GxPaaS Products Terms of Service

Effective Date: June 15, 2025

This GxPaaS Products Terms of Service (“Terms”) governs the access and use of GxPaaS Products by Customer purchased pursuant to an Order. These Terms are provided pursuant to the Enterprise Services Agreement (“Agreement”) in effect between the parties and, upon execution of an Order for GxPaaS Products, is incorporated into the Agreement as of Customer’s first access to or use of GxPaaS Products. Capitalized terms not defined below have the meaning given to them in the Agreement. All terms and conditions of the Agreement apply to these Terms unless expressly stated otherwise. Should a conflict exist between these Terms, any applicable Order, and the Agreement, the order of precedence is (1) the Order, (2) these Terms, then (3) the Agreement.

1. GxPaaS Products

The User Fees, User Seats, and other limitations applicable to Customer’s purchase and use of GxPaaS Products will be specified in an applicable Order. GxPaaS reserves the right, upon prior notice, to amend, modify, and stop providing GxPaaS Products to Customer or create usage limits for GxPaaS Products at any time in GxPaaS’s sole discretion; provided, however, that GxPaaS will not materially limit the features or functionality of GxPaaS Products without providing a pro-rata reduction in User Fees.

2. Access to GxPaaS Products

Subject to the terms and conditions of the Agreement as supplemented by these Terms, the payment of all applicable User Fees, and any limitations set forth in any incorporated agreements and policies, GxPaaS hereby grants Customer a non-exclusive, non-transferable, non-assignable, non-sublicensable, and revocable right to access and use GxPaaS Products for Customer’s internal business purposes only

3. Reservation of Rights

The rights granted under these Terms are for the Customer only, and Customer may not transfer or otherwise share its rights under these Terms with any third parties other than Authorized Users. The rights granted in these Terms are limited to GxPaaS’s and its licensor's intellectual property rights in GxPaaS Products. GxPaaS, its licensors, or designees reserve all rights not expressly granted in these Terms or the Agreement.

4. Authorized Users

Customer may grant access to all or portions of GxPaaS Products to its employees and contractors (“Authorized Users”). GxPaaS Products may be sold based on the User Seats specified in an Order, and in such a case, Customer may only assign Authorized Users up to the applicable User Seats for which all applicable User Fees are paid. GxPaaS is not liable for any errors in the assignment of user roles or permissions granted by Customer and is not responsible for any intentional or unintentional access to or the alteration, deletion, or misuse of Customer Data by any Authorized User or any other individual who accesses Customer Data through Customer.

5. Customer Responsibilities

Customer is responsible for its and its Authorized Users’ compliance with these Terms and all acts and omissions while using GxPaaS Products, including all actions or inactions taken due to the functions or features provided by GxPaaS Products. Customer: (i) shall use commercially reasonable efforts to prevent unauthorized access or use of GxPaaS Products; and (ii) shall use GxPaaS Products only according to these Terms, the applicable Order, the terms in the Agreement, the terms of any incorporated agreements and policies, and all applicable laws and government regulations, including without limitation, all laws relating to intellectual property rights, nondiscrimination, technology export, privacy, and data security laws, and will not take any action that harms or violates the rights of any person or entity. Without limiting the generality of the foregoing, Customer is responsible and liable for: (a) compliance with all privacy laws applicable to the collection, storage, transfer, and use of Customer Data through GxPaaS Products, including all proper requests for disclosure and deletion of Customer Data requested by Customer’s Authorized Users, if applicable; and (b) all uses of GxPaaS Products resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of these Terms.

6. Restrictions

Without limitation, Customer and its Authorized Users agree to not:

Reproduce, duplicate, copy, sell, rent, lease, resell, or exploit for commercial purposes any portion of GxPaaS Products without GxPaaS’ express written consent;
Share nonpublic features of GxPaaS Products or any content contained in GxPaaS Products with any third party;
Use GxPaaS Products in any way to discriminate against any individual or class of individuals protected under federal, state, or local laws, or which may have a discriminatory impact against any individual or class of individuals, or which otherwise promotes illegal, racist, or discriminatory activities or outcomes;
Use GxPaaS Products in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other rights of any person or that violates any applicable law;
Modify or create derivative works based on GxPaaS Products;
Remove or alter any copyright, watermark, attribution marks, or other proprietary notices on GxPaaS Products or contained in the software used to provide GxPaaS Products;
Upload, download, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware, or telecommunications equipment;
Disrupt or interfere with the security of, or otherwise abuse, GxPaaS Products, system resources, accounts, servers, or networks connected to or accessible through GxPaaS Products or linked to GxPaaS Products;
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the software used to provide GxPaaS Products;
Access, tamper with, or use non-public areas of GxPaaS Products. Unauthorized individuals attempting to access these areas of GxPaaS Products may be subject to prosecution;
Use any robot, spider, zombie, scraper, or other automated means to access GxPaaS Products for any purpose;
Use GxPaaS Products for competitive analysis or similar purposes;
Access GxPaaS Products to build, or help others build, a similar or competitive product; or
Frame or link to GxPaaS Products except as permitted in writing by GxPaaS.

Without limiting any of GxPaaS’ other rights or remedies, any violation of this Section will result, without notice, in the immediate termination of Customer’s right to access all GxPaaS Products.

7. Suspension

GxPaaS may, upon notice to Customer, suspend or terminate Customer’s right to use GxPaaS Products at any time if, in GxPaaS’ discretion, use of GxPaaS Products violates these Terms or applicable laws or if GxPaaS otherwise reasonably believes that Customer’s use of GxPaaS Products could cause damage to GxPaaS Products, the rights of other users, or for any other reason, even if not outlined in these Terms. Customer must cease all use of GxPaaS Products upon termination of its right to use GxPaaS Products. GxPaaS’s right to terminate Customer’s right to access or use GxPaaS Products does not limit GxPaaS’s right to seek any other remedy under these Terms, the Agreement, or at law. Termination of these Terms for any reason does not impact either party’s rights or obligations related to the use of GxPaaS Products before termination, and each party continues to be bound by these Terms after termination for all use of GxPaaS Products occurring before such termination.

8. Data Hosting

Unless otherwise specified in a separate agreement, GxPaaS processes and stores all Customer Data uploaded or transmitted through GxPaaS Products in the United States. If Customer provides access to GxPaaS Products or Customer Data to GxPaaS personnel, such as when making a support request, the applicable GxPaaS personnel may be located in a country not specified in these Terms. By providing such access, Customer assumes all risks related to processing of Customer Data in the location of the applicable GxPaaS personnel.

9. Disclaimer of Warranties

GXPAAS PRODUCTS ARE A LIMITED-RELEASE OFFERING AND ARE NOT AT THE LEVEL OF PERFORMANCE OF A COMMERCIALLY AVAILABLE PRODUCT. GXPAAS PRODUCTS MAY NOT OPERATE CORRECTLY AND BE SUBSTANTIALLY MODIFIED FROM THE FULL COMMERCIAL VERSION. GXPAAS PRODUCTS AND ANY DOCUMENTATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND GXPAAS AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PURPOSE. NO ORAL OR WRITTEN ADVICE OR CONSULTATION GIVEN BY GXPAAS OR ITS AGENTS WILL GIVE RISE TO A WARRANTY. THE ENTIRE RISK ARISING OUT OF THE USE OF GXPAAS PRODUCTS REMAINS WITH CUSTOMER.

10. Limitation of Liability

NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR CUSTOMER’S ACCESS OR USE OF GXPAAS PRODUCTS, HOWEVER CAUSED AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL GXPAAS’S TOTAL LIABILITY UNDER THESE TERMS EXCEED THE FEES PAID BY CUSTOMER RELATED TO THE USE OF GXPAAS PRODUCTS.

11. Technology Export

Customer shall not, and shall ensure its Authorized Users do not, export GxPaaS Products or otherwise remove them from the country where they were obtained except in compliance with all applicable laws and regulations. Without limitation, Customer shall not permit any third party to access or use GxPaaS Products in a country subject to a United States embargo or anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List.

12. Government Users

If GxPaaS Products are acquired with U.S. Federal Government funds, or if Customer is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of GxPaaS Products, or any related documentation of any kind, including technical data or manuals is a "commercial item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995), as applicable. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government end users acquire GxPaaS Products with only the rights provided in these Terms.