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SaaS Terms of Service

Last updated 12 October 2026

THESE SAAS TERMS OF SERVICE (THE “AGREEMENT”) ARE A LEGAL AGREEMENT BETWEEN THE BAY ENTITY IDENTIFIED IN SECTION 18.4 (CONTRACTING ENTITY; GOVERNING LAW AND JURISDICTION), BEING EITHER BAY AI INC. OR BAY SECURITY LTD. (“COMPANY”, “BAY”, “WE” OR “US”) AND THE CUSTOMER IDENTIFIED IN AN ORDER THAT REFERENCES THIS AGREEMENT (“CUSTOMER” OR “YOU”), AND GOVERN CUSTOMER’S ACCESS TO AND USE OF THE SERVICE (AS DEFINED BELOW). COMPANY AND CUSTOMER ARE EACH A “PARTY” AND TOGETHER THE “PARTIES”.

BY SIGNING OR OTHERWISE ACCEPTING AN ORDER THAT REFERENCES THIS AGREEMENT, BY CLICKING TO ACCEPT THIS AGREEMENT, OR BY ACCESSING OR USING THE SERVICE, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT AS OF THE DATE OF THE FIRST SUCH OCCURRENCE (THE “EFFECTIVE DATE”). THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF CUSTOMER REPRESENTS THAT HE OR SHE HAS AUTHORITY TO BIND CUSTOMER. IF CUSTOMER DOES NOT AGREE TO THIS AGREEMENT, CUSTOMER MAY NOT ACCESS OR USE THE SERVICE. IF CUSTOMER HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT WITH COMPANY THAT GOVERNS ITS USE OF THE SERVICE, THAT AGREEMENT WILL GOVERN INSTEAD OF THIS AGREEMENT.

Capitalized terms used in this Agreement have the meanings set forth below or elsewhere in this Agreement:

“Affiliate” means any entity controlling, controlled by or under common control with a Party, where “control” means direct or indirect ownership or voting control of fifty percent (50%) or more of the equity or voting securities of the entity in question, or the power, by contract or otherwise, to elect a majority of its board of directors (or similar governing body).

“AI Capabilities” means the artificial intelligence and machine learning capabilities incorporated into the Service as core functionality, including automated discovery, behavioral tracing and proactive governance features.

“Analytics Information” has the meaning given in Section 8.3.

“Authorized Users” means employees and individual contractors of Customer whom Customer authorizes to access and use the Service on Customer’s behalf, in accordance with this Agreement and the Subscription Scope.

“Customer Data” means electronic data and content submitted to the Service by or on behalf of Customer and its Authorized Users in connection with their use of the Service, excluding Analytics Information. All inputs submitted to, and outputs generated for Customer by, the AI Capabilities are Customer Data.

“Documentation” means the user guides, manuals and specifications for the Service that Company makes generally available to its customers, excluding sales and marketing materials.

“Fees” means the fees for the Service set forth in the applicable Order.

“Order” means a quote, order form or similar ordering document issued by Company (or by a Partner on Company’s behalf) that references this Agreement and is accepted by Customer, whether by signature, electronic acceptance, issuance of a purchase order or payment of the applicable Fees. Each Order sets out the Service purchased, the Subscription Scope, the Subscription Term and the Fees.

“Partner” means a reseller, distributor or other channel partner authorized by Company to resell the Service.

“Security Incident” means any actual or reasonably suspected unauthorized access to, or acquisition, use, disclosure, alteration, loss or destruction of, Customer Data. Unsuccessful attempts or activities that do not compromise the security of Customer Data, such as pings, port scans, denial of service attacks or other network attacks on firewalls or networked systems, are not Security Incidents.

“Service” means Company’s proprietary software-as-a-service platform specified in the applicable Order, including the AI Capabilities and the Documentation, together with any updates and modifications Company makes generally available.

“Subscription Scope” means the number of Authorized Users, modules, assets, environments or other usage entitlements and limitations set forth in the applicable Order.

“Subscription Term” has the meaning given in Section 16.1.

Access Right. Subject to the terms of this Agreement and payment of the applicable Fees, Company grants Customer, during the Subscription Term, a limited, worldwide, non-exclusive, non-sublicensable, non-transferable right to access and use (and to permit its Authorized Users to access and use) the Service solely for Customer’s internal business purposes, in accordance with the Documentation and the Subscription Scope.

Customer Responsibilities. Customer is solely responsible for providing all equipment, systems, network access, cloud environments, credentials and ancillary goods and services needed to connect to, access and use the Service, and for ensuring their compatibility with the Service.

Hosting. The Service is hosted by a third-party hosting provider selected by Company (currently Amazon Web Services). Company may change its hosting provider from time to time, provided that the change does not materially diminish the security of Customer Data.

Affiliates. Customer’s Affiliates may use the Service under Customer’s account within the Subscription Scope, provided that Customer remains responsible for their compliance with this Agreement. An Affiliate may also enter into its own Order under this Agreement, in which case that Affiliate is the “Customer” for that Order.

The Service may be accessed only by Authorized Users through the account Company allocates to Customer (the “Account”). Customer will ensure that its Authorized Users (a) provide accurate and complete information when setting up their access; (b) keep their login credentials secure and do not share them; and (c) comply with this Agreement. Customer is responsible for all activity under its Account and for any breach of this Agreement by its Authorized Users, and will promptly notify Company of any unauthorized access to or use of the Account.

Except as expressly permitted in this Agreement, Customer will not, and will not permit any Authorized User or third party to, directly or indirectly:

  • (a) copy, “frame” or “mirror” the Service, or modify, adapt, translate or create derivative works of the Service;
  • (b) sell, resell, assign, transfer, lease, rent, sublicense, distribute or otherwise make the Service available to any third party, including on a time-sharing, outsourcing, managed service or service bureau basis;
  • (c) decompile, disassemble, decrypt, reverse engineer or otherwise attempt to discover the source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, models or algorithms) of the Service, except to the extent applicable law expressly permits this despite this restriction;
  • (d) remove, alter or conceal any proprietary notices displayed on or in the Service;
  • (e) circumvent, disable or otherwise interfere with security-related or technical features of the Service, including features that enforce usage limits, or perform penetration testing or vulnerability scanning of the Service without Company’s prior written consent;
  • (f) use the Service, or any information about it, to build or benchmark a competing product or service, or publish the results of any benchmark or performance testing of the Service without Company’s prior written consent;
  • (g) store or transmit through the Service any malware, viruses, Trojan horses, spyware or other malicious code, or any content that is unlawful or infringes any third party’s rights;
  • (h) take any action that imposes, or may impose (as reasonably determined by Company), an unreasonable or disproportionately large load on the infrastructure that operates or supports the Service, or otherwise disrupt the integrity or performance of the Service;
  • (i) use the Service in violation of applicable law, including data protection, export control and sanctions laws; or
  • (j) exceed the Subscription Scope (collectively, the “Subscription Restrictions”).

During the Subscription Term, Company will provide support for the Service and use commercially reasonable efforts to make the Service available in accordance with the Service Level Agreement attached as Exhibit A (the “SLA”). Support may be provided by Company, a Partner or Company’s authorized service providers, and Company remains responsible for their performance.

Company may make the Service, or certain features of it, available to Customer free of charge or on a trial, proof-of-value or evaluation basis, or may designate certain features as “beta”, “preview” or similar (each, a “Trial Service”). A Trial Service may be used only for Customer’s internal evaluation and non-production purposes, and is available until the earliest of (a) the end of the period Company specifies; (b) the start of a paid subscription for that Service; or (c) termination by Company on notice. Trial Services may be incomplete or contain errors, and Company has no obligation to make them generally available. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, TRIAL SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY, SUPPORT, SERVICE LEVEL OR INDEMNITY, AND COMPANY’S TOTAL AGGREGATE LIABILITY ARISING FROM ANY TRIAL SERVICE WILL NOT EXCEED ONE THOUSAND U.S. DOLLARS (US$1,000). Customer Data in a Trial Service may be deleted at the end of the trial period unless Customer purchases a subscription.

Orders. This Agreement governs every Order, whether placed directly with Company or through a Partner. Sections 7.2 through 7.4 apply to Orders placed directly with Company, and Section 7.6 applies to Orders placed through a Partner.

Fees and Invoicing. Customer will pay the Fees set forth in each Order. Unless the Order states otherwise: (a) Fees are stated and payable in U.S. Dollars; (b) Fees are invoiced annually in advance, on the Order start date and on each renewal date; (c) invoices are payable within thirty (30) days of the invoice date; and (d) all Fees are non-cancellable and non-refundable, and payable without set-off, except as expressly provided in this Agreement. If Customer requires a purchase order number in order to pay an invoice, Customer will provide it promptly.

Late Payment. Any undisputed amount not paid when due will accrue interest at the lesser of one and one-half percent (1.5%) per month and the maximum rate permitted by law, from the due date until paid in full.

Taxes. Fees are exclusive of all sales, use, consumption, value added, goods and services, withholding and other taxes, duties and governmental charges, which Customer will pay, excluding taxes based on Company’s net income. If Customer is required by law to withhold or deduct any taxes from a payment, Customer will increase the amount paid so that Company receives the amount it would have received had no withholding or deduction been made.

Usage Above Subscription Scope. Company may monitor Customer’s usage of the Service against the Subscription Scope. If Customer’s usage exceeds the Subscription Scope, Company may invoice Customer (or the Partner, as applicable) for the excess usage at Company’s then-current rates (or the rates set out in the Order, if any), pro-rated for the remainder of the then-current Subscription Term.

Purchases through a Partner. If Customer purchases the Service through a Partner, the pricing and payment terms will be agreed between Customer and the Partner (a “Partner Order”), and Customer will pay the Partner directly. Customer’s right to use the Service is subject to Company’s receipt of payment from the Partner. If Customer is entitled to a refund under this Agreement, Company will refund the applicable Fees to the Partner, and the Partner alone will be responsible for refunding Customer. As between Customer and Company, this Agreement prevails over any conflicting term of a Partner Order, and any right granted to Customer in a Partner Order that is not contained in this Agreement applies only between Customer and the Partner and does not bind Company.

Company Property. As between the Parties, Company, its Affiliates and their licensors own all right, title and interest, including all intellectual property rights, in and to the Service, the Documentation, the AI Capabilities and underlying models, Analytics Information, and all improvements, modifications and derivative works of any of them, regardless of who developed them. Except for the limited rights expressly granted in this Agreement, no rights are granted to Customer, by implication or otherwise. Company may modify the Service and its features and user interface from time to time, provided that it does not materially reduce the core functionality of the Service during the then-current Subscription Term.

Feedback. If Customer or its Authorized Users provide comments, suggestions or other feedback about the Service (“Feedback”), Company may use and exploit that Feedback for any purpose without restriction or compensation, and Customer assigns to Company all rights it has in the Feedback. Feedback is not Customer’s Confidential Information.

Analytics Information. Company may collect and process information regarding the configuration, performance, security, and access to and use of the Service by Customer, and may derive from it anonymous, aggregated or statistical information (such as metadata and usage analytics) that does not identify Customer or any individual (“Analytics Information”). Company may use Analytics Information during and after the Subscription Term to provide, secure, support, develop and improve the Service, for statistical purposes and to comply with law. Company will not use Analytics Information in a way that identifies, directly or indirectly, Customer or any individual.

Ownership and License. As between the Parties, Customer owns all right, title and interest in and to the Customer Data. Customer grants Company and its Affiliates a worldwide, non-exclusive, royalty-free license during the Subscription Term to host, copy, transmit, process and display the Customer Data solely as necessary to provide, support and secure the Service under this Agreement. Company acquires no other right in the Customer Data.

Customer Responsibilities. Customer is responsible for the accuracy, quality and legality of the Customer Data and the means by which it was acquired. Customer represents and warrants that it has obtained all consents and provided all notices required by applicable law (including data protection laws) to permit Company to process the Customer Data as contemplated by this Agreement. The Service is not an archive or backup service, and Customer is responsible for maintaining its own backups of Customer Data.

Subprocessors. Company may process Customer Data through its Affiliates and third-party service providers (each, a “Subprocessor”), in each case solely as necessary to provide the Service. Company will maintain a current list of Subprocessors, which is set out in the DPA, and any notice of and objection to new Subprocessors in respect of personal data is governed by the DPA.

Security. Company will implement and maintain, and require its Subprocessors to maintain, industry-standard administrative, technical and physical safeguards designed to protect the security, confidentiality and integrity of Customer Data, consistent with Company’s SOC 2 Type II report (or an equivalent certification). Company will not materially diminish these safeguards during the Subscription Term. Upon Customer’s written request, no more than once in any twelve (12) month period, Company will make available a copy of its then-current SOC 2 report or ISO 27001 certificate (as applicable), subject to confidentiality.

Security Incidents. Company will notify Customer without undue delay, and in any event within seventy-two (72) hours, after becoming aware of a Security Incident affecting Customer Data, and will take reasonable steps to investigate, contain and remediate the Security Incident and reasonably cooperate with Customer in that regard.

Data Processing Agreement. To the extent Company processes personal data on Customer’s behalf that is subject to the GDPR, the CCPA or other applicable data protection laws, the processing will be governed by Company’s Data Processing Agreement posted at www.bay.io/dpa, as updated from time to time in accordance with Section 17 (the “DPA”), which is incorporated into this Agreement by reference and binds the Parties upon Customer’s acceptance of this Agreement, without the need for signature

Sensitive Data. Customer will not submit to the Service any protected health information, payment card data, government identification numbers or other special categories of sensitive personal data, except to the extent the Documentation expressly states that the Service is designed to process such data.

AI Outputs. The AI Capabilities are integral to the Service. Outputs generated by the AI Capabilities (including alerts, classifications, behavioral traces, recommendations and governance actions) are produced automatically and may be inaccurate, incomplete or not unique. Customer is solely responsible for reviewing and validating outputs before relying or acting on them, and uses the outputs at its own discretion and risk.

Zero-Training. Notwithstanding anything to the contrary in this Agreement, Company will not use Customer Data to train, retrain, improve or fine-tune any machine learning or artificial intelligence model, whether Company’s own or a third party’s, and will not permit any third party to do so. Company does not create customer-specific models based on Customer Data. Company retains all rights in its underlying models, algorithms and technology.

Third-Party AI Tools. The Service may use or integrate artificial intelligence models or tools provided by third parties (“Third-Party AI Tools”). Company will identify in the Documentation the Third-Party AI Tools that process Customer Data, will update that list before a new Third-Party AI Tool begins to process Customer Data, and will use commercially reasonable efforts to ensure that Third-Party AI Tools are subject to appropriate security and data protection commitments, including a prohibition on training with Customer Data.

Third-Party Applications. The Service may interoperate with third-party applications, platforms and services that Customer chooses to connect to the Service (“Third-Party Applications”). Customer is responsible for obtaining the rights to use Third-Party Applications and for complying with their terms. Customer’s enabling of a Third-Party Application authorizes the exchange of data between the Service and that Third-Party Application. Company is not responsible for Third-Party Applications or for any act or omission of their providers.

The Service may include open source or other third-party software components (“Third-Party Components”) subject to third-party license terms. A list of Third-Party Components and their licenses is available upon request. If Customer uses the Service in accordance with this Agreement, those licenses do not impose obligations on Customer beyond those set out in this Agreement.

Definition. “Confidential Information” means any non-public information disclosed by or on behalf of a Party (the “Discloser”) to the other Party (the “Recipient”) under this Agreement that is marked or identified as confidential, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. The Service, the Documentation and the pricing terms of each Order are Company’s Confidential Information, and Customer Data is Customer’s Confidential Information. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the Recipient; (b) was lawfully in the Recipient’s possession without a duty of confidentiality before disclosure; (c) is lawfully obtained from a third party without a duty of confidentiality; or (d) is independently developed by the Recipient without use of the Discloser’s Confidential Information.

Obligations. The Recipient will use the Discloser’s Confidential Information solely to perform its obligations and exercise its rights under this Agreement, and will not disclose it to any third party other than its and its Affiliates’ employees, contractors, advisors and service providers who need to know it for those purposes and are bound by confidentiality obligations no less protective than this Section. The Recipient will protect the Discloser’s Confidential Information using at least the same degree of care it uses for its own confidential information, and no less than reasonable care. The Recipient may disclose Confidential Information to the extent required by law or court order, provided that (where legally permitted) it gives the Discloser prompt prior notice and reasonable assistance to seek a protective order. Company’s obligations regarding the security of Customer Data are set out in Section 9.

Equitable Relief. A breach of this Section 12 may cause irreparable harm for which damages would not be an adequate remedy, and the Discloser may seek injunctive relief in addition to any other remedy available at law or in equity.

Mutual Warranties. Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, that it has full authority to enter into this Agreement, and that its performance of this Agreement will not violate any other agreement to which it is bound or any applicable law.

Service Warranty. Company warrants that, during the Subscription Term, the Service will perform substantially in accordance with the Documentation under normal, authorized use. If Customer notifies Company in writing of a breach of this warranty, Company will use commercially reasonable efforts to correct the non-conformity. If Company cannot do so within a reasonable time, either Party may terminate the affected Order, and Company will refund any prepaid Fees for the remainder of the Subscription Term after the effective date of termination. This Section 13.2 sets out Customer’s sole and exclusive remedy, and Company’s entire liability, for breach of this warranty. This warranty does not apply to failures caused by (a) modification of the Service by anyone other than Company or its authorized contractors; (b) accident, negligence, abuse or misuse of the Service, or use not in accordance with the Documentation; or (c) combination of the Service with equipment, software or services not provided or authorized by Company.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, AND COMPANY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, OPERATE UNINTERRUPTED OR ERROR-FREE, OR DETECT OR PREVENT EVERY SECURITY THREAT, OR THAT ANY OUTPUT OF THE AI CAPABILITIES WILL BE ACCURATE, COMPLETE OR RELIABLE. COMPANY IS NOT RESPONSIBLE FOR DELAYS, FAILURES OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET OR CAUSED BY THIRD-PARTY APPLICATIONS OR CUSTOMER’S SYSTEMS, AND IS NOT BOUND BY ANY WARRANTY OR REPRESENTATION MADE BY A PARTNER.

By Company. Company will defend Customer against any third-party claim, suit or proceeding alleging that the Service, when used as permitted under this Agreement, infringes or misappropriates that third party’s patent, copyright, trademark or trade secret (an “IP Infringement Claim”), and will pay any damages and costs finally awarded against Customer, or agreed by Company in a settlement, attributable to the IP Infringement Claim. Company has no obligation for any IP Infringement Claim arising from (a) Company’s compliance with Customer’s specifications or instructions; (b) modification of the Service by anyone other than Company; (c) combination of the Service with equipment, software, data or services not provided by Company, where the claim would not have arisen but for the combination; (d) use of the Service other than in accordance with this Agreement or the Documentation; or (e) any Trial Service. If the Service becomes, or in Company’s opinion is likely to become, the subject of an IP Infringement Claim, Company may, at its option and expense, (i) procure for Customer the right to continue using the Service; (ii) modify or replace the Service so that it is non-infringing without materially reducing its functionality; or (iii) if neither option is commercially reasonable, terminate the affected Order and refund any prepaid Fees for the remainder of the Subscription Term after the effective date of termination.

By Customer. Customer will defend Company and its Affiliates against any third-party claim, suit or proceeding arising from (a) the Customer Data, including any allegation that its provision to or processing by Company in accordance with this Agreement violates applicable law or any third party’s rights; or (b) Customer’s or its Authorized Users’ breach of the Subscription Restrictions, and will pay any damages and costs finally awarded against Company, or agreed by Customer in a settlement, attributable to such claim.

Procedure. The indemnified Party will (a) promptly notify the indemnifying Party in writing of the claim (provided that delay will relieve the indemnifying Party of its obligations only to the extent it is prejudiced by the delay); (b) give the indemnifying Party sole control of the defense and settlement of the claim, provided that the indemnifying Party may not enter into any settlement that imposes an obligation on, or admits fault of, the indemnified Party without its prior written consent (not to be unreasonably withheld); and (c) provide reasonable information and assistance, at the indemnifying Party’s expense. The indemnified Party may participate in the defense with counsel of its choice at its own expense. This Section 14 states each Party’s entire liability, and the other Party’s exclusive remedy, for the third-party claims described in it.

Exclusion of Damages. EXCEPT FOR THE EXCLUDED CLAIMS, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, REPUTATION OR DATA, OR THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Liability Cap. EXCEPT FOR THE EXCLUDED CLAIMS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID AND PAYABLE BY CUSTOMER TO COMPANY (OR TO A PARTNER FOR CUSTOMER’S USE OF THE SERVICE) UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION IS CUMULATIVE AND NOT PER INCIDENT.

Excluded Claims. “Excluded Claims” means (a) Customer’s obligation to pay Fees; (b) Customer’s breach of Section 4 (Subscription Restrictions) or infringement or misappropriation of Company’s intellectual property rights; (c) a Party’s defense and payment obligations under Section 14 (Indemnification); and (d) a Party’s gross negligence, willful misconduct or fraud.

Application. The exclusions and limitations in this Section 15 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, and do not limit any liability that cannot be limited under applicable law.

Term. This Agreement starts on the Effective Date and continues until all Orders have expired or been terminated. Each Order starts on the start date set out in it and continues for the initial subscription term stated in it (the “Initial Subscription Term”). Unless the Order states otherwise, each Order will automatically renew for successive one (1) year periods (each, a “Renewal Subscription Term” and, together with the Initial Subscription Term, the “Subscription Term”) at Company’s then-current Fees, provided that the Fees for any Renewal Subscription Term will not increase by more than five percent (5%) over the Fees for the immediately preceding term for the same scope of Services, unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

Termination for Cause. Either Party may terminate this Agreement or an affected Order on written notice if the other Party (a) materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice of it (or ten (10) days in the case of non-payment); or (b) becomes subject to bankruptcy, insolvency, receivership or similar proceedings that are not dismissed within sixty (60) days, makes a general assignment for the benefit of creditors, or ceases to operate in the ordinary course of business. If Customer terminates for Company’s uncured material breach, Company will refund any prepaid Fees for the remainder of the Subscription Term after the effective date of termination. If Company terminates for Customer’s uncured material breach, all unpaid Fees for the remainder of the Subscription Term become immediately due.

Suspension. Company may suspend Customer’s access to the Service, in whole or in part, if (a) any undisputed amount is ten (10) or more days overdue and Company has given Customer notice of the overdue amount; (b) Customer breaches Section 4 (Subscription Restrictions); (c) Company reasonably determines that suspension is necessary to prevent material harm to the Service, Company or its other customers, including in the event of a security threat; or (d) suspension is required by law. Company will use commercially reasonable efforts to give Customer prior notice where practicable, will limit the suspension to the extent reasonably necessary, and will restore access promptly once the underlying issue is resolved.

Effect of Termination. Upon expiration or termination of this Agreement or an Order: (a) all rights granted to Customer under it terminate and Customer will cease using the affected Service; (b) all accrued and unpaid Fees become due; and (c) each Party will return or destroy the other Party’s Confidential Information in its possession, subject to standard backup and legal retention practices. For thirty (30) days after expiration or termination, Customer may request the export of its Customer Data in Company’s then-standard format, after which Company may delete the Customer Data. Sections 1, 4, 7 (as to unpaid Fees), 8, 9.2, 11, 12, 13.3, 14, 15, 16.4 and 18 survive any expiration or termination of this Agreement.

Company may update this Agreement from time to time by posting the updated version at www.bay.io/terms and updating the “Last Updated” date. If an update is material, Company will notify Customer at least thirty (30) days before it takes effect, by email to Customer’s designated contact or by a prominent notice within the Service. If Customer objects to a material update by written notice to Company within that thirty (30) day period, the prior version of this Agreement will continue to apply to Customer until the end of the then-current Subscription Term, and the updated version will apply from the start of the next Renewal Subscription Term. Otherwise, Customer’s continued use of the Service after the effective date of the update constitutes acceptance of it. Updates will not apply retroactively to disputes that arose before the update took effect. This Section 17 also applies to updates to the DPA posted at www.bay.io/dpa.

Entire Agreement; Order of Precedence. This Agreement, together with each Order, the SLA and the DPA, is the entire agreement between the Parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals and representations, written or oral. In the event of a conflict, the following order of precedence applies: (a) the DPA, as to the processing of personal data; (b) any special terms expressly set out in an Order, solely for that Order; (c) this Agreement; and (d) the SLA. Any terms in a Customer purchase order, vendor portal, supplier registration or similar document, whether printed, linked or click-through, are void and have no effect, even if accepted by Company.

Electronic Acceptance. This Agreement and any Order may be accepted electronically, including by clicking to accept, signing electronically, issuing a purchase order that references the Order, or paying the Fees, and such acceptance is binding as if signed in writing.

Assignment. Neither Party may assign or transfer this Agreement without the other Party’s prior written consent, except that either Party may assign this Agreement without consent to an Affiliate or to a successor in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets or equity to which this Agreement relates. Any purported assignment in violation of this Section is void. This Agreement binds and benefits the Parties and their permitted successors and assigns.

Contracting Entity; Governing Law and Jurisdiction. The Bay entity that contracts with Customer under this Agreement (and is the “Company” for all purposes of this Agreement), the governing law and the courts having exclusive jurisdiction are determined by the location of Customer’s principal place of business, as set out in the table below, unless the applicable Order expressly specifies a different Bay entity, in which case the governing law and courts corresponding to that entity in the table apply. The contracting entity alone is responsible to Customer for the performance of Company’s obligations, and Company may use its Affiliates to perform any part of them, remaining responsible for their performance. Each Party agrees to the applicable governing law, without regard to conflict of laws principles, and submits to the exclusive jurisdiction of the applicable courts with respect to any dispute arising out of or relating to this Agreement (including non-contractual disputes), provided that either Party may seek injunctive relief in any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply. EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW.

Publicity. Company may identify Customer as a customer of the Service, including by using Customer’s name and logo on Company’s website and in marketing materials, in accordance with any trademark usage guidelines Customer provides. Customer may withdraw this permission at any time by email to Company, after which Company will cease new uses within a reasonable time.

Export Control and Sanctions. Each Party will comply with all applicable export control and sanctions laws. Customer represents that neither it nor any of its Authorized Users is (a) located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. or Israeli sanctions; or (b) named on, or owned or controlled by a person named on, any U.S. government restricted party list, including the Specially Designated Nationals List, the Denied Persons List or the Entity List. Customer will not access, export, re-export or permit access to the Service in violation of those laws.

Force Majeure. Neither Party is liable for any delay or failure to perform (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, pandemics, failures of public networks or utilities, or cyberattacks that could not have been prevented by reasonable security measures.

Notices. Notices under this Agreement must be in writing. Company may give notices to Customer by email to the address associated with Customer’s Account or designated in an Order, or by posting within the Service. Customer must give notices to Company by email to legal@bay.io, with a copy to the contracting entity at its address set out in Section 18.4. Notices are deemed given on the business day sent by email (or the next business day if sent after 5:00 p.m. recipient’s local time), or three (3) business days after dispatch by registered mail or internationally recognized courier.

Independent Contractors. The Parties are independent contractors. This Agreement does not create any partnership, joint venture, employment, franchise or agency relationship, and neither Party may bind the other.

Waiver; Severability. No failure or delay in exercising any right under this Agreement is a waiver of that right, and any waiver must be in writing. If any provision of this Agreement is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

No Third-Party Beneficiaries. Except as expressly provided in Section 14, this Agreement is for the sole benefit of the Parties, and nothing in it confers any right on any other person.

U.S. Government Use. The Service is a “commercial product” and “commercial computer software”, and any use of the Service by or for the U.S. government is governed solely by this Agreement, consistent with FAR 12.212 and DFARS 227.7202, as applicable.

Service Level Agreement

This Service Level Agreement (“SLA”) forms part of the Bay SaaS Terms of Service (the “Agreement”). Capitalized terms not defined in this SLA have the meanings given in the Agreement.

Support. Company will provide reasonable technical support for the Service during the Subscription Term, consisting of (a) answering questions regarding the features and functionality of the Service; (b) troubleshooting errors reported by Customer that are reproducible by Company; and (c) general guidance on use of the Service in accordance with the Documentation.

Support Availability. Customer may submit support requests by email to support@bay.io or through the Service. Company will use commercially reasonable efforts to respond during its standard business hours (Monday through Friday, 9:00 a.m. to 6:00 p.m. Eastern Time, excluding U.S. federal holidays). Company does not guarantee specific response or resolution times.

Uptime Commitment. Company will use commercially reasonable efforts to make the Service available with a monthly uptime of at least 99.5% (the “Uptime Commitment”), measured as the percentage of total minutes in a calendar month during which the Service is available, excluding Scheduled Maintenance and the Exclusions in Section 5 of this SLA.

Scheduled Maintenance. Company may perform scheduled maintenance from time to time (“Scheduled Maintenance”) and will use commercially reasonable efforts to give Customer advance notice of maintenance reasonably expected to cause a material disruption to the Service.

Exclusions. Company has no support or availability obligation for issues arising from (a) use of the Service other than in accordance with the Agreement or the Documentation; (b) modifications to the Service made by anyone other than Company; (c) Customer’s equipment, software, network connections or other infrastructure, or Third-Party Applications; (d) Customer’s failure to implement updates or workarounds provided or recommended by Company; (e) force majeure events or other circumstances beyond Company’s reasonable control; (f) suspension in accordance with the Agreement; or (g) any Trial Service.

Service Credits. If the Service fails to meet the Uptime Commitment in a calendar month and Customer requests a credit within thirty (30) days after the end of that month, Customer will be entitled to a service credit equal to (a) 5% of the monthly Fees for the affected Service for uptime of 99.0% or more but below 99.5%; (b) 10% for uptime of 95.0% or more but below 99.0%; and (c) 25% for uptime below 95.0%. Service credits will be applied against future invoices or, if no further invoices are due, refunded within thirty (30) days. Service credits are Customer’s sole and exclusive remedy for any failure to meet the Uptime Commitment.

Customer Cooperation. To receive support, Customer will cooperate with Company, provide all information reasonably necessary to investigate and reproduce reported issues, and promptly implement corrective procedures, updates and workarounds provided by Company.

Modifications. Company may modify this SLA on reasonable notice to Customer, provided that any modification that materially reduces the level of support or the Uptime Commitment will not take effect until the start of Customer’s next Renewal Subscription Term.