Precision Ops Customer Agreement
Effective starting: July 1, 2024
This Agreement is between Customer and Precision Ops. “Customer” means the entity on behalf of which this Agreement is accepted or, if that does not apply, the individual accepting this Agreement. “Precision Ops” means the Precision Ops entity that owns or operates the Products that Customer uses or accesses.
If you (the person accepting this Agreement) are accepting this Agreement on behalf of your employer or another entity, you agree that: (i) you have full legal authority to bind your employer or such entity to this Agreement, and (ii) you agree to this Agreement on behalf of your employer or such entity.
If you are accepting this Agreement using an email address from your employer or another entity, then: (i) you will be deemed to represent that party, (ii) your acceptance of this Agreement will bind your employer or that entity to these terms, and (iii) the word “you” or “Customer” in this Agreement will refer to your employer or that entity.
By clicking on the “Agree” (or similar button or checkbox) that is presented to you at the time of placing an Order, downloading Products, or by using or accessing the Products, you confirm you are bound by this Agreement. If you do not wish to be bound by this Agreement, do not click “Agree” (or similar button or checkbox), use or access the Products.
1. Definitions
“Acceptable Use Policy” means Precision Ops acceptable use policy available at https://precisionops.com/acceptable-use-policy.
“Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “ownership” means the beneficial ownership of more than fifty percent (50%) of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.
“Agreement” means this Precision Ops Customer Agreement, as well as the Policies.
“Customer Data” means any data, content or materials provided to Precision Ops by or at the direction of Customer or its Users via the Cloud Products, including from Third-Party Products.
“Customer Materials” means materials and other resources that Customer provides to Precision Ops in connection with Support.
“Documentation” means Precision Ops usage guidelines and standard technical documentation for the applicable Product, available in the Product, unless otherwise specified in the Product-Specific Terms.
“Laws” means all applicable laws, regulations, conventions, decrees, decisions, orders, judgments, codes and requirements of any government authority (federal, state, local or international) having jurisdiction.
“Order” means Precision Ops ordering document or online order specifying the Products or Support to be provided under this Agreement, accepted by Precision Ops in accordance with Section 8 (Ordering Process and Delivery).
“Policies” means the Acceptable Use Policy, Privacy Policy, and any other policies Precision Ops may have.
“Privacy Policy” means Precision Ops privacy policy available at https://precisionops.com.au/privacy-policy
“Products” means the applicable Products made available by Precision Ops in connection with an Order.
“Reseller” means a partner authorized by Precision Ops to resell Precision Ops Products and Support to customers.
“Scope of Use” means Customer’s entitlements to the Products specified in an Order, which may include: (a) number and type of Users, (b) numbers of licenses, copies or instances, or (c) entity, division, business unit, website, field of use or other restrictions or billable units.
“Subscription Term” means the term for Customer’s use of or access to the Products and related Support.
“Support” means the support by Precision Ops for the Products corresponding to Customer’s Scope of Use.
“User” means any individual that Customer authorizes to use the Products. Users may include: (i) Customer’s and its Affiliates’ employees, consultants, contractors and agents (ii) third parties with which Customer or its Affiliates transact business (iii) individuals invited by Customer’s users (iv) individuals under managed accounts, or (v) individuals interacting with a Product as Customer’s customer.
2. Overview.
This Agreement applies to Customer’s Subscriptions for Products and related Support.
3. Use of Product.
3.1 Permitted Use. Subject to this Agreement and during the applicable Subscription Term, Precision Ops grants Customer a non-exclusive, worldwide right to use the Products and related Support for its and its Affiliates’ internal business purposes, in accordance with the Documentation and Customer’s Scope of Use.
3.2 Restrictions. Except to the extent otherwise expressly permitted by this Agreement, Customer must not (and must not permit anyone else to): (a) rent, lease, sell, distribute or sublicense the Products or (except for Affiliates) include them in a service bureau or outsourcing offering, (b) provide access to the Products to a third party, other than to Users, (c) charge its customers a specific fee for use of the Products, but Customer may charge an overall fee for its own offerings (of which the Products are ancillary), (d) use the Products to develop a similar or competing product or service, (e) reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to the Products, (f) modify or create derivative works of the Products, (g) interfere with or circumvent Product usage limits or Scope of Use restrictions, (h) remove, obscure or modify in any way any proprietary or other notices or attributions in the Products, or (i) violate the Acceptable Use Policy.
4. Users.
4.1 Responsibility. Customer may authorize Users to access and use the Products, in accordance with the Documentation and Customer’s Scope of Use. Customer is responsible for its Users’ compliance with this Agreement and all activities of its Users, including Orders they may place, apps and Third Party-Products enabled, and how Users access and use Customer Data.
4.2 Login Credentials. Customer must ensure that each User keeps its login credentials confidential and must promptly notify Precision Ops if it becomes aware of any unauthorized access to any User login credentials or other unauthorized access to or use of the Products. If you create an account using an email address owned by an organisation (for example, your employer), that account may be added to the organisation's business account with us, in which case we will provide notice to you so that you can help facilitate the transfer of your account (unless your organisation has already provided notice to you that it may monitor and control your account). Once your account is transferred, the organisation’s administrator will be able to control your account, including being able to access content and restrict or remove your access to the account.
4.3 Age Requirements. The Products are not intended for use by anyone under the age of 16. Customer is responsible for ensuring that all Users are at least 16 years old.
5. Customer Data.
5.1 Customer Data. Precision Ops may use your content to provide, maintain, develop, and improve our Services, comply with applicable law, enforce our terms and policies and keep our Services safe.
5.2 Data Retrieval. No ability to retrieve Customer Data from the Products is provided by Precision Ops.
5.3 Removals and Suspension. Precision Ops has no obligation to monitor Customer Data. Nonetheless, if Precision Ops becomes aware that: (a) Customer Data may violate Law, Section 3.2 (Restrictions), or the rights of others, or (b) Customer’s use of the Products threatens the security or operation of the Products, then Precision Ops may: (i) limit access to, or remove, the relevant Customer Data, or (ii) suspend Customer’s or any User’s access to the relevant Products. Precision Ops may also take any such measures where required by Law, or at the request of a governmental authority. When practicable, Precision Ops will give Customer the opportunity to remedy the issue before taking any such measures.
6. Customer Obligations.
6.1 Disclosures and Rights. Customer must ensure it has made all disclosures and obtained all rights and consents necessary for Precision Ops to use Customer Data and Customer Materials to provide the Products or Support.
6.2 Product Assessment. Customer is responsible for determining whether the Products meet Customer’s requirements and any regulatory obligations related to its intended use.
7. Support.
Precision Ops will provide Support for the Products, aligned with this agreement and applicable Policies. Precision Ops provision of Support is subject to Customer providing timely access to Customer Materials and personnel reasonably requested by Precision Ops.
8. Ordering Process and Delivery.
No Order is binding until Precision Ops provides its acceptance, including by sending a confirmation email, or providing access to the Products. No terms of any purchase order or other business form used by Customer will supersede, supplement, or otherwise apply to this Agreement or Precision Ops. Precision Ops will deliver login instructions for Products electronically, to Customer’s account (or through other reasonable means) promptly upon receiving payment of the fees.
9. Billing and Payment.
9.1 Fees.
(a) Direct Purchases. If Customer purchases directly from Precision Ops, fees and any payment terms are specified in Customer’s Order with Precision Ops.
(b) Resellers. If Customer purchases through a Reseller, Customer must pay all applicable amounts directly to the Reseller, and Customer’s order details (e.g., Products and Scope of Use) will be specified in the Order placed by the Reseller with Precision Ops on Customer’s behalf.
(c) Renewals. Unless otherwise specified in an Order and subject to the Product or Support continuing to be generally available, a Subscription Term will automatically renew at Precision Ops then current rates for: (i) if Customer’s prior Subscription was for a period less than twelve (12) months, another Subscription Term of a period equal to Customer’s prior Subscription Term, or (ii) if Customer’s prior Subscription Team was for twelve (12) months or more, twelve (12) months. Either party may elect not to renew a Subscription Term by giving notice to the other party before the end of the current Subscription Term. Customer must provide any notice of non-renewal through account settings in the Products, by contacting Precision Ops support team or by otherwise providing Precision Ops notice.
(d) Increased Scope of Use. Customer may increase its Scope of Use by placing a new Order or modifying (by mutual agreement with Precision Ops) an existing Order. Unless otherwise specified in the applicable Order, Precision Ops will charge Customer for any increased Scope of Use at Precision Ops then-current rates, prorated for the remainder of the then-current Subscription Term.
(e) Refunds. All fees and expenses are non-refundable, except as otherwise provided in this Agreement. For any purchases Customer makes through a Reseller, any refunds from Precision Ops payable to Customer relating to that purchase will be remitted by that Reseller, unless Precision Ops specifically notifies Customer otherwise at the time of refund.
(f) Credit Cards. If Customer uses a credit card or similar online payment method for its initial Order, then Precision Ops may bill that payment method for renewals, additional Orders, overages to scopes of use, expenses, and unpaid fees, as applicable.
9.2 Taxes.
(a) Taxes Generally. Fees and expenses are exclusive of any sales, use, GST, value-added, withholding or similar taxes or levies that apply to Customer’s Orders. Other than taxes on Precision Ops net income, Customer is responsible for any such taxes or levies and must pay those taxes or levies, which Precision Ops will itemize separately, in accordance with an applicable invoice.
(b) Withholding Taxes. To the extent Customer is required to withhold tax from payment to Precision Ops in certain jurisdictions, Customer must provide valid documentation it receives from the taxing authority in such jurisdictions confirming remittance of withholding. This documentation must be provided at the time of payment of the applicable invoice to Precision Ops.
(c) Exemptions. If Customer claims exemption from any sales tax, VAT, GST or similar taxes under this Agreement, Customer must provide Precision Ops a valid tax exemption certificate or tax ID at the time of Order, and after receipt of valid evidence of exemption, Precision Ops will not include applicable taxes on the relevant Customer invoice.
9.3 Return Policy. Any subscription fees paid to Precision Ops are not refundable.
9.4 Suspension for Non-payment. Precision Ops may suspend Customer’s rights to use Products or receive Support at the conclusion of the subscription period unless the Customer has renewed their subscription.
10. Precision Ops Warranties.
10.1 Performance Warranties. Precision Ops warrants to Customer that: (a) the Products will operate in substantial conformity with the applicable Documentation during the applicable Subscription Term, (b) Precision Ops will not materially decrease the functionality or overall security of the Products during the applicable Subscription Term, and (c) Precision Ops will use reasonable efforts designed to ensure that the Products, when and as provided by Precision Ops, are free of any viruses, malware or similar malicious code (each, a “Performance Warranty”).
10.2 Performance Warranty Remedy. If Precision Ops breaches a Performance Warranty and Customer makes a reasonably detailed warranty claim within 30 days of discovering the issue, Precision Ops will use reasonable efforts to correct the non-conformity. If Precision Ops determines such remedy to be impracticable, either party may terminate the affected Subscription Term. Precision Ops will then refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term. These procedures are Customer’s exclusive remedy and Precision Ops entire liability for breach of a Performance Warranty.
10.3 Exclusions. The warranties in this Section 10 (Precision Ops Warranties) do not apply to: (a) the extent the issue or non-conformity is caused by Customer’s unauthorized use or modification of the Products, (b) unsupported releases of Software Products or Cloud Clients, or (c) Third-Party Products.
10.4 Disclaimers. Except as expressly provided in this Section 10 (Precision Ops Warranties), the Products and Support and all related Precision Ops services and deliverables are provided “AS IS.” Precision Ops makes no other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, satisfactory quality, title or non-infringement. Precision Ops does not warrant that Customer’s use of the Products will be uninterrupted or error-free. Precision Ops is not liable for delays, failures or problems inherent in use of the internet and electronic communications or other systems outside Precision Ops control. You accept and agree that any use of outputs from our Products or service is at your sole risk and you will not rely on output as a sole source of truth or factual information.
10.5 Output: Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, use of our Services may, in some situations, result in Output that does not accurately reflect real people, places, or facts.
11. Term and Termination.
11.1 Term. This Agreement commences on the date Customer accepts it and expires when all Subscription Terms have ended.
11.2 Termination for Convenience. Customer may terminate this Agreement or a Subscription Term upon notice for any reason. Subject to Section 3 (Return Policy), Customer will not be entitled to any refunds as a result of exercising its rights under this Section11.2, and any unpaid amounts for the then-current Subscription Terms and any related service periods will become due and payable immediately upon such termination.
11.3 Termination for Cause. Either party may terminate this Agreement or a Subscription Term if the other party: (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after notice, (b) ceases operation without a successor, or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. If Customer terminates this Agreement or a Subscription Term in accordance with this Section 3, Precision Ops will refund to Customer any pre-paid, unused fees for the terminated portion of the Agreement or applicable Subscription Term.
11.4 Effect of Termination. Upon expiration or termination of this Agreement or a Subscription Term: (a) Customer’s rights to use the applicable Products or Support will cease, and (b) Customer must immediately cease accessing the Products. Following expiration or termination, unless prohibited by Law, Precision Ops will delete Customer Data in accordance with the Privacy Policy.
11.5 Survival. These Sections survive expiration or termination of this Agreement: 1 (Definitions), 2 (Restrictions), 9.1 (Fees), 9.2(Taxes), 10.4 (Disclaimers), 11.4 (Effect of Termination), 11.5 (Survival), 12 (Ownership), 13 (Limitations of Liability), 14(Indemnification by Precision Ops), 15 (Confidentiality), 16.4 (Disclaimer), 17 (Feedback) and 18 (General Terms).
12. Ownership.
Except as expressly set out in this Agreement, neither party grants the other any rights or licenses to its intellectual property under this Agreement. As between the parties, Customer owns all intellectual property and other rights in Customer Data and Customer Materials provided to Precision Ops or used with the Products. Precision Ops and its licensors retain all intellectual property and other rights in the Products, any Support deliverables and related source code, Precision Ops technology, templates, formats and dashboards, including any modifications or improvements, and any and all output from the Products.
13. Limitations of Liability.
13.1 Damages Waiver. Except for Excluded Claims, to the maximum extent permitted by Law, neither party, or their affiliates, will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, interruption of business or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of their possibility in advance.
13.2 General Liability Cap. Except for Excluded Claims, to the maximum extent permitted by Law, each party’s entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid to Precision Ops for the Products and Support giving rise to the liability during the twelve (12) months preceding the first event out of which the liability arose. Customer’s payment obligations under Sections 1 (Fees) and 9.2 (Taxes) are not limited by this Section 13.2.
13.3 Excluded Claims. For Excluded Claims, Precision Ops aggregate liability under this agreement will be no more than two (2x) times the amounts paid to Precision Ops for the Products and Support giving rise to the Excluded Claim during the twelve (12) months preceding the first event out of which the Excluded Claim arose. “Excluded Claims” means: (a) Customer’s breach of Section 3.2 (Restrictions) or Section 6 (Customer Obligations), (b) either party’s breach of Section 15 (Confidentiality) but excluding claims relating to Customer Data or Customer Materials, or (c) amounts payable to third parties under Precision Ops obligations in Section 14 (Indemnification by Precision Ops).
13.4 Nature of Claims and Failure of Essential Purpose. The exclusions and limitations in this Section 13 (Limitations of Liability) apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
13.5 Class and Jury trial waivers. You and Precision Ops agree that Disputes must be brought on an individual basis only and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, and representative actions are prohibited. Only individual relief is available. The parties agree to sever and litigate in court any request for public injunctive relief after completing arbitration for the underlying claim and all other claims. This does not prevent either party from participating in a class-wide settlement. You and Precision Ops knowingly and irrevocably waive any right to trial by jury in any action, proceeding, or counterclaim.
14. Indemnification by Precision Ops.
14.1 IP Indemnification. Precision Ops must: (a) defend Customer from and against any third-party claim to the extent alleging that the Products, when used by Customer as authorized by this Agreement, infringe any intellectual property right of a third party (an “Infringement Claim”), and (b) indemnify and hold harmless Customer against any damages, fines or costs finally awarded by a court of competent jurisdiction (including reasonable attorneys’ fees) or agreed in settlement by Precision Ops resulting from an Infringement Claim.
14.2 Procedures. Precision Ops’ obligations in Section 14.1 (IP Indemnification) are subject to Customer providing: (a) sufficient notice of the Infringement Claim so as to not prejudice Precision Ops’ defense of the Infringement Claim, (b) the exclusive right to control and direct the investigation, defense and settlement of the Infringement Claim, and (c) all reasonably requested cooperation, at Precision Ops’ expense for reasonable out-of-pocket expenses. Customer may participate in the defense of an Infringement Claim with its own counsel at its own expense.
14.3 Settlement. Customer may not settle an Infringement Claim without Precision Ops’ prior written consent. Precision Ops may not settle an Infringement Claim without Customer’s prior written consent if settlement would require Customer to admit fault or take or refrain from taking any action (other than relating to use of the Products).
14.4 Mitigation. In response to an actual or potential Infringement Claim, Precision Ops may, at its option: (a) procure rights for Customer’s continued use of the Products, (b) replace or modify the alleged infringing portion of the Products without reducing the overall functionality of the Products, or (c) terminate the affected Subscription Term and refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term.
14.5 Exceptions. Precision Ops’ obligations in this Section 14 (Indemnification by Precision Ops) do not apply to the extent an Infringement Claim arises from: (a) Customer’s modification or unauthorized use of the Products, (b) use of the Products in combination with items not provided by Precision Ops (including Third-Party Products), (c) any unsupported release of the Software Products or Cloud Clients, or (d) Third-Party Products, Customer Data or Customer Materials.
14.6 Exclusive Remedy. This Section 14 (Indemnification by Precision Ops) sets out Customer’s exclusive remedy and Precision Ops entire liability regarding infringement of third-party intellectual property rights.
15. Confidentiality.
15.1 Definition. “Confidential Information” means information disclosed by one party to the other under or in connection with this Agreement that: (a) is designated by the disclosing party as proprietary or confidential, or (b) should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Precision Ops Confidential Information includes any source code and technical or performance information about the Products. Customer’s Confidential Information includes Customer Data and Customer Materials.
15.2 Obligations. Unless expressly permitted by the disclosing party in writing, the receiving party must: (a) hold the disclosing party’s Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, and (b) only use such Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose such Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Precision Ops, the subcontractors referenced in Section 18.9 (Subcontractors and Affiliates)), provided the receiving party remains responsible for their compliance with this Section 15 (Confidentiality) and they are bound to confidentiality obligations no less protective than this Section 15 (Confidentiality).
15.3 Exclusions. These confidentiality obligations do not apply to information that the receiving party can demonstrate: (a) is or becomes publicly available through no fault of the receiving party, (b) it knew or possessed prior to receipt under this Agreement without breach of confidentiality obligations, (c) it received from a third party without breach of confidentiality obligations, or (d) it independently developed without using the disclosing party’s Confidential Information. The receiving party may disclose Confidential Information if required by Law, subpoena or court order, provided (if permitted by Law) it notifies the disclosing party in advance and cooperates, at the disclosing party’s cost, in any reasonable effort to obtain confidential treatment.
15.4 Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or anticipated breach of this Section 15 (Confidentiality).
16. Free or Beta Products.
16.1 Access. Customer may receive access to certain Products or Product features on a free, fully discounted or trial basis, or as an alpha, beta or early access offering (“Free or Beta Products”). Use of Free or Beta Products is subject to this Agreement and any additional terms specified by Precision Ops, such as the applicable scope and term of use.
16.2 Termination or Modification. At any time, Precision Ops may terminate or modify Customer’s use of (including applicable terms) Free or Beta Products or modify Free or Beta Products, without any liability to Customer. For modifications to Free or Beta Products or Customer’s use, Customer must accept those modifications to continue accessing or using the Free or Beta Products.
16.3 Pre GA. Free or Beta Products may be inoperable, incomplete or include errors and bugs or features that Precision Ops may never release, and their features and performance information are Precision Ops Confidential Information.
16.4 Disclaimer. Notwithstanding anything else in this Agreement, to the maximum extent permitted by Law, Precision Ops provides no warranty, indemnity, service level agreement or support for Free or Beta Products and its aggregate liability for Free or Beta Products is limited to AUD$100.
17. Feedback
If Customer provides Precision Ops with feedback or suggestions regarding the Products or other Precision Ops offerings, Precision Ops may use the feedback or suggestions without restriction or obligation.
18. General Terms.
18.1 Compliance with Laws. Each party must comply with all Laws applicable to its business in its performance of obligations or exercise of rights under this Agreement.
18.2 Assignment.
(a) Customer may not assign or transfer any of its rights or obligations under this Agreement or an Order without Precision Ops prior written consent. However, Customer may assign this Agreement in its entirety (including all Orders) to its successor resulting from a merger, acquisition, or sale of all or substantially all of Customer’s assets or voting securities, provided that Customer provides Precision Ops with prompt written notice of the assignment and the assignee agrees in writing to assume all of Customer’s obligations under this Agreement and complies with Precision Ops procedural and documentation requirements to give effect to the assignment.
(b) Any attempt by Customer to transfer or assign this Agreement or an Order, except as expressly authorized above, will be null and void.
(c) Precision Ops may assign its rights and obligations under this Agreement (in whole or in part) without Customer’s consent.
18.3 Governing Law, Jurisdiction and Venue. This Agreement is governed by the laws of Western Australia. Each party submits to the exclusive jurisdiction of the courts of Western Australia.
18.4 Notices
(a) Except as specified elsewhere in this Agreement, notices under this Agreement must be in writing and are deemed given on: (i) personal delivery, (ii) when received by the addressee if sent by a recognized overnight courier with receipt request, (iii) the third business day after mailing, or (iv) the first business day after sending by email, except that email will not be sufficient for notices regarding Infringement Claims, alleging breach of this Agreement by Precision Ops, or of Customer’s termination of this Agreement in accordance with Section 11.3 (Termination for Cause).
(b) Notices to Precision Ops must be provided Via email to contact@precisionops.com.au
(c) Notices to Customer must be provided to the billing or technical contact provided to Precision Ops. However, Precision Ops may provide general or operational notices via email, on its website or through the Products.
18.5 Entire Agreement. This Agreement is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In the event of a conflict among the documents making up this Agreement, the main body of this Agreement (i.e., Sections 1 through 18, inclusive) will control, except that the Policies will control for their specific subject matter.
18.6 Interpretation, Waivers and Severability. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. Waivers must be granted in writing and signed by the waiving party’s authorized representative. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.
18.7 Changes to this Agreement.
(a) Precision Ops may modify this Agreement (which includes the Policies) from time to time, by posting the modified portion(s) of this Agreement on Precision Ops website. Precision Ops must use commercially reasonable efforts to post any such modification at least thirty (30) days prior to its effective date.
(c) For free subscriptions, modifications become effective during the then current Subscription Term, in accordance with Precision Ops notice.
(d) For paid subscriptions:
(i) except as specified below, modifications to this Agreement will take effect at the next Order or renewal unless either party elects to not renew pursuant to Section 9.1(c) (Renewals), and
(ii) Precision Ops may specify that modifications will become effective during a then-current Subscription Term if: (A) required to address compliance with Law, or (B) required to reflect updates to Product functionality or introduction of new Product features. If Customer objects, Customer may terminate the remainder of the then-current Subscription Term for the affected Products as its exclusive remedy. To exercise this right, Customer must notify Precision Ops of its termination under this Section 18.7(c) within thirty (30) days of the modification notice, and Precision Ops will refund any pre-paid fees for the terminated portion of the applicable Subscription Term.
18.8 Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control and occurring without that party’s fault or negligence.
18.9 Subcontractors and Affiliates. Precision Ops may use subcontractors or its Affiliates in the performance of its obligations under this Agreement, but Precision Ops remains responsible for its overall performance under this Agreement and for having appropriate written agreements in place with its subcontractors to enable Precision Ops to meet its obligations under this Agreement.
18.10 Independent Contractors. The parties are independent contractors, not agents, partners or joint venturers.
18.11 Trade controls.You must comply with all applicable trade laws, including sanctions and export control laws. Our Services may not be used in or for the benefit of, or exported or re-exported to (a) any Australian embargoed country or territory or (b) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws. Our Services may not be used for any end use prohibited by applicable trade laws, and your Input may not include material or information that requires a government license for release or export.
18.12 No Contingencies. The Products and Support in each Order are purchased separately and not contingent on purchase or use of other Precision Ops products and services, even if listed in the same Order. Customer’s purchases are not contingent on delivery of any future functionality or features.