1Password: 1Password's business terms add paid Professional Services and drop the right to cancel if setup fails

· · ·(i) Agreementmeans the Order Form and this Subscription Agreement and any other documents, such as, the 1Password privacy policy or the 1Password Data Protection Agreement attached hereto by reference.means the Order Form and this Subscription Agreement and any other documents, such as, the 1Password privacy policy or the 1Password Data Processing Agreement attached hereto by reference, and, where applicable, the applicable Professional Services Terms and any Statement of Work.(ii) Business Customersmeans Customers subscribed to 1Password Teams or Business accounts.(iii) Customer(iii) Custom Servicesmeans Professional Services that are not described in a Service Package and that are instead described in a Statement of Work.(iv) Customermeans all Customer's employees, contractors, agents, Customer’s affiliates, or any person who is an authorized user of the Services under this Subscription Agreement.(iv) Customer Data(v) Customer Datameans all electronic data or information submitted by Customer, Users and Partners via the Services.(v) Effective Date(vi) Deliverablemeans any work product or output expressly identified as a deliverable to be provided to Customer in the applicable Service Package description or Statement of Work.(vii) Effective Datemeans the date that appears on the Order Form.(vi) Employees(viii) Employeesmeans Customer's employees, consultants, contractors and agents.(vii) Malicious Code(ix) Malicious Codemeans viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.(viii) Order Formmeans the invoice or order form, as applicable, agreed to by the Parties in which this Subscription Agreement is referenced. The Order Form will include some or all of the following information: the name of Customer, Customer's address and billing information, the length of the Subscription Term, the fees due from Customer including applicable taxes, the Subscription Tier selected by Customer, and any professional services and support being purchased.(ix) Price Quote(x) Number of Usersmeans the number of members of subscription Services that Customer or its Users are authorized to use or access as indicated in the applicable Order Form or pursuant to Section 3.1.(xi) Order Formmeans the invoice or order form, as applicable, agreed to by the Parties in which this Subscription Agreement is referenced. The Order Form will include some or all of the following information: the name of Customer, Customer's address and billing information, the length of the Subscription Term, the fees due from Customer including applicable taxes, the Subscription Tier selected by Customer, and any Professional Services being purchased.(xii) Price Quotemeans the price quote included in the Order Form, and excludes applicable taxes.(x) Product Specific(xiii) Product SpecificTerms· · ·https://1Password.com/legal-center(xi) Servicesmeans subscription services that 1Password provides, including all related or underlying technology, code, know-how, logos, and templates, anything delivered as part of support or other services, and any updates, modifications or derivative works of any of the foregoing.(xii) Subscription Term(xiv) Professional Servicesmeans implementation, configuration, onboarding, training, and related professional services, excluding web-based support and self-guided onboarding resources, purchased by Customer under an Order Form.(xv) Professional Services Termsmeans (a) the 1Password Professional Services Addendum, available at [PSA URL]; or (b) where the parties have separately executed a written agreement that expressly governs the provision of Professional Services by 1Password, that agreement.(xvi) Service Packagemeans a standardized Professional Services offering described in the Service Package Catalog and purchased by Customer under an Order Form.(xvii) Service Package Catalogmeans 1Password's published catalog of standard Service Packages accessible at [LINK].(xviii) Servicesmeans subscription services that 1Password provides, including all related or underlying technology, code, know-how, logos, and templates, web-based support and self-guided onboarding resources, and any updates, modifications or derivative works of any of the foregoing. For the avoidance of doubt, Services does not include Professional Services.(xix) Statement of Workmeans a written document, separate from the Order Form, describing Custom Services to be provided under the applicable Professional Services Terms, executed by authorized representatives of both Parties.(xx) Subscription Termmeans the period beginning on the Effective Date and continuing until the end of the subscription of Services as specified in the Order Form, unless terminated earlier or renewed or extended as provided in this Agreement.(xiii) Number of Usersmeans the number of members of subscription Services that Customer or its Users are authorized to use or access as indicated in the applicable Order Form or pursuant to Section 3.1.(xiv) Users(xxi) Usersmeans individuals who are authorized by Customer to access and use the Services on behalf of Customer, and who have been supplied user identifications and login credentials by Customer. Users may include employees, consultants, contractors, agents or any authorized users of Customer.· · ·2.2 Support Services.1Password will provide standard support services as provided on the website at1Password makes web-based support resources and self-guided onboarding materials available through its support portal athttps://support.1password.com/. These resources are included in the subscription and do not constitute Professional Services. Professional Services are available separately pursuant to an Order Form or, for Custom Services, a Statement of Work, and are governed by the applicable Professional Services Terms.2.3 Customer Responsibilities.· · ·2.5 Additional Services.To the extent that Customer requires any additional products or services, such as customizations, program modifications or additions, professional services or professional consulting services, Customer may order such additional products and/or services pursuant to separate Order Form or written statement of work mutually agreed to by the Parties. Additional services (including, without limitation, professional services or professional consulting services) may be provided by 1Password upon the mutual agreement of the Parties for an additional fees and pursuant to a separate Order Form and a statement of work.To the extent that Customer requires additional products or services outside the scope of the subscription Services, Customer may order such products or services pursuant to a separate Order Form or, where applicable, a Statement of Work, mutually agreed to by the Parties.2.6 Professional Services.1Password may provide Professional Services to Customer pursuant to a separate Order Form and, for Custom Services, a Statement of Work. Professional Services are not included in the subscription and are governed by the applicable Professional Services Terms. Customer must maintain an active subscription to the Services in order to receive Professional Services.3. FEES AND PAYMENT· · ·. A Customer who purchases Subscription by way of an Order Form may at any time request additional Users during the Subscription Term. 1Password shall, on quarterly basis, reconcile Customer’s account for any additional Users. Fees associated with the additional Users shall be applicable from the Effective Date of a new Order Form for such additional Users and Fees shall be due payable within 30 days of the Effective Date. For the avoidance of doubt, all renewals shall be invoiced at the applicable number of Users in place at the conclusion of the prior Subscription Term.3.2 Additional Services or Professional Services; Expenses.Customer and 1Password may enter into a statement of work for additional services or professional services and any applicable expenses. The statement of work will include terms related to such additional services or professional services, or any expenses. A separate Order Form shall be agreed and executed between the Parties for such additional services or professional services, as applicable.3.2 Professional Service Fees and Expenses.Where Customer purchases Professional Services, the applicable fees and scope will be set out in an Order Form and, for Custom Services, a Statement of Work executed by authorized representatives of both Parties. Professional Services are governed by the applicable Professional Services Terms. Customer will reimburse 1Password for any expenses pre-approved in writing in connection with Professional Services, as set out in the applicable Order Form or Statement of Work.3.3 Invoicing and Payment.· · ·4.2 Restrictions.Customer shall not at any time, directly or indirectly, and shall not permit any User or Partner to (i) permit any third party to access or use the Service except as permitted herein or in an Order Form, (ii) copy, modify or create derivative works based on the Services or the Documentation, (ii) rent, lease, lend, sell, license, sublicense, publish, frame, mirror or otherwise distribute any part or content of the Services or Documentation, (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part, or (iv) access the Services in order to (a) build a competitive product or service, or (b) copy any content, features, functions or graphics of the Services.Customer shall not at any time, directly or indirectly, and shall not permit any User or Partner to (i) permit any third party to access or use the Service except as permitted herein or in an Order Form or applicable Statement of Work, (ii) copy, modify or create derivative works based on the Services or the Documentation, (iii) rent, lease, lend, sell, license, sublicense, publish, frame, mirror or otherwise distribute any part or content of the Services or Documentation, (iv) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any content, features, functions or graphics of the Services.4.3 License to Feedback.· · ·9.1 Term of Agreement.Subject to Section 9.2 below, this Agreement commences on the Effective Date and continues until the expiration of the Subscription Term specified in the Order Form. Except if the Parties have agreed and stated otherwise in an Order Form, this Agreement and the Order Form shall automatically renew. The Parties may renew an Order Form for changes to the pricing, the number of Users, change in Services from Teams to Business accounts etc.Subject to Section 9.2 below, this Agreement commences on the Effective Date and continues until the expiration of the Subscription Term specified in the Order Form. Except if the Parties have agreed and stated otherwise in an Order Form, this Agreement and the Order Form shall automatically renew. For the avoidance of doubt, purchases of Professional Services do not automatically renew under this Section. The Parties may renew an Order Form for changes to the pricing, the number of Users, change in Services from Teams to Business accounts etc.9.2 Termination for Cause.A Party may terminate this Agreement for cause (i) upon thirty (30) days' written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Notwithstanding the foregoing, if at any time Customer is not satisfied with 1Password's implementation services or setup of the Services or otherwise believes that 1Password has failed to satisfactorily complete the setup of the Services, then Customer's sole remedy shall be to notify 1Password of the failure or its dissatisfaction and 1Password shall then use commercially reasonable efforts to correct the implementation services or to properly setup the Services. If the Parties agree that 1Password is unable to complete the setup of the Services as originally agreed by the Parties under this Agreement and related Order Form, then Customer may terminate this Agreement upon written notice to 1Password.A Party may terminate this Agreement for cause (i) upon thirty (30) days' written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.9.3 Refund or Payment upon Termination.· · ·11.9 Entire Agreement.This Agreement, including the 1Password Privacy Policy, the Data Processing Agreement constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing that specifically references this Agreement and is signed by the Party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the contrary therein, no terms or conditions stated in any Customer purchase order or in any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.This Agreement, including the 1Password Privacy Policy, the Data Processing Agreement, and, where applicable, the applicable Professional Services Terms, Service Package description, and any Statement of Work constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing that specifically references this Agreement and is signed by the Party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the contrary therein, no terms or conditions stated in any Customer purchase order or in any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.11.10 Order of Precedence.To the extent of any conflict, ambiguity or inconsistency between the provisions in the body of this Agreement and absent an express statement of exclusion of a particular provision of another document or an express statement that one provision in another document takes precedence over another or applies notwithstanding the other (in which case, the express statement of exclusion, precedence or application shall first be given effect), the terms of such documents shall prevail in the following descending order of precedence: (i) the Data Processing Agreement, (ii) the Order Form with respect to the terms pertaining to the Subscription Term, the Effective Date, Number of Users, billing, pricing, Services description and choice of Governing Law, and (iii) these Subscription Terms of Service.In the event of a conflict between the documents governing this Agreement, they shall prevail in the following descending order of precedence: (i) the Data Processing Agreement, for data protection matters; (ii) the applicable Professional Services Terms and any related documents (including the applicable Order Form, Statement of Work, or Service Package description for those services), for matters relating to Professional Services, in the order of precedence set out in the applicable Professional Services Terms; (iii) the Order Form, for subscription pricing, the Subscription Term, the Effective Date, Number of Users, billing, Services description, Service dates and choice of Governing Law; and (iv) these Subscription Terms of Service, for all other matters.Change Log<DATE>Added language about our Professional Services launch.<DATE>