#1.1 Generally

You may access or use Logfire Cloud subject to the terms and conditions of these Logfire Terms.

#1.2 Access

By accessing or using Logfire Cloud, or by creating an account (the "Account") to use the Logfire Service, you agree to the terms and conditions of these Logfire Terms. If you represent an organization or entity, you represent and warrant that you are authorized to agree to these Logfire Terms on behalf of your organization, and you agree that you are legally binding that organization to these Logfire Terms. If you do not agree to these Logfire Terms, do not use Logfire Cloud.

#1.3 Additional Features or Services

The Logfire Cloud may include features or services that have separate rules specific to such features or services. You will comply with all laws, rules, and regulations applicable to the use of Logfire Cloud and any additional feature or service you use. You understand and agree that we may change, suspend, or discontinue any part or all of Logfire Cloud at any time. We will notify you of any material change with an adverse impact to Logfire Cloud or discontinuation of Logfire Cloud by email or via our Site.

#1.4 Effective Date

The Effective Date of these Logfire Terms is the earliest to occur of the effective date of your initial Order, the date you agree to these Logfire Terms by clicking "I Agree", or the date you first access or use Logfire Cloud.

#1.5 Definitions

Certain terms not defined elsewhere in these Logfire Terms are set forth below in Section 16 (Definitions).

#2.1 Registration

To use Logfire Cloud, you must create an Account with us. You must provide complete and accurate information during the registration process and must update your information to ensure it remains accurate. You are responsible for all activities in your Account, regardless of whether undertaken by you, your employees, or a third party (including contractors or agents), and we and our Affiliates are not responsible for unauthorized access to your Account.

#2.2 Rights to Your Content

You represent and warrant to us that (a) you have all rights in the Content necessary to grant the rights contemplated by these Logfire Terms; and (b) none of the Content violates these Logfire Terms, any applicable law, or any third party's intellectual property or other right. You will ensure that the Content, and your use of it, complies with these Logfire Terms, including Section 5 (Acceptable Use Policy), and any applicable law. You are responsible for properly configuring and using Logfire Cloud and taking your own steps to maintain appropriate security, protection, backups, and continuity of the Content.

#2.3 License to Your Content

Except for the limited rights granted under these Logfire Terms, as between Customer and PSI, you retain all rights, title, and interest, including all Intellectual Property Rights, in your Content. You consent to our use of your Content to provide the Services to you and your Authorized Users.

#2.4 User and Performance Data

PSI may store, process, and use data about Customer's use of the Logfire Service, including but not limited to for the purposes of creating usage, statistics, and analytics data. PSI may use such data for its own business purposes, including to maintain and improve Logfire Cloud and other services and products, to monitor and analyze its activities in connection with the performance of such services, and to create anonymized statistics for its marketing and other business purposes.

#2.5 Data Privacy

Please review our Privacy Policy, which also governs your use of the Services, for information on how we collect, use, and share your personal data. The terms of the data processing addendum ("DPA") posted as of the Effective Date are hereby incorporated by reference. We will only use your Account Information in accordance with the Privacy Policy, and you consent to such usage. The Privacy Policy does not apply to your Content.

#3.1 License to Logfire Cloud

Subject to payment of all applicable fees to us, we grant you a limited, world-wide, non-exclusive, non-transferable right and license (without right to sublicense) to access and use the Logfire Service in accordance with the terms of these Logfire Terms.

#3.2 Changes to Logfire Cloud

PSI will provide Logfire Cloud to the Customer substantially as set out in these Logfire Terms. The scope of Logfire Cloud is not fixed, but may vary depending on which Logfire Cloud the Customer chooses to order from time to time, selected from Logfire Cloud made available by PSI. PSI will have the right to make changes to Logfire Cloud at any time.

#3.3 Orders

The Customer may, from time to time, make Orders from PSI, including automatically by using APIs of Logfire Cloud or through the Site. The Customer shall be responsible for any Orders made under the Customer's Account, whether by the Customer itself, by its Authorized Users, by the Customer's data systems automatically, or by unauthorized access to or use of your Account, and Customer shall be responsible for the payment of all fees based on Orders made under the Customer's Account.

#3.4 Service Levels

PSI will use commercially reasonable efforts to provide the Logfire Cloud to you in accordance with the PSI Service Level Agreement ("SLA"), currently available here, and which may be modified from time to time. Except as set forth in the SLA, however, Logfire Cloud are not subject to any particular service levels or service availability, and they are provided to the Customer strictly on an "as is" and "as available" basis.

PSI makes no representation nor warrants the availability of Logfire Cloud service at any particular time. You acknowledge and agree that the Service Levels as set forth in the SLA are performance targets only and any failure of PSI to meet any service level will not result in any breach of these Logfire Terms. The SLA sets forth all of PSI's commitments, and all remedies available to you, with respect to the availability of Logfire Service. Any compensation set out in connection with such service availability according to the SLA shall be the Customer's sole remedy and PSI's sole liability as regards any non-compliance with such service availability, and such non-compliance shall not constitute a breach of these Logfire Terms.

#3.5 Subcontractors

PSI may use subcontractors in the performance of its obligations and exercise of its rights under these Logfire Terms.

#3.6 Beta Offering

PSI may make available to Customers certain features, technologies, products, software, and services that are not yet generally available, which may be labeled or otherwise described as in "preview", "pre-release", "early access", "experimental", "testing", "pre-production", "alpha", or "beta" (each, a "Beta Offering"), for the purpose of evaluating performance, identifying defects, and obtaining feedback. We have no obligation to release a final version of any Beta Offering, nor offer upgrades or migrations between versions of the Beta Offering or between a Beta Offering and a generally available version. Notwithstanding anything to the contrary in the Agreement, after suspension or termination of Customer's access to or use of any Beta Offering for any reason, Customer may not have any further right to access or use the applicable Beta Offering, and any Content stored in or processed by the Beta Offering may be deleted or inaccessible.

#3.7 Support Services

PSI may provide Support Services for Logfire Cloud. If Customer does not purchase a different level of Support Services, PSI may provide a "basic" or "free" level of Support Services. If you purchase Support Services, we will provide these Support Services in accordance with the applicable Support Agreement, and which may be modified from time to time. By purchasing Support Services, you accept and agree to be bound by the terms of the Support Agreement.

#4.1 Customer Obligations

The Customer will be solely responsible for its and its Authorized Users' compliance with these Logfire Terms, including any breach of these Logfire Terms by Customer or its Authorized Users. The Customer and its Authorized Users must use Logfire Cloud in accordance with Section 5 (Acceptable Use Policy), and will be solely responsible for ensuring its adherence to this policy.

#4.2 Authorized Users

The Customer may authorize its Authorized Users to use Logfire Cloud under the Customer's Account, including for the purposes of accessing the Customer's Content. The Customer must ensure that any users it authorizes to use Logfire Cloud under the Customer's Account comply with these Logfire Terms at all times, including in accordance with Section 5 (Acceptable Use Policy). The Customer will be responsible for any use of Logfire Cloud under the Customer's Account and any use by its Authorized Users, including any breach of these Logfire Terms.

#4.3 Customer Systems

The Customer will be responsible for its own devices, systems, applications, connections, and software used to access Logfire Cloud. The Customer will be responsible for the protection of its data communications and data systems, and for the costs for communications and other comparable costs related to use of Logfire Cloud.

#4.4 Your Account

The Customer must use commercially reasonable efforts to prevent unauthorized access to or use of its Account, including ensuring that its Authorized Users maintain their access credentials (e.g., usernames, passwords, multi-factor authentication information, etc.) in a responsible manner. The Customer and its Authorized Users must not disclose their access credentials to any unauthorized persons. The Customer must contact us immediately if it believes any unauthorized activity has occurred in its Account or any of its Account information has been lost, compromised, or revealed to a third party. The Customer and its Authorized Users must change their access credentials upon request by PSI.

#5.1 Restrictions

You must not (a) modify, alter, tamper with, repair, or create derivative works of any software included in Logfire Cloud; (b) reverse engineer, disassemble, or decompile Logfire Cloud or apply any other process or procedure to derive the source code of any software included in Logfire Cloud; (c) use the Logfire Service in connection with any fork or derivative work of Logfire Software, unless otherwise explicitly authorized by PSI in writing; or (d) resell, sublicense, rent, or lease Logfire Cloud to any third party, unless otherwise explicitly authorized by PSI in writing.

#5.2 Unauthorized Access and Activities

You must not:

1. Disable, interfere with, or circumvent any aspect of Logfire Cloud;
2. Attempt to disable or circumvent any security mechanisms used by Logfire Cloud;
3. Perform any security penetration tests, load tests, or security assessment activities, unless otherwise explicitly authorized by PSI's CEO (Samuel Colvin) in writing;
4. Access or use Logfire Cloud in a way intended to avoid incurring fees or exceeding usage limits or quotas;
5. Use Logfire Cloud, or any interfaces provided with Logfire Cloud, to access any other product or service of PSI or its subcontractors in a manner that violates their applicable Terms of Service;
6. Use Logfire Cloud in a way that poses a risk to Logfire Cloud or any third party; or
7. Interfere with the use of Logfire Cloud, or the equipment used to provide Logfire Cloud, by others.

#5.3 Prohibited Use of Logfire Cloud

You must not use Logfire Cloud (a) to violate, or encourage the violation of, the legal rights (including without limitation Intellectual Property Rights) of others; (b) to engage in, promote, or encourage any illegal activity; (c) for any unlawful, invasive, infringing, defamatory, offensive, harmful, or fraudulent purpose; (d) to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature; (e) to violate security or integrity of any network, computer, communications system, software application, or service (such violations to include without limitation unauthorized access, interception of data or traffic, or falsification of origin); (f) to make connections to any users, hosts, or networks unless the Customer has permission to communicate with them (such network abuses to include without limitation monitoring or crawling, denial of service attacks, intentional interference, operating open proxies, open mail relays or open recursive domain name servers, or to avoiding system restrictions); (g) to generate, distribute, publish, or facilitate unsolicited or unlawful email or other messages, or promotions or other solicitations of any kind; or (h) for hazardous or mission-critical circumstances or for uses requiring fail-safe performance, or where failure could lead to death, personal injury, or environmental damage, and you further acknowledge that Logfire Cloud are not designed or intended for such use and PSI bears no responsibility for any harmful impact resulting from such use.

#5.4 Unauthorized Content

You must not submit, store, or process Content in Logfire Cloud that

1. Is illegal, harmful, fraudulent, infringing, offensive, or in violation of privacy rights;
2. Violates these Logfire Terms, any application law, or any third-party's Intellectual Property Rights or other rights;
3. Constitutes protected health information; or
4. Entails cardholder or sensitive authentication data unless such data is message-level encrypted by you.

#5.5 Compliance with Laws

You must only use Logfire Cloud in accordance with applicable laws and government regulations.

#5.6 Review of Use

PSI and its subcontractors may review the Customer's use of Logfire Cloud, including the Content and Customer's data, to ensure compliance with the acceptable use policy, to discontinue any use by the Customer of Logfire Cloud, and to remove any non-compliant data of the Customer. PSI and its subcontractors may report suspected infringing activities to officials, regulators, or other appropriate third parties, including the disclosure of appropriate information regarding the Customer.

#5.7 Cessation of Non-Compliant Use

If the Customer becomes aware that its use of Logfire Cloud does not comply with these Logfire Terms, the Customer must immediately cease its non-compliant use of Logfire Cloud. The Customer must immediately comply with any requests of PSI relating to the ceasing of any non-compliant use of the Logfire Service.

#6.1 Orders Generally

All Orders are subject to the terms of these Logfire Terms and are not binding until accepted by PSI. Orders created by Customer through Logfire Cloud are deemed accepted when PSI provides access to the service environment selected by Customer. PSI may place controls and restrict the Customer's Orders of Logfire Cloud at its sole discretion. All Orders are non-refundable except as expressly provided in these Logfire Terms.

#6.3 Taxes

All rates and fees are set out without value added tax (VAT) or any other applicable sales tax, which may be added to the fees of your monthly bill or invoice in accordance with the then-applicable tax laws and regulations, and you must inform us of your correct location to assist with determining the appropriate tax. Customer is otherwise responsible for and will pay all applicable customs, duties, sales, use, value added, withholding, or other taxes, federal, state or otherwise, however designated, which are levied or imposed because of the transactions contemplated by these Logfire Terms, excluding only taxes based on PSI's net income. If Customer is compelled to make a deduction or set-off for any such taxes, Customer must pay PSI such additional amounts as necessary to ensure receipt by PSI of the full amount PSI would have received but for the deduction.

#6.4 Credit Card Processing

For Orders that require payment by credit card, PSI uses a third-party credit card processing service to process payments. Customer consents to the use of such service and to the transfer of Customer's credit card details (including any personal data contained therein) to such third-party processors. Customer agrees to be bound by any separate terms applicable to the processing service. Customer's credit card will be charged fees automatically for Customer's use of Logfire Cloud at the end of each billing cycle. Currently, this third-party credit card processing service is Stripe, Inc.; the Customer is familiar and agrees to be bound by any third-party terms applicable to the Stripe service.

#6.5 Late Payments

Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full.

#6.6 Changes to Fee Schedules

We may change the fee schedule for a Logfire Cloud, including by increasing fees or charges, by updating the Site. In the event that we change the fee schedule for Logfire Cloud, the fees payable by you will increase or decrease in accordance with any such modification upon the date specified by the Site. You are deemed to accept the new fee schedule, and be responsible for any fees incurred under the new fee schedule, by continuing to use Logfire Cloud after the specified date.

#7.1

PSI may suspend Logfire Cloud immediately for a reasonable period of time in order to perform installation, change, or maintenance work to Logfire Cloud, including by itself or by the network or hosting providers or others used by PSI to implement Logfire Cloud.

#7.2

PSI may suspend, limit, or terminate the Customer's access to or use of Logfire Cloud, or may suspend, limit, terminate, or delete the Content and any other Customer data and services, including any backups thereof, immediately (a) due to a data security risk to Logfire Cloud; (b) we reasonably determine that your use of Logfire Cloud poses a risk to Logfire Cloud or to other users of Logfire Cloud; (c) we change the way we provide or discontinue any Logfire Cloud; (d) if law or administrative order requires us to do so; (e) if we become aware of or reasonably suspect any activities of Customer or its Authorized Users that infringe on the policies set out in Section 5 (Acceptable Use Policy); or (f) if we become aware of or reasonably suspect Logfire Cloud are used contrary to or for a purpose prohibited by these Logfire Terms, applicable laws, or administrative orders.

#7.3

PSI may suspend, limit, or terminate the Customer's access to or use of Logfire Cloud or Support Services, or may suspend, limit, terminate, or delete the Content and any Customer data and services, including any backups thereof, immediately if (a) if the Customer does not pay in full the fees due under these Logfire Terms by their due date; (b) PSI has reasonable belief that the Customer will not pay in full the fees due under these Cloud Terms by their due date; (c) the Customer does not have a valid payment method associated with its Account and is not within the term of a free trial; or (d) the Customer is within the term of a free trial or otherwise has not accrued any fees due under these Logfire Terms. This suspension or limited access may continue until the Customer has paid all fees in full and/or has associated a valid payment method with its Account. PSI may notify you with warnings before and may notify you after it takes any such action.

#7.4

PSI may suspend, limit, or terminate the Customer's access to or use of any Beta Offering, or may suspend, limit, terminate, or delete the Content and any Customer data and services associated with any Beta Offering, including any backups thereof, immediately at any time and for any reason.

#7.5

The Customer understands that Logfire Cloud are hosted by a third-party hosting provider used by PSI to implement Logfire Cloud. Such hosting providers may discontinue or modify their hosting at any time. PSI is not liable in any way for any discontinuation or modifications of such services provided by hosting providers or other subcontractors.

#7.6

If PSI suspends, limits, or terminates the Customer's access to or use of any portion or all of the Logfire Service, the Customer remains responsible for all fees incurred during the suspension and will not be entitled to any credit or refund.

#8.1

The terms of the PSI Data Processing Addendum (available here) (the "DPA") are hereby incorporated by reference and will apply to the extent any Content includes Customer Personal Data (as defined in the DPA). The DPA sets out how we will process Customer Personal Data on your behalf in connection with Logfire Cloud provided to you under these Cloud Terms. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Customer Personal Data as described in the DPA, including our security measures in Annex 2 of our DPA Standard Contractual Clauses.

#9.1 PSI Rights

PSI or its licensors retain all rights, title, and interest, including all Intellectual Property Rights, in and to Logfire Cloud; the Logfire Software, including all related and underlying technology and documentation; and any derivative works, changes, corrections, bug fixes, enhancements, updates, modifications, or improvements of any of the foregoing ("Modifications"), and including any Feedback (collectively, the "PSI Materials"). Except for the express limited rights set forth under these Logfire Terms, no right, title, or interest in any PSI Materials is granted to Customer. Customer acknowledges that the licenses granted in these Logfire Terms do not include the right to prepare any Modifications of the PSI Materials. PSI reserves all rights not expressly granted in these Logfire Terms. No rights are granted by implication.

#9.2 Feedback

You are not obligated to provide us with any suggestions, enhancement requests, recommendations, or other feedback about Logfire Cloud, PSI's products and services, or otherwise ("Feedback"), but if you do, PSI may freely use, incorporate, and modify such Feedback into Logfire Software, products, and services without any restriction or payment.

#10.1 Confidential Information

Each party shall retain in confidence all Confidential Information disclosed or made available by the other party. For purposes of these Logfire Terms, "Confidential Information" means any technical or business information disclosed by one party to the other party that: (a) if disclosed in writing, is marked "confidential" or "proprietary" at the time of such disclosure; (b) if disclosed orally, is identified as "confidential" or "proprietary" at the time of such disclosure, and is summarized in writing sent by the disclosing party to the receiving party within thirty (30) days after any such disclosure; or (c) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary. Notwithstanding any failure to so designate it, the PSI Materials are PSI's Confidential Information and Content is Customer's Confidential Information.

#10.2 Confidentiality Obligations

Each party shall (a) maintain the confidentiality of the other party's Confidential Information using at least a reasonable degree of care; (b) refrain from using the other party's Confidential Information except for the purpose of performing its obligations under these Logfire Terms; and (c) not disclose Confidential Information to any third party except to employees, subcontractors, and agent as is reasonably required in connection with these Logfire Terms and who are subject to confidentiality obligations at least as protective as those set forth in this Section 10.

#10.3 Confidentiality Limitations

The confidentiality obligations will not apply to any Confidential Information of the other party which (a) is now or hereafter becomes generally known or available to the public, through no act or omission on the part of the receiving party; (b) was known, without restriction as to use or disclosure, by the receiving party prior to receiving such information from the disclosing party; (c) is rightfully acquired by the receiving party from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or (d) is independently developed by the receiving party without access to any Confidential Information of the disclosing party. The receiving party may disclose Confidential Information to the extent required by any law or regulation or by order of a court or governmental body of competent jurisdiction, provided that the receiving party uses reasonable efforts to give the disclosing party reasonable advance notice of such required disclosure in order to enable the disclosing party to prevent or limit such disclosure ("Permitted Disclosures"). PSI will have no obligation under this Section 10 for any Content or other data that Customer transmits to Logfire Cloud in breach of Section 5 (Acceptable Use Policy).

#10.4 Other Confidentiality Terms

Each party shall immediately notify the other party of any unauthorized disclosure or use of any Confidential Information and assist the other party in remedying such unauthorized use or disclosure by taking such steps as are reasonably requested by such other party. The provisions of this Section 10 shall supersede any non-disclosure agreement by and between the Parties (whether entered into before, on, or after the Effective Date) that would purport to address the confidentiality and security of Content and such agreement shall have no further force or effect with respect to Content.

#10.5 Injunctive Relief

Any breach or threatened breach of this Section 10 may cause irreparable harm to the disclosing party for which there is no adequate remedy at law. Therefore, the disclosing party will be entitled to seek injunctive relief without the necessity of proving actual damages or posting a bond, in addition to any other remedies available at law.

#10.6 Confidentiality Period

The rights and obligations related to the Confidential Information shall survive the termination of these Logfire Terms for a period of three (3) years from such termination. Notwithstanding the foregoing, the receiving party's obligations with respect to Confidential Information will survive termination of this Agreement so long as the disclosing party is entitled to claim trade secret protections in the Confidential Information.

#12.1 Customer Indemnification

Customer will defend PSI and our Affiliates and licensors from and against any third-party claim, demand, or lawsuit (collectively, "Claims") arising out of or relating to (a) your use of the Logfire Service (including any activities under your Account and use by your employees and personnel) in breach of Section 5 (Acceptable Use Policy); (b) any breach of these Logfire Terms or violation of applicable laws, rules, or regulations by you, including in connection with Logfire Cloud; or (c) any Content or the combination of any Content with other applications, content, services, or processes, including any Claim involving alleged infringement or misappropriation of Intellectual Property Rights or other third-party rights. Customer will pay any damages, costs, losses, and expenses (including reasonable legal fees and other costs of defense) incurred by PSI in connection with any Claim, including but not limited to amounts paid by PSI to settle such Claim. If we or our affiliates are obligated to respond to a third-party subpoena or other compulsory legal order or process, you will also reimburse us for reasonable legal fees, as well as our employees' and contractors' time and materials spent responding to the third-party subpoena or other compulsory legal order or process at our then-current hourly rates.

#12.2 PSI Indemnification

PSI will defend Customer from and against any Claim arising out of the alleged infringement of a third party's Intellectual Property Rights by (a) PSI's observability technology used to deliver the Logfire Service, and (b) any Logfire Software expressly licensed under an Order (together, the "Logfire Technology"), and PSI will pay such damages or costs as are finally awarded against Customer or agreed to in settlement attributable to any such action. Notwithstanding the foregoing, PSI assumes no liability hereunder for any claim of infringement to the extent based on: (a) Content; (b) use of software other than a current, unaltered release of the Logfire Software, as provided by PSI to Customer; (c) the combination, operation, or use of the PSI Technology with equipment, devices, software, services, or data (including without limitation the Content) not supplied by PSI, if a claim would not have occurred but for such combination, operation, or use; (d) any alteration or modification of the Logfire Software or Logfire Cloud by a party other than PSI; (e) open source software; or (f) use of the Logfire Technology other than in accordance with the Documentation and these Logfire Terms. In addition to PSI's indemnity obligations, if the Logfire Technology becomes, or in PSI's opinion is likely to become, the subject of an infringement claim, PSI may at its sole option and expense and as Customer's sole and exclusive remedy, either: (a) procure for Customer the right to use the allegedly infringing element of the PSI Technology, at no charge to Customer; (b) replace or modify, in whole or in part, the Logfire Technology to make it non-infringing; or (c) terminate the applicable Order, and refund a pro rata portion of any fees pre-paid by Customer for the terminated Logfire Cloud. THIS SECTION SETS FORTH PSI'S ENTIRE LIABILITY AND OBLIGATION AND CUSTOMER'S SOLE REMEDY FOR ANY CLAIM OF INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS.

#12.3 Indemnification Procedures

Each party will provide the other with prompt notice of any claim. The failure of a party seeking indemnification (an "Indemnitee") to provide prompt notice to the indemnifying party (an "Indemnitor") relieves the Indemnitor of its obligation to defend and indemnify the Indemnitee only to the extent that the failure to provide notice materially harms the Indemnitor's ability to defend the claim. The Indemnitor will have sole control of the defense (including selection of counsel) and settlement of the claim, provided any settlement releases Indemnitee from all liability. The Indemnitee will provide the Indemnitor, at Indemnitor's expense, with all assistance, information, and authority reasonably required for the defense and settlement of the claim. The Indemnitee will preserve and will not waive legal, professional, or any other privilege attaching to any of the records, documents, or other information in relation to such claim without prior notification of consent by the Indemnitor. The Indemnitee has the right to retain counsel, at the Indemnitee's expense, to participate in the defense or settlement of any claim. The Indemnitor will not be liable for any settlement or compromise that an Indemnitee enters into without the Indemnitor's prior written consent.

#13.1

PSI and our affiliates and licensors will not be liable to customer for any indirect, incidental, special, consequential, punitive, or exemplary damages, or for (to the extent the following are not categorized as the foregoing excluded damages) for loss of business, contracts, revenue, profits, goodwill, production, anticipated savings, use, or data, or for any claim or demand by any other party, however caused and under any theory of liability (including contract, negligence or other tort, or intellectual property infringement) even if such party has been advised of the possibility of such damages.

#13.2

PSI and our affiliates and licensors will not be responsible for any compensation, reimbursement, or direct damages arising in connection with:

• (a) Your inability to use the Logfire Cloud;
• (b) The cost of procurement of substitute goods or services;
• (c) Any investments, expenditures, or commitments by you in connection with these logfire terms or your use of or access to the Logfire Cloud;
• (d) Any unauthorized access to or disclosure of, alteration of, deletion, destruction, damage, loss, or failure to store any of your content or other data; or
• (e) Any act or omission of a hosting provider.

#13.3

PSI and our affiliates' and licensors' aggregate liability under these Logfire Terms will be limited to (a) the amount you actually pay us under these Logfire Terms for Logfire Cloud that gave rise to the claim during the 6 months immediately preceding the incident giving rise to the claim, or (b) fifty thousand USD ($50,000), whichever is less. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.

#14.1 Term

These Logfire Terms commence on the Effective Date and will remain in effect until the termination or expiration of all Orders governed by these Logfire Terms, unless earlier terminated as provided below.

#14.2 Termination

These Logfire Terms begin on the Effective Date and will remain in effect until terminated in accordance with this Section 14. Unless you have entered into an Order stating otherwise, including a specific subscription period for the Order, Customer may terminate an Order or Logfire Cloud at any time by following the process in the Site or via APIs to "delete" Customer's purchased Logfire Cloud. The termination of an Order or Logfire Cloud will not automatically result in the termination of your Account and of these Logfire Terms. Unless you have entered into an Order stating otherwise, you may terminate your Account and these Logfire Terms by sending us a written notice of termination. Either party may terminate these Logfire Terms or an Order upon written notice in the event the other party materially breaches these Logfire Terms and such breach is not cured within thirty days after written notice of such breach. PSI may also terminate these Logfire Terms for convenience by providing you thirty days advance notice. Either party may also terminate these Logfire Terms immediately if the other party (a) terminates or suspends its business, or ceases to operate in the ordinary course; (b) makes an assignment for the benefit of creditors or similar disposition of its assets; (c) becomes subject to any bankruptcy, reorganization, dissolution, insolvency, or similar proceeding; (d) becomes insolvent or subject to direct control by a trustee, receiver, or similar authority; or (e) has wound up or liquidated, voluntarily or otherwise.

#14.3 Effect of Termination

Upon termination or expiration of these Logfire Terms, (a) all your rights and all our obligations under these Logfire Terms immediately terminate; and (b) you remain responsible for all fees and charges you have incurred up to and including the date of termination, which will become immediately due and will remain subject to the terms of Section 6. Upon termination of these Logfire Terms or expiration of an Order, Customer will immediately cease use of Logfire Cloud and Logfire Software, and if applicable, the Support Services. Customer is solely responsible for exporting Content from Logfire Cloud prior to expiration or termination of these Logfire Terms. We have no obligation to continue to store your Content from a Logfire Cloud, including in data backups, after you have terminated Logfire Cloud or after termination of these Logfire Terms. Customer acknowledges that following termination it will have no further access to any Content. Notwithstanding the above, upon termination or expiration of these Cloud Terms, the provisions of Sections 9, 10 (for the duration set forth in Section 10.6), 11, 13, 14.3, 15, and 16 will survive and continue in full force and effect.

#15.1 Relationship

We and you are independent contractors, and neither party, nor any of their respective Affiliates, is an agent of the other for any purpose or has any right or authority to assume or create any obligations or to make any representations or warranties on behalf of the other party, whether express or implied, or to bind the other party in any respect. Unless otherwise specifically stated, the terms of these Logfire Terms are intended to be and are solely for the benefit of PSI and Customer and do not create any right in favor of any third party.

#15.2 Assignment

Neither party may assign these Logfire Terms or any of its rights or obligations hereunder without the prior written consent of the other party, which shall not be unreasonably withheld, and any such assignment in violation of this Section shall be void, except that (a) either party may assign these Logfire Terms or rights granted hereunder to an Affiliate without the consent of the other party and (b) the transfer of these Logfire Terms or rights granted hereunder to a successor entity in the event of a merger, corporate reorganization, or acquisition shall not constitute an assignment for purposes of this Section.

#15.3 Governing Law

These Logfire Terms will be governed by the laws of the State of New York, without reference to the principles of conflicts of law. The Parties acknowledge and agree that these Logfire Terms relates solely to the performance of services (not the sale of goods) and, accordingly, will not be governed by the Uniform Commercial Code of any State having jurisdiction. In addition, the provisions of the Uniform Computerized Information Transaction Act and United Nations Convention on Contracts for the International Sale of Goods will not apply to these Logfire Terms.

#15.4 Consent to Jurisdiction

You must attempt to resolve any dispute related to these Logfire Terms informally, initially through our respective management, and then by non-binding mediation in New York County, New York. Any litigation related to these Logfire Terms shall be brought in the state or federal courts located in New York County, New York, and only in those courts and you irrevocably waive any objections to such venue. PSI retains the right to claim unpaid fees in a public court.

#15.5 Notice

All communications and notices to be made or given pursuant to these Logfire Terms must be in English. We may provide any notice to you under these Logfire Terms by posting a notice on the Site or by sending a message to an email address associated with your Account. You will be deemed to have received any email sent to an email address then associated with your Account when we send the email, whether or not you actually receive the email. To give us notice under these Logfire Terms, you must: Email us at [email protected].

#15.6 Trade Compliance

Customer will comply fully with all applicable export control and sanctions laws and regulations of any country (including the U.S.) having competent jurisdiction to ensure that no services, payments, or other deliverables provided under these Logfire Terms are: (i) provided to, purchased by, routed through, or used for the direct benefit of any party subject to the restriction of a sanctions or export denial list; (ii) used in any country or region subject to comprehensive sanctions ; (iii) used for any purpose prohibited under applicable export control and sanctions laws and regulations, including, but not limited to, nuclear, chemical, or biological weapons proliferation; or (iv) for any other use requiring a license or other governmental approval where such authorization has not been obtained. Customer will not provide to PSI any materials, information, software, technology, or technical data that is export controlled at a level higher than EAR99 under the U.S. Export Administration Regulations or on any other dual-use or munitions export control list. If PSI determines that Customer has breached its obligations under this section, becomes subject to sanctions or an export denial, uses a sanctioned bank for processing of payments under this agreement, or there is a change in applicable sanctions or export control laws that make performance of these Cloud Terms impermissible or practically infeasible, PSI shall have the right to suspend or terminate the Logfire Terms and Logfire Cloud, if continued performance could result in PSI being in violation, or subject to negative consequences, under the applicable export control and sanctions laws and regulations.

#15.7 U.S. Government Rights

The Logfire Cloud, Support Services, and Logfire Software, including all related Logfire technology and content, are "commercial computer software", "commercial computer software documentation", and/or "commercial items" as those terms are described in DFAR 252.227-7014(a)(1) and in the FAR at 48 C.F.R. 2.101, and they are provided for ultimate U.S. federal government end use solely with government technical data and software rights that include only those rights customarily provided to the public as defined in these Logfire Terms. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data -- Commercial Items) and DFAR 227.7202 (Commercial computer software and commercial computer software documentation).

#15.8 Third Party Software

In addition to the Logfire Software, PSI also makes available certain third-party open source software as identified in the applicable help, notices, about, or source files ("Third Party Software"). The Third Party Software shall be subject to the applicable open source license(s) and not these Logfire Terms. PSI makes no warranties, express or implied, and will not be obligated under Section 12 (Indemnification) with respect to any Third Party Software. To the extent the terms of open source licenses applicable to Third Party Software prohibit any of the restrictions in these Logfire Terms, such restrictions will not apply to such Third Party Software. To the extent the terms of open source licenses applicable to Third Party Software require PSI to make an offer to provide source code or related information in connection with the Third Party Software, such offer is made.

#15.9 Use of Name and Logo

PSI will obtain written agreement from any Customer before using their trade names, services marks, or logos in marketing materials, customer lists, press releases, articles, websites, advertisements, or other promotional activities.

#15.10 Force Majeure

You understand and agree that your use of Logfire Cloud may be delayed or interrupted by causes beyond our reasonable control, and we are not liable for any delay or failure to perform any obligation under these Logfire Terms, or any damages or consequences thereof, where the delay or failure results from any cause beyond our reasonable control. Such causes beyond our reasonable control include, without limitation, acts of God; acts or orders of government; changes in law or regulations; epidemics and pandemics; flood, fire, earthquakes, storms, or other elements of nature; blockages, embargoes, riots, civil unrest, acts of terrorism, or wars; strikes, lockouts, labor disputes, or other industrial disturbances; destruction of production facilities; systemic electrical, telecommunications or other utility failures; computer, telecommunications, the Internet, Internet service provider, hosting provider, or hosting facility failures or delays involving hardware, software, or power systems not within our possession or reasonable control; network intrusions or denial of service attacks; or any other cause, whether similar or dissimilar to any of the foregoing, that is beyond our reasonable control (individually or collectively as applicable, "Force Majeure"). A Force Majeure event suffered by a subcontractor of PSI shall also discharge us from liability, if the work to be performed under subcontracting cannot be done or acquired from another source without incurring unreasonable costs or significant loss of time.

#15.11 Entire agreement

These Logfire Terms constitute the entire agreement between the Parties relating to the subject matter of these Logfire Terms. Orders will be for the sole purpose of defining quantities, prices, and describing the services to be provided under these Logfire Terms, and Orders are incorporated as a part of these Logfire Terms to this extent only; all other terms in Orders are rejected. These Logfire Terms supersede all prior or contemporaneous representations, understandings, proposals, agreements, or communications between you and us, whether written or verbal, relating the subject matter of these Logfire Terms. You acknowledge that you have not relied on any representations other than those contained in these Logfire Terms. No waiver of any provision of these Logfire Terms will be effective unless in writing and signed by both Parties.

#15.12 Severability; Failure to Enforce

If any provision of these Logfire Terms is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to effect the intent of the Parties and will be reformed to the extent necessary to make such provision valid and enforceable. Our failure to enforce any provision of these Logfire Terms will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time.

#15.13 Amendments

We may amend these Logfire Terms at any time by posting a revised version on the Site or by otherwise notifying you by email. Amended Terms of Service become effective upon posting on the Site or as stated in our email notice message. By continuing to use Logfire Cloud after the effective date of any amendment to these Cloud Terms, you agree to be bound by the amended Terms of Service. Your sole remedy should you not agree with the altered Logfire Terms shall be to cease your use of Logfire Cloud and to comply with your termination obligations outlined in Section 14. Please check the Site regularly. We last amended these Logfire Terms on the date listed at the beginning of these Logfire Terms.

#Affiliate

Means an entity that a party, directly or indirectly, controls, an entity that controls a party or an entity that is under common control with a party. "Control" means ownership of at least fifty percent (50%) of the outstanding voting shares of the entity.

#Authorized User

Means employee, contractor, or individual that:

1. We authorize to access, view, or use the Services
2. Signs up for an Account in accordance with PSI's then current account registration procedures, and
3. Assents to these Logfire Terms or other applicable agreement with PSI.

#Content

Means all data and information transmitted to Logfire Cloud by Customer, its Authorized Users, or on Customer's behalf.

#Documentation

Means the standard user documentation for the Logfire Software and Logfire Cloud located here or at other locations as PSI may provide.

#Intellectual Property Rights

Means patent rights (including patent applications and disclosures), copyrights, trademarks, trade secrets, know-how, and any other intellectual property rights and all goodwill associated therewith, recognized in any country or jurisdiction in the world.

#Order

Means (a) an ordering document for a Logfire Cloud, Support Services, and/or any professional advisory and training services, agreed upon by the Parties, and referencing these Logfire Terms, or (b) Logfire Cloud selected and activated by Customer via the Site, including any selected Support Services.

#"Parties" and "Party"

Means PSI and the Customer jointly and separately.

#Site

Means the locations designated by PSI, which may include subdomains or subpages within PSI's websites, including logfire.dev and pydantic.dev, or other locations or methods of providing access to, use of, or information about Logfire Cloud or Logfire Software.

#Support Services

Means the applicable support and maintenance service that Customer purchases for Logfire Cloud, as may be more fully described in the Order and these Logfire Terms.

#Logfire Software

Means the Logfire Cloud software, the Logfire SDK and related Documentation.