Terms of Service

Last updated 20th October 2026

Durable TERMS OF SERVICE

These Terms of Service as amended from time to time (collectively the “Agreement”) form an agreement between the customer accessing and otherwise using the Durable SaaS Services (the “Customer”) and Durable Technologies Inc. (“Durable”), the supplier of the Durable SaaS Services, and is entered into on the earlier of the date Customer first uses any part of the Durable SaaS Services and the date Customer agrees to be bound by this Agreement (the “Effective Date”). Each of Durable and Customer shall individually be referred to as a “Party” and jointly as the “Parties”.

This Agreement sets forth the terms and conditions that govern the provision and use of the Durable SaaS Services.

BY USING THE DURABLE SAAS SERVICES (INCLUDING THE WEBSITE), CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 15(j). IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE DURABLE SAAS SERVICES. CUSTOMER REPRESENTS AND WARRANTS TO DURABLE THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEG ALLY BINDING AGREEMENT. IF CUSTOMER IS USING THE DURABLE SAAS SERVICES ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO DURABLE THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.

THE DURABLE SAAS SERVICES MAY NOT BE ACCESSED FOR PURPOSES OF MONITORING THEIR AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.

DURABLE’S DIRECT COMPETITORS ARE PROHIBITED FROM ACCESSING THE DURABLE SAAS SERVICES, EXCEPT WITH DURABLE’S PRIOR WRITTEN CONSENT.

Durable Saas Services
1. Provisioning of the Durable SaaS Services. Subject to Customer’s and its Permitted Users’ compliance with the terms and conditions of this Agreement, Durable will make the Durable SaaS Services available to Customer and Permitted Users on the terms and conditions set out in this Agreement during the Term.
2. Restrictions on Use. Customer will not itself, and will not permit others to:
3. 1. sub-license, sell, rent, lend, lease or distribute the Durable SaaS Services or any Intellectual Property Rights therein, or otherwise make the Durable SaaS Services available to others other than Permitted Users;
  2. use the Durable SaaS Services to permit timesharing, service bureau use or commercially exploit the Durable SaaS Services;
  3. use or access the Durable SaaS Services:
  4. 1. in violation of any applicable law or is otherwise unlawful, fraudulent or harmful;
    2. to share or otherwise transmit material that is threatening, harassing, degrading, defamatory, obscene, indecent, fraudulent, or otherwise objectionable in Durable’s sole discretion;
    3. in a manner that threatens the security or functionality of the Durable SaaS Services; or
    4. for any purpose or in any manner not expressly permitted in this Agreement;
    5. use the Durable SaaS Services to create, collect, transmit, store, use or process any Customer Data:
    6. 1. that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
      2. that Customer does not have the lawful right to create, collect, transmit, store, use or process; or
      3. that infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity);
    7. Modify the Durable SaaS Services;
    8. reverse engineer, decompile or disassemble the Durable SaaS Services;
    9. remove or obscure any proprietary notices or labels on the Durable SaaS Services, including brand, copyright, trademark and patent or patent pending notices;
    10. access or use the Durable SaaS Services for the purpose of building a similar or competitive product or service or any other commercial purpose except as specifically set out in this Agreement;
    11. perform any vulnerability, penetration or similar testing of the Durable SaaS Services;
    12. collect, mine, extract, harvest or scrape any information relating to Durable, the Durable SaaS Services, other customers, or other information relating to the above;
    13. use the Durable SaaS Services in volumes or at rates greater than that set out in Customer’s current pricing plan; or
    14. use the Durable SaaS Services for any purpose or in any manner not expressly permitted in this Agreement.
4. Permitted Purpose. Customer may access and use the Durable SaaS Services solely for Customer’s internal business purposes in accordance with this Agreement. For greater certainty, the Durable SaaS Services are provided for Customer to build business websites, build brand identity, generate images through AI-powered image generation, interact with AI-driven conversational assistant for business support, and access embedded money management and financial account services made available through third-party financial services providers (such money management and financial account services, collectively, the “Financial Services”). Durable is not a bank. The Financial Services are powered by Stripe, Inc. and its affiliates (“Stripe”) in partnership with Stripe’s bank partners, including Fifth Third Bank, N.A., Member FDIC, and Celtic Bank, which serves as the card issuer for Durable’s spend card program.
5. Restricted Countries and Entities. Customer represents and warrants that it has not been listed on any U.S. or Canadian government list of prohibited or restricted parties. Customer represents and warrants that it is not located in any country that is subject to a U.S. or Canadian government embargo or designated by the U.S. or Canadian government as a “terrorist supporting” country.
6. Suspension of Access; Scheduled Downtime; Modifications. Durable may, from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity, under this Agreement:
7. 1. suspend Customer’s access to or use of the Durable SaaS Services or any component thereof:
  2. 1. if Customer or any Permitted User violates any provision of this Agreement;
    2. for scheduled maintenance;
    3. due to a Force Majeure;
    4. to address any emergency security concerns;
    5. if required to do so by a regulatory body or as a result of a change in applicable law; or
    6. for any other reason as provided in this Agreement.
  3. Modify the Durable SaaS Services.
  4. Customer is required to accept all patches, bug fixes and updates made by or on behalf of Durable to the Durable SaaS Services.
8. Subcontracting. Durable may engage third parties to assist it in providing the Durable SaaS Services or any part thereof. Durable shall ensure that each subcontractor is bound by written agreements containing confidentiality and data protection obligations that are no less protective than those set out in this Agreement. Upon Customer’s written request, Durable will provide a list of its current subprocessors used to deliver the Durable SaaS Services.
9. Third-Party Products. The Durable SaaS Services may contain or require the use of Licensed Third Party Technology or other third party products that are owned by third parties (collectively “Third-Party Products”). Customer will accept and comply with the license terms applicable to Third-Party Products. If Customer does not agree to abide by the applicable license terms for any such Third-Party Products, then Customer should not install, access, or use such Third-Party Products. Any acquisition by Customer of such Third-Party Products, and any exchange of data between Customer and any such provider of Third-Party Products is solely between Customer and the applicable Third-Party Products provider. Durable does not warrant or support Third-Party Products or other third party products, offerings or services, whether or not they are designated by Durable as “certified” or otherwise. Durable cannot guarantee the continued availability of such Third-Party Products features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third-Party Products ceases to make the Third-Party Products available for interoperation or otherwise in connection with the corresponding service features in a manner acceptable to Durable. Durable is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Third-Party Products or its provider.
10. Use of AI Tools. The Durable SaaS Services uses and may provide access to additional artificial intelligence (AI) tools. These tools collect and use the information you provide to them as outlined in our Privacy Policy – please see our Privacy Policy for more information. The AI tools are provided for informational purposes only. Customer acknowledges and agrees that the AI tools are not a substitute for professional advice, judgment or services and Customers are responsible for carefully evaluating the output of AI tools. The AI tools may generate responses that are incorrect, incomplete, misleading or out of date. Durable makes no representation or warranty regarding the accuracy, reliability or suitability of any output generated by the AI tools. Access to AI features within the Durable SaaS Services is governed by a credit-based system. AI features are consumed via credits, and the number of credits used per action may vary depending on the nature and complexity of the request and the underlying AI model used. Credits are non-refundable and expire in accordance with the Customer’s subscription plan.
11. New Features or Products. Durable may provide Customer with access to new features or products from time to time. Such new features or products and your use of those features will be governed by this Agreement.
12. Beta Features. Durable may, from time to time, make available features, products, or services designated as “beta,” “preview,” “early access,” or similar (collectively, “Beta Features”). Beta Features are provided for evaluation purposes only. Durable may modify or discontinue any Beta Feature at any time, with or without notice, and does not guarantee that any Beta Feature will be made generally available as a finished commercial product. Customer acknowledges that Beta Features may contain bugs, errors, or other defects, and may be unreliable or cause data loss. Technical support for Beta Features is not guaranteed. Durable may change its fee structure for Beta Features at any time.
13. Financial Services. Customer may access certain money management and financial account features through the Durable SaaS Services (the “Financial Services”). The Financial Services are provided by Stripe, Inc. and its affiliates (“Stripe”) through the Stripe Treasury platform, in partnership with Fifth Third Bank, N.A., Member FDIC, , and Celtic Bank, which serves as the card issuer for Durable's card program. Durable is not a bank, is not a licensed depository institution, and does not directly provide banking products or services. As a condition of accessing the Financial Services, Customer agrees to be bound by the Stripe Connected Account Agreement, the Stripe Treasury Agreement (Connected Accounts), the Stripe Issuing Accountholder Terms, the Stripe Services Agreement, and the Stripe Privacy Policy, each as amended from time to time. As a condition of accessing any card features of the Financial Services, Customer further agrees to be bound by the Stripe Issuing Bank Terms - Spend Card (Celtic Bank) and the Celtic Bank Privacy Policy, each as amended from time to time (together with the foregoing Stripe agreements, the “Financial Services Agreements”) In the event of a conflict between this Agreement and any Financial Services Agreements relating to the Financial Services, the applicable Financial Services Agreements shall prevail with respect to the Financial Services.
14. Deposit Insurance. USD balances held in financial accounts may be eligible for FDIC pass-through deposit insurance if certain requirements are met. Eligibility is subject to the rules and regulations of the FDIC. FDIC insurance applies up to $250,000 USD per depositor, per financial institution, for deposits held in the same ownership category. Neither Durable nor Stripe is an FDIC-insured institution. The FDIC’s deposit insurance coverage only protects against the failure of an FDIC-insured depository institution. Funds eligible for FDIC pass-through deposit insurance are held at Fifth Third Bank, N.A., Member FDIC. Durable reserves the right to modify, suspend, or discontinue the Financial Services at any time, with or without notice to Customer.
15. Complaints Relating to Financial Services. If Customer has a complaint regarding the Financial Services, Customer may submit it by contacting Durable at [email protected]. Durable will acknowledge all complaints within five (5) business days of receipt and will use commercially reasonable efforts to resolve complaints within fifteen (15) business days of the complaint submission date. Complaints involving threats of litigation, allegations of unfair or deceptive acts and practices (UDAP), discrimination, consumer harm, or complaints from regulators (“Executive Complaints”) will be escalated to Stripe within one (1) business day of receipt. Upon receipt of an Executive Complaint, Customer acknowledges that Durable and/or Stripe may need to suspend further interaction with Customer regarding the complaint until Stripe has reviewed the matter. Durable will maintain records of all complaints and resolutions in accordance with applicable law and will provide Stripe with reasonable access to all pending and resolved complaints upon request.
16. Financial Services Disclaimer. The Financial Services are provided on an “as is” and “as available” basis. Durable does not guarantee the availability, accuracy, or uninterrupted operation of the Financial Services. Durable is not responsible for, and disclaims all liability arising from or relating to: (a) any acts or omissions of Stripe, Fifth Third Bank, N.A., Celtic Bank or any other third-party financial services provider; (b) any delays, errors, or failures in fund transfers, ACH transactions, wire transfers, or other payment processing; (c) any loss of funds, except to the extent caused directly by Durable’s gross negligence or willful misconduct; or (d) any changes to the terms, fees, or availability of the Financial Services imposed by Stripe or its bank partners. Customer’s use of the Financial Services is also subject to the disclaimers and limitations of liability set out in the applicable Financial Services Agreements.
17. Business Registration Services. Durable may make available certain business registration and formation services through a third-party provider, Doola Inc. (“Doola”). These services are provided by Doola, not by Durable, and are subject to Doola’s own terms of service and privacy policy, available at https://www.doola.com/terms-of-service and https://www.doola.com/privacy-policy. Durable is not responsible for, and disclaims all liability arising from or relating to, the business registration services provided by Doola, including any errors, omissions, or delays in the registration process. Customer’s use of Doola’s services constitutes Customer’s agreement to Doola’s terms.
User Accounts
1. In order for Customer to access and use the Durable SaaS Services, Durable will issue one account (the “Customer User Account”) to Customer for use by Customer and all individuals who are employees or contractors of Customer that Customer wishes to have access to and use of the Durable SaaS Services (each, a “Permitted User”).
2. The Customer is responsible for identifying and authenticating all Permitted Users and for Permitted Users’ use of the Durable SaaS Services in compliance with this Agreement. The Customer will ensure that Permitted Users only use the Durable SaaS Services through the Customer User Account. Customer will not allow any Permitted User to share the Customer User Account with any other person. Customer will promptly notify Durable of any actual or suspected unauthorized use of the Durable SaaS Services. Durable reserves the right to suspend, deactivate, or replace the Customer User Account if it determines that the Customer User Account may have been used for an unauthorized purpose.
3. If Customer makes a request to have its Customer User Account deleted, the Customer User Account and any associated Customer Data will be permanently deleted, excluding Customer Data that is required to be retained under the Privacy Policy or applicable law. Deletion is irreversible, and Customer will not be able to recover its Customer User Account or any deleted Customer Data once deleted. .
Ownership; Reservation of Rights
1. The Customer retains all ownership and Intellectual Property Rights in and to Customer Data. Customer grants to Durable, and its subcontractors a nonexclusive, worldwide, royalty-free, irrevocable, sublicensable, and fully paid-up right to access, collect, use, process, store, disclose, transfer, transmit, copy, Modify and display Customer Data to:
2. 1. provide the Durable SaaS Services;
  2. create output generated and returned by the Durable SaaS Services (“Output”);
  3. improve and enhance the Durable SaaS Services and its other offerings; and
  4. produce and/or generate data, information, or other materials that are anonymized and not identified as relating to a particular individual or company (such data, information and materials, the “Aggregated Data”).

Durable may use, process, store, disclose and transmit the Aggregated Data for any purpose and without restriction or obligation to Customer of any kind. As between Durable and Customer, all right, title, and interest in Aggregated Data, and all Intellectual Property Rights therein, belong to and are retained solely by Durable.

As between Customer and Durable, Customer owns all Output. Durable hereby assigns to Customer all its right, title and interest in and to the Output. Customer acknowledges and agrees that due to the nature of machine learning, Output may not be unique or accurate. Customer is responsible for evaluating the Output and for ensuring that any Output is appropriate, accurate, complete, and does not violate any applicable laws. Customer is responsible for its use of the Output at all times.
Durable or its licensors retain all ownership and Intellectual Property Rights in and to the following: (collectively “Durable Property”).
1. the Durable SaaS Services;
2. anything developed or delivered by or on behalf of Durable under this Agreement (excluding the Output);
3. all other Durable’s Confidential Information, including but not limited to, any reports generated from the Durable SaaS Services or any Aggregated Data; and
4. any Modifications to the foregoing (i), (ii) and (iii).
Customer grants to Durable and it’s affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Durable SaaS Services, any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Permitted Users relating to the operation of the Durable SaaS Services or any of Durable’s affiliates’ services (“Feedback”). Nothing in this Agreement will restrict our right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to the Customer or Permitted Users and without any obligation to the Customer or any Permitted User. Durable is not obligated to use any Feedback.
All rights not expressly granted by Durable to Customer under this Agreement are reserved.
Durable SMS Program
1. Durable Technologies Inc. (“Durable”) may contact users by SMS through the Durable SMS program (the “SMS Program”) at the mobile phone number provided, subject to applicable consent requirements. Messages may include account setup, onboarding, customer support, service-related communications and, where consent has been provided, marketing and promotional messages. Messages may be sent using automated technology. Consent to receive marketing messages is not a condition of purchasing or using Durable's services.
2. Message frequency varies based on your interactions with Durable and the services you use. Message and data rates may apply for any messages sent to you from us and to us from you. Charges are determined by your wireless carrier and are your responsibility. If you have any questions about your text plan or data plan, please contact your wireless provider.
3. You may cancel the SMS Program at any time by replying STOP to any message from Durable. After sending STOP, Durable will send you an SMS message to confirm that you have been unsubscribed, and you will no longer receive messages from the SMS Program. If you want to join again, just sign up as you did the first time and Durable will start sending SMS messages to you again.
4. If you are experiencing issues with the SMS program, reply HELP to any SMS message from Durable or contact our support team at [email protected].
5. Carriers are not liable for any delayed or undelivered messages.
6. If you have any questions regarding privacy, please read our privacy policy located at https://durable.com/privacy-policy (the “Privacy Policy”) or such other place as may be updated by Durable’s from time to time.
7. Durable handles personal information in accordance with its Privacy Policy. We do not sell or share your phone number with third parties for their marketing purposes.
Privacy
1. Customer understands that Personal Information will be treated in accordance with Durable’s privacy Privacy Policy or such other place as may be updated by Durable’s from time to time.
Fees and Payment
1. Fees. Customer will pay to Durable the subscription fees as specified on the Website (the “Fees”). Unless otherwise noted in the Customer’s User Account: (i) all Fees are identified in United States dollars; (ii) Fees are payable in advance on a recurring basis; (iii) Fees are non-cancelable and non-refundable; and (iv) quantities purchased cannot be decreased during the relevant subscription term. If Customer’s use of the Durable SaaS Services exceeds a reasonable service capacity or otherwise requires the payment of additional fees pursuant to the terms of this Agreement, the Customer will be billed for such usage and Customer will pay the additional fees in accordance with this Agreement.
2. Free Trial. Durable Technologies Inc may, at its sole discretion, offer access to the Durable SaaS Services with a free trial for a limited period of time (“Free Trial”). If Customer enters billing information when signing up for the Free Trial, Customer will not be charged by Durable until the Free Trial has expired. When the Free Trial expires, unless Customer has cancelled its subscription to the Durable SaaS Services before then, Customer will be automatically charged the applicable Fees for the type of services selected. At any time and without notice, Durable reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.
3. Changes to the Fees. Durable reserves the right to change the Fees and institute new charges on each anniversary of the Term upon providing not less than 30 days prior notice to Customer. Notwithstanding the foregoing, Durable may adjust the credit cost of individual AI actions at any time without prior notice to Customer, as such costs are dependent on underlying third-party model pricing and infrastructure costs. For clarity, changes to the credit cost of AI actions do not constitute changes to the Fees requiring notice under this section.
4. Invoicing. Durable will prepare and send to the Customer, at the then-current contact information on file with Durable, an invoice for any Fees paid, and those that have become due and payable. Subscription Fees are charged automatically in advance to Customer’s payment method on file. Where Durable has agreed to invoice Customer, unless otherwise expressly stipulated in an invoice, Customer will pay all invoiced amounts within 30 days of the invoice date.
5. Disputed Invoices or Charges. If the Customer believes Durable has charged or invoiced the Customer incorrectly, the Customer must contact Durable no later than 30 days after having been charged by Durable or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, the Customer will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.
6. Late Payment. The Customer may not withhold or setoff any amounts due under this Agreement. Durable reserves the right to suspend the Customer’s access to the Durable SaaS Services until all due and undisputed amounts are paid in full. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid. Without limiting Durable other rights, Durable may suspend Customer’s access to or its performance of the Durable SaaS Services, if Customer has not paid the applicable Fees within 10 days of the date that such Fees become due.
7. Taxes. The Fees set out in this Agreement do not include applicable sales, use, gross receipts, value-added, excise, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement other than taxes based on the net income or profits of Durable.
8. Suspension. Any suspension of the Durable SaaS Services by Durable pursuant to the terms of this Agreement will not excuse Customer from its obligation to make payments under this Agreement.
Confidential Information
1. Definitions. For the purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the “Recipient”, the Party disclosing such information will be the “Discloser” and “Confidential Information” of the Discloser means any and all information of the Discloser or any of its licensors that has or will come into the possession or knowledge of the Recipient in connection with or as a result of entering into this Agreement, including information concerning the Discloser’s past, present or future customers, suppliers, technology or business, and where the Discloser is Customer includes Customer Data; provided that the Discloser’s Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by the Recipient without access to the Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of the Recipient; or (iii) information received by the Recipient from a third party who was free to disclose it without confidentiality obligations.
2. Confidentiality Covenants. The Recipient hereby agrees that during the Term and at all times thereafter it will not, except to exercise its license rights or perform its obligations under this Agreement:
3. 1. disclose Confidential Information of the Discloser to any person, except to:
  2. 1. in the case of Customer to its own employee having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as the Discloser may approve in writings; or
    2. in the case of Durable to Durable’s employees, consultants, agents or affiliates, having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement; to such other recipients as the Discloser may approve in writing; and to its subcontractors or contractors to perform the Durable SaaS Services;
  3. use Confidential Information of the Discloser; or
  4. alter or remove from any Confidential Information of the Discloser any proprietary legend.
  5. Each Party will take industry standard precautions to safeguard the other Party’s Confidential Information, which will in any event be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.
4. Exceptions to Confidentiality. Notwithstanding Section 7(b), the Recipient may disclose the Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; or (ii) to its legal counsel and other professional advisors, if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business.
5. Return of Confidential Information. Upon the termination or expiration of this Agreement, each Party will promptly return to the other Party or destroy all Confidential Information (excluding any Customer Data which is addressed at Section 12(d) below) of the other Party in its possession or control within a reasonable amount of time, in accordance with the Recipient’s data destruction practices. Notwithstanding the foregoing, Durable may retain any electronically archived Customer’s Confidential Information, provided that such retained information remains subject to the confidentiality obligations in this Agreement.
Warranty and Disclaimer
1. Customer Warranty. Customer represents and warrants to and covenants with Durable:
2. 1. that the Customer Data will only contain Personal Information in respect of which Customer has provided all notices and disclosures (including to each Permitted User), obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by and in compliance with applicable laws, including applicable privacy laws, to enable Durable to provide the Durable SaaS Services, including without limitation with respect to the collection, storage, access, use, disclosure, processing and transmission of Personal Information, including by or to Durable and to or from all applicable third parties.
  2. that Customer will not use the Financial Services to conduct or facilitate any illegal activity, including money laundering, terrorist financing, fraud, or any other prohibited transaction.
3. GENERAL DISCLAIMER. DURABLE DOES NOT WARRANT THAT THE DURABLE SAAS SERVICES (INCLUDING ANY CONTENT, DATA OR INFORMATION GENERATED THROUGH ARTIFICIAL INTELLIGENCE) WILL BE UNINTERRUPTED OR ACCURATE OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE DURABLE SAAS SERVICES. FOR CLARITY, CUSTOMER ASSUMES ALL RISK, NOT LIMITED TO, FOR: (I) CONTENT UPLOADED TO THE DURABLE SAAS SERVICES, (II) THE OUTPUTS GENERATED BY THE ARTIFICIAL INTELLIGENCE FEATURES OF THE DURABLE SAAS SERVICES, (III) ITS USE OF THE DURABLE SAAS SERVICES, AND (IV) ANY ACTION ARISING FROM OR RELATED TO ANY ALLEGATION THAT THE OUTPUTS GENERATED BY THE ARTIFICIAL INTELLIGENCE FEATURES OF DURABLE’S SAAS SERVICES INFRINGE ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHT. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE DURABLE SAAS SERVICES (OR ANY PART THEREOF) AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY DURABLE TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DURABLE HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, DURABLE EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE DURABLE SAAS SERVICES OR ANY SERVICES (OR ANY PART THEREOF), IS ACCURATE, NON-INFRINGING OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.THE WEBSITE COULD INCLUDE BUGS, VIRUSES, TROJAN HORSES, OR OTHER DAMAGING OR MALICIOUS COMPUTER PROGRAMS OR SOFTWARE, AND THE WEBSITE PROVIDED COULD BE INTERRUPTED OR CEASED FROM TIME TO TIME. THE USE OF THE WEBSITE OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH THREATS OR ACTIVITIES.
Images‍
1. Images made available through theDurable SaaS Services are provided by Durable and form part of the Durable Property. Durable no longer provides access to digital stills orvideos from third-party image providers. Before those services were discontinued, Customer may have incorporated licensed images or videos provided by Getty Images (Canada), Inc. (“Getty Images”), Unsplash, Inc. (“Unsplash”) or Shutterstock, Inc (“Shutterstock”) (collectively, the “Legacy Images”) into campaigns or content created on the Durable SaaS Services. Customer may continue to use those Legacy Images in such existing campaigns or content, but no new Legacy Images are available and no new campaigns or content may be produced using them.Legacy Images are for use within the Durable SaaS Services only and may not be printed.
2. The following restrictions apply to Customer’s use of the Legacy Images provided by Getty Images and Unsplash:
3. 1. Customer will use: (A) Legacy Images provided by Getty Images in accordance with the Getty Images Content License Agreement available at https://www.gettyimages.ca/eula; and (B) Legacy Images provided by Unsplash in accordance with the Unsplash Terms and Conditions available at https://unsplash.com/terms; and
  2. Customer will not: (A) sell, modify, re-use, or re-sell the Legacy Images on a stand-alone basis; (B) activate the “right-click” function in the Legacy Images, or reverse engineer, decompile, or disassemble the Durable SaaS Services to enable the download or use of the Legacy Images without payment of fees; or (C) obtain any ownership rights to the Legacy Images.
4. In addition,, the following restrictions apply to Customer’s use of Legacy Images previously provided by Shutterstock:
5. 1. Customer will not use such Legacy Images as a trademark for a business;
  2. Customer will not use such Legacy Images to portray a person in a way that may be offensive, including: (A) in connection with adult-oriented services or ads for dating services; (B) in connection with the promotion of tobacco products; (C) in connection with political endorsements; (D) with pornographic, defamatory, unlawful, offensive or immoral content; and (E) as suffering from, or being treated for, a physical or mental ailment; and
  3. Customer will only use such Legacy Images in campaigns and content created on the Durable SaaS Services, and not with other websites or content services.
Indemnities
1. The Customer will defend, indemnify and hold harmless Durable, and its officers, directors, employees and agents (each, a “Durable Indemnitee”) from and against any and all Losses incurred by a Durable Indemnitee arising out of or relating to any claim, action, demand, inquiry, audit, proceeding, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise (collectively, an “Action”) by a third party (other than an affiliate of a Durable Indemnitee) that arise from or relate to: (i) Customer Data; (ii) Customer’s breach of any of Customer’s obligations, representations, warranties or covenants under this Agreement; (iii) unauthorized use of the Durable SaaS Services by the Customer or any Permitted User; (iv) any allegation the data, information or content generated by Customer, arising from the use of the Durable SaaS Services, infringe any third-party Intellectual Property Rights; (v) use of the Durable SaaS Services (or any part thereof) by Customer or any Permitted User in combination with any third party software, application or service; or (vi) Customer’s use of the Financial Services, including any violation of the Financial Services Agreements, or applicable anti-money laundering, sanctions, or financial services laws. Customer will fully cooperate with Durable in the defense of any claim defended by Customer pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of Durable. For clarity, Customer assumes all responsibility for the data, information or content generated by the Durable SaaS Services, including those generated by artificial intelligence.
Limitation of Liabilities
1. AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF DURABLE IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE DURABLE SAAS SERVICES IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL DURABLE’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
2. TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL DURABLE BE LIABLE TO CUSTOMER OR ANY PERMITTED USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (i) SAVINGS, (ii) PROFIT, (iii) DATA, (iv) USE, OR (v) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT OR IN CONNECTION WITH THE USE OF THE DURABLE SAAS SERVICES AND WEBSITE (INCLUDING ANY CONTENT, DATA OR INFORMATION GENERATED THROUGH ARTIFICIAL INTELLIGENCE), REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
Term and Termination
1. Term. This Agreement will commence on the Effective Date and continue to be in effect for until the end of Customer’s subscription (the “Initial Term”). The Term will automatically renew for successive periods equivalent to the Initial Term (each a “Renewal Term”, and together with the Initial Term, the “Term”), unless Customer cancels its subscription through its Customer User Account before the end of the then-current Term, or Durable provides Customer with written notice of non-renewal not less than 30 days prior to the end of the then-current Term. Cancellation takes effect at the end of the then-current Term, and Customer will retain access to the Durable SaaS Services until that time.
2. Termination by Durable. In addition, and not withstanding anything to the contrary in this Agreement, Customer’s and all Permitted Users’ access to the Durable SaaS Services may be terminated or suspended by Durable at any time at Durable’s sole discretion. Durable may immediately terminate Customer’s right to use the Durable SaaS Services or this Agreement: (1) if Durable believes that Customer or any Permitted User has violated this Agreement; (2) if Durable believes the use of Customer Data with the Durable SaaS Services is not in Durable’s or its users’ best interests; (3) if Durable ceases to offer the Durable SaaS Services; or (4) as required by applicable laws.
3. Termination. In addition to its rights under Section 12(b), Durable may, in its discretion, terminate the Agreement at any time by providing at least 30 days’ advance written notice to Customer, in which case Durable will refund any prepaid Fees for the unused portion of the then-current Term. Durable may, in addition to other relief, terminate this Agreement if the Customer commits a material breach of this Agreement and fails to correct such breach within 30 calendar days after receipt of notice of such breach. Durable may in its discretion terminate this Agreement effective immediately upon delivery of notice of termination to Customer if Customer becomes insolvent, ceases to conduct business in the ordinary course, takes any step or proceeding available to Customer for the benefit of insolvent debtors, or is subject to a proceeding for liquidation, dissolution or winding up, or a receiver, receiver-manager, liquidator or trustee in bankruptcy.
4. Effect of Termination. Upon expiration or termination of this Agreement, Customer will immediately cease (and ensure that all Permitted Users immediately cease) accessing or using Durable SaaS Services and return any Durable Property in its possession and certify in writing to Durable that the Durable Property has been returned. In the event that applicable law, including without limitation privacy laws, does not permit Durable to comply with the delivery or destruction of the Customer Data, Durable warrants that it shall ensure the confidentiality of the Customer Data in accordance with applicable law. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund. All Fees due and payable and any amounts due to Durable are immediately due and are to be immediately paid by Customer to Durable.
5. Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 3 (Ownership; Reservation of Rights), Section 5 (Privacy), Section 6 (Fees and Payment), Section 7 (Confidential Information), Section 8 (Warranty and Disclaimer), Section 10 (Indemnities), Section 11 (Limitation of Liabilities), Section 12(e) (Survival), Section 14 (Notices), Section 15 (General Provisions), and Section 16 (Definitions).
Support Services
1. Customer will generally have access to Durable’s technical support through the following channels, in order of preference: (i) in-app chat, (ii) email at [email protected], and (iii) our help centre at help.durable.com (“Support Services”). Durable may amend the Support Services from time to time in its sole discretion.
Notices
1. Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be sent:
2. 1. if to Durable, to the following Durable’s address and email contact: Attention: Durable Technologies Inc. Legal Email: [email protected]; and‍
  2. if to Customer, to the current mailing or email address that Durable has on file with respect to Customer.
3. Durable may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer. Customer is solely responsible for keeping Customer’s contact information on file with Durable current at all times during the Term.
General Provisions
1. Assignment. Customer may not assign this Agreement to any third party without Durable’s prior written consent. Any purported assignment or delegation by Customer in violation of this Section 15(a) will be null and void. Durable may assign this Agreement or any rights under this Agreement to any third party without Customer’s consent. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.
2. Governing Law and Attornment. This Agreement and any Action related thereto will be governed by and construed in accordance with the laws of the British Columbia and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Vancouver, British Columbia, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This choice of jurisdiction does not prevent Durable from seeking injunctive relief with respect to a violation of Intellectual Property Rights or confidentiality obligations in any appropriate jurisdiction.
3. Export Restrictions. Customer will comply with all export laws and regulations that may apply to its access to or use of the Durable SaaS Services. Durable makes no representation or warranty that the Durable SaaS Services may be exported without Customer first obtaining appropriate licenses or permits under applicable law, or that any such license or permit has been, will be, or can be obtained.
4. Construction. Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion” mean the right of a Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party.
5. Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond that Party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving that Party’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party websites (“Force Majeure”). For clarity, a Force Majeure event shall not excuse the Customer from its failure to pay Fees or Customer’s indemnities under this Agreement. This Section does not apply to any of Customer’s obligations under Sections 6, 7, or 10.
6. Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
7. Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
8. Independent Contractors. Durable’s relationship to Customer is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and neither Party will represent to any third party that it has, any authority to act on behalf of the other Party.
9. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral.
10. Amendments. No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. NOTWITHSTANDING THE PRECEDING SENTENCE, DURABLE MAY UNILATERALLY AMEND THIS AGREEMENT, IN WHOLE OR IN PART (EACH, AN “AMENDMENT”), BY GIVING CUSTOMER PRIOR NOTICE OF SUCH AMENDMENT OR POSTING NOTICE OF SUCH AMENDMENT ON THE WEBSITE. UNLESS OTHERWISE INDICATED BY DURABLE, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE THE NOTICE OF SUCH AMENDMENT IS PROVIDED TO CUSTOMER OR IS POSTED ON THE WEBSITE (WHICHEVER IS THE EARLIER).
11. Language. This Agreement and all related documents are drawn up in English, and Customer expressly wishes that this Agreement and all related documents be drawn up in English only. If Customer is located in Québec, Durable will provide Customer with the French version of this Agreement, at no charge, before Customer accepts this Agreement, and Customer will be bound by this English version only if Customer expressly chooses it after receiving the French version.
Definitions. As used in this Agreement, the following capitalized words have the meaning set out below
1. “Customer Data” means any data, information, content, records, and files that Customer or any Permitted User loads or enters into, transmits to, or otherwise inputs to the Durable SaaS Services, including but not limited to Personal Information and financial data provided in connection with the Financial Services, excluding Aggregated Data and any other Durable Property.
2. “Durable SaaS Services” means: (i) the Durable SaaS Services through which Durable hosts and makes available the Durable SaaS Services as described on the Website and (ii) any component or Modification of the Durable SaaS Services referred to in (i) including any new developments, features or products made available to Customer as part of the Durable SaaS Services.
3. “Financial Services” means the embedded money management and financial account features made available through the Durable SaaS Services, as further described in Section 1, including without limitation financial accounts, transfers, payments, spendcards, and payment acceptance features provided by Stripe, Inc. and its affiliates through the Stripe Treasury platform and Stripe Payments, in partnership with Stripe’s bank partners.
4. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
5. “Licensed Third Party Technology” means third party technology that is licensed under separate license terms and not under this Agreement.
6. “Loss” or “Losses” means any and all losses, damages, claims, Actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
7. “Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.
8. “Personal Information” means information about an identifiable individual provided by Customer under this Agreement.
9. “Website” means any websites used by Durable to provide the Durable SaaS Services, including the websites located at https://durable.com/.