Cloud Terms

Bonterms Cloud Terms (Version 1.0) — adopted by Continuum API

These Cloud Terms govern Customer use of the Continuum API platform and are based on the Bonterms Cloud Terms v1.0 (CC BY 4.0). Provider is Signalpulse Technologies LLC, a Wyoming limited liability company. Governing law is Delaware, United States. Support is provided via support@continuumapi.com. The Attachments to this agreement include the Data Processing Addendum and AI Addendum.

1. The Agreement

These Bonterms Cloud Terms, together with any Order executed by the parties and any Attachments, form the entire agreement between Provider and Customer. Conflicts are governed by Section 22.5 (Order of Precedence). Capitalized terms are defined in context or Section 23 (Definitions).

2. Cloud Service

Subject to this Agreement, Customer may use the Cloud Service for its own business purposes during each Subscription Term. This includes rights to copy and use Provider Software (if any) and Documentation as part of Permitted Use. Customer must comply with the Documentation in using the Cloud Service.

3. Users

Customer may permit Users to use the Cloud Service on its behalf. Customer is responsible for provisioning and managing User accounts, for Users' actions through the Cloud Service, and for their compliance with this Agreement. Customer must ensure Users keep login credentials confidential and promptly notify Provider upon learning of any account or credential compromise.

4. Affiliates

Customer's Affiliates may serve as Users under this Agreement. Alternatively, Affiliates may enter into separate Orders as mutually agreed with Provider, creating a separate agreement between each Affiliate and Provider incorporating this Agreement with the Affiliate treated as "Customer".

5. Data

5.1 Use of Customer Data. Provider will access and use Customer Data solely to provide and maintain the Cloud Service, Support and Professional Services under this Agreement.

5.2 Security. Provider will implement and maintain appropriate technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of Customer Data. See the Security Exhibit for details.

5.3 DPA. The parties will adhere to the Data Processing Addendum.

5.4 Usage Data. Provider may collect Usage Data and use it to operate, improve and support the Cloud Service and for other lawful business purposes, including benchmarking and reports. Provider will not disclose Usage Data externally unless it is de-identified and aggregated.

6. Mutual Compliance with Laws

Each party will comply with all Laws that apply to its performance under this Agreement.

7. Support and SLA

7.1 Support. Provider will provide support consistent with industry standards via support@continuumapi.com.

7.2 SLA. Provider will use commercially reasonable efforts to make the Cloud Service available 99.9% of the time in each calendar month.

8. Warranties

8.1 Mutual Warranties. Each party represents and warrants that (a) it has the legal power and authority to enter into this Agreement, and (b) it will use industry-standard measures to avoid introducing Viruses into the Cloud Service.

8.2 Additional Provider Warranties. Provider warrants that (a) the Cloud Service will perform materially as described in the Documentation and Provider will not materially decrease the overall functionality of the Cloud Service during a Subscription Term, and (b) any Professional Services will be provided in a professional and workmanlike manner.

8.3 Warranty Remedy. Provider will use reasonable efforts to correct a verified breach of warranty reported by Customer. If Provider fails to do so within 30 days, either party may terminate the affected Order and Provider will refund any pre-paid, unused fees for the terminated portion.

8.4 Disclaimers. Except as expressly set out in this Agreement, each party disclaims all warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title and noninfringement.

9. Usage Rules

9.1 Compliance. Customer represents and warrants that it has all rights necessary to use Customer Data with the Cloud Service without violating third-party intellectual property, privacy or other rights.

9.2 High Risk Activities & Sensitive Data. Customer will not use the Cloud Service for High Risk Activities or submit Sensitive Data (health information, financial account numbers, government IDs, GDPR Article 9 special categories) to the Cloud Service.

9.3 Restrictions. Customer will not and will not permit anyone else to: (a) sell, sublicense or rent the Cloud Service, (b) reverse engineer or decompile the Cloud Service, (c) copy, modify or create derivative works of the Cloud Service, (d) conduct security tests that interfere with operation, or (e) use the Cloud Service to develop a competing product.

10. Third-Party Platforms

Customer's use of Third-Party Platforms is governed by the relevant provider's agreement, not this Agreement. Provider is not responsible for Third-Party Platforms or how their providers use Customer Data.

11. Professional Services

Provider will perform Professional Services as described in an Order or Statement of Work. Customer will give Provider timely access to Customer Materials reasonably needed for Professional Services.

12. Fees

12.1 Payment. Customer will pay fees as described in the Order within 30 days after the invoice date. Late payments are subject to a charge of 1.5% per month. All fees are non-refundable except as expressly set out in this Agreement.

12.2 Taxes. Customer is responsible for all applicable sales, use, GST, VAT, withholding or similar taxes on its Orders, other than Provider's income tax.

12.3 Payment Disputes. If Customer disputes an invoice in good faith, it will notify Provider within the Payment Period. Undisputed amounts remain due; disputes are resolved over a 15-day discussion period.

13. Suspension

Provider may suspend Customer's access upon a Suspension Event (account 30+ days overdue, breach of Section 9, or use that risks material harm), providing prior notice where practicable. Access will be restored promptly once the event is resolved.

14. Term and Termination

14.1 Subscription Terms. Each Subscription Term lasts for an initial 12-month period (or as stated in the Order) and renews automatically unless either party provides 30 days' non-renewal notice.

14.3 Termination. Either party may terminate if the other (a) fails to cure a material breach within 30 days of notice, (b) ceases operation without a successor, or (c) seeks bankruptcy protection not dismissed within 60 days.

14.4 Data Export & Deletion. During the Subscription Term, Customer may export Customer Data as described in the Documentation. After termination, Provider will delete Customer Data within 60 days of request.

15. Intellectual Property

Neither party grants the other any rights not expressly set out in this Agreement. As between the parties, Customer retains all rights in Customer Data; Provider and its licensors retain all rights in the Cloud Service and related technology.

16. Limitations of Liability

16.1 General Cap. Each party's entire liability arising out of or related to this Agreement will not exceed the amounts paid or payable by Customer to Provider in the 12 months preceding the first incident giving rise to liability.

16.2 Consequential Damages Waiver. Neither party will have any liability for indirect, special, incidental, reliance or consequential damages or damages for loss of use, lost profits or interruption of business, even if informed of their possibility in advance.

16.3 Enhanced Cap. For Provider's breach of Section 5.2 (Security) or either party's breach of Section 5.3 (DPA), liability is capped at three times (3x) the General Cap. Indemnification obligations, IP infringement, confidentiality breaches, and liabilities that cannot be limited by law are uncapped.

17. Indemnification

Provider will defend and indemnify Customer against third-party claims that the Cloud Service, when used as authorized, infringes a third party's intellectual property rights. Customer will defend and indemnify Provider against claims arising from Customer's breach of Section 9.1 or 9.2. Standard indemnification procedures (prompt notice, control, cooperation) apply.

18. Confidentiality

Each party will use the other's Confidential Information only to perform under this Agreement, not disclose it to third parties without prior approval, and protect it using at least the same precautions used for its own similar information and no less than a reasonable standard of care.

19. Required Disclosures

A party may disclose Confidential Information to the extent required by Laws. If permitted, the recipient will give the discloser reasonable advance notice and reasonably cooperate to obtain confidential treatment.

21. Trials and Betas

Trials and Betas are permitted for internal evaluation only during the designated period. Either party may terminate at any time. Provider offers no warranty, indemnity, SLA or Support for Trials and Betas, and its liability is capped at US$1,000.

22. General Terms

22.1 Assignment. Neither party may assign this Agreement without prior consent, except in connection with a merger, acquisition or transfer of all or substantially all assets or voting securities.

22.2 Governing Law. Delaware law governs this Agreement. Disputes are adjudicated in Delaware courts.

22.5 Order of Precedence. Additional Terms, then Attachments, then these Cloud Terms in case of conflict.

22.6 Amendments. Any amendments must be in writing and signed by each party's authorized representative.

22.9 Force Majeure. Neither party is liable for delay or failure due to events beyond reasonable control. If a Force Majeure materially impacts the Cloud Service for 15+ consecutive days, either party may terminate the affected Order and Provider will refund unused pre-paid fees.

22.10 Subcontractors. Provider may use subcontractors listed at /legal/subprocessors. Provider remains responsible for their compliance.

22.11 Independent Contractors. The parties are independent contractors.