLIABLE PLATFORM (INCLUDING, WITHOUT LIMITATION, THE DATA DESTINATION FUNCTIONALITY), THE PROFESSIONAL SERVICES, THE DELIVERABLES, OR THE SERVERS THAT MAKE THE PLIABLE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLIABLE PLATFORM (INCLUDING, WITHOUT LIMITATION, THE DATA DESTINATION FUNCTIONALITY), PROFESSIONAL SERVICES, OR ANY DATA, INFORMATION, OR RESULTS MADE AVAILABLE TO YOU, ACCESSED BY YOU, OR GENERATED OR EXPORTED BY YOU OR ON YOUR BEHALF IN CONNECTION THEREWITH (INCLUDING, WITHOUT LIMITATION, ANY CUSTOMER DATA, CUSTOMER-PROCESSED DATA, OR DELIVERABLES), WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. AS BETWEEN YOU AND PLIABLE, YOU ASSUME ALL RISK IN CONNECTION WITH YOUR USE OF, INTERPRETATION OF, AND RELIANCE ON THE PLIABLE PLATFORM (INCLUDING, WITHOUT LIMITATION, THE DATA DESTINATION FUNCTIONALITY), THE PROFESSIONAL SERVICES, AND ALL CONTENT, RESULTS, AND OUTPUTS GENERATED THEREBY, AND ALL DATA AND INFORMATION AVAILABLE, ACCESSIBLE, OR EXPORTABLE THERETHROUGH (INCLUDING, WITHOUT LIMITATION, ALL CUSTOMER DATA, CUSTOMER-PROCESSED DATA, AND DELIVERABLES). CUSTOMER EXPRESSLY AGREES AND ACKNOWLEDGES THAT PERFORMANCE OF THE PLIABLE PLATFORM, THE PROFESSIONAL SERVICES, AND THE DEVELOPMENT AND DELIVERY AND AVAILABILITY OF ANY OUTPUTS THEREOF IS DEPENDENT UPON AND SUBJECT TO THE AVAILABILITY OF CUSTOMER DATA, INCLUDING AS MAY BE (OR IS REQUIRED TO BE) PROVIDED BY A CUSTOMER DATA SOURCE. PLIABLE SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR ANY CUSTOMER DATA OR CUSTOMER-PROCESSED DATA, OR FOR ANY LOSS, DAMAGE, OR OTHER ISSUE CAUSED BY THE UNAVAILABILITY, INCOMPLETENESS, OR INACCURACY OF THE SAME, WHETHER CAUSED BY CUSTOMER OR ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY SERVICE).
INDEMNITY. Customer will indemnify, defend, and hold Pliable and its officers, directors, employees, agents, licensors, and service providers harmless from and against any claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (i) Customer’s or any Authorized User’s access to or use of the Pliable Platform (including, without limitation and where applicable, the Data Destination Functionality), (ii) Customer’s or any Authorized User’s violation of these Terms or applicable law; (iii) any claim that the Customer Data infringes, misappropriates, or otherwise violates the intellectual property rights or rights of privacy of any third party; (iv) any upload or submission of Prohibited Content to the Pliable Platform by or by means of Customer, any Authorized User, or any Customer Data Source; (v) any breach or alleged breach of any agreement between Customer and any Third Party Service (including, without limitation, any Customer Data Source or Customer Data Destination); and (vi) use by Customer or any Authorized User of any Customer Data or Customer-Processed Data or other data, materials, or information accessed or generated by Customer or any Authorized User through the Pliable Platform. Pliable reserves the right, at its own expense, to assume the exclusive defense and control of any action subject to indemnification under this Section, and in such event Customer agrees to cooperate with Pliable in defending such action.
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PLIABLE OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO THESE TERMS OR CUSTOMER’S (OR ITS AUTHORIZED USERS’) ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE PLIABLE PLATFORM OR ANY PROFESSIONAL SERVICES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IF PLIABLE IS FOUND LIABLE FOR ANY LOSS OR DAMAGE UNDER ANY LEGAL THEORY RELATING IN ANY WAY TO THE SUBJECT MATTER OF THESE TERMS, IN NO EVENT WILL PLIABLE’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY CUSTOMER TO PLIABLE IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM. If you are not satisfied with the Pliable Platform or professional services, your sole and exclusive remedy is to cancel your Subscription Plan and cease all access to and use of the Pliable Platform and professional services.

Some jurisdictions do not allow the limitation of liability for incidental or consequential damages or other damages or liability, so the foregoing limitations may not apply to you. To the extent that in a particular circumstance any limitation on damages or liability set forth in this Section is prohibited by applicable law, then, instead of the provisions hereof in such particular circumstance, Pliable shall be entitled to the maximum limitations on damages and liability available at law and equity in that particular circumstance.

You and Pliable each understand and agree that the disclaimers, acknowledgements, exclusions, and limitations in this Section 18 and in Section 16 are essential elements of these Terms and that they represent a reasonable allocation of risk. In particular, you understand that Pliable would be unable to make the Pliable Platform available to you except on these terms and agree that these terms will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.
OPERATED FROM THE UNITED STATES. The Pliable Platform is hosted by servers located in the United States. Using the Pliable Platform may be prohibited or restricted in certain other countries. If you use the Pliable Platform from outside of the United States, you are responsible for complying with the laws and regulations of the applicable territory. Without limiting the foregoing, if you attempt to use the Pliable Platform from a physical location in the European Union, United Kingdom, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure that differ from United States laws, please be advised that through your continued use of the Pliable Platform, which is governed by U.S. law and these Terms (including the Privacy Policy): (i) you are transferring your personal information to the United States; (ii) you hereby consent to such transfer and to the application of the laws of the United States and the State of California with respect to any dispute arising from or related to the Privacy Policy and your use of the Pliable Platform, and to the exclusive jurisdiction of the courts of the United States and the State of California.
DISPUTE RESOLUTION.

Please read this Section carefully. It impacts the rights that you may otherwise have. It provides for resolution of most disputes through individual arbitration instead of trial courts and class actions. This “Dispute Resolution” section survives any expiration or earlier termination of these Terms.

Informal Dispute Resolution. As a condition precedent which must be satisfied prior to initiating any arbitration or other action against the other party, both you and Pliable agree to the following dispute resolution procedure: In the event of any controversy, claim, action or dispute arising out of or related to the Pliable Platform, or the breach, enforcement, interpretation, or validity of these Terms (“Claim”), the party asserting the Claim must first try in good faith to settle such Claim by providing written notice, by first class or registered mail, to the other party describing the facts and circumstances (including any supporting documentation) of the Claim. The party asserting the Claim must allow the receiving party 30 days in which to respond to or settle the Claim.

For purposes of this Section, notices must be sent as follows:
- If to Pliable: to Pliable, Inc., Attn: Legal/Compliance, 1700 Montgomery Street, Suite 108, San Francisco, CA 94111, with a copy emailed to legal@pliable.co.
- If to you: to any address listed in or associated with your User Account.
Arbitration. To the extent you cannot resolve any Claim through the informal dispute resolution procedure set forth above, and except as otherwise set forth herein, a Claim must be resolved through binding individual arbitration. You agree to give up your right to go to court to assert or defend your rights under these Terms and with respect to any Claim. You and Pliable each expressly delegate to the arbitrator the authority to determine the arbitrability of any Claim, including the scope, applicability, validity, and enforceability of this arbitration provision.

To begin an arbitration proceeding, you must send a written request to Pliable at: Pliable, Inc., Attn: Legal/Compliance, 1700 Montgomery Street, Suite 108, San Francisco, CA 94111, with a copy emailed to legal@pliable.co. You agree that the arbitration will be conducted by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules (“AAA Rules”), as modified by this arbitration agreement. The AAA Rules are available on the AAA’s website www.adr.org, or by calling the AAA at (800) 778-7879. In accordance with the AAA Rules, you must also send a copy of your written demand for arbitration to AAA when submitting your request to Pliable. In the event that the AAA is unable or unwilling to initiate arbitration within fourteen (14) days of receiving a demand for arbitration, arbitration may be conducted by JAMS, Inc. (in accordance with its Streamlined Arbitration Rules & Procedures) or by any other mutually agreeable arbitration administration service. You and Pliable each agree that these Terms evidence a transaction in interstate commerce and that this arbitration provision will be interpreted and enforced in accordance with the U.S. Federal Arbitration Act and federal arbitration law and will not be governed by state law. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The arbitration will be conducted in the English language. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief to the extent required to satisfy your individual claim, and must follow and enforce these Terms as a court would. Any arbitration shall be confidential, and neither you nor Pliable may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction.

In lieu of arbitration, and notwithstanding anything in this section to the contrary, either you or Pliable may bring any individual claim in small claims court consistent with the jurisdictional and dollar limits that may apply, but only if it is brought and maintained as an individual claim. Additionally, and notwithstanding anything herein to the contrary, nothing in this section shall prohibit you or Pliable from seeking temporary injunctive relief in a court of competent jurisdiction to prevent an imminent or stop an actual breach of these Terms.

Class Action and Jury Waiver. You and Pliable each agree that any proceeding, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If a court or arbitrator determines in an action between you and Pliable that this class action waiver is unenforceable, the arbitration agreement set forth above will be void as to you. If for any reason a Claim proceeds in court rather than through arbitration, you and we each waive any right to a jury trial.
MISCELLANEOUS
1. Marketing. Pliable may use Customer’s name as part of a general list of clients and may refer to Customer as a client and user of the Pliable Platform in its general advertising and marketing materials.
2. Platform Availability. You agree and acknowledge that the Pliable Platform may be temporarily unavailable due to maintenance or other development activities. Pliable shall not have any liability to you for any planned or unplanned unavailability or downtime.
3. Relationship of the Parties. The parties are acting as independent entities, and nothing in these Terms will be construed as establishing an employment, agency, partnership or joint venture relationship between Pliable and Customer or between one party and any of the other party’s personnel. Neither party has authority to bind the other party by contract or otherwise. Pliable and Customer intend for the terms and provisions of these Terms to benefit solely Pliable and Customer. Nothing in these Terms is to be construed as conferring third-party beneficiary rights on any other person or entity.
4. Assignment. Customer may not assign or transfer these Terms or any rights or obligations hereunder to any other person without Pliable’s prior written consent; provided, however, that Customer may assign these Terms, without consent but upon written notice to Pliable, to an affiliate or to the successor-in-interest to all or substantially all of the business or assets of Customer to which these Terms relate. Any purported assignment in violation of this paragraph is void and of no effect. Pliable may assign these Terms or its obligations hereunder without restriction. These Terms shall be binding on the parties and their permitted successors and assigns. A person who is not a party to these Terms has no right to benefit under or to enforce any provision of these Terms.
5. Export Compliance. Customer agrees to comply fully with all relevant export laws and regulations of the United States and other applicable jurisdictions to ensure that neither the Pliable Platform nor any direct products or outputs thereof are: (i) exported or re-exported directly or indirectly in violation of such export laws and regulations; or (ii) used for any purposes prohibited by such export laws and regulations.
6. Force Majeure. Pliable will not be liable for any delay or failure in the performance of our obligations under these Terms if the delay or failure is due to any cause outside of our reasonable control.
7. Governing Law and Venue. These Terms and any dispute or claim arising out of or related to these Terms, their subject matter or formation (in each case, including non-contractual disputes or claims) shall, except as otherwise expressly set forth herein, be governed by and construed in accordance with the laws of the State of California, other than such laws and case law that would result in the application of the laws of a jurisdiction other than the State of California. The United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. Except as otherwise set forth in or required by Section 20 hereof, the parties further agree that the exclusive venue and jurisdiction for any dispute arising or relating to these Terms shall be a court of competent jurisdiction located in San Francisco County, California.
8. Notices. Except as otherwise set forth herein, Pliable may give notice to Customer by means of electronic mail to Customer’s e-mail address on record with Pliable (including any email account associated with Customer’s User Account(s)) or by written communication sent by first class postage prepaid mail or nationally recognized overnight delivery service to Customer’s address on record with Pliable, and Customer may give notice to Pliable by written communication sent by first class postage prepaid mail or nationally recognized overnight delivery service addressed to:
  
  Pliable, Inc.
  1700 Montgomery Street, Suite 108
  San Francisco, CA 94111
  
  Notice shall be deemed to have been given upon receipt or, if earlier, two (2) business days after mailing, as applicable. All communications and notices to be made or given pursuant to these Terms shall be in the English language. For contractual purposes, you consent to receive communications from us in electronic form and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Severability and Waiver. If any part or provision of these Terms is held by a court of competent jurisdiction to be invalid, unenforceable, or in conflict with the law, that part or provision shall be replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision, and the remainder of these Terms will continue in full force and effect. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If we waive any breach of these Terms, such waiver will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Amendment. Except as otherwise set forth herein, these Terms (including, without limitation, the Order and any Statement of Work) may only be amended by a writing signed by both parties. No term contained in the Order or in any Statement of Work will be deemed to amend the terms of these Terms unless the Order or Statement of Work (as the case may be) references the affected provision in these Terms and provides that the Order or Statement of Work is amending that specific provision (and then only with respect to the services performed pursuant to such Order or Statement of Work).
California Residents. If you are a California resident, you may report a complaint to the Complaint Assistance Unit of the Division of Consumer Services at the California Department of Consumer Affairs by telephone at (800) 952-5210 or by mail at 400 R Street, Sacramento, CA 95814, United States.
Entire Agreement. These Terms, together with the Order and any applicable Statement of Work, constitutes the sole and entire agreement between Customer and Pliable with respect to the subject matter hereof, and supersedes and extinguishes all prior agreements, representations (whether oral or written), and understandings regarding such subject matter.

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Last Updated December 6, 2023