Terms of Service — terms

·Terms of Service

·Effective Date: 15 February 2026 For prior version, please click here

·These terms of service and the Privacy Notice(s) below (together, these "Terms") form a contract between You and CHARGEBEE INC. (referred to as "Us", "We", "Our") and govern Your right to access the Websites and the use of and access to the Services by You, Your Affiliates, Users and End-Customers as part of a Subscription during the Term. By accessing or using the Services or Websites or authorizing or permitting any User or End-Customer to access or use the Services or Websites, You are agreeing to be bound by these Terms. In the event of a conflict between these terms of service and Our Privacy Notice, these terms of service shall prevail. If You are using Our Services for an organization, You are agreeing to these Terms on behalf of that organization and in these Terms, "You" or "Your" refers to that organization. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and should not access or use the Services and/or Websites.

·In these Terms, You and We are individually referred to as a "Party" and collectively as "Parties". You, as an individual, must be eighteen (18) years or older to access the Websites and register for and use the Services.

11 Definitions

·When used in these Terms with the initial letters capitalized, in addition to the terms defined elsewhere in these Terms, the following terms have the following meanings:

·Account: means any accounts or instances created by or on behalf of You for access and use of the Services. For the avoidance of doubt, reference to an Account herein refers to (i) Your trial account where a live account has not been activated; or (ii) Your trial account and live account where the live account has been activated.

·Affiliate: means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, so long as such Control exists. For the purposes of this definition, "Control" means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such a person, whether through the ownership of voting securities, by contract, or otherwise.

·Applicable Data Protection Law: means the data protection laws and regulations in effect and applicable to the Processing of Personal Data under this DPA, including as relevant Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR), the aspect of the GDPR as saved into the United Kingdom under the United Kingdom European Union (Withdrawal) Act 2018 (UK GDPR), California Consumer Privacy Act of 2018 (CCPA), and other data protection laws and regulations, as amended from time to time.

·Data Processing Addendum: means the data processing addendum available here as updated periodically and which is incorporated into these Terms by reference; or a separate addendum that the Parties have executed in this regard, as the case may be, pursuant to which We shall Process Personal Data forming part of Your Service Data.

·Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Services provided or made available by Us to You or Users through the Services or otherwise. You may use the Documentation solely in connection with Your use of the Services.

·End-Customer: means Your customers and/or any person or entity other than You or Users with whom You interact using the Services.

·Personal Data: means "personal data", "personally identifiable information" or equivalent term under the Applicable Data Protection Laws and is limited to the Personal Data forming part of the Service Data that We process on Your behalf.

·Pricing Agreement: means a pricing agreement or an online check-out or sign-up form referencing these Terms and executed or approved by You and Us with respect to Your Subscription, which agreement may detail, among other things, the Plan applicable to a Subscription, the associated Subscription Fees and other details of the Subscription.

·Pre-Release Offerings: means features, functionalities or product offerings that are classified by Us as "beta", "early access", "EAP", "limited availability", or "pre release". It does not include any feature, functionality or product offering that has been re-classified by Us as generally available, even though it was previously a Pre-Release Offering.

·Privacy Notice: means Our privacy notice available here as updated periodically and which is incorporated into these Terms by reference.

·Plan: means the pricing plan that You choose in connection with a Subscription for the associated functionality and services.

·Sensitive Data: means any special or sensitive categories of data defined by the legal framework of any applicable jurisdiction as requiring special care, additional protections, or limited processing. Sensitive Data includes, racial or ethnic origin; religious or philosophical beliefs; political affiliations or opinions; trade union membership; health data; sexual orientation; gender identity; disabilities; background check results; government and national identification numbers (including tax identification numbers); payment card numbers and similar bank/financial account information; passwords and other credentials; biometric identifiers; web browsing histories; and complete dates of birth (i.e., year, month, and day); employment, or genetic information; criminal history; mother's maiden name or any other information or combinations of information that is deemed sensitive under the legal framework of any applicable jurisdiction.

·Services: means Our cloud-based billing platform and related products and services that You subscribe to, and/or any new services or features that We may introduce as a Service to which You may subscribe to, and any updates to the Services, including individually and collectively, any software, APIs and Documentation.

·Service Data: means all electronic data, information, text, messages or other materials, including Personal Data of End-Customers and Users, submitted to the Services through an Account in connection with Your access and use of the Services.

·Subscription: means Your subscription to the Services through a Plan of Your choice for Your access and use of an Account. You may have multiple Subscriptions for the various Services offered by Us which may be subject to separate and distinct Plans and/or Pricing Agreements.

·Subscription Fee: means the fee payable by You to Us for access to the Services under these Terms and any relevant Pricing Agreement(s).

·User: means those individuals and/or entities You authorize as users, such as Your employees or Affiliates, within an Account to use the Services by way of designated login credentials.

·Websites: means the websites that We operate.

22 The Services

2.12.1. Chargebee Services. This Agreement governs Your right to access and use the Services as part of a Subscription during the Term. Subject to Your (including Your Users' and End-Customers') compliance with this Agreement and solely during the Term, We grant You a limited, non-exclusive, non-transferable, non-assignable (except to the extent expressly permitted herein), worldwide (subject to applicable law) and revocable right to access and use the Services that You have subscribed to for Your own internal business purposes.

2.22.2. Pre-Release Offerings.

2.2.12.2.1. Access and Use. We may from time to time make available certain Pre-Release Offerings to You and You may choose to use such Pre-Release Offering at Your choice. All restrictions and Your commitments under this Agreement shall apply to Your access and use of Pre-Release Offerings. By using the Pre-Release Offerings, You acknowledges and agrees that: (i) the Pre-Release Offerings shall be used only for evaluation and testing purposes; (ii) We provide the Pre-Release Offerings on an "AS IS" and "AS AVAILABLE" basis, without any warranties; (iii) We shall not be liable for any liability arising from or relating to the Pre-Release Offerings, including Your use or inability to use such Pre-Release Offerings; (iv) any feedback provided on the Pre-Release Offerings is Our property to use without obligation to You or any other third party; and (v) any and all information pertaining to the Pre-Release Offerings shall be deemed to be Our Confidential Information. You further understand that a Pre-Release Offering may be made generally available in some countries while it is still classified as Pre-Release Offering in others.

2.2.22.2.2. Availability and Updates. You understand that Pre-Release Offerings are still in development, may have bugs or errors, may be feature incomplete, and may be subject to material change. We have no obligation whatsoever to provide any support, bug fixes, error corrections, patches, or service packs for, or any revisions, successors, or updated versions to, the Pre-Release Offerings, or any part of them. We may make updates, changes, repairs, or conduct maintenance at any time, and with or without notice, which may result in changes in the availability or quality of the Pre-Release Offerings. In addition, We may suspend access to the Pre-Release Offerings with or without notice, including if We reasonably believe that (a) suspending the Pre-Release Offerings is required by applicable Law; (b) continuing to provide the Pre-Release Offerings would place Us in breach of any obligation We owe to a third party; or (c) We determine that continuing to provide the Pre-Release Offerings would give rise to an unacceptable security or privacy risk. We may also terminate access to the Pre-Release Offerings if We, in our sole discretion, stop offering the Pre-Release Offerings completely.

2.2.32.2.3. Fees. We may, at its discretion, provide Pre-Release Offerings free of charge. We may charge fees for Your use of Pre-Release Offerings at any time (a) upon thirty (30) days' advance notice to You; or (b) after it is re-classified as generally available.

33 Your Responsibilities

3.13.1. Account Activities. You are solely responsible for: (i) Your Users' and End-Customers' access and use of the Services in compliance with this Agreement; (ii) providing Us with and keeping current complete and accurate registration and Account information; (iii) maintaining the confidentiality of unique login information, credentials and passwords associated with its Account, and the privacy and security of its Account; (iv) all activities that occur within its Account and notifying Us immediately of any unauthorized access or use of its Account, log-in information, credentials or passwords, or any unauthorized activity in its Account; (v) ensuring that its use of the Services to store, process and transmit Service Data is compliant with applicable laws and regulations, including Applicable Data Protection Laws; (vi) immediately ceasing use of the Services for a prohibited activity or purpose if We inform You that a specified activity or purpose is prohibited with respect to the Services; (vii) the accuracy, quality and legality of Service Data, the means by which You acquired Service Data and Your use of Service Data with the Services or Third-Party Integrations; and (viii) determining whether the Services or the information generated thereby is accurate or sufficient for Your purposes. You must comply with all applicable laws and regulations with respect to Your activities while using the Services.

3.23.2. Your Conduct while using the Services. You agree, on behalf of Yourself and Your Users, not to (i) use the Services or permit the Services to be used to perform any billing, processing of data, or any related services for any third party, or otherwise license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than Users and End-Customers in furtherance of Your internal business purposes as expressly permitted by these Terms; (ii) use or permit the use of the Services or any software, hardware, application or process in a manner that interferes, disrupts, or otherwise breaches the security, integrity, policies or procedures of the Services, or any servers, systems or networks connected to the Services, or harasses or interferes with Our other customers' use and enjoyment of the Services; (iii) attempt to decipher, decompile, reverse engineer, disassemble, reproduce, copy or otherwise access or discover or attempt to derive the source code or underlying program of any software making up the Services or gain unauthorized access to the Services or Our other customers' accounts, servers, systems or networks; (iv) falsely imply any sponsorship or association with Us; (v) remove, modify, infringe upon, or misuse any trademarks, trade names, service marks, service names, logos or brands, copyright or other proprietary notices on the Services or the Documentation, or add any other markings or notices to the Services or the Documentation; (vi) use the Services to post, transmit, upload, link to, send, or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, discriminatory, or promotes financial exploitation, depiction of sexually explicit images, or otherwise engage in criminal or illegal activity, including without limitation the use foul and/or vulgar language or engaging in aggressive, abusive or malicious behavior, either verbal or physical, that would harm, ridicule, embarrass, defame, harass, or intimidate any of Our personnel; (vii) modify, port, adapt, translate or create any derivative work based upon the Services or the Documentation or use the Services to evaluate its functionality or performance for competitive purposes, including for developing any similar application, product or service; (viii) use the Services to store or transmit any Sensitive Data unless expressly agreed to otherwise in writing by Us; (ix) use the Services to post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, worms or cancelbots or any other similar harmful software ("Malicious Software"); (x) use the Services for the purposes of cookie tracking, ad exchanges, ad networks, data brokerages, pyramid schemes, or sending electronic communications (including unsolicited e-mails) in violation of applicable law; (xi) use or attempt to use the Services in a manner that is unlawful, fraudulent, or in violation of applicable laws and regulations, including PCI DSS, or in violation of third party rights, these Terms, the Documentation or API policies; or (xii) access or use the Services if You are a competitor of Us or our Affiliates.

3.33.3. Unauthorized Activity. In the event of a breach of this Section 3, including any suspected unauthorized activity on Your Account, We may immediately suspend Your access to the Services upon notice if We reasonably determine that a breach of this clause has occurred that threatens the security, integrity, or continued operation of the Services. We will work with You in good faith to resolve the underlying issue and restore the Services promptly. You agree to cooperate with Us in any investigation into any such unauthorized activity and where the breach remains uncured post a mutually agreed cure period, We reserve the right to terminate the Subscription and/or this Agreement with immediate effect.

44 Intellectual Property Rights

4.14.1. All right, title and interest in and to all of Our patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and other intellectual property and/or proprietary rights in or related to the Services, including the Websites, Documentation, and all developments, improvements, and enhancements of or to the Services as well as any derivative works thereof (collectively, "Our Intellectual Property Rights"), are owned or licensed by and shall remain exclusively with Us and/or the Service Providers (defined below). Subject to the limited rights expressly granted by Us to You in Section 2 of these Terms, You do not have any right, title to or interest in Our Intellectual Property Rights. You hereby grant Us (i) a limited license to process and disclose Service Data for the purposes of and as permitted under these Terms; (ii) a fully paid-up, royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to request and incorporate any feedback, suggestions, recommendations, enhancement requests about the Services that You may provide Us; and (iii) a fully paid-up, royalty-free, worldwide, transferable license to use Your name and logo to identify You as Our customer on the Websites or in other sales or marketing materials, provided that We will not issue any press release without Your prior consent.

4.24.2. If We reasonably believe that Your use of the Services is likely to be enjoined, or if the Services are held to infringe a valid United States patent, copyright or trademark and all use of such Services by You is thereby enjoined, We shall, at Our expense and sole option, (i) procure for You the right to continue using the Services as set forth hereunder, (ii) replace the Services with other non-infringing services or software of substantially equivalent functionality or (iii) modify the Services so that there is no infringement, provided that such modified services or software provides substantially equivalent functionality. If, in Our reasonable opinion, the remedies above are infeasible or commercially impracticable, We may terminate these Terms upon written notice to You. This Section 4.2 sets forth Your sole and exclusive remedy and Our sole, exclusive and entire obligation and liability with respect to Our Intellectual Property Rights.

55 Service Providers, Third-Party Integrations & Content

5.15.1. Service Providers. We may engage certain third parties to assist in the provision of Services (each a "Service Provider"), whose products or services form an integral part of the Services that We provide, or otherwise support Us in the performance of Our rights and obligations under this Agreement. The products and services provided by the Sub-Processors do not include any of the Third-Party Integrations (as defined below). Where You use an iPaaS platform that We have made available to You, You shall be additionally bound by the iPaaS Platform Supplemental terms available here.

5.25.2. Third-Party Integrations and Third-Party Content. You may at Your discretion, (a) integrate with the Services certain third-party integrations, products and services ("Third-Party Integrations"); or (b) use links in the Services to third-party websites, resources or content ("Third-Party Content"), whereby each of such service or content is governed by the respective third party's terms and privacy policies. We do not warrant, endorse or assume any liability or responsibility with respect to Third-Party Integrations or Third-Party Content, including Your enablement or use thereof, any sums due or transactions thereunder, or provision of any support. You agree to address any comments, queries, complaints or feedback about such Third-Party Integrations and Third Party Content with the respective third-party provider of the Third-Party Integrations or Third Party Content. By enabling the Third-Party Integrations, You understand that data may flow between the Services and the Third-Party Integrations. You represent and warrant that Your use of any Third-Party Integration signifies Your independent consent to the access and use of Service Data by the Third-Party Integration provider and Our receipt of information from such Third-Party Integration Provider, and that any use and access of Service Data by such Third-Party Integration Provider is outside of Our control. We will not be responsible or liable for any disclosure, modification or deletion of Service Data or data in the third-party service resulting from such Third-Party Integration. Further, We shall not be liable for inadequacy of or irregularity in the Services caused by (i) any circumstance beyond Our reasonable control, including failures in telecommunications, internet, internet service provider or hosting facilities, power shortages or acts undertaken by third parties, including without limitation, denial of service attacks; (ii) sub optimal functionality, availability or downtime of Your payment gateway and/or Third-Party Integration(s); or (iii) Users', End-Customers', or Your use of the Services in an unauthorized, improper or unlawful manner, including any misuse or modification or damage of the Services caused by You, Users or End-Customers, or any breach of this Agreement by You or Users (collectively, "Third-Party Events").

66 Billing and Payments

6.16.1. Subscription Fees, Payment, Taxes, and Refunds. You shall be charged the Subscription Fee based on the Plan You choose for the Services. Unless otherwise specified in these Terms or in a Pricing Agreement, the Subscription Fees are (i) payable and due in full immediately upon each due date with respect to a Subscription until Your Subscription is terminated in accordance with these Terms; (ii) non-refundable; and (iii) exclusive of any taxes, levies, duties, fees or other amounts assessed or imposed by any government authority, for which You are solely responsible. You authorize Us and/or Our authorized agents, as applicable, to bill and automatically charge You the Subscription Fee, including for any Renewal Subscription Term (as defined below). You must notify Us of any change in Your payment account information, either by updating Your Account or via e-mail to support@chargebee.com.

6.26.2. Delayed Payments/Non-payment of Subscription Fees. Where We do not receive payment towards the Subscription Fees within the due date for a Subscription, You shall be notified of such non-payment. We must receive payments within a maximum of thirty (30) days from the date of Our notice to You, failing which, in addition to Our right to other remedies available under law, We may (i) charge an interest for late payment at 1.5% per month on the outstanding balance; (ii) suspend Your access to and use of the Services until We receive Your payment towards the outstanding Subscription Fees; and/or (iii) terminate the Subscription in accordance with these Terms. In the event You in good faith dispute any charges invoiced by Us, You shall promptly pay all undisputed charges within the due date, and shall notify Us in writing of any such disputed amounts within thirty (30) days of the due date, identifying in reasonable detail Your reasons for the dispute and the nature and amount of the dispute. All amounts not timely and appropriately disputed by the due date shall be deemed final and not subject to further dispute.

6.36.3. Upgrades. You may upgrade between the Plans during the Term, but not downgrade. Upon upgrade, the new Subscription Fees for the subsisting month would be charged on a prorated basis and shall be payable in accordance with Section 6.1. Subsequent months will be charged in full according to the new Subscription Fees and any credits will be adjusted appropriately.

77 Term, Termination and Suspension

7.17.1. Term and Termination.

7.1.17.1.1. Term. Unless otherwise contained in a Pricing Agreement or Plan, a Subscription is valid for a period of twelve (12) months from the 'Subscription Start Date' set forth in a Pricing Agreement ("Initial Subscription Term") and shall renew automatically for the same period as the current Term ("Renewal Subscription Term") unless terminated by either Party in accordance with these Terms. For the purposes of these Terms, "Term" shall mean the Initial Subscription Term and any Renewal Subscription Term(s).

7.1.27.1.2. Multi-Year Renewals. If Your Term is for a period of more than twelve (12) months ("Multi-Year Term"), including where Your Invoice Volume (as defined in the Pricing Agreement) and/or Subscription Fees are aggregated, upon expiration of the Multi-Year Term Your Subscription shall automatically renew for a Renewal Subscription Term for the same duration as its current Multi-Year Term applying the Services, Subscription Fees, add-ons, and feature set of the final twelve (12) months of the Multi-Year Term to each year of the Renewal Subscription Term, unless terminated by either Party in accordance with these Terms.

7.1.37.1.3. Non-Renewal. Unless otherwise contained in a Pricing Agreement or Plan, to discontinue renewal of or otherwise modify a Subscription, including to request a downgrade in Services or provide notice of an increase in Subscription Fees, either Party must notify the other Party in writing ninety (90) days prior to the expiration of the subsisting Term. For the avoidance of doubt, such discontinuation or modification will not have any effect on the subsisting Term and the associated payment obligations.

7.1.47.1.4. Breach. Either Party may terminate the relevant Subscription(s) or these Terms for the other Party's material breach of these Terms where such material breach has not been cured within thirty (30) days of notice by the aggrieved Party to the defaulting Party. Where the aggrieved Party reasonably believes a material breach cannot be cured, these Terms may be terminated with immediate effect.

7.1.57.1.5. Insolvency. Notwithstanding anything contained herein, either Party may terminate these Terms upon written notice if the other Party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such Party (except for involuntary bankruptcies which are dismissed within sixty (60) days), or has a receiver or trustee appointed for substantially all of its property.

7.1.67.1.6. Starter & Flow Plans. This clause and its subclauses apply only if You sign up for a Starter Plan or a Flow Plan as part of Your Subscription and shall not apply to any other Plan or Services.

7.1.6.17.1.6.1. Billing Starter & Flow Plans. Except as otherwise provided in a Pricing Agreement, Billing Starter and Flow Plans operate on a month-to-month Term, with billing occurring monthly in arrears. Charges for these plans are determined by Your usage of the Services in the preceding billing period, and all invoices are due immediately upon receipt. Either Party may terminate Your Subscription to the Billing Starter Plan or Flow Plan at any time. To initiate termination, You must submit a cancellation request through Your Account, and termination will take effect at the end of the active billing cycle. Your access to the corresponding Billing Starter or Flow Plan will be revoked on the effective date of termination. This right of termination applies solely to the Billing Starter or Flow Plan and does not impact Your other Service Subscriptions. Fees paid for subscription, platform, usage, or otherwise under these Plans are strictly non-refundable.

7.1.6.27.1.6.2. Retention/Growth Starter Plan. If You subscribe to a Retention Starter Plan, then Section 7.1.6.1 shall apply to Your Subscription to the Retention Starter Plan. Additionally, in the event that You choose to terminate Your Billing Subscription (any Plans) in accordance with these Terms, Your Subscription to the Retention Starter Plan shall automatically terminate effective upon the effective date of termination of Your Billing Subscription.

7.27.2. Effects of Termination or Expiration.

7.2.17.2.1. Upon any termination or expiration of a Subscription, all rights granted to You hereunder will immediately cease. We shall not be liable to You or any other third party for suspension or termination of Your Subscription if done in accordance with these Terms. Unless otherwise agreed between the Parties, termination or expiration of these Terms shall mean automatic termination of all Subscriptions associated with these Terms. These Terms shall automatically terminate when all associated Subscriptions expire or are terminated and Your payment obligations thereunder are fulfilled.

7.2.27.2.2. Data Export Following termination or expiration of a Subscription, We will retain that Account's Service Data for one hundred twenty (120) days from such date of termination or expiration ("Data Retention Period"). Upon the expiration of the Data Retention Period, We will no longer have an obligation to maintain or provide You, Users and End-Customers access to Service Data. Thereafter, unless required for compliance with applicable laws and regulations, for exercising rights and performing obligations set out in this Agreement as surviving termination of this Agreement, or as necessary to protect, defend or establish Our rights, or defend against potential claims, We reserve the right to destroy all Service Data in Our possession in the normal course of Our operations. Notwithstanding the Data Retention Period, upon Your written request following the expiration or termination of a Subscription, We will destroy all Service Data in Our possession; provided, however, that We may retain Service Data to the extent set forth herein. You agree that You are solely responsible for exporting Service Data prior to termination of a Subscription, and if You require Our assistance for exporting Service Data during the Data Retention Period, You may be required to pay a reasonable fee to Us.

7.2.37.2.3. Subscription Fees. Unless waived by Us in writing or where the total Subscription Fees have already been prepaid, if a Subscription is terminated by Us in accordance with Section 7.1.4 of these Terms, in addition to other amounts You may owe Us, You must immediately pay the Subscription Fees to be paid to Us for the remainder of the Term at the time of termination. Where You terminate a Subscription in accordance with Section 7.1.4 of these Terms, You shall receive a refund of the unused Subscription Fees for Services not rendered from the date of such termination.

88 Confidentiality

8.18.1. The Parties acknowledge that, in the course of their dealings hereunder, each Party ("Receiving Party") may receive or otherwise become familiar with information about the other Party ("Disclosing Party") that is marked or identified as confidential or that reasonably should be understood to be confidential given the nature of the information and/or the circumstances of disclosure (the "Confidential Information"). Confidential Information does not include (a) information already public, (b) previously known by the Receiving Party, (c) obtained from a third party without breach, or (d) independently developed. The Receiving Party will protect the Disclosing Party Confidential Information from unauthorized access, use or disclosure in the same manner as the Receiving Party protects its own confidential information, and in any event, no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, the Receiving Party may use the Disclosing Party's Confidential Information solely to exercise its respective rights and perform its respective obligations under these Terms and shall disclose such Confidential Information solely to those of its respective Affiliates, employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information. For purposes of these Terms, Your Confidential Information includes Service Data, and Our Confidential Information includes the Services, Documentation, and the contents of these Terms and Pricing Agreement(s).

8.28.2. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law or a court or other judicial or administrative body. The Receiving Party shall make reasonable efforts to notify the Disclosing Party of such compelled disclosure in writing (to the extent legally permitted). The Receiving Party will take reasonable measures to protect the Confidential Information from undue disclosure as if it were the Receiving Party's own confidential information being requested.

8.38.3. Subject to the terms of these Terms, the Receiving Party will return to the Disclosing Party all Confidential Information of the Disclosing Party in the Receiving Party's possession or control and permanently erase all electronic copies of such Confidential Information promptly upon termination of the relevant Subscription(s) and/or these Terms.

8.48.4. All confidentiality obligations shall remain in force and effect for the Term plus one (1) year. The provisions of this Section 8 (Confidentiality) shall supersede any non-disclosure agreement between the Parties entered prior to these Terms that would purport to address the confidentiality of Confidential Information and such agreement shall have no further force or effect with respect to Confidential Information.

99 Data Security and Privacy

9.19.1. Security of Service Data. We use appropriate technical and organizational measures to protect the Service Data. The measures used are designed to provide a level of security appropriate to the risk of processing of the Service Data.

9.29.2. PCI DSS. We maintain Payment Card Industry Data Security Standard ("PCI DSS") compliance as evidenced by Our current Certificate of Compliance at https://www.chargebee.com/security/pci/. To the extent applicable, You agree to comply with PCI DSS and all applicable laws regarding such activities, and to certify such compliance upon Our request. You agree that You will use only PCI compliant service providers in connection with the storage, processing and/or transmission of cardholder data. We are not a payment gateway, payment processor, or merchant account provider and We do not assume any direct or indirect liability or responsibility for Your agreements with payment gateways, processors, or merchant account providers.

9.39.3. Data Use & Privacy.

9.3.19.3.1. You understand that We, the Affiliates, and the Service Providers shall process Service Data (a) in accordance with these Terms, Applicable Data Protection Laws, the Privacy Notice (to the extent applicable), the Data Processing Addendum and any other agreement or addendum executed by the Parties relating thereto; (b) as otherwise authorized by You; and (c) as required for compliance with applicable law. You acknowledge and agree that We, the Affiliates, and the Service Providers may also process information about You, Your Subscription and Account, Users and End-Customers, including Service Data to (i) provide and maintain the Services and perform its obligations under these Terms, including, without limitation, to assist with data migration, to respond to Your support and service requests, and to ensure the availability, integrity, and security of the Services; (ii) develop, improve, and enhance the quality, performance, and functionality of the Services; (iii) develop and demonstrate new features, products, and services to You; and, (iv) comply with the law or respond to lawful requests or legal process, including acting on a good faith belief that such disclosure is necessary to avoid violation of applicable law or regulation.

9.3.29.3.2. You represent and warrant that You have the necessary consents, permissions, authorizations and right to allow Us to process and transfer Service Data in accordance with these Terms and any other agreement or addendum executed by the Parties, including processing and transfer of Service Data in and to United States and other countries which may have different privacy laws from Your country of residence or establishment. You understand that it shall be Your responsibility to inform the Users and End-Customers (including on Our behalf, as applicable) about the processing of their Personal Data in accordance with these Terms and any other agreement or addendum executed by the Parties, and, where required, obtain necessary consent or authorization for Your or Our use of any Personal Data that You provide Us or is collected as part of Your use of the Services. Unless We explicitly agree otherwise in writing (e.g. BAA), You shall not submit to or process any Sensitive Data using the Services. We will have no liability whatsoever for and in connection with any requirements applicable specifically to the Sensitive Data beyond the restrictions and commitments set forth in this Agreement, Data Processing Addendum and such other agreements executed by and between the Parties. As between the Parties, You shall be solely responsible for such additional or special requirements applicable to the Sensitive Data under relevant laws.

9.3.39.3.3. Aggregated Analytical Data. We, the Affiliates, and the Service Providers may aggregate and analyze technical and other data regarding Customer's use of the Services that is non-personally identifiable to a specific individual to (i) provide, support, improve, enhance and operate the Services and its availability; (ii) develop new features, products and services; (iii) compile statistical reports and record insights into usage patterns; and (iv) perform its obligations under this Agreement.

1010 Disclaimer of Warranties

·THE SERVICES AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WE, ON BEHALF OF OURSELVES, OUR AFFILIATES AND THE SERVICE PROVIDERS, DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT WE, ON OF BEHALF OURSELVES, OUR AFFILIATES AND THE SERVICE PROVIDERS, DO NOT WARRANT THAT ACCESS TO THE SERVICES WHICH IS PROVIDED OVER THE INTERNET AND VARIOUS TELECOMMUNICATIONS NETWORKS, ALL OF WHICH ARE BEYOND OUR CONTROL, WILL BE ERROR-FREE, UNINTERRUPTED, TIMELY, SECURE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, WILL MEET YOUR QUALITY AND PERFORMANCE REQUIREMENTS, OR WILL BE CORRECTED FOR ANY DEFECTS WITHIN A STIPULATED PERIOD. WE DO NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR THIRD-PARTY INTEGRATIONS (INCLUDING ANY PAYMENT GATEWAY SERVICE PROVIDER) OR THIRD-PARTY CONTENT. NOTWITHSTANDING ANY SECURITY OR OTHER MEASURE THAT MAY BE PROVIDED BY US, YOU ASSUME THE ENTIRE RISK OF AND SHALL NOT HOLD US RESPONSIBLE FOR ANY ALTERATION, COMPROMISE, CORRUPTION OR LOSS OF SERVICE DATA, EXCEPT TO THE EXTENT CAUSED BY OUR WILLFUL BREACH OF THESE TERMS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT WE (I) ARE NOT A BANK OR OTHER CHARTERED DEPOSITORY INSTITUTION; (II) WILL NOT HOLD ANY SUM OF AMOUNT FOR YOU AND/OR END-CUSTOMERS; AND (III) DO NOT PROVIDE, AND ARE NOT RESPONSIBLE FOR, ANY LEGAL OR ACCOUNTING ADVICE AS WE ARE NOT A LAW FIRM OR AN ACCOUNTING FIRM. ACCORDINGLY, YOU AGREE THAT WE WILL NOT BE RESPONSIBLE FOR YOUR COMPLIANCE WITH ANY APPLICABLE LAWS OR ANY AMOUNTS RELATED TO ANY CREDIT CARD OR PAYMENT TRANSACTIONS.

1111 Limitation of Liability

·TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, COVER, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST GOODWILL, LOSS OF USE OR LOST CONTENT, IMPACT ON BUSINESS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY), HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, BREACH OF STATUTORY DUTY, NEGLIGENCE OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH PARTY, ITS RESPECTIVE AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS, AND SERVICE PROVIDERS RELATING TO THE SERVICES, USE THEREOF AND THESE TERMS SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE SUBSCRIPTION FEES PAID OR PAYABLE BY YOU IN THE SIX (6) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, IN CONNECTION WITH THE SUBSCRIPTION TO WHICH THE CLAIM RELATES. FOR CLARITY, THE ABOVE LIMITATIONS SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS TO US FOR THE SERVICES. NO CLAIM MAY BE PURSUED BY YOU MORE THAN ONE (1) YEAR AFTER THE FACTS GIVING RISE TO SUCH CLAIM HAVE ARISEN.

·IN JURISDICTIONS WHICH DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, EACH PARTY'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

·THIS LIABILITY LIMITATION FORMS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL SURVIVE AND APPLY EVEN IF ANY REMEDY SPECIFIED IN THESE TERMS DO NOT FULLY COMPENSATE YOU FOR ANY LOSS OR ARE FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

1212 Survival

·Sections 3 (Your Responsibilities), 4 (Intellectual Property Rights), 6 (Billing and Payments), 7 (Term, Termination and Suspension), 8 (Confidentiality), 9 (Data Security and Privacy), 10 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Survival), and 13 (Miscellaneous) of these Terms and such other provisions that by their nature are intended to survive termination, shall survive any expiration or termination of these Terms. Expiration and/or termination of these Terms shall not limit either Party's liability for obligations accrued as of or prior to such expiration or termination, as applicable or for any breach of these Terms.

1313 MISCELLANEOUS

13.113.1. Independent Contractor. Each Party is an independent contractor and nothing contained in this Agreement will be construed to create or imply a joint venture, mandate, partnership, principal-agent, or employment relationship between them. No Party will take any action or permit any action to be taken on its behalf that purports to be done in the name of or on behalf of the other, and neither Party will have any power or authority to bind the other.

13.213.2. Entire Agreement and Revisions. These Terms, including any exhibits and Pricing Agreement(s), constitute the entire agreement, and supersede all prior or contemporaneous, written or oral understandings, communications or agreements between the Parties regarding such subject matter, including any click-wrap terms. In the event of a conflict between any Pricing Agreement and these Terms, the Pricing Agreement shall prevail to the extent it is intended to. You acknowledge that actions performed by a User within Your Account reflect Your instructions and operational intent, as Users operate under Your sole authority and control. Therefore, in the event of any conflict between these Terms and an action taken by a User within an Account, the User's action shall prevail. We may amend these Terms from time to time by posting the most current version on Our Website, in which case the new Terms will supersede prior versions. Please check these Terms periodically to take notice of changes as they will be binding on You. If an amendment materially affects Your rights, We will notify You (by, for example, sending a message to the e-mail address associated with Your Account, or posting on Our blog or on the Website or as a notification inside the Services). Your continued use of the Services following the effective date of any such amendment may be relied upon by Us as Your acceptance of any such amendment.

13.313.3. Severability. In the event any provision of these Terms is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of these Terms will remain in full force and effect.

13.413.4. Cumulative Rights, Construction, Waivers. The rights and remedies of the parties under this Agreement are cumulative. No provision of this Agreement will be construed against any party on the basis of that party being the drafter. Unless stated otherwise, the word "including" means "including, without limitation." The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party's rights to subsequently enforce the provision.

13.513.5. Assignment. The Parties may not assign or transfer this Agreement, or any portion of it, to any third party unless the other party expressly consents to such assignment in writing; provided, however, either Party may assign its rights and/or obligations under this Agreement to an Affiliate; and provided, however, either Party may assign or transfer this Agreement in whole pursuant to a merger, sale of all or substantially all of its assets or other business combination without the other Party's prior written consent. All terms and provisions of this Agreement will be binding upon and inure to the benefit of the parties hereto and each of their permitted transferees, successors and assigns. Subject to the foregoing, these Terms will bind and benefit the Parties and their respective successors and permitted assigns.

13.613.6. Third Party Beneficiaries. Except as expressly provided in these Terms, nothing in these Terms, express or implied, is intended to confer upon any party (other than the Parties hereto, their respective successors and permitted assigns and the Sub-Processors) any rights or obligations, to enforce these Terms.

13.713.7. Governing Law; Venue. The laws of the state of Delaware, United States will govern this Agreement, without reference to its conflict of law principles to the contrary. The parties agree that any legal action or proceeding to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator(s) shall be brought exclusively in the courts located in Sussex County, Delaware. Each party waives any objection to that venue. These Terms shall not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which are expressly excluded.

13.813.8. Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in the State of Delaware before one arbitrator. The arbitration shall be administered by the American Arbitration Association (AAA) pursuant to its Commercial Arbitration Rules. The arbitrator shall be selected by agreement of the Parties. If the Parties are unable to agree on an arbitrator within thirty (30) days of the initiation of the arbitration, one shall be appointed by the AAA. The arbitration shall be conducted in the English language. The arbitrator is empowered to grant whatever relief would be available in a court under law or in equity. The award of the arbitrator shall be final and binding on the Parties, and judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction as permitted in Section 13.7. The Parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. THE PARTIES HEREBY WAIVE ANY RIGHTS THAT THEY MAY HAVE TO TRIAL BY JURY. YOU AGREE THAT ANY PROCEEDINGS, INCLUDING ANY ARBITRATION, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION.

13.913.9. Export Controls and Sanctions Compliance.

13.9.113.9.1. You acknowledge and understand that the provision, use of, and access to the Services (including the software and other components) is subject to U.S. export control and economic sanctions laws and regulations, including without limitation, the Export Administration Regulations ("EAR") administered by the Bureau of Industry and Security ("BIS") of the U.S. Department of Commerce and economic sanctions administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of Treasury or such sanctions imposed and implemented where the Services are being used and/or accessed or where You and/or User is located, a resident or a national (collectively, "Sanctions and Export Control Laws"). Sanctions and Export Control Laws prohibit the use of the Services by any party, directly or indirectly, located in a country subject to comprehensive U.S. sanctions, including without limitation, Iran, Syria, North Korea, Cuba and Crimea and the Donbass regions of Ukraine (collectively, "Sanctioned Jurisdictions").

13.9.213.9.2. You agree and acknowledge that any use or transfer contrary to the Sanctions and Export Control Laws is prohibited. You shall not conduct business with any company, individual, organization or country that is subject to trade sanctions, embargoes, or other restrictions under Sanctions and Export Control Laws, nor any entity that is involved in an end use prohibited under U.S. law, including but not limited to, chemical or biological weapons proliferation or nuclear or missile technology proliferation. You understand and acknowledge that We may share Service Data with certain service providers in order to comply with Sanctions and Export Control Laws, including for the purposes of sanctions screening and geo-blocking. The Parties shall cooperate with each other to provide all necessary information needed to facilitate full compliance with all applicable laws and regulations.

13.9.313.9.3. Further, You acknowledge that You are responsible for ensuring that the Services are used, accessed, and disclosed in compliance with all Sanctions and Export Control Laws. You certify that You and Your beneficial owners, principals, employees, and agents are not, and will not be, acting on behalf of (i) any person or entity who is located in a Sanctioned Jurisdiction, or uses the Services in a Sanctioned Jurisdiction, or is a national of a Sanctioned Jurisdiction; or (ii) an individual or entity on the Consolidated List of Persons, Groups, and Entities Subject to the U.S. Department of the Treasury's List of Specially Designated Nationals and Blocked Persons or Foreign Sanctions Evaders List, the U.S. Department of Commerce's Denied Persons List or Entity List, or any other sanctions or restricted persons lists maintained by applicable Sanctions and Export Control Laws; or (iii) the target or subject of any Sanctions and Export Control Laws. You further certify that You will not, directly or indirectly, export, re-export, transfer, or otherwise make available (a) the Services, or (b) any data, information, software programs, and/or materials resulting from the Services (or direct product thereof) to any person described in (i) through (iii) or to a Sanctioned Jurisdiction or otherwise in violation of, or for any purpose prohibited by, Sanctions and Export Control Laws.

13.9.413.9.4. Notwithstanding anything contained in these Terms to the contrary, We, at Our sole discretion, may immediately terminate Your access and use of the Services without prior written notice or an opportunity to cure in the event of an actual or threatened breach of this Section 14.8.

13.9.513.9.5. U.S. Government Users. If You are the U.S. government (including any department or agency) or contracting on the U.S. government's behalf, then the Services (including the software and other components) are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. government end users (i) only as Commercial Items and (ii) with only those rights as are granted to all other end users pursuant to these Terms. All unpublished rights are reserved under the copyright laws of the United States. The contractor/manufacturer is CHARGEBEE INC., 909 Rose Avenue, Suite 950, North Bethesda, MD 20852.

13.1013.10. Force Majeure. If the performance of this Agreement or any obligation hereunder is prevented, restricted or interfered with by any act or condition whatsoever beyond the reasonable control of the affected Party, the Party so affected, upon giving prompt notice to the other Party, will be excused from such performance, except for the making of payments hereunder, to the extent of such prevention, restriction, or interference.

13.1113.11. Anti-Corruption. You agree that You have neither been offered nor received any illegal or improper bribe, payment, kickback, gift, or thing of value from any of Our employees or agents in connection with these Terms. Reasonable gifts and entertainment provided in the ordinary course of business in accordance with applicable policies and laws do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Us.

13.1213.12. Notices. All notices under these Terms may be delivered in writing by an internationally recognized overnight courier or U.S. mail to the mailing address provided by such Party, or by electronic mail to the e-mail address provided by such Party. The contact information for a notice to Us by courier or US mail is CHARGEBEE INC., 909 Rose Avenue, Suite 950, North Bethesda, MD 20852 with a CC to legal@chargebee.com or compliance@chargebee.com. Such written notice will be deemed given upon personal delivery or email, or three (3) days after the date of mailing if sent by certified or registered mail, postage prepaid. Electronic mail or fax notices shall be deemed given the next business day following the date delivered.