Terms of Service
- 01Agreement and acceptance
- 02Definitions
- 03The Service
- 04Accounts and eligibility
- 05Fees and billing
- 06Service levels and credits
- 07Client Data and license
- 08Acceptable use
- 09Intellectual property
- 10Confidentiality
- 11Data handling and retention
- 12Copyright and DMCA policy
- 13Disclaimers
- 14Indemnification
- 15Limitation of liability
- 16Term, suspension, and termination
- 17Force majeure
- 18Changes to the Service and these Terms
- 19Export and sanctions compliance
- 20Publicity
- 21Notices
- 22Governing law, venue, jury and class waivers
- 23Miscellaneous
01Agreement and acceptance
These Terms of Service (these "Terms") are a binding agreement between PearFare LLC, a Wisconsin limited liability company ("PearFare", "we", "us", "our"), and the business entity that opens an account (the "Client", "you", "your"). These Terms govern your access to and use of trypearfare.com, the client portal at app.trypearfare.com, the API at api.trypearfare.com, and the batch data extraction service we provide through them (together, the "Service").
You accept these Terms at account activation by checking the acceptance box in the portal, which includes the statement "I have authority to bind [Company]", and clicking to activate the account. That action constitutes a signature. We log each acceptance with a timestamp, the accepting user, and the version of these Terms accepted.
The person accepting these Terms represents that they are authorized to bind the Client to these Terms. If the person does not have that authority, or if you do not agree to these Terms, do not activate an account or use the Service.
These Terms also govern free pilots under Section 3.6 and any Volume agreement or order form we sign with you. If a signed Volume agreement or order form conflicts with these Terms, the signed document controls for its subject matter.
02Definitions
- "Batch Window" means a nightly processing window that opens at 22:00 US Central Time.
- "Client Data" means all Source Pages, Schemas, files, and other data or materials that you (or anyone acting on your behalf) submit to the Service, together with data derived from them during processing. Client Data does not include Output once delivered, which is addressed separately, or Feedback.
- "Confidential Information" has the meaning given in Section 10.
- "Delivery" means Output being made available to you for download through the portal, the API, or your designated S3 destination.
- "Failed Page" means a Page for which we do not deliver Output that validates against your Schema.
- "Output" means the structured JSON produced by the Service from your Source Pages and validated against your Schema.
- "Page" means a single unit of source content counted by our intake system when a batch is submitted. The Page count shown in the portal at intake is the authoritative count for billing and service-level measurement.
- "Plan" means a pricing plan described in Section 5 or in a signed Volume agreement.
- "Schema" means the JSON schema you supply that defines the structure Output must validate against.
- "Source Pages" means the HTML, PDF, CSV, or TXT files you upload for extraction. Source Pages are collected by you, not by us.
- "Tuned Extractor" means the language-model extractor configuration and weights that we tune for your account using your Client Data.
03The Service
3.1 What the Service does
PearFare is a business-to-business batch data extraction service. You upload your own already-collected Source Pages (HTML, PDF, CSV, or TXT, packaged as zip archives) through the portal, the API, or an S3 transfer. Our tuned language-model extractors convert those pages into JSON validated against your Schema, and we deliver the Output back to you. PearFare does not crawl, scrape, or otherwise collect source content from any website or third party. All Source Pages come from you.
3.2 Batch windows and delivery
Processing runs in nightly Batch Windows that open at 22:00 US Central Time. Our operational target is Delivery by 8:00 AM US Central Time the following morning. Marketing materials may describe typical turnaround (for example, "under 10 hours"); those statements are targets only. The contractual commitment is the 12-hour window in Section 6: a Page is on time if its Output is delivered within 12 hours after the opening of the Batch Window in which it was scheduled (that is, by 10:00 AM US Central Time).
3.3 Volume caps
Standard Plans are capped at 250,000 Pages per nightly Batch Window. If you submit a larger single batch, we will either split it across consecutive Batch Windows or, for sustained higher volume, move you to a Volume agreement. Each split portion is measured against the Batch Window in which it is actually scheduled.
3.4 Schemas and validation
You are responsible for supplying and maintaining your Schema. Output is validated against the Schema in effect when the batch is submitted. Plan-specific schema limits apply (for example, the Aggregator plan includes up to 3 schemas). Changes to your Schema apply to batches submitted after the change.
3.5 Extractor tuning
We tune a dedicated extractor for your account using your Client Data. Your Client Data is used to tune only your own Tuned Extractor. It is never used to train or tune models for any other party. See Sections 9 and 11.
3.6 Free pilot
We offer a free pilot of up to 10,000 Pages. No payment details are required. The pilot includes a scored accuracy report so you can evaluate extraction quality on your own data. The pilot is provided AS IS, with no service-level commitment and no credits. All other provisions of these Terms apply to pilots, including Sections 7, 8, 10, 11, 13, 14, and 15. We may limit, condition, or withdraw pilot availability at our discretion.
04Accounts and eligibility
The Service is offered to businesses only. It is not a consumer service, and you agree that consumer protection laws that apply only to consumer transactions do not apply to your use of the Service. To open an account you must:
- be at least 18 years old and able to form a binding contract;
- use the Service only for business purposes on behalf of the Client entity; and
- provide accurate, current registration and billing information and keep it up to date.
You are responsible for all activity under your account, including activity by your employees and contractors. Keep your credentials and API keys confidential. Notify us promptly at pilot@trypearfare.com if you suspect unauthorized access or a compromised credential. We are not liable for loss caused by unauthorized use of your account that results from your failure to protect your credentials.
05Fees and billing
5.1 Plans and pricing
| Plan | Base price | Included pages / month | Additional pages |
|---|---|---|---|
| Metered | $1.25 per 1,000 Pages, $99 monthly minimum | Pay per use | $1.25 per 1,000 |
| Retainer | $449 / month | 500,000 | $0.90 per 1,000 |
| Aggregator | $1,190 / month | 2,000,000 (up to 3 schemas, white-label) | $0.60 per 1,000 |
| Volume | Custom (5M+ Pages / month) | Per signed agreement | Per signed agreement |
5.2 How billing works
- Recurring Plan fees and the Metered plan's $99 monthly minimum bill monthly in advance at the start of each billing cycle.
- Usage above a Plan's included volume, and Metered usage above the monthly minimum, bills in arrears on the following invoice.
- Failed Pages are never billed.
- Volume agreements may be billed by purchase order and invoice, on the payment terms stated in the signed agreement.
- You may cancel any Plan at any time; cancellation takes effect at the end of the current billing cycle. Fees already paid for the current cycle are not refunded except as expressly stated in these Terms (for example, the credits in Section 6).
5.3 Taxes
Fees are exclusive of taxes. You are responsible for all sales, use, value-added, and similar taxes arising from your purchase, other than taxes on our income. If we are required to collect a tax, we will add it to your invoice.
5.4 Failed payment and suspension
If a payment fails or an invoice becomes overdue, we will notify you and give you a reasonable opportunity to cure. If the amount remains unpaid after notice, we may suspend processing of new batches until the account is current. Suspension for nonpayment does not relieve you of amounts owed, and Batch Windows missed during a nonpayment suspension do not count against the service levels in Section 6. We may charge interest and reasonable collection costs on overdue amounts to the extent permitted by applicable law.
5.5 Price changes
We may change pricing with at least 30 days' advance notice by email or through the portal. Price changes take effect at the start of the first billing cycle that begins after the notice period ends. If you do not accept a price change, cancel before it takes effect; your existing pricing applies through the end of your then-current cycle. Pricing in a signed Volume agreement changes only as that agreement provides.
06Service levels and credits
6.1 The commitment
On-time completion is measured monthly as the share of Pages delivered within the 12-hour contractual window described in Section 3.2, across all of your Batch Windows in the billing cycle.
| Monthly on-time completion | Effect on that cycle's invoice |
|---|---|
| 99% or higher | Bills at the full rate |
| At least 95% but below 99% | Automatic 25% credit |
| Below 95% | Automatic 50% credit |
6.2 How credits work
- Credits are applied automatically to the invoice for the affected billing cycle. You do not need to file a claim.
- Failed Pages are never billed, whether or not a credit applies.
- Credits apply to the fees for the affected cycle and are not redeemable for cash.
6.3 Exclusions
The service-level commitment does not apply to: (a) the free pilot; (b) delays caused by Client Data (for example, corrupt archives, malformed files, or an invalid Schema), your systems, or your delivery destination; (c) suspensions under Section 5.4 or Section 16.2; or (d) force majeure events under Section 17. Pages excluded under this Section 6.3 are excluded from the on-time measurement, not counted as late.
07Client Data and license
7.1 Your ownership
You own all Client Data. Nothing in these Terms transfers ownership of Client Data to us.
7.2 License to us
You grant us a limited, non-exclusive, non-transferable (except under Section 23.1) license to host, copy, transform, and otherwise process Client Data solely to: (a) provide the Service to you, including tuning your Tuned Extractor and validating and delivering Output; (b) provide support you request; and (c) comply with applicable law. This license ends when the Client Data is purged under Section 11. We claim no other rights in Client Data.
7.3 Your warranties about Client Data
You represent and warrant, on each submission, that:
- the Source Pages were collected lawfully;
- you hold all rights, consents, and permissions necessary for us to process the Client Data as described in these Terms;
- the Client Data contains no regulated data prohibited under Section 8; and
- your collection and use of the Source Pages complies with the terms of the sites or sources they came from and with all laws applicable to their collection and use.
08Acceptable use
You must not, and must not permit anyone acting on your behalf to:
- submit protected health information (PHI), payment-card data (cardholder data), or any other data whose processing is subject to a regulatory regime we have not agreed in writing to support;
- submit Client Data that you did not collect lawfully or that you lack the rights to have processed;
- use the Service to violate any law or third-party right, including intellectual property, privacy, and contract rights;
- upload malicious code or attempt to probe, breach, or test the security of the Service without our prior written consent;
- attempt to access another client's data, extractors, or account;
- reverse engineer, extract, or attempt to derive our models, model weights, or software, except to the extent a law expressly prohibits that restriction;
- resell, white-label, or provide the Service to third parties as a service bureau, except to the extent your Plan or a signed agreement expressly includes white-label rights (the Aggregator plan does); or
- interfere with or disrupt the integrity or performance of the Service.
We may suspend the Service under Section 16.2 for violations of this Section 8. We may also remove or refuse to process specific Client Data that we reasonably believe violates this Section 8 or exposes us to legal risk, and we will notify you when we do unless the law prevents it.
09Intellectual property
9.1 Your Output
Upon payment of the applicable fees, you own all right, title, and interest in the delivered Output. Output from the free pilot and from Pages that are never billed (including Failed Pages, which produce no valid Output) is yours upon Delivery.
9.2 Our pre-existing IP
We own all right, title, and interest in the Service, including our models, software, extraction pipelines, infrastructure, documentation, and everything else we developed before or outside of our work for you, together with all improvements to them. No rights in any of the foregoing are granted except the limited right to use the Service under these Terms.
9.3 Your Tuned Extractor
Tuned Extractor weights derived from your Client Data are used solely to provide the Service to you. We do not use them, or the Client Data behind them, to train or tune models for any other party. We delete your Tuned Extractor weights when your Client Data is deleted under Section 11.3.
9.4 Feedback
If you send us suggestions, ideas, or other feedback about the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or obligation to you. Feedback does not include Client Data or Output.
10Confidentiality
Confidentiality is mutual and applies on every Plan, including the free pilot.
10.1 Definition
"Confidential Information" means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances. Your Confidential Information includes Client Data, Output, and your Schemas. Our Confidential Information includes our models, weights, software, security practices, and non-public pricing.
10.2 Obligations
The Recipient must: (a) use Confidential Information only to perform under or exercise rights granted by these Terms; (b) protect it with at least the care it uses for its own similar information, and no less than reasonable care; and (c) not disclose it to anyone except employees, contractors, and advisors who need it for those purposes and are bound by confidentiality obligations at least as protective as this Section 10.
10.3 Exclusions and compelled disclosure
Confidential Information does not include information that: (a) is or becomes public without the Recipient's breach; (b) was known to the Recipient without restriction before disclosure; (c) is independently developed without use of the Discloser's Confidential Information; or (d) is rightfully received from a third party without duty of confidentiality. The Recipient may disclose Confidential Information when required by law or court order, provided it gives the Discloser prompt notice (where legally permitted) and discloses only what is required.
10.4 Duration and remedies
These obligations survive termination for as long as the information remains Confidential Information. A breach of this Section 10 may cause harm that money cannot fully remedy, so the Discloser may seek injunctive relief in addition to other remedies.
11Data handling and retention
11.1 Where processing happens
Client Data is processed on GPU servers that PearFare owns, located at a single private facility in Wisconsin, USA. For more detail on how we handle and protect data, see our Privacy and Security pages.
11.2 Retention and purge
- Standard retention. Client Data for a batch, and our copies of its Output, are purged 14 days after Delivery. Download your Output within that window.
- Zero-retention option. If you select zero retention, Client Data and our copies of Output are purged immediately upon delivery confirmation. Because we keep no copy, any re-run bills as new Pages.
- After purge. Once data is purged, re-processing requires re-submission and bills as new Pages.
11.3 Deletion on termination
When your account terminates, we delete remaining Client Data, our copies of Output, and your Tuned Extractor weights promptly after the effective date of termination, except to the extent applicable law requires us to retain specific records. Download anything you need before termination takes effect.
11.4 No cross-client use
Your Client Data tunes only your own dedicated extractor. It is never used to train or tune models for any other party, and it is never shared with, sold to, or made available to any other client or third party except as needed to provide the Service to you or as required by law.
12Copyright and DMCA policy
We respect copyright and expect our clients to do the same. Although clients, not PearFare, collect all Source Pages, we respond to copyright notices submitted under the Digital Millennium Copyright Act, 17 U.S.C. § 512 (the "DMCA"), regarding material stored on our systems at a client's direction.
12.1 Designated contact
Send copyright notices to our designated contact: pilot@trypearfare.com, subject line "DMCA Notice".
12.2 Notice requirements
To be effective under 17 U.S.C. § 512(c)(3), a written notice must include substantially the following:
- a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- identification of the copyrighted work claimed to have been infringed, or, if multiple works are covered by a single notice, a representative list of those works;
- identification of the material claimed to be infringing and information reasonably sufficient to permit us to locate it;
- information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address;
- a statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- a statement that the information in the notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Under 17 U.S.C. § 512(f), a person who knowingly materially misrepresents that material is infringing, or that it was removed by mistake, may be liable for damages.
12.3 Our response and counter-notices
On receiving a valid notice, we will act expeditiously to remove or disable access to the identified material and will take reasonable steps to notify the affected client. The affected client may submit a written counter-notice to the same designated contact containing substantially the elements required by 17 U.S.C. § 512(g)(3): a physical or electronic signature; identification of the removed material and its prior location; a statement under penalty of perjury of a good-faith belief that the material was removed or disabled as a result of mistake or misidentification; and the client's name, address, and telephone number, together with consent to the jurisdiction of the federal district court for the client's judicial district (or, if outside the United States, any judicial district in which we may be found) and acceptance of service of process from the person who provided the original notice or their agent. We handle counter-notices as the DMCA provides.
12.4 Repeat infringers
We will terminate, in appropriate circumstances, the accounts of clients who are repeat infringers.
13Disclaimers
EXCEPT FOR THE EXPRESS SERVICE-LEVEL COMMITMENT IN SECTION 6, THE SERVICE, ALL OUTPUT, AND THE FREE PILOT ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
Output is produced by machine-learning systems. Validation against your Schema confirms structure, not factual accuracy. We do not warrant that Output will be accurate, complete, or error-free, and you are responsible for reviewing Output before relying on it or providing it to others. Statements on our marketing site about typical turnaround or accuracy are targets and descriptions, not warranties.
14Indemnification
14.1 By you
You will defend, indemnify, and hold harmless PearFare and its members, managers, employees, and contractors from and against any third-party claim, and resulting damages, penalties, costs, and reasonable attorneys' fees, arising out of or relating to: (a) Client Data, including its content and the manner in which it was collected; (b) your breach of the warranties in Section 7.3 or the acceptable-use rules in Section 8; or (c) your use of Output.
14.2 By us
We will defend, indemnify, and hold you harmless from and against any third-party claim, and resulting damages, costs, and reasonable attorneys' fees, alleging that the Service itself (excluding Client Data, Output to the extent derived from Client Data, and anything you supply) infringes that third party's intellectual property rights. If such a claim arises or we believe one is likely, we may: (a) procure the right for you to keep using the Service; (b) modify or replace the affected part of the Service so it is non-infringing without materially reducing functionality; or (c) if neither is commercially reasonable, terminate the affected Service and refund any prepaid fees for the period after termination. This Section 14.2 does not apply to the extent a claim arises from Client Data, from combination of the Service with items we did not supply, or from use of the Service in breach of these Terms. This Section 14.2 states our entire obligation and your exclusive remedy for third-party infringement claims relating to the Service.
14.3 Procedure
The indemnified party must give the indemnifying party prompt written notice of the claim, sole control of the defense and settlement (provided any settlement fully releases the indemnified party and imposes no obligations on it beyond ceasing use), and reasonable cooperation at the indemnifying party's expense. Failure to give prompt notice relieves the indemnifying party only to the extent it is prejudiced.
15Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
The cap and exclusions above do not apply to: (a) a party's indemnification obligations under Section 14; (b) a party's breach of Section 10 (Confidentiality); or (c) a party's willful misconduct. Nothing in these Terms limits liability that cannot be limited under applicable law. Your payment obligations for fees properly incurred are not limited by this Section 15.
The parties agree that this Section 15 and the sole-remedy provision in Section 6 reflect the agreed allocation of risk and are reasonable given the pricing of the Service.
16Term, suspension, and termination
16.1 Term
These Terms take effect when you accept them under Section 1 and continue while you have an account. Plans run in monthly billing cycles and renew each cycle until cancelled. You may cancel at any time through the portal or by written notice; cancellation takes effect at the end of the current billing cycle. Volume agreements run for the term stated in the signed agreement.
16.2 Suspension
We may suspend your access to some or all of the Service, with notice where practicable, if: (a) payment fails and is not cured as described in Section 5.4; (b) you materially breach Section 7 or Section 8; (c) your use poses a security risk to the Service or to any other client; or (d) suspension is required by law. We will limit suspension in scope and duration to what is reasonably necessary and will restore the Service promptly once the cause is resolved.
16.3 Termination for cause
Either party may terminate these Terms if the other party materially breaches them and does not cure the breach within 30 days after written notice describing it. We may terminate immediately on written notice for breaches that cannot be cured, including material violations of Section 8 and the repeat-infringer circumstances in Section 12.4.
16.4 Effect of termination
On termination or expiration: (a) your access ends; (b) you remain responsible for fees incurred through the effective date, including usage billed in arrears; (c) we delete data as described in Section 11.3; and (d) the provisions listed in Section 23.6 survive.
17Force majeure
Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, fire, flood, epidemics, war, terrorism, civil unrest, labor disputes, governmental action, utility or power failures, internet or telecommunications outages, and third-party denial-of-service or similar attacks that could not reasonably have been prevented. The affected party must notify the other and use reasonable efforts to resume performance. If a force majeure event prevents performance for more than 30 consecutive days, either party may terminate on written notice, and we will refund any prepaid fees for the period after termination.
18Changes to the Service and these Terms
We improve the Service continuously and may change or retire features, provided we do not materially reduce the core functionality you are paying for during a billing cycle you have already paid for.
We may update these Terms. For material changes, we will give at least 30 days' advance notice by email or through the portal before the change takes effect, and the notice will state the effective date. Continued use of the Service after the effective date is acceptance of the updated Terms. If you do not agree, cancel before the effective date; the prior Terms apply through the end of your then-current billing cycle. Non-material changes (for example, clarifications and corrections) may take effect on posting. The "Effective" date at the top of this page reflects the current version.
19Export and sanctions compliance
The Service and Output may be subject to United States export control and economic sanctions laws. You represent that you and the entity you bind are not: (a) located or organized in a country or region subject to comprehensive U.S. sanctions; or (b) listed on, or majority-owned by anyone listed on, any U.S. government restricted-party list. You will not access or use the Service from, or export, re-export, or transfer the Service or software we provide to, any such country, region, or party, and you will comply with all applicable export control and sanctions laws in your use of the Service and Output.
20Publicity
Neither party will use the other party's name, logo, or trademarks, or publicly identify the other party as a client or vendor, without the other party's prior written consent. Consent given may be revoked prospectively on written notice. Nothing in this Section 20 prevents a client on a plan with white-label rights (such as Aggregator) from presenting Output to its own customers under its own brand.
21Notices
Notices under these Terms must be in writing and sent by email:
- To PearFare: pilot@trypearfare.com. For legal notices, include "Legal Notice" in the subject line.
- To you: the account email address on file in the portal. Keep it current; notice to that address is effective even if you no longer monitor it.
Email notice is deemed received on the first business day after it is sent, unless the sender receives a delivery failure. Operational messages (batch status, delivery confirmations, invoices, service notices) may be delivered through the portal, the API, or email.
22Governing law, venue, jury and class waivers
22.1 Governing law
These Terms are governed by the laws of the State of Wisconsin, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
22.2 Exclusive venue
Any dispute arising out of or relating to these Terms or the Service must be brought exclusively in the state courts located in Wisconsin or, for matters within federal jurisdiction, the United States District Court for the Eastern District of Wisconsin. Each party consents to the personal jurisdiction of those courts and waives any objection to venue there. These Terms contain no arbitration clause; disputes are resolved in court.
22.3 Jury trial waiver
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.
22.4 Class action waiver
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. If this waiver is found unenforceable as to a particular claim, it is severed for that claim only and the remainder of this Section 22 still applies.
22.5 Time to bring claims
To the extent permitted by law, any claim arising out of or relating to these Terms or the Service must be brought within one year after the claim accrued, or it is permanently barred. This Section 22.5 does not apply to our claims for unpaid fees or to either party's claims under Section 10.
23Miscellaneous
23.1 Assignment
You may not assign these Terms, in whole or in part, without our prior written consent, except to a successor in a merger, acquisition, or sale of substantially all assets that is not our direct competitor, with written notice to us. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all assets. Any other attempted assignment is void. These Terms bind and benefit the parties and their permitted successors and assigns.
23.2 Severability
If any provision of these Terms is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be, and the rest of these Terms remains in effect.
23.3 Waiver
A failure or delay in exercising a right under these Terms is not a waiver of it. A waiver is effective only if in writing and signed by the waiving party, and applies only to the specific instance stated.
23.4 Entire agreement and order of precedence
These Terms, together with any signed Volume agreement or order form and the policies they reference (including our Privacy and Security pages), are the entire agreement between the parties about the Service and supersede all prior or contemporaneous agreements, proposals, and communications on that subject. If there is a conflict, a signed Volume agreement or order form controls over these Terms for its subject matter, and these Terms control over referenced policies. Terms on a purchase order or other client form are rejected and have no effect, even if we process the purchase order.
23.5 Relationship; no third-party beneficiaries
The parties are independent contractors. These Terms create no partnership, joint venture, agency, or employment relationship, and no third party has any rights under them.
23.6 Survival
Sections 5 (for amounts owed), 7.3, 9, 10, 11.3, 12, 13, 14, 15, 16.4, 21, 22, and 23 survive termination or expiration of these Terms, along with any other provision that by its nature should survive.
23.7 Interpretation
Headings are for convenience only. "Including" means "including without limitation". These Terms are written in English, and the English version controls over any translation.
Questions about these Terms? Contact us at pilot@trypearfare.com.