Terms of Service

1. DEFINITIONS

When used in this Agreement with the initial letters capitalized, in addition to the terms defined elsewhere in this Agreement, the following terms have the following meanings:

Account: means accounts or instances created by or on behalf of You for access and use of the Services. For the avoidance of doubt, reference to an Account in this Agreement refers to (i) Your trial account(s) where a live account has not been activated; or (ii) Your trial account(s) and Your live account(s) where the live account has been activated.

Affiliate: means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, so long as such Control exists. For the purposes of this definition, “Control” means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such a person, whether through the ownership of voting securities, by contract, or otherwise.

Applicable Data Protection Law: means the data protection laws and regulations in effect and applicable to the Processing of Personal Data under this Agreement, including as relevant Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR), the aspect of the GDPR as saved into the United Kingdom under the United Kingdom European Union (Withdrawal) Act 2018 (UK GDPR), California Consumer Privacy Act of 2018 (CCPA), and other data protection laws and regulations, as amended from time to time.

Your Content: means any and all content created by You or Your Users through the Services, including any information, text, images, videos, audios, or other materials forming part of such content.

Data Processing Addendum: means the data processing addendum available here as updated periodically and which is incorporated into this Agreement by reference; or a separate addendum that the Parties have executed in this regard, as the case may be, pursuant to which Chargebee shall process Personal Data forming part of the Service Data.

Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Services provided or made available by Chargebee to You through the Services or otherwise. You may use the Documentation solely in connection with Your use of the Services.

End-Customer: means any person or entity other than You or Your Users with whom You interact with or share Your Content with using the Services.

Personal Data: means “personal data”, “personally identifiable information” or equivalent term under the Applicable Data Protection Laws and is limited to the Personal Data forming part of the Service Data that Chargebee processes on Your behalf.

Pre-Release Offerings: means features, functionalities or product offerings that are classified by Chargebee as "beta", “early access”, “EAP”, "limited availability", or "pre release". It does not include any feature, functionality or product offering that has been re-classified by Chargebee as generally available, even though it was previously a Pre-Release Offering.

Pricing Agreement: means a pricing agreement or an order form referencing this Agreement and executed or approved by You and Chargebee with respect to Your Subscription, which agreement may detail, among other things, the plan applicable to a Subscription, the associated Subscription Fees and other details of the Subscription.

Privacy Notice: means the privacy notice applicable to Your Subscription located HERE.The Privacy Notice may be updated periodically and is incorporated into this Agreement by reference.

Sensitive Data: includes, racial or ethnic origin; religious or philosophical beliefs; political affiliations or opinions; trade union membership; health data; sexual orientation; gender identity; disabilities; background check results; government and national identification numbers (including tax identification numbers); payment card numbers and similar bank/financial account information; passwords and other credentials; biometric identifiers; web browsing histories; and complete dates of birth (i.e., year, month, and day); employment, or genetic information; criminal history; mother’s maiden name or any other information or combinations of information that is deemed sensitive under the legal framework of any applicable jurisdiction.

Services: means the cloud-based customer education platform and related products and services provided by Chargebee and more fully set forth in Pricing Agreement and as may be updated from time to time, including individually and collectively, any software, APIs and Documentation.

Service Data: means all electronic data, information, text, messages or other materials, including Personal Data of End-Customers and Users, submitted to, generated or Processed by the Services through an Account in connection with Your access and/or use of the Services, including Your Content.

Subscription: means Your subscription to Services of Your choice for access and use of an Account as fully set forth in a Pricing Agreement. You may have multiple Subscriptions which may be subject to separate and distinct Pricing Agreements.

Subscription Fee: means the fee payable by You to Chargebee under this Agreement and any relevant Pricing Agreement(s).

User: means individuals and entities authorized by You as users within an Account to use the Services by way of designated login credentials, such as Your employees or Affiliates.

Websites: means https://trainn.co/ and related websites that Chargebee operates.

2. THE SERVICES

2.1 Chargebee Services. This Agreement governs Your right to access and use the Services as part of a Subscription during the Term. Subject to Your and Your Users’ compliance with this Agreement and solely during the Term, Chargebee grants You a limited, non-exclusive, non-transferable, non-assignable (except to the extent expressly permitted herein), worldwide (subject to applicable law) and revocable right to access and use the Services that You have subscribed to for Your own internal business purposes.

2.2 Pre-Release Offerings.

2.2.1 Access and Use. Chargebee may from time to time make available certain Pre-Release Offerings to You and You may choose to use such Pre-Release Offering at Your choice. All restrictions and commitments under this Agreement shall apply to Your access and use of Pre-Release Offerings. By using the Pre-Release Offerings, You acknowledge and agree that: (i) the Pre-Release Offerings shall be used only for evaluation and testing purposes; (ii) Chargebee provides the Pre-Release Offerings on an “AS IS” and “AS AVAILABLE” basis, without any warranties; (iii) Chargebee shall not be liable for any liability arising from or relating to the Pre-Release Offerings, including Your use or inability to use such Pre-Release Offerings; (iv) any feedback provided on the Pre-Release Offerings is Chargebee’s property to use without obligation to You or any other third party; and (v) any and all information pertaining to the Pre-Release Offerings shall be deemed to be Chargebee Confidential Information. You further understand that a Pre-Release Offering may be made generally available in some countries while it is still classified as Pre-Release Offering in others.

2.2.2 Availability and Updates. You understand that Pre-Release Offerings are still in development, may have bugs or errors, may be feature incomplete, and may be subject to material change. Chargebee has no obligation whatsoever to provide any support, bug fixes, error corrections, patches, or service packs for, or any revisions, successors, or updated versions to, the Pre-Release Offerings, or any part of them. Chargebee may make updates, changes, repairs, or conduct maintenance at any time, and with or without notice, which may result in changes in the availability or quality of the Pre-Release Offerings. In addition, Chargebee may suspend access to the Pre-Release Offerings with or without notice, including if Chargebee reasonably believes that (a) suspending the Pre-Release Offerings is required by applicable Law; (b) continuing to provide the Pre-Release Offerings would place Chargebee in breach of any obligation Chargebee owes to a third party; or (c) Chargebee determines that continuing to provide the Pre-Release Offerings would give rise to an unacceptable security or privacy risk. Chargebee may also terminate access to the Pre-Release Offerings if Chargebee, in its sole discretion, stops offering the Pre-Release Offerings completely.

2.2.3 Fees. Chargebee may, at its discretion, provide Pre-Release Offerings free of charge. Chargebee may charge fees for Your use of Pre-Release Offerings at any time (a) upon 30 days' advance notice to You; or (b) after it is re-classified as generally available.

2.3 Representations and Warranties.

2.3.1 Chargebee warrants that the services will perform in all material respects in accordance with the Documentation provided to You.

2.3.2 Chargebee represents and warrants that it is duly incorporated and in good standing in the jurisdiction of its incorporation, that it has all necessary corporate authority to enter into and perform this Agreement, and that this Agreement will constitute a binding, enforceable contract.

3. YOUR RESPONSIBILITIES

3.1 Account Activities. You are solely responsible for: (i) Your Users’ and End-Customers’ access and use of the Services in compliance with this Agreement; (ii) providing Chargebee with and keeping current complete and accurate registration and Account information; (iii) maintaining the confidentiality of unique login information, credentials and passwords associated with Your Account, and the privacy and security of Your Account; (iv) all activities that occur within Your Account and notifying Chargebee immediately of any unauthorized access or use of Your Account, log-in information, credentials or passwords, or any unauthorized activity in Your Account; (v) ensuring that Your use of the Services to store, process and transmit Service Data is compliant with applicable laws and regulations, including Applicable Data Protection Laws; (vi) immediately ceasing use of the Services for a prohibited activity or purpose if Chargebee informs You that a specified activity or purpose is prohibited with respect to the Services; (vii) the accuracy, quality and legality of Service Data, the means by which You acquired Service Data, and Your use of Service Data with the Services or Third-Party Integrations; and (viii) determining whether the Services or the information generated thereby is accurate or sufficient for Your purposes. You must comply with all applicable laws and regulations with respect to Your activities while using the Services.

3.2 Your Conduct while using the Services. You agree, on behalf of Yourself and Your Users, not to: (i) use the Services or permit the Services to be used to perform any billing, processing of data, or any related services for any third party, or otherwise license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than Users and End-Customers in furtherance of Your internal business purposes as expressly permitted by this Agreement; (ii) use or permit the use of the Services or any software, hardware, application or process in a manner that interferes, disrupts, or otherwise breaches the security, integrity, policies or procedures of the Services, or any servers, systems or networks connected to the Services, or harasses or interferes with other Chargebee customers’ use and enjoyment of the Services; (iii) or attempt to decipher, decompile, reverse engineer, disassemble, reproduce, copy or otherwise access or discover or attempt to derive the source code or underlying program of any software making up the Services or gain unauthorized access to the Services or other Chargebee customers’ accounts, servers, systems or networks; (iv) falsely imply any sponsorship or association with Chargebee; (v) remove, modify, infringe upon, or misuse any trademarks, trade names, service marks, service names, logos or brands, copyright or other proprietary notices on the Services or the Documentation, or add any other markings or notices to the Services or the Documentation; (vi) use the Services to post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, discriminatory or promotes any financial exploitation or a criminal or illegal activity or depicts sexually explicit images; (vii) modify, port, adapt, translate or create any derivative work based upon the Services or the Documentation or use the Services to evaluate its functionality or performance for competitive purposes, including for developing any similar application, product or service; (viii) use the Services to store or transmit any “protected health information” as that term is defined in 45 C.F.R. 160.103 unless expressly agreed to otherwise in writing by Chargebee; (ix) use the Services to post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, worms or cancelbots or any other similar harmful software (“Malicious Software”); (x) use the Services for the purposes of cookie tracking, ad exchanges, ad networks, data brokerages, pyramid schemes, or sending electronic communications (including unsolicited e-mails) in violation of applicable law; (xi) use or attempt to use the Services in a manner that is unlawful, fraudulent, or in violation of applicable laws and regulations, or in violation of third-party rights, this Agreement, the Documentation or API policies; or (xii) access or use the Services if You are a competitor of Chargebee.

3.3 Unauthorized Activity. In the event of a breach of this Section 3, including any suspected unauthorized activity on Your Account, Chargebee may immediately suspend Your access to the Services upon notice if Chargebee reasonably determines that a breach of this clause has occurred that threatens the security, integrity, or continued operation of the Services. Chargebee will work with You in good faith to resolve the underlying issue and restore the Services promptly. You agree to cooperate with Chargebee in any investigation into any such unauthorized activity and where the breach remains uncured post a mutually agreed cure period, Chargebee reserves the right to terminate the Subscription and/or this Agreement with immediate effect.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 All right, title and interest in and to all of Chargebee’s patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and other intellectual property and/or proprietary rights in or related to the Services, including the Websites and Documentation, and any part of it (collectively, the “Chargebee Intellectual Property Rights”), are owned or licensed by and shall remain exclusively with Chargebee and/or the Sub-Processors. Subject to the limited rights expressly granted by Chargebee to You in Section 2 of this Agreement, You do not have any right, title to or interest in the Chargebee Intellectual Property Rights.

4.2 All rights, title and interests in and to all of Your patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and other intellectual property and/or proprietary rights in or related to Your Content, are owned or licensed by and shall remain exclusively with You.

4.3 You hereby grant to Chargebee (i) a limited license to process and disclose Service Data for the purposes of and as permitted under this Agreement; (ii) a fully paid-up, royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to request and incorporate any feedback, suggestions, recommendations, enhancement requests about the Services that You may provide Chargebee; and (iii) a fully paid-up, royalty-free, worldwide, transferable license to use Your name and logo to identify You as a Chargebee customer on the Websites or in other sales or marketing materials, provided that Chargebee will not issue any press release without Your prior consent. ​​

4.4 If Chargebee reasonably believes that Your use of the Services is likely to be enjoined, or if the Services are held to infringe a valid United States patent, copyright or trademark and all use of such Services by You are thereby enjoined, Chargebee shall, at its expense and sole option, (i) procure for You the right to continue using the Services as set forth hereunder, (ii) replace the Services with other non-infringing services or software of substantially equivalent functionality or (iii) modify the Services so that there is no infringement, provided that such modified services or software provides substantially equivalent functionality. If, in Chargebee’s reasonable opinion, the remedies above are infeasible or commercially impracticable, either Party may terminate this Agreement upon written notice to the other Party. This Section 4.4 sets forth Your sole and exclusive remedy and Chargebee’s sole, exclusive and entire obligation and liability with respect to Chargebee’s Intellectual Property Rights.

5. SUB-PROCESSORS, THIRD-PARTY INTEGRATIONS & CONTENT

5.1 Sub-Processors. Chargebee may engage certain third parties to assist in the provision of Services (each a “Sub-Processor”), whose products or services form an integral part of the Services that Chargebee provides. The products and services provided by the Sub-Processors do not include any of the Third-Party Integrations (as defined below).

5.2 Third-Party Integrations and Third-Party Content. You may at Your own choice, (a) integrate with the Services, certain third-party integrations, products and services (“Third-Party Integrations”); or (b) use links in the Services to third-party websites, resources or content (“Third-Party Content”), whereby each of such service or content is governed by the respective third-party’s terms and privacy policies. Chargebee does not warrant, endorse, or assume any liability or responsibility with respect to Third-Party Integrations or Third-Party Content, including Your enablement or use thereof, any sums due or transactions thereunder, or provision of any support. You agree to address any comments, queries, complaints or feedback about such Third-Party Integrations and Third-Party Content with the respective third-party provider. By enabling the Third-Party Integrations, You represent and warrant that Your use of any Third-Party Integration signifies Your independent consent to the access and use of Service Data by the Third-Party Integration provider, and that such consent, use, and access is outside of Chargebee’s control. Chargebee will not be responsible or liable for any disclosure, modification or deletion of Service Data resulting from any such access by a Third-Party Integration. Further, Chargebee shall not be liable for inadequacy of or irregularity in the Services caused by (i) any circumstance beyond Chargebee’s reasonable control, including failures in telecommunications, internet, internet service provider or hosting facilities, power shortages or acts undertaken by third parties, including without limitation, denial of service attacks; (ii) sub optimal functionality, availability or downtime of Your payment gateway and/or Third-Party Integration(s); or (iii) Your, Users’, or End-Customers’ use of the Services in an unauthorized, improper or unlawful manner, including any misuse or modification or damage of the Services caused by You, Users or End-Customers, or any breach of this Agreement by You or Users (collectively, “Third-Party Events”).

6. BILLING AND PAYMENTS

6.1 Subscription Fees, Payment, Taxes, and Refunds. You shall be charged the Subscription Fee based on the applicable Pricing Agreement. Unless otherwise specified in this Agreement or in a Pricing Agreement, the Subscription Fees are (i) payable and due in full immediately upon each due date with respect to a Subscription until Your Subscription is terminated in accordance with the Agreement; (ii) non-refundable; and (iii) exclusive of any taxes, levies, duties, fees or other amounts assessed or imposed by any government authority, for which You are solely responsible. You must notify Chargebee of any change in Your payment account information, either by updating Your Account or via e-mail to support@trainn.co.

6.2 Delayed Payments/Non-payment of Subscription Fees. Where Chargebee does not receive payment towards the Subscription Fees within the due date for a Subscription, You shall be notified of such non-payment. Chargebee must receive payments within a maximum of thirty (30) days from the date of Chargebee’s notice, failing which, in addition to Chargebee’s right to other remedies available under law, Chargebee may (i) charge an interest for late payment at 1.5% per month on the outstanding balance; (ii) suspend Your access to and use of the Services until Chargebee receives Your payment towards the outstanding Subscription Fees; and/or (iii) terminate the Subscription in accordance with the Agreement. In the event You in good faith dispute any charges invoiced by Chargebee, You shall promptly pay all undisputed charges by the due date and shall notify Chargebee in writing of any such disputed amounts within thirty (30) days of the due date, identifying in reasonable detail Your reasons for the dispute and the nature and amount of the dispute. All amounts not timely and appropriately disputed by the due date shall be deemed final and not subject to further dispute.

7. TERM, TERMINATION AND SUSPENSION

7.1 Term and Termination.

7.1.1 Term. Unless otherwise contained in the Pricing Agreement, a Subscription is valid for a period of twelve (12) months from the ‘Subscription Start Date’ set forth in a Pricing Agreement (“Initial Subscription Term”) and shall renew automatically for the same period as the current Term (“Renewal Subscription Term”) unless terminated by either Party in accordance with this Agreement. For the purposes of this Agreement, “Term” shall mean the Initial Subscription Term and any Renewal Subscription Term(s).

7.1.2 Non-Renewal. To discontinue renewal of or otherwise modify a Subscription, including to request a downgrade in Services or provide notice of an increase in Subscription Fees, either Party must notify the other Party in writing ninety (90) days prior to the expiration of the subsisting Term. For avoidance of doubt, such discontinuation or modification will not have any effect on the subsisting Term and the associated payment obligations.

7.1.3 Breach. Either Party may terminate the relevant Subscription(s) or the Agreement for the other Party’s material breach of this Agreement where such material breach has not been cured within thirty (30) days of notice by the aggrieved Party to the defaulting Party. Where the aggrieved Party reasonably believes a material breach cannot be cured, the Agreement may be terminated with immediate effect.

7.1.4 Insolvency. Notwithstanding anything contained herein, either Party may terminate this Agreement upon written notice if the other Party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such Party (except for involuntary bankruptcies which are dismissed within sixty (60) days), or has a receiver or trustee appointed for substantially all of Your property.

7.2 Effects of Termination or Expiration.

7.2.1 Upon any termination or expiration of a Subscription, all rights granted to You hereunder will immediately cease. Chargebee shall not be liable to You or any other third party for suspension or termination of Your Subscription if done in accordance with this Agreement. Unless otherwise agreed between the Parties, termination or expiration of this Agreement shall mean automatic termination of all Subscriptions associated with this Agreement. This Agreement shall automatically terminate when all associated Subscriptions expire or are terminated and Your payment obligations thereunder are fulfilled.

7.2.2 Data Export. Following termination or expiration of a Subscription, Chargebee will retain that Account’s Service Data for one hundred twenty (120) days from such date of termination or expiration (“Data Retention Period”). Upon the expiration of the Data Retention Period, Chargebee will no longer have an obligation to maintain or provide You, Users and End-Customers access to Service Data. Thereafter, unless required for compliance with applicable laws and regulations, or as necessary to protect, defend or establish Chargebee’s rights, or defend against potential claims, Chargebee reserves the right to destroy all Service Data in Chargebee’s possession in the normal course of Your operations. Notwithstanding the Data Retention Period, upon Your written request following the expiration or termination of a Subscription, Chargebee will destroy all Service Data in Chargebee’s possession; provided, however, that Chargebee may retain Service Data to the extent required for compliance with applicable laws and regulations, or as necessary to protect, defend or establish Chargebee’s rights, or defend against potential claims. You agrees that You are solely responsible for exporting Service Data prior to termination of a Subscription, and if You requires Chargebee’s assistance for exporting Service Data during the Data Retention Period, You may be required to pay a reasonable fee to Chargebee.

7.2.3 Subscription Fees. Unless waived by Chargebee in writing or where the total Subscription Fees have already been prepaid, if a Subscription is terminated by Chargebee in accordance with Section 7.1.3 of this Agreement, in addition to other amounts You may owe Chargebee, You must immediately pay all Subscription Fees to be paid to Chargebee for the remainder of the Term at the time of termination. Where You terminate a Subscription in accordance with Section 7.1.3 of this Agreement, You shall receive a refund of the unused Subscription Fees for Services not rendered from the date of such termination.

8. CONFIDENTIALITY

8.1 The Parties acknowledge that, in the course of their dealings hereunder, each Party (“Receiving Party”) may receive or otherwise become familiar with information about the other Party (“Disclosing Party”) that is marked or identified as confidential or that reasonably should be understood to be confidential given the nature of the information and/or the circumstances of disclosure (the “Confidential Information”). Confidential Information does not include (a) information already public, (b) previously known by the Receiving Party, (c) obtained from a third party without breach, or (d) independently developed. The Receiving Party will protect Confidential Information from unauthorized access, use or disclosure in the same manner as it protects Your own confidential information, and in any event, no less than reasonable care.

8.2 Except as otherwise expressly permitted pursuant to this Agreement, the Receiving Party may use Confidential Information solely to exercise Your respective rights and perform Your respective obligations under this Agreement and shall disclose such Confidential Information solely to those of Your respective Affiliates, employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information. For purposes of this Agreement, Your Confidential Information includes Service Data, and Chargebee’s Confidential Information includes the Services, Documentation, and the contents of this Agreement and Pricing Agreement(s).

8.3 The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law or a court or other judicial or administrative body. The Receiving Party shall make reasonable efforts to notify the Disclosing Party of such compelled disclosure in writing (to the extent legally permitted). The Receiving Party will take reasonable measures to protect the Confidential Information from undue disclosure as if it were the Receiving Party’s own confidential information being requested.

8.4 Subject to the terms of this Agreement, the Receiving Party will return to the Disclosing Party all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon termination of the relevant Subscription(s) and/or the Agreement.

8.5 All confidentiality obligations shall remain in force and effect for the Term plus three (3) years. The provisions of this Section 8 shall supersede any non-disclosure agreement between the Parties entered prior to this Agreement that would purport to address the confidentiality of Confidential Information and such agreement shall have no further force or effect with respect to Confidential Information.

9. DATA SECURITY AND PRIVACY

9.1 Security of Service Data. Chargebee uses appropriate technical and organizational measures to protect the Service Data. The measures used are designed to provide a level of security appropriate to the risk of processing of the Service Data.

9.2 Data Privacy.

9.2.1 You understand that Chargebee, its Affiliates, and its Sub-Processors and service providers shall process Service Data (a) in accordance with this Agreement, Applicable Data Protection Laws, Privacy Notice (to the extent applicable), the Data Processing Addendum and any other agreement or addendum executed by the Parties relating thereto; (b) as otherwise authorized by You; and (c) as required for compliance with applicable law. You acknowledge and agree that Chargebee, its Affiliates, and its Sub-Processors and service providers may also process information about You, Your Subscription and Account, Users and End-Customers, including Service Data, to (i) provide and maintain the Services, and perform its obligations under this Agreement, including, without limitation, to assist with data migration, to respond to Your support and service requests, and to ensure the availability, integrity, and security of the Services; (ii) improve and enhance the quality, performance, and functionality of the Services as well as develop and demonstrate new features, products, and services to You; and (iii) comply with the law or respond to lawful requests or legal process, including acting on a good faith belief that such disclosure is necessary to avoid violation of applicable law or regulation. Chargebee does not use Your Content to train the underlying artificial intelligence models.

9.2.2 You represent and warrant that You have the necessary consents, permissions, authorizations and right to allow Chargebee to process and transfer Service Data in accordance with this Agreement and any other agreement or addendum executed by the Parties, including processing and transfer of Service Data in and to United States and other countries which may have different privacy laws from Your country of residence or establishment. You understand that it shall be Your responsibility to inform the Users and End-Customers (including on Chargebee’s behalf, as applicable) about the processing of their Personal Data in accordance with this Agreement and any other agreement or addendum executed by the Parties, and, where required, obtain necessary consent or authorization for Your or Chargebee’s use of any Personal Data that You provide Chargebee or is collected as part of Your use of the Services. Unless Chargebee explicitly agrees otherwise in writing (e.g. BAA), You shall not submit to or process any Sensitive Data using the Services. Chargebee will have no liability whatsoever for and in connection with any requirements applicable specifically to the Sensitive Data beyond the restrictions and commitments set forth in this Agreement, Data Processing Addendum and such other agreement executed by and between the Parties. As between the Parties, You shall be solely responsible for such additional or special requirements applicable to the Sensitive Data under relevant laws.

9.3 Aggregated Analytical Data. Chargebee, its Affiliates, and its service providers may aggregate and analyze technical and other data regarding Your use of the Services that is non-personally identifiable to a specific individual (“Aggregated Analytical Data”). Chargebee will not identify You as the source of any Aggregated Analytical Data. Chargebee, Your Affiliates, and the service providers they use shall process and enrich the Aggregated Analytical Data in its systems to (i) provide, support, improve, enhance and operate the Services and its availability; (ii) develop new features, products and services; (iii) compile statistical reports and record insights into usage patterns; and (iv) perform its obligations under this Agreement.

10. DISCLAIMER OF WARRANTIES

THE SERVICES AND ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND CHARGEBEE, ON BEHALF OF ITSELF, ITS AFFILIATES AND THE SUB-PROCESSORS, DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

YOU ACKNOWLEDGE THAT CHARGEBEE, ON BEHALF OF ITSELF, ITS AFFILIATES AND THE SUB-PROCESSORS, DOES NOT WARRANT THAT ACCESS TO THE SERVICES WHICH IS PROVIDED OVER INTERNET AND VARIOUS TELECOMMUNICATIONS NETWORKS, ALL OF WHICH ARE BEYOND CHARGEBEE’S CONTROL, WILL BE ERROR-FREE, UNINTERRUPTED, TIMELY, SECURE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, WILL MEET YOUR QUALITY AND PERFORMANCE REQUIREMENTS, OR WILL BE CORRECTED FOR ANY DEFECTS WITHIN A STIPULATED PERIOD. CHARGEBEE DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR THIRD-PARTY INTEGRATIONS (INCLUDING ANY PAYMENT GATEWAY SERVICE PROVIDER) OR THIRD-PARTY CONTENT. NOTWITHSTANDING ANY SECURITY OR OTHER MEASURE THAT MAY BE PROVIDED BY CHARGEBEE, YOU ASSUME THE ENTIRE RISK OF AND SHALL NOT HOLD CHARGEBEE RESPONSIBLE FOR ANY ALTERATION, COMPROMISE, CORRUPTION OR LOSS OF SERVICE DATA, EXCEPT TO THE EXTENT CAUSED BY CHARGEBEE’S WILLFUL BREACH OF THIS AGREEMENT. YOU FURTHER ACKNOWLEDGE AND AGREE THAT CHARGEBEE (I) IS NOT A BANK OR OTHER CHARTERED DEPOSITORY INSTITUTION; (II) WILL NOT HOLD ANY SUM OF AMOUNT FOR YOU AND/OR END-CUSTOMERS; AND (III) DOES NOT PROVIDE, AND IS NOT RESPONSIBLE FOR, ANY LEGAL OR ACCOUNTING ADVICE AS CHARGEBEE IS NOT A LAW FIRM OR AN ACCOUNTING FIRM. ACCORDINGLY, YOU AGREE THAT CHARGEBEE WILL NOT BE RESPONSIBLE FOR YOUR COMPLIANCE WITH ANY APPLICABLE LAWS OR ANY AMOUNTS RELATED TO ANY CREDIT CARD OR PAYMENT TRANSACTIONS.

11. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS OR SERVICE PROVIDERS (AND, WITH RESPECT TO CHARGEBEE, THE SUB-PROCESSORS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, COVER, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST GOODWILL, LOSS OF USE OR LOST CONTENT, IMPACT ON BUSINESS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY), HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, BREACH OF STATUTORY DUTY, NEGLIGENCE OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH PARTY, ITS RESPECTIVE AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS, AND SERVICE PROVIDERS (AND, WITH RESPECT TO CHARGEBEE, THE SUB-PROCESSORS) RELATING TO THE SERVICES, USE THEREOF AND THIS AGREEMENT SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE SUBSCRIPTION FEES PAID OR PAYABLE BY YOU IN THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, IN CONNECTION WITH THE SUBSCRIPTION TO WHICH THE CLAIM RELATES. FOR CLARITY, THE ABOVE LIMITATIONS SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS TO CHARGEBEE FOR THE SERVICES. NO CLAIM MAY BE PURSUED BY YOU MORE THAN ONE (1) YEAR AFTER THE FACTS GIVING RISE TO SUCH CLAIM HAVE ARISEN.

IN JURISDICTIONS WHICH DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, EACH PARTY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

THIS LIABILITY LIMITATION FORMS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL SURVIVE AND APPLY EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT DOES NOT FULLY COMPENSATE CUSTOMER FOR ANY LOSS OR IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

12. SURVIVAL

Sections 3 (Your Responsibilities), 4 (Intellectual Property Rights), 6 (Billing and Payments), 7 (Term, Termination and Suspension), 8 (Confidentiality), 9 (Data Security and Privacy), 10 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Survival), and 13 (Miscellaneous) of this Agreement and such other provisions that by their nature are intended to survive termination, shall survive any expiration or termination of this Agreement. Expiration and/or termination of this Agreement shall not limit either Party’s liability for obligations accrued as of or prior to such expiration or termination, as applicable or for any breach of this Agreement.

13. MISCELLANEOUS

13.1 Independent Contractor. Each Party is an independent contractor and nothing contained in this Agreement will be construed to create or imply a joint venture, mandate, partnership, principal-agent, or employment relationship between them. No Party will take any action or permit any action to be taken on its behalf that purports to be done in the name of or on behalf of the other, and neither Party will have any power or authority to bind the other.

13.2 Entire Agreement. This Agreement represents the entire understanding of the Parties with respect to the subject matter hereof and merges and supersedes any prior or contemporaneous understandings. This Agreement may not be modified by either Party except in writing signed by the Parties. In the event of a conflict between any Pricing Agreement and this Agreement, the Pricing Agreement shall prevail to the extent it is intended to. In the event of a conflict between this Agreement and an action taken by a User within the Account, the actions taken by the User within the Account shall prevail. This is to acknowledge that Users operate under the authority and control of You, and such actions reflect Your instructions and operational intent within the Account environment. Chargebee may amend this Agreement from time to time by posting the most current version on the Website, in which case the new Agreement will supersede prior versions. You are advised to check this Agreement periodically to take notice of changes as they will be binding on You. If an amendment materially affects Your rights, Chargebee will notify You (by, for example, sending a communication to the e-mail address associated with Your Account, or posting on Chargebee’s Website or as a notification inside the Services). Your continued use of the Services following the effective date of any such amendment may be relied upon by Chargebee as Your acceptance of any such amendment.

13.3 Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect.

13.4 Cumulative Rights, Construction, Waivers. The rights and remedies of the Parties under this Agreement are cumulative. No provision of this Agreement will be construed against any Party on the basis of that Party being the drafter. Unless stated otherwise, the word “including” means “including, without limitation.” The failure of either Party to enforce any provision of this Agreement will not constitute a waiver of that Party’s rights to subsequently enforce the provision.

13.5 Assignment. The Parties may not assign or transfer this Agreement, or any portion of it, to any third party unless the other Party expressly consents to such assignment in writing; provided, however, either Party may assign its rights and/or obligations under this Agreement to an Affiliate; and provided, however, either Party may assign or transfer this Agreement in whole pursuant to a merger, sale of all or substantially all of its assets or other business combination without the other Party’s prior written consent. All terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties hereto and each of their permitted transferees, successors and assigns. Subject to the foregoing, this Agreement will bind and benefit the Parties and their respective successors and permitted assigns.

13.6 Third Party Beneficiaries. Except as expressly provided in this Agreement, nothing in this Agreement, express or implied, is intended to confer upon any Party (other than the Parties hereto, their respective successors and permitted assigns and the Sub-Processors) any rights or obligations, to enforce this Agreement.

13.7 Governing Law; Venue. The laws of the state of Delaware, United States will govern this Agreement, without reference to its conflict of law principles to the contrary. The Parties agree that any legal action or proceeding to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator(s) shall be brought exclusively in the courts located in Sussex County, Delaware. Each Party waives any objection to that venue. This Agreement shall not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which are expressly excluded.

13.8 Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in the State of Delaware before one arbitrator. The arbitration shall be administered by the American Arbitration Association (AAA) pursuant to its Commercial Arbitration Rules. The arbitrator shall be selected by agreement of the Parties. If the Parties are unable to agree on an arbitrator within thirty (30) days of the initiation of the arbitration, one shall be appointed by the AAA. The arbitration shall be conducted in the English language. The arbitrator is empowered to grant whatever relief would be available in a court under law or in equity. The award of the arbitrator shall be final and binding on the Parties, and judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction as permitted in Section 13.7. The Parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. THE PARTIES HEREBY WAIVE ANY RIGHTS THAT THEY MAY HAVE TO TRIAL BY JURY. YOU AGREE THAT ANY PROCEEDINGS, INCLUDING ANY ARBITRATION, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION.

13.9 Export Controls and Sanctions Compliance.

13.9.1 You acknowledge and understand that the provision, use of, and access to the Services (including the software and other components) is subject to U.S. export control and economic sanctions laws and regulations, including without limitation, the Export Administration Regulations (“EAR”) administered by the Bureau of Industry and Security (“BIS”) of the U.S. Department of Commerce and economic sanctions administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of Treasury or such sanctions imposed and implemented where the Services are being used and/or accessed or where You and/or User is located, a resident or a national (collectively, “Sanctions and Export Control Laws”). Sanctions and Export Control Laws prohibit the use of the Services by any party, directly or indirectly, located in a country subject to comprehensive U.S. sanctions, including without limitation, Iran, Syria, North Korea, Cuba and Crimea and the Donbass regions of Ukraine (collectively, “Sanctioned Jurisdictions”).

13.9.2 You acknowledge and agree that any use or transfer contrary to the Sanctions and Export Control Laws is prohibited. You shall not conduct business with any company, individual, organization or country that is subject to trade sanctions, embargoes, or other restrictions under Sanctions and Export Control Laws, nor any entity that is involved in an end use prohibited under U.S. law, including but not limited to, chemical or biological weapons proliferation or nuclear or missile technology proliferation. You understand and acknowledge that Chargebee may share Service Data with certain service providers in order to comply with Sanctions and Export Control Laws, including for the purposes of sanctions screening and geo-blocking. The Parties shall cooperate with each other to provide all necessary information needed to facilitate full compliance with all applicable laws and regulations.

13.9.3 Further, You acknowledge that You are responsible for ensuring that the Services are used, accessed, and disclosed in compliance with all Sanctions and Export Control Laws. You certify that You and Your beneficial owners, principals, employees, and agents are not, and will not be, acting on behalf of (i) any person or entity who is located in a Sanctioned Jurisdiction, or uses the Services in a Sanctioned Jurisdiction, or is a national of a Sanctioned Jurisdiction; or (ii) an individual or entity on the Consolidated List of Persons, Groups, and Entities Subject to the U.S. Department of the Treasury's List of Specially Designated Nationals and Blocked Persons or Foreign Sanctions Evaders List, the U.S. Department of Commerce's Denied Persons List or Entity List, or any other sanctions or restricted persons lists maintained by applicable Sanctions and Export Control Laws; or (iii) the target or subject of any Sanctions and Export Control Laws. You further certify that You will not, directly or indirectly, export, re-export, transfer, or otherwise make available (a) the Services, or (b) any data, information, software programs, and/or materials resulting from the Services (or direct product thereof) to any person described in (i) through (iii) or to a Sanctioned Jurisdiction or otherwise in violation of, or for any purpose prohibited by, Sanctions and Export Control Laws.

13.9.4 Notwithstanding anything contained in this Agreement to the contrary, Chargebee, at Your sole discretion, may immediately terminate Your access and use of the Services without prior written notice or an opportunity to cure in the event of an actual or threatened breach of this Section 13.9.

13.9.5 U.S. Government Users. If You are the U.S. government (including any department or agency) or contracting on the U.S. government’s behalf, then the Services (including the software and other components) are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. government end users (i) only as Commercial Items and (ii) with only those rights as are granted to all other end users pursuant to this Agreement. All unpublished rights are reserved under the copyright laws of the United States. The contractor/manufacturer is Chargebee Inc., 909 Rose Avenue, Suite 950, North Bethesda, MD 20852, United States.

13.10 Force Majeure. If the performance of this Agreement or any obligation hereunder is prevented, restricted or interfered with by any act or condition whatsoever beyond the reasonable control of the affected Party, the Party so affected, upon giving prompt notice to the other Party, will be excused from such performance, except for the making of payments hereunder, to the extent of such prevention, restriction, or interference.

13.11 Anti-Corruption. Each Party agrees that it has neither been offered nor received any illegal or improper bribe, payment, kickback, gift, or thing of value from any of the other Party’s employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business in accordance with applicable policies and laws do not violate the above restriction. If a Party learns of any violation of the above restriction, it will use reasonable efforts to promptly notify the other Party.

13.12 Notices. All notices under this Agreement may be delivered in writing by an internationally recognized overnight courier or U.S. mail to the mailing address provided by such Party, or by electronic mail to the e-mail address provided by such Party. The contact information for a notice to Chargebee by courier or US mail is Chargebee Inc., 909 Rose Avenue, Suite 950, North Bethesda, MD 20852, United States with a CC to legal@chargebee.com or support@trainn.co. Such written notice will be deemed given upon personal delivery or email, or three (3) days after the date of mailing if sent by certified or registered mail, postage prepaid. Electronic mail or fax notices shall be deemed given the next business day following the date delivered.

13.13 Counterparts. This Agreement may be signed in counterparts, including via facsimile, pdf or other electronic transmission, and any such counterpart will be valid and effective for all purposes.