Terms of Service

Effective: 14 January 2025

TERMS AND CONDITIONS

These terms and conditions (“Terms”) govern Customer’s use of the Services pursuant to an Order Form, and the relationship between the Parties. 

1. DEFINITIONS.

   • 1.1 In these Terms, the following terms have the following meanings:

     “Affiliate” means any entity controlled by, controlling, or under common control with a Party.

     “Applicable Law” means all applicable laws, rules, regulations, and ordinances, including without limitation those of privacy and data security.

     “Communications Platform” means the Third Party Service Provider that Customer utilizes to integrate with the Incident.io Platform to assist in managing Incidents.

     “Confidential Information” means any proprietary and/or confidential information of the Discloser that is either marked as confidential and/or proprietary or where Recipient, given the nature of the information and the circumstances of the disclosure, should reasonably understand the information to be confidential and/or proprietary.

     “Content” means images, videos, audio, data, animations, text, and any other information or content provided or otherwise made available by incident.io through the Services, including in response to queries made through the Platform by Customer, as well as any usage statistics or other data collected through the Services regarding Customer and/or Users’ use of the Services. Content does not include User Content.

     “Customer” means the customer specified in, or agreeing to, the Order Form.

     “Data Processing Addendum” means the agreement between incident.io and Customer for the processing of personal data (as such terms are defined and/or generally understood under Applicable Law). 

     “Discloser” means the Party disclosing Confidential Information to the Recipient.

     “Effective Date” means the earlier of the date of the Order Form or the date in which Customer first accesses the Services.

     “Force Majeure Event” means circumstances beyond a Party’s reasonable control, including without limitation acts of God, fire, terrorism, failure of third party networks or the public internet, power outages, or governmental demands or restrictions. 

     “Incident” means the occurrence of an event(s), whether actual or suspected, or simulated for testing/training purposes, impacting the operation or use by Customer and/or its own customers, users or other third parties of Customer’s products, services, equipment, systems, hardware, software, and other technologies that (a) Customer manages and/or responds to using the Platform through Incident Management; or (b) Require internal management and response, coordinated through On-Call.

     “Incident.io Platform” means incident.io’s proprietary software-as-a-service technology for managing and responding to Incidents, made available to Users via the internet through a Communications Platform.

     “Incident Management” means incident.io’s Platform use case that allows Responders to manage and respond to Incidents.

     “Ingestion” means the ability for incident.io to receive an alert from an external system owned and managed by Customer.

     “Initial Subscription Term” has the meaning given to it in the Order Form.

     “Initial Subscription Term Start Date” has the meaning given to it in the Order Form.

     “Intellectual Property Rights” means any current and future intellectual property rights, including: (a) copyrights, trademarks, trade names, domain names, rights in logos and get-up, inventions, confidential information, trade secrets and know-how including commercial know-how, design rights, patents, utility models, semi-conductor topographies, all rights of whatsoever nature in computer software and data, rights in databases, privacy rights; (b) all intangible rights and privileges of a nature similar, analogous or allied to any of rights listed in (a); and (c) in every case in any part of the world and whether or not registered, including in relation to any of rights listed in (a) and (b): (i) all granted registrations and all applications for registration; (ii) all renewals, reversions or extensions; (iii) the right to sue for damages for past infringement; and (iv) all forms of protection of a similar nature which may subsist anywhere in the world..

     “Losses” means all losses, liabilities, damages, costs, claims and expenses (including reasonable attorneys’ fees).

     “Malicious Code” means unwanted computer or software files or programs that can cause harm or adversely affect a user experience, including without limitation viruses, worms, and Trojan horses.
     “Maximum Number of On-Call Responders” means maximum number of On-Call Responder licenses that may be allocated to Users, as specified in the Order Form. Maximum Number of On-Call Responders is a subset of Maximum Number of Responders.

     “Maximum Number of Responders” means the maximum number of Responder licenses that may be allocated to Users, as specified in the Order Form.

     “Microsoft Teams” means the software-as-a-service technology owned, operated, and provided by Microsoft and its affiliates and subsidiaries. Microsoft Teams is a Communications Platform.

     “Notification” means the ability for incident.io to notify On-Call Responders of an Incident via On-Call. Notifications may be in the form of SMS messages, push notifications, email and/or phone calls.

     “Order Form” means the printed or electronic ordering document executed by the Parties, or click-through agreement accepted by Customer, with respect to Customer’s purchase, access, and use of the Services, as amended or replaced from time to time by the Parties in accordance with these Terms. Order Form also includes any click-through agreement giving Customer access to the Services for a Trial Period.

     “On-Call” means incident.io’s on-call service Platform use case that allows On-Call Responders to sign up for, and receive, Notifications when an Incident has been reported. Such Notifications may include, without limitation, requests for actions to be taken by the On-Call Responder and/or status updates regarding the Incident.

     “On-Call Responder” means a Responder User who has been granted status to access and use On-Call.

     “Overages” means the fees specified in the Order Form that may be charged by incident.io to Customer for each Responder in excess of the applicable Maximum Number of Responder.

     “Party” means either Customer or incident.io.

     “Parties” means collectively, Customer and incident.io.

     “Platform Services” means the provision to Customer of access to the Platform and Content for use by Customer in accordance with the provisions of these Terms.

     “Recipient” means the Party receiving Confidential Information from the Discloser.

     “Renewal Subscription Term” has the meaning given to it in the Order Form.

     “Responder” means a User: (a) with administrative access to Customer’s incident.io account, and/or (b) who takes any actions within the Incident.io Platform other than Viewer Actions.

     “Service Level Agreement” or “SLA” means incident.io’s service level agreement outlined in the Order Form, which detail the Support Services that may be available to Customer in accordance with Section 3.3.

     “Services” means collectively, the Incident.io Platform Services and the Support Services.

     “Slack” means the software-as-a-service technology owned, operated, and provided by Slack Technologies, LLC and its affiliates and subsidiaries.  Slack is a communications Platform.

     “Subscription Fees” means the fees specified in the Order Form, as updated from time to time in accordance with the provisions of these Terms.

     “Subscription Plan” means the subscription plan selected by the Customer, as set out in the Order Form.

     “Subscription Term” has the meaning given to it in Section 2.2.

     “Support Services” means the remote support services that may be provided by incident.io to Customer, in accordance with, and subject to, Section 3.3. Details of Support Services are included in the SLA.

     “Telecommunications Provider” means a third-party provider used to send Notifications to an On-Call Responder.

     “Telephone Number” means an On-Call Responder’s telephone number provided to incident.io through On-Call for purposes of receiving Notifications.

     “Term” has the meaning given to it in Section 8.1.

     “Third Party Service Provider” means any third party entity that is not a Customer Affiliate, with whom Customer engages for any services that may, directly or indirectly, impact either incident.io’s ability to provide the Services to Customer or Customer’s ability to receive, use, and access the Services. For clarity, Slack and Microsoft Teams are each a Third Party Service Provider. 

     “Trial Term” Means the limited period that may be provided to Customer during which Customer may use the Services at no cost.

     “User” means an employee, agent, or contractor of Customer who is authorized by Customer to access and use the Services. For clarity, User means a single individual, and not multiple individuals or groups of individuals. A User may be either a Viewer or a Responder.

     “User Content” means any information and/or content shared by a User or Customer through the Platform or provided by a User or Customer to incident.io through the incident.io Platform.

     “Viewer” means a User who only takes Viewer Actions and does not have administrative access to Customer’s incident.io account.

     “Viewer Actions” means one or more of the following: (a) viewing incident.io-created channels within Customer’s Communications Platform, (b) declaring Incidents via the Incident.io Platform, and/or (c) contributing information and details via incident.io-created channels within Customer’s Communications Platform regarding an Incident for the purposes of Incident Management.

   • 1.2. In these Terms:

     • 1.2.1. clause headings are for ease of reference only and do not affect construction;

     • 1.2.2. references to the word “include” or “including” (or any similar term) are not to be construed as implying any limitation; and

     • 1.2.3. references to statutory provisions or enactments shall include references to any amendment, modification, extension, consolidation, replacement or re-enactment of any such provision or enactment.

2. SERVICES; SCOPE; OWNERSHIP AND LICENSE GRANT; FEEDBACK; RESTRICTIONS.

   • 2.1. Subject to Customer’s compliance with the provisions of these Terms, Incident.io will provide Customer with the Services in accordance with Customer’s Subscription Plan.

   • 2.2. The Order Form sets forth the scope of the Services to be provided to Customer, the Maximum Number of Responders (and, as applicable Maximum Number of On-Call Responders), the associated Subscription Fees, the Initial Subscription Term Start Date and initial term of the subscription (“Initial Subscription Term”). Unless otherwise stated in the Order Form, the Initial Subscription Term will automatically renew for successive periods of the same length as the Initial Subscription Term (each a “Renewal Subscription Term” and, together with the Initial Subscription Term, and, if applicable, the Trial Term, the “Subscription Term”) unless either Party provides written notice of non-renewal to the other Party as described in the Order Form. Notwithstanding anything to the contrary unless otherwise agreed to by incident.io in writing, a Trial Term is limited to a fourteen (14) day period of access to the Services, and automatically expires at the end of such fourteen (14) day period.

   • 2.3. Customer acknowledges and agrees that the Platform Services are integrated with Customer’s Communications Platform as an application; therefore, in order to access and receive the Services Customer and each authorized User may be required to register for an incident.io account and access the incident.io account and the incident.io Platform via their Communications Platform accounts.

   • 2.4. All account information provided by Customer and its Users to incident.io must be accurate and kept up to date. Customer is responsible for maintaining the confidentiality of its incident.io account credentials and those of each of its authorized Users. User account credentials may only be used by a single individual and may not be shared. Incident.io shall have no liability to Customer arising out of any failure by Customer or its Users to keep account credentials secure and confidential.

   • 2.5. As between incident.io and Customer, incident.io owns all Intellectual Property Rights in and to the Platform, the Content and the Services. Incident.io grants Customer a limited, non-exclusive, worldwide right and license to access and use the Platform, Content and the Services during the Subscription Term for responding to, and managing, Incidents as permitted in these Terms. Any rights not granted to Customer herein are expressly reserved by incident.io.

   • 2.6. As between incident.io and Customer, Customer owns all Intellectual Property Rights in and to the User Content. Customer grants incident.io a limited, non-exclusive, worldwide right and license to access and use the User Content during the Term solely as necessary to provide the Services to Customer. Notwithstanding the foregoing, Customer grants incident.io a perpetual, irrevocable, worldwide, fully paid up right and license to convert User Content into an aggregated and de-identified format and use it for any lawful purposes.

   • 2.7. Incident.io reserves the right to modify the Platform, the Content and the Services, in whole or in part, at any time provided that such modification does not materially adversely affect the Services or Customer’s use thereof. 

   • 2.8. In the event Customer or any user provides any suggestions or feedback relating to the Platform, the Content and the Services (“Feedback”), Customer grants incident.io a perpetual, irrevocable, fully paid up, royalty-free, worldwide right and license to use Feedback for any lawful purposes without attribution to Customer or the applicable User. For clarity, Customer and Users have no obligation to provide Feedback, and incident.io has no obligation to make use of any Feedback provided to it. 

   • 2.9. Customer shall not, and shall ensure its Users do not: (a) except to the extent expressly permitted by applicable law reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Incident.io Platform; (b) modify, translate, or create derivative works based on the Platform; (c) remove any proprietary markings on the Incident.io Platform or the Content; (d) use the Services for the benefit of any third parties; (e) use the Services in violation of any Applicable Laws; or (f) access, use or view the Services for the purpose of creating a product or service that is competitive with the Services ((a)-(f) herein, collectively, the “Restrictions”).

3. USERS; CHANGES TO USERS; RESPONSIBILITIES.

   • 3.1. Users consist of both Viewers and Responders. All Users are Viewers until they take any actions other than Viewer Actions, at which time they automatically convert into a Responder. The following is a non-exhaustive list of actions that a User may take that will cause a Viewer to convert to a Responder, all of which are further detailed in materials provided by incident.io to Customer: changing the status, severity, or custom field values; posting an Incident update; assigning, or being assigned, a specific role for a given Incident; creating, assigning, or being assigned a specific action for a given Incident; pinning a Communications Platform message to the Incident timeline; escalating Incidents by pulling in other team members; posting a statuspage update regarding an Incident; or revoking a User’s access to an Incident. 

     • 3.1.1. With respect to On-Call, Users with administrator roles will have the ability to allocate On-Call Responder licenses among Users. For clarity, no actions taken by individual Users will change their status to On-Call Responder without an administrator affirmatively granting them this status. If Customer purchases both On-Call and Incident Management, in addition to On-Call functionality, On-Call Responder licenses will have access to On-Call functionality only, unless they are assigned associated Responder licenses which grant additional access to Incident Management.

   • 3.2. The Incident.io Platform displays in real-time the total number of Responders. Once a Viewer converts to a Responder, that User: (a) counts towards the Maximum Number of Responders specified in the Order Form, and (b) will remain a Responder for the duration of the Subscription Term unless a User with administrative rights changes a Responder to a Viewer within the Incident.io Platform.

   • 3.3. Subject to Customer’s compliance with the provisions of these Terms, if the applicable Order Form indicates that Support Services are included, incident.io shall provide the Support Services in accordance with the SLA. Upgraded support beyond what is included in the SLA may be purchased by Customer, subject to additional charges and a separate written agreement between the Parties.

   • 3.4. Subject to Applicable Law, as between Customer and incident.io, with respect to the Services, Customer remains fully and solely responsible for Third Party Service Providers. Specifically, Customer acknowledges and agrees that Communications Platforms are neither owned nor controlled by incident.io, and therefore incident.io has no control, responsibility, liability, or obligations with respect to the Communications Platforms.

   • 3.5. Customer shall: (a) provide incident.io with all necessary cooperation and access reasonably requested by incident.io, including without limitation details pertaining to Customer’s Communications Platform account, authorization for incident.io to communicate with Customer’s Communications Platform on Customer’s behalf, and access to Customer’s Customers’ Communications Platform workspace; and (b) be responsible for the acts and omissions of its Users with respect to the Services, including without limitation its Users’ compliance with these Terms.

   • 3.6. With respect to On-Call, Customer is responsible for ensuring that: (a) On-Call Responders are aware of On-Call and that by submitting Telephone Numbers, On-Call Responders may receive Notifications; and (b) it has configured its On-Call account correctly and entered complete and accurate Notification information (e.g. telephone number). It is Customer’s responsibility to update and maintain such information within its On-Call account.

4. CONTENT AND USER CONTENT.

   • 4.1. incident.io will follow its standard archiving procedures for User Content. In the event of any loss or damage to the User Content, Customer’s sole and exclusive remedy, and incident.io’s sole liability, shall be for incident.io to use commercially reasonable efforts to restore the lost or damaged User Content from the latest back-up maintained by incident.io. Notwithstanding the foregoing, incident.io shall not be responsible for any loss, destruction, alteration or disclosure of User Content caused by any third party. 

   • 4.2. Customer acknowledges that where the provision of Content by incident.io relies on third party consent, in the event such third party withdraws its consent incident.io reserves the right to: (a) remove or restrict access to such Content at any time; and/or (b) require that Customer deletes or returns to incident.io the Content or destroys any physical copies of the Content.

   • 4.3. Incident.io reserves the right to review, monitor, remove, and/or delete User Content (though it is not obligated to do so) in the event incident.io reasonably determines that such Content violates these Terms or Applicable Law, incident.io receives a complaint regarding the User Content, or incident.io determines that the User Content otherwise causes or may cause risk or harm to incident.io, its business or services, or to other customers of incident.io. Additionally, incident.io may report to relevant law enforcement authorities any User Content that incident.io deems, in its reasonable discretion, violates Applicable Law.

5. SUBSCRIPTION FEES AND PAYMENT.

   • 5.1. Unless otherwise stated in the applicable Order Form, incident.io will invoice Customer for the Subscription Fees annually in advance beginning on the start of the next Renewal Subscription Term. If Customer has a good faith dispute over the Subscription Fees, it must notify incident.io in writing within fifteen (15) days of receipt of invoice and pay all undisputed Subscription Fees. All Subscription Fees not subject to a good faith dispute are due within thirty (30) days of Customer’s receipt of invoice. If Customer provides credit or debit card information to incident.io, then Customer authorizes incident.io to charge such credit or debit card for the Subscription Fees on the start of the Initial Subscription Term and each Renewal Subscription Term, if any.

   • 5.2. If the total number of Responders or On-Call Responders) exceeds the Maximum Number of Responders (or Maximum Number of On-Call Responders) exceeded during the then-current Order Form term, incident.io reserves the right to invoice Customer for, and Customer agrees to pay, the Overages associated with such additional Responders. Overages will be prorated based on the number of days remaining in the then-current month, and the number of months remaining in the the-current Order Form term, as of the date the applicable Viewer became a Responder. If, subsequent to Customer paying the Overages invoice, the Responder is converted back to a Viewer in accordance with Section 3.2, incident.io will deduct a pro-rata amount reflecting the period of time during which the User was reinstated as a Viewer when it submits its invoice for the next Renewal Subscription Term. (For example, if a Viewer becomes a Responder (in excess of the Maximum Number of Responders, or as applicable, the Maximum Number of On-Call Responders) at the beginning of the fourth month of the then-current Order Form term, incident.io may invoice Customer for eight (8) months of Overages but, if the Responder is reinstated as a Viewer two months before the end of the then-current Order Form term, incident.io will deduct two months of Overages from its next invoice). However, if these Terms are not renewed, expires or is terminated and no further invoice is therefore submitted, no refund or other payment in lieu of such deduction will be due or made in place of such deduction.

   • 5.3. Subscription Fees are exclusive of any applicable sales, use, or excise taxes (“Taxes”), except for taxes on incident.io’s net income. Customer remains liable for the payment of all Taxes. Incident.io may add Taxes, based on the billing information provided by Customer, to the applicable invoice. If incident.io collects Taxes from Customer, it will promptly remit Taxes to the applicable taxing authority. If Customer is subject to any withholding taxes, it shall gross up payment to incident.io such that incident.io receives the full amount of the Subscription Fees listed in the applicable invoice.

   • 5.4. In the event any Subscription Fees are more than five (5) days overdue, incident.io may, upon at least five (5) business days prior written notice: (a) charge interest on late Subscription Fees at the rate of one-and-one-half percent (1.5%) or the maximum extent permitted by Applicable Law, whichever is lower; and/or (b) suspend Customer’s access to the Incident.io Platform and/or the Services generally and only reinstate such access upon receipt of all Subscription Fees.

   • 5.5. The Subscription Fees to be charged for any Renewal Subscription Term may be increased upon at least sixty (60) days prior written notice to Customer and will only take effect at the start of such Renewal Subscription Term.

6. INDEMNIFICATION.

   • 6.1. In the event that a third party claims, or in incident.io’s reasonable opinion is likely to claim that the Platform, the Content and/or the Services infringe third party Intellectual Property Rights, incident.io may do one of the following in its sole discretion: (a) procure for Customer the right to continue using the Services; (b) modify or replace the Services such that they are non-infringing but functionally equivalent; or (c) terminate these Terms and provide to Customer a pro-rata refund of any prepaid but unused Subscription Fees as of the termination date. Incident.io hereby indemnifies and agrees to keep Customer indemnified in respect of any and all Losses arising out of or relating to any third party claims alleging that the Platform, the Content and/or the Services, when used as permitted hereunder, infringe, misappropriate, or otherwise violate any third party Intellectual Property Rights. incident.io shall have no indemnification obligation to the extent the claim: (i) arises out of infringing material provided by Customer, including without limitation the User Content; (ii) Customer’s use of the Services other than in accordance with the documentation or other materials relating to use of the Platform made available or provided to Customer by incident.io from time to time and/or as permitted hereunder; or (iii) modifications made to the Services other than by, or at the direction of, incident.io. The foregoing states Customer’s exclusive remedy and incident.io’s sole liability with respect to a claim described herein.

   • 6.2. Customer hereby indemnifies and agrees to keep incident.io indemnified in respect of any and all Losses arising out of or relating to any third party claims: (a) alleging that the User Content, when used by incident.io as permitted hereunder, infringes, misappropriates, or otherwise violates any third party Intellectual Property Rights; (b) related to Customer’s Communications Platform accounts; and (c) brought against incident.io or its affiliates in relation to Customer’s use of the Incident.io Platform, the Content and/or the Services in breach of these Terms.

   • 6.3. The indemnification obligations contained in this Section are conditioned upon: (a) the Party seeking indemnity (“Indemnified Party”) providing prompt written notice of the claim to the Party from whom indemnity is sought (“Indemnifying Party”); (b) the Indemnified Party granting the Indemnifying Party sole control of the defence (including selection of counsel) and settlement of the claim; provided that the Indemnifying Party shall not settle any claim that constitutes an admission or otherwise imposes liability on the Indemnified Party without the Indemnified Party’s prior written consent, such consent not to be unreasonable withheld; and (c) the Indemnified Party’s reasonable cooperation with the Indemnifying Party, at Indemnifying Party’s request and expense. The Indemnified Party may participate in the defence of the claim at its own cost.

7. REPRESENTATIONS AND WARRANTIES.

   • 7.1. Each Party represents and warrants to the other Party that: (a) it is a valid business authorized to enter into these Terms; (b) it is not a party to any other agreement that conflicts with, or prohibits it from entering into, these Terms; and (c) it will at all times comply with all Applicable Laws and with the Data Processing Addendum with respect to its performance under these Terms.

   • 7.2. Incident.io further represents and warrants to Customer that: (a) it owns all Intellectual Property Rights in and to the Content or otherwise has the appropriate authority to provide and use the Content and grant the rights hereunder to Customer; and (b) it maintains a security program consisting of industry standard administrative, technical, and physical security procedures reasonably designed to prevent the transmission of Malicious Code and (c) it will only use Telephone Numbers for Notifications via On-Call..

   • 7.3. Customer further represents and warrants to incident.io that: (a) it owns all Intellectual Property Rights in and to the User Content or otherwise has the appropriate authority to provide and use the User Content and grant the rights hereunder to incident.io, including without limitation providing the Telephone Numbers to incident.io solely for the purpose of the Notifications; and (b) it has full authority in and over the Communications Platform accounts it uses in connection with its use of the Services. 

   • 7.4. EXCEPT AS EXPRESSLY STATED HEREIN, THE PLATFORM, CONTENT, DOCUMENTATION AND SERVICES ARE PROVIDED “AS IS” AND INCIDENT.IO MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER IN CONNECTION WITH THE SERVICES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THOSE OF SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT ACCESS TO THE INCIDENT.IO PLATFORM AND/OR ITS OPERATION WILL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE. INCIDENT.IO FURTHER DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, AND LIABILITIES FOR ANY DELAYS, DELIVERY FAILURES, OR ANY LOSS OR DAMAGE ARISING OUT OF, RESULTING FROM, OR RELATING TO THIRD PARTY SERVICE PROVIDERS, OR THE TRANSFER OF DATA OVER COMMUNICATIONS NETWORKS AND FACILITIES, INCLUDING THE INTERNET, NOT UNDER INCIDENT.IO’S CONTROL. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES AND THIRD PARTY SERVICE PROVIDERS*.*

8. TERM AND TERMINATION.

   • 8.1. These Terms shall begin on the Effective Date and continue unless and until terminated as permitted hereunder (“Term”).

   • 8.2. Either Party may terminate these Terms in the event the other Party materially breaches these Terms and such material breach remains uncured for a period of thirty (30) days following written notice of the material breach to the breaching Party. In the event these Terms are terminated: (a) all licences granted hereunder during the Term shall immediately terminate; (b) each Party shall promptly return or destroy, at the other Party’s request, such other Party’s Confidential Information; (c) Customer must immediately cease to access or use the Platform, Content, Documentation and the Services and must procure that all Users immediately also cease to do the same; (d) Customer shall promptly pay all unpaid Subscription Fees for the period through to the date on which these Terms terminates, unless the termination is by incident.io for Customer’s material breach of these Terms, in which case Customer remains obligated to and shall promptly pay all unpaid Subscription Fees that would have been due through to the remainder of the Subscription Term; and (e) any provision of these Terms which, by its nature, is intended to survive shall survive termination.

   • 8.3. These Terms will automatically terminate immediately before the next anniversary of the Initial Subscription Term Start Date if either Party has provided written notice of non-renewal to the other Party in accordance with Section 2.2 above.

9. CONFIDENTIALITY; DATA SECURITY.

   • 9.1. During the Term, Recipient may receive, be provided with, or otherwise come in contact with Discloser’s Confidential Information. Recipient shall (a) maintain the integrity of the Confidential Information using the same degree of care it uses to protect its own similar information but in no event using less than a reasonable degree of care; (b) use the Confidential Information only as necessary to fulfill its obligations hereunder; (c) provide the Confidential Information only to its employees, agents, and advisors who have a need to know such information and who are subject to confidentiality obligations at least as stringent as those contained herein; (d) not share the Confidential Information with any third parties without Discloser’s prior written consent; and (e) remain responsible for the acts and omissions of those to whom it shares Discloser’s Confidential Information.

   • 9.2. Confidential Information shall not include information (a) that is independently developed by Recipient; (b) that is or becomes publicly known without breach of these Terms by Recipient; or (c) provided to Recipient by a third party not subject to a confidentiality obligation to Discloser.

   • 9.3. In the event Recipient is obligated to disclose Confidential Information by a valid court order or to comply with Applicable Law, Recipient shall first notify Discloser (to the extent notice is permitted by Applicable Law) so that Discloser has a reasonable opportunity to contest the compelled disclosure. Recipient shall reasonably cooperate with Discloser in such contestation at Discloser’s request and in any event Recipient shall only disclose that portion of the Confidential Information minimally necessary to comply with the valid court order or with Applicable Law.

   • 9.4. incident.io has developed, implemented, and will maintain an information security program containing reasonable administrative, technical, and physical safeguards designed to protect the integrity of User Content and the Services.

   • 9.5. Each Party will comply with the terms of the data processing addendum available at incident.io/legal/data-processing-addendum ("DPA"). The Parties agree to use best efforts to mutually agree to updates to the DPA from time to time as may be reasonably necessary to comply with Applicable Law.

10. LIMITATION OF LIABILITY.

    • 10.1. EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS IN SECTION 6, OR CUSTOMER’S BREACH OF THE RESTRICTIONS IN SECTION 2.9: (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS, OR LOSS OF BUSINESS OPPORTUNITIES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) NEITHER PARTY’S LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE SHALL EXCEED AN AMOUNT EQUAL TO THE GREATER OF: (i) $100.00 (ONE HUNDRED UNITED STATES DOLLARS) AND (ii) THE SUBSCRIPTION FEES PAID OR PAYABLE BY CUSTOMER TO INCIDENT.IO HEREUNDER DURING THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

    • 10.2. NOTWITHSTANDING SECTION 10.1 ABOVE, NOTHING IN THESE TERMS SHALL OPERATE TO LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF THAT PARTY, OR FOR FRAUD, FRUADULENT MISREPRESENTATION OR ANY OTHER MATTER IN RESPECT OF WHICH LIABILITY MAY NOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

11. MISCELLANEOUS.

    • 11.1. Customer agrees that incident.io is permitted to identify Customer as an incident.io customer, and to use Customer’s name and/or logo on incident.io’s websites, and in its customer lists and marketing materials, provided that such use complies with any usage parameters provided to incident.io in writing, and is displayed in a manner substantially similar to incident.io’s display of other customer names and logos. Additionally, Customer will use commercially reasonable efforts to provide information reasonably requested by incident.io from time to time (e.g. complete a written survey) for use in an incident.io case study, which may be used publicly by incident.io.

    • 11.2. Nothing herein shall be construed to constitute the creation of any agency, partnership, or joint venture of any kind between the Parties. Additionally, nothing herein shall prohibit: (a) incident.io from providing services substantially similar or identical to the Services to any third parties; and (b) Customer from receiving services that are substantially similar or identical to the Services from any third parties.

    • 11.3. Neither Party shall transfer or assign any or all of its rights or obligations hereunder without the prior written consent of the other Party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, either Party may transfer these Terms to an Affiliate, or in connection with a reorganization, or merger or sale of all or substantially all of such Party’s assets, upon notice to, but without the requirement of obtaining the consent of, the other Party, provided that the transferee assumes all obligations of the transferring Party hereunder in connection with such transfer. Any attempted transfer, assignment or other disposition of these Terms or any of the rights or obligations of a Party under it in contravention of this provision shall be deemed invalid. These Terms shall inure to the benefit of each Party’s heirs, successors, and permitted transferees and assigns.

    • 11.4. incident.io may from time to time amend the provisions of these Terms provided that no such amendment has a material adverse effect on Customer’s rights and/or obligations under these Terms. All amendments made under this Section 11.4 shall become effective on the giving of such notice by incident.io to Customer. All references in these Terms shall be deemed to be to these Terms as so amended from time to time.

    • 11.5. These Terms are governed by and construed under the laws of England and Wales. Any claim, suit, cause of action, or controversy arising out of or relating to these Terms shall only be brought in the courts of England, and the Parties agree to the exclusive personal jurisdiction of such courts.

    • 11.6. In the event of a dispute arising out of or relating to these Terms, prior to commencement of legal proceedings, the Party contemplating such proceedings (the “Notifying Party”) shall appoint a representative and notify the other Party (the “Notified Party”): (1) of the identity and contact details of the Notifying Party’s representative, and (2) that the Notified Party must also appoint a representative, which it shall do within one (1) week, confirming to the Notifying Party at the same time the identity and contact details of its representative. The Parties’ representatives shall then promptly engage in good faith discussions with the intention of enabling the Parties to reach a mutually agreeable resolution to the dispute as soon as reasonably possible (“Resolution”). This Section 11.6 shall not be construed as prohibiting a Party either from: (1) seeking immediate injunctive relief in the event of material adverse harm or the threat of it, or (2) commencing legal proceedings in the event that a Resolution has not been reached within three 3 weeks of the date on which the identity and contact details of the Notifying Party’s representative were notified to the Notified Party*.*

    • 11.7. Neither Party will be liable for its failure to perform its obligations under these Terms where such failure arises or results from, or relates to, a Force Majeure Event.

    • 11.8. Any notices required to be provided by one Party to the other Party hereunder shall be delivered personally (deemed given at the time of delivery), sent by post or tracked delivery (deemed delivered seventy-two (72) hours from the date of posting) to the address listed in the opening paragraph, or sent by email (deemed delivered five (5) minutes after sending if no error message is received by the sender) to the email address on record with the notifying Party. All notices to incident.io shall also be copied by email to legal@incident.io.

    • 11.9. These Terms contains the entire understanding of the Parties regarding the subject matter hereto and supersedes any prior written or oral agreements between the Parties. Each Party acknowledges that it has not entered into these Terms in reliance on any statement or representation of the other Party except to the extent that such statement or representation has been expressly incorporated in these Terms. Subject to Section 11.4, any modification to these Terms shall only be valid if in writing and signed by both Parties. No provisions of a purchase order or other terms referenced or sent by Customer to incident.io shall be binding on or enforceable against incident.io. All provisions of these Terms shall be enforced to the maximum extent permitted by Applicable Law. No delay by either Party in enforcing its rights hereunder will limit or restrict the rights of such Party or constitute a waiver of such rights. If any provision of these Terms are found by any court or other authority of competent jurisdiction to be invalid, unenforceable, or illegal, it shall be removed and the remaining provisions shall be unaffected and remain in full force and effect. Nothing herein shall be construed more strictly against one Party by virtue of such Party being deemed the drafter of these Terms. These Terms may be executed in any number of counterparts, each of which shall be deemed an original, and together will constitute a single instrument.