Terms of service

3.1 Service description

Ji4 provides customer support software designed for engineering teams that manage their work in Linear.

Depending on the Customer's subscription, the Service may include:

1. A shared inbox for customer support conversations.
2. Conversion of support conversations into Linear issues and linking of conversations to existing issues.
3. Synchronisation of issue status between Linear and the Service.
4. Automated status updates to End Users as linked work progresses.
5. A customer portal through which End Users can view the status of their requests.
6. AI assisted features, such as duplicate detection, semantic search, and drafting of Linear issues from support conversations.
7. Reporting relating to the Customer's support activity.
8. Integrations with third party platforms.
9. APIs, data exports and workflow tools.
10. Additional features described on the Ji4 website or in an Order.

Features vary by plan and may change over time.

3.2 No guaranteed outcome

Ji4 is a support tooling platform. The Customer remains responsible for operating its own support function.

We do not guarantee:

1. Any particular response time, resolution time or resolution rate for the Customer's support operations.
2. That End Users will be satisfied with the Customer's support.
3. Delivery of any individual email or notification, which depends on third party mail systems, End User configuration and spam filtering outside our control.
4. That issues will be synchronised with Linear without interruption, which depends on Linear's platform and the Customer's Linear subscription.
5. That AI assisted Output will be accurate, complete or suitable to send without review.
6. Any particular commercial, operational or reputational result.

The Customer remains responsible for deciding whether and how to act on any Output.

3.3 Evolving service

The Service will continue to develop.

We may add, modify, replace or discontinue features where reasonably necessary to:

1. Improve the Service.
2. Address security or reliability issues.
3. Comply with law.
4. Respond to changes made by third party providers.
5. Manage technical or operational requirements.
6. Replace features with substantially equivalent functionality.

We will not materially reduce the core functionality of a paid subscription during its current Subscription Term without reasonable justification.

Where a change materially and negatively affects the Customer's use of the Service, we will provide reasonable notice where practicable and any rights required by applicable law.

3.4 Beta and experimental features

We may make preview, beta, trial or experimental features available.

Such features may be incomplete, inaccurate, changed or withdrawn at any time. Unless expressly agreed otherwise, they are provided without service commitments, warranties or support obligations.

The Customer should not rely on beta or experimental features for critical business processes.

4.1 Account registration

The Customer must provide accurate and complete registration and billing information.

The Customer must keep this information current throughout the Subscription Term.

We may reject, suspend or remove an account that:

1. Contains false or misleading information.
2. Impersonates another person or organisation.
3. Was created without proper authority.
4. Presents a security, fraud or legal risk.
5. Is being used contrary to these Terms.

4.2 Account responsibility

The Customer is responsible for:

1. All activity conducted through its account.
2. Its Authorised Users.
3. Assigning appropriate account permissions.
4. Protecting passwords, tokens and credentials.
5. Promptly removing access when an Authorised User no longer requires it.
6. Informing Ji4 without undue delay of suspected unauthorised access.

Each account and user credential must be used only by the person or entity to whom it was issued.

Credentials may not be shared unless the Service expressly supports shared or service accounts.

4.3 Account administrator

The Customer may designate one or more account administrators.

An administrator may be able to:

1. Add or remove Authorised Users.
2. View account activity.
3. Access Customer Data.
4. Configure integrations.
5. Manage billing and subscriptions.
6. Export or delete Customer Data.
7. Make decisions binding on the Customer.

The Customer is responsible for selecting and supervising its administrators.

4.4 Seat and usage limits

The Customer must remain within the user, project, workspace, usage, storage, API or other limits included in its plan.

We may request that the Customer upgrade its plan or pay applicable additional charges where usage exceeds the purchased allowance.

We will not impose unlisted charges without informing the Customer of the applicable price or obtaining agreement where required.

6.1 Subscription plans

The features, limits, billing interval and fees applicable to the Customer are those shown at checkout or stated in the applicable Order.

Except where an Order states otherwise, subscriptions are billed in advance.

6.2 Recurring billing

Where the Customer purchases a recurring subscription, the Customer authorises Ji4 and its payment provider to charge the selected payment method for:

1. Subscription fees.
2. Applicable taxes.
3. Agreed additional usage.
4. Any other charges authorised under an Order.

The subscription will renew automatically for successive periods equal to the initial billing period unless cancelled before the renewal date.

We will provide renewal information where required by law or stated in an Order.

6.3 Monthly subscriptions

A monthly subscription renews each month until cancelled.

Cancellation takes effect at the end of the current paid billing period unless otherwise stated at checkout or in an Order.

6.4 Annual subscriptions

An annual subscription commits the Customer for the full annual Subscription Term.

Unless an Order expressly permits early termination, cancellation prevents the next renewal but does not end or refund the current annual Subscription Term.

Nothing in this section limits any mandatory switching or termination rights that apply under law.

6.5 Free trials

We may offer a free trial.

Unless otherwise stated:

1. A trial is provided for evaluation only.
2. Trial functionality may be limited.
3. We may end or modify a trial at any time.
4. Customer Data may be deleted after the trial ends.
5. Trial access does not create an obligation to provide ongoing access or support.

Where payment details are required for a trial that automatically becomes paid, the renewal terms and price will be displayed before the Customer subscribes.

6.6 Fees

Fees are stated exclusive of VAT and other taxes unless expressly indicated otherwise.

The Customer is responsible for all applicable taxes, duties and government charges, excluding taxes based on Ji4's net income.

6.7 Price changes

We may change subscription prices by giving reasonable advance notice.

A price change will normally apply from the Customer's next renewal and not during a prepaid Subscription Term.

The Customer may prevent renewal by cancelling before the new price takes effect.

6.8 Payment failure

If a payment is overdue, we may:

1. Retry the payment method.
2. Notify the Customer.
3. Restrict paid functionality.
4. Suspend access after providing reasonable notice.
5. Charge reasonable recovery costs permitted by law.
6. Terminate the subscription if payment remains outstanding.

The Customer remains responsible for fees accrued before suspension or termination.

We will not suspend the Service for a genuinely disputed invoice while the parties are actively working in good faith to resolve the dispute, provided that the undisputed portion has been paid.

6.9 Refunds

Fees are non-refundable except:

1. Where required by law.
2. Where expressly stated in an Order.
3. Where Ji4 agrees otherwise in writing.
4. Where these Terms expressly provide a termination and refund right.

Where a refund is due following termination caused by Ji4's material breach, it will normally be calculated on a pro rata basis for the unused prepaid portion of the affected Subscription Term.

7.1 Acceptable use

The Customer must use the Service lawfully and responsibly.

The Customer must not, and must not permit any third party to:

1. Use the Service for unlawful, fraudulent, deceptive or abusive activity.
2. Infringe intellectual property, privacy, confidentiality or other rights.
3. Upload malware or malicious code.
4. Attempt to gain unauthorised access to the Service or another customer's account.
5. Probe, scan or test the Service for vulnerabilities without prior written permission.
6. Circumvent access controls, rate limits, usage limits or security measures.
7. Interfere with the integrity, performance or availability of the Service.
8. Use automated means to access or extract data except through an authorised Ji4 feature or API.
9. Scrape, crawl or reproduce the Service or its user interface.
10. Reverse engineer, decompile, disassemble or attempt to derive source code, except to the limited extent such restriction is prohibited by law.
11. Copy, modify or create derivative works from the Service.
12. Resell, sublicense, lease or commercially provide the Service to third parties unless authorised in an Order.
13. Use the Service to develop, train, benchmark or improve a competing product or service.
14. Remove proprietary notices.
15. Misrepresent Output as independently verified fact.
16. Use Output to make unlawful, discriminatory or harmful decisions.
17. Use the Service in a manner that creates an unreasonable security, legal or operational risk.
18. Submit personal data, confidential data or regulated information that is not reasonably required for the intended use of the Service.
19. Use the Service for high risk decisions where errors could reasonably cause death, personal injury or serious harm.
20. Use the Service in violation of a third party platform's applicable terms.

Reasonable comparative evaluation for the Customer's internal purchasing purposes is permitted.

7.2 Communications sent through the Service

The Service may send emails and notifications to End Users on the Customer's behalf, including replies composed by Authorised Users and automated status updates configured by the Customer.

The Customer:

1. Is responsible for the content of communications sent through its account.
2. Warrants that its use of the Service to send communications complies with applicable law, including electronic communications and anti-spam law.
3. Must not use the Service to send unsolicited marketing communications.
4. Must ensure that any sending domain or address it connects is one it is authorised to use.

Ji4 may suspend or restrict sending functionality where reasonably necessary to protect deliverability, comply with law or prevent abuse, and will notify the Customer where practicable.

8.1 Ownership

As between Ji4 and the Customer, the Customer retains all rights in Customer Data.

These Terms do not transfer ownership of Customer Data to Ji4.

8.2 Permission to process Customer Data

The Customer grants Ji4 a limited, non-exclusive licence to host, copy, transmit, display, transform and otherwise process Customer Data only as reasonably necessary to:

1. Provide the Service.
2. Generate Output.
3. Maintain and secure the Service.
4. Prevent misuse.
5. Provide support.
6. Comply with law.
7. Perform other activities authorised by the Customer.

This licence continues only for as long as reasonably required to provide the Service and meet applicable legal, security and backup obligations.

8.3 Customer responsibilities

The Customer represents and warrants that:

1. It has the right to submit and use Customer Data.
2. Its instructions to Ji4 are lawful.
3. Customer Data does not infringe third party rights.
4. It has provided all notices and obtained all permissions required for the processing.
5. It will not submit data prohibited by these Terms.

The Customer remains responsible for the accuracy, quality, legality and appropriateness of Customer Data.

8.4 Personal data

Where Ji4 processes personal data on behalf of the Customer, the parties' Data Processing Agreement applies.

The Ji4 Privacy Policy explains how Ji4 processes personal data for its own purposes, including account, billing, security and service administration.

8.5 Sensitive and regulated information

The Service is a customer support platform and is not designed for the systematic processing or storage of:

1. Special category personal data.
2. Medical or health records.
3. Payment card numbers.
4. Government identification numbers.
5. Biometric identifiers.
6. Criminal conviction data.
7. Classified government information.
8. Data subject to sector specific security requirements.

The Customer must not solicit such information from End Users through the Service, use the Service to systematically collect or manage it, or configure forms, templates or portal fields that request it.

The Customer acknowledges that End Users may occasionally volunteer such information in support communications without invitation. The Customer is responsible for handling any such content appropriately, including deleting or redacting it where required, and Ji4 will process it only as part of Customer Data in accordance with these Terms and the Data Processing Agreement.

8.6 Aggregated service information

Ji4 may create and use aggregated or statistical information derived from operation of the Service, provided that it does not identify the Customer, an Authorised User, an End User or any individual.

We may use this information to:

1. Operate and secure the Service.
2. Understand service usage.
3. Improve features.
4. Plan capacity.
5. Produce general statistics.
6. Detect abuse and technical problems.

Ji4 will not publicly identify the Customer through such information without permission.

8.7 End Users

The Service processes communications from End Users and may expose functionality, such as the customer portal and automated status updates, directly to them.

As between Ji4 and the Customer, the Customer is responsible for:

1. Its relationship with its End Users.
2. The lawfulness of processing End User personal data through the Service, including having an appropriate legal basis.
3. Providing End Users with any privacy notices or information required by law.
4. The content of communications sent to End Users through the Service, including automated and AI assisted communications approved or configured by the Customer.
5. Responding to End User rights requests relating to Customer Data, with Ji4 providing assistance as described in the Data Processing Agreement.

End Users are not party to these Terms and acquire no rights under them.

9.1 AI assisted functionality

The Service may use machine learning models, large language models, automated analysis and third party artificial intelligence services.

Output may be generated from:

1. Customer Data.
2. The Customer's configuration and templates.
3. Third party data sources and platforms connected by the Customer.
4. Ji4 algorithms and methodologies.
5. Inferences derived from available information.

9.2 Limitations of Output

AI generated and automated Output may:

1. Be incomplete.
2. Be inaccurate.
3. Be outdated.
4. Contain errors or misleading information.
5. Vary between requests.
6. Reflect limitations or biases in underlying data or models.
7. Attribute information incorrectly.
8. Fail to identify relevant information.
9. Change when an external provider changes its model, data or methodology.

AI assisted Output, including drafted replies and summaries, is prepared for review by the Customer. The Customer must review Output before it is sent to an End User or otherwise relied upon, except where the Customer has expressly configured an automated workflow, in which case the Customer accepts responsibility for communications sent by that workflow.

9.3 No professional advice

Output is provided for informational and business support purposes.

It is not legal, financial, accounting, tax, medical, security or other regulated professional advice.

The Customer should obtain appropriate professional advice where required.

9.4 Customer decisions

Ji4 does not make decisions on the Customer's behalf.

The Customer is solely responsible for:

1. Decisions made using the Service.
2. Content sent to End Users or published based on Output.
3. Changes made to websites, systems or workflows.
4. Communications issued to third parties.
5. Verifying factual statements.
6. Ensuring legal and regulatory compliance.
7. Maintaining appropriate human review.

9.5 Third party model terms

Certain AI features may depend on third party model providers.

Use of those features may be subject to technical limits and provider policies.

We may replace a model or provider where reasonably necessary for quality, availability, security, compliance or commercial reasons.

10.1 Integrations

The Service may connect to products, APIs, websites and data sources supplied by third parties.

Examples may include:

1. Linear.
2. Email providers and mail infrastructure.
3. Artificial intelligence platforms.
4. Payment providers.
5. Cloud hosting and infrastructure providers.
6. Messaging and collaboration platforms.

10.2 Customer authorised access

Where the Customer connects a third party account, the Customer authorises Ji4 to access and process information from that service as necessary to provide the integration.

The Customer is responsible for:

1. Having authority to connect the account.
2. Complying with the third party's terms.
3. Configuring appropriate permissions.
4. Reviewing what information is shared.
5. Disconnecting integrations no longer required.

10.3 Third party availability

Ji4 does not control third party services.

A third party may:

1. Change or withdraw an API.
2. Restrict access.
3. Change pricing.
4. Change data formats.
5. Introduce usage limits.
6. Suspend the Customer's third party account.
7. Experience outages.
8. Block or limit automated requests.

Ji4 is not responsible for a failure caused by a third party service outside our reasonable control.

We may modify, replace or discontinue an affected integration. Where the effect on a paid feature is material, we will use reasonable efforts to provide notice and, where practicable, an alternative.

10.4 Third party terms

Third party services are governed by their own terms and privacy policies.

Ji4 does not endorse or accept responsibility for third party content merely because it is accessible through the Service.

10.5 Linear dependency

Core functionality of the Service depends on integration with Linear.

The Customer acknowledges that:

1. Use of Linear dependent features requires the Customer to hold its own Linear subscription and to authorise the connection between the Service and its Linear workspace.
2. Certain functionality may depend on the Customer's Linear plan tier.
3. Linear may change its APIs, features, pricing, plan structure or terms at any time, and such changes are outside Ji4's control.
4. Ji4 is not affiliated with, endorsed by or sponsored by Linear.

Section 10.3 applies to changes to or failures of the Linear platform.

11.1 Ji4 property

Ji4 and its licensors retain all rights in:

1. The Service.
2. Software and source code.
3. User interfaces.
4. Designs.
5. Documentation.
6. Models and methodologies.
7. Workflows and processes.
8. Databases and data structures.
9. Report templates.
10. Trade marks, branding and logos.
11. Improvements and derivative works.
12. Aggregated service information.

Except for the limited access right granted under these Terms, no rights are transferred to the Customer.

11.2 Right to use the Service

Subject to payment of applicable fees and compliance with these Terms, Ji4 grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right during the Subscription Term to permit its Authorised Users to access and use the Service for the Customer's internal business purposes, including communicating with its End Users.

11.3 Output

Subject to applicable law, third party rights and payment of all fees, the Customer may use, reproduce, adapt and send or publish Output generated specifically for the Customer for its business purposes.

Ji4 does not guarantee that:

1. Output qualifies for intellectual property protection.
2. The Customer will own exclusive rights in Output.
3. Similar output will not be generated for another customer.
4. Output is free from third party rights.

The Customer is responsible for reviewing Output before publication, sending or commercial use.

11.4 Feedback

If the Customer provides suggestions, ideas or feedback about the Service, Ji4 may use them without restriction or payment, provided that this does not give Ji4 ownership of Customer Data or confidential information.

11.5 Ji4 branding

The Customer may not use Ji4's name, logo or trade marks without prior written permission, except to identify Ji4 as a service provider in a factual and non-misleading manner.

Ji4 will not publicly identify the Customer as a customer or use the Customer's branding in marketing materials without permission.

The End User facing customer portal may display Ji4 branding in accordance with the Customer's plan.

12.1 Confidential information

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or should reasonably be understood to be confidential.

It includes:

1. Customer Data.
2. Product plans.
3. Security information.
4. Technical information.
5. Pricing not publicly available.
6. Business plans.
7. Trade secrets.
8. Account credentials.

12.2 Confidentiality obligations

The receiving party must:

1. Use Confidential Information only to perform or receive the Service.
2. Protect it using at least reasonable care.
3. Disclose it only to personnel, professional advisers and subcontractors who need access and are subject to confidentiality obligations.
4. Not disclose it to another person without permission.

12.3 Exclusions

Confidential Information does not include information that the receiving party can demonstrate:

1. Is publicly available without breach.
2. Was lawfully known without restriction before disclosure.
3. Was received lawfully from another source.
4. Was independently developed without using the disclosing party's Confidential Information.

12.4 Required disclosure

A party may disclose Confidential Information where required by law, court order or a competent authority.

Where legally permitted, the receiving party will provide reasonable advance notice and assistance so that the disclosing party may seek protective measures.

12.5 Duration

These confidentiality obligations continue during the agreement and for five years after it ends.

Obligations relating to trade secrets continue for as long as the information remains a trade secret under applicable law.

14.1 Availability

We will use commercially reasonable efforts to make the Service available.

Unless an Order includes a separate Service Level Agreement, we do not guarantee a particular uptime percentage, response time or resolution time.

14.2 Maintenance

We may perform planned and emergency maintenance.

Where reasonably practicable, we will provide advance notice of planned maintenance expected to cause a material interruption.

Emergency maintenance may be performed without advance notice.

14.3 Support

Support channels, hours and response targets vary by plan and will be stated on the Ji4 website, in the Service or in an Order.

Support targets are not guaranteed resolution times unless expressly identified as such in a Service Level Agreement.

14.4 Backups

Ji4 may maintain operational backups for resilience and disaster recovery.

Operational backups are not an archival service and may not permit restoration of individual items or earlier Customer states.

The Customer should export or retain independent copies of information it is required to preserve.

15.1 Export during the subscription

The Customer may export Customer Data using the export features included in its subscription.

Available formats and export functionality may depend on:

1. The Customer's plan.
2. The type of information.
3. Technical feasibility.
4. Third party restrictions.
5. Applicable law.

15.2 Assistance

On request, Ji4 will provide reasonable information and assistance to help the Customer retrieve Customer Data and transition away from the Service.

Assistance beyond standard self-service functionality may be subject to reasonable professional service fees, provided those fees are disclosed in advance and permitted by law.

15.3 Switching rights

Nothing in these Terms limits rights that the Customer may have under applicable law concerning:

1. Switching between data processing services.
2. Exporting Customer Data.
3. Transition assistance.
4. Contract termination.
5. Removal of commercial, technical or contractual obstacles to switching.

Where mandatory law provides more favourable switching or portability rights, that law prevails.

15.4 Post termination access

Unless otherwise stated in an Order, Ji4 will use reasonable efforts to keep the Customer's account available in a restricted export-only state for 30 days after termination.

During this period, the Customer may request or complete an available export of Customer Data.

After that period, Ji4 may delete Customer Data from active systems, subject to:

1. Applicable law.
2. Legitimate security and fraud prevention requirements.
3. Financial and corporate record obligations.
4. Backup retention cycles.
5. The Data Processing Agreement.

The Customer should not rely on Ji4 as its sole permanent repository.

17.1 Term

These Terms begin when the Customer first accepts them or uses the Service and continue until all subscriptions and Orders have ended.

17.2 Termination for convenience

A Customer may cancel a recurring subscription through the account settings or by contacting Ji4.

Cancellation will take effect at the end of the current Subscription Term unless:

1. An Order states otherwise.
2. Ji4 agrees to earlier termination.
3. Applicable law provides a right to terminate earlier.

17.3 Termination for breach

Either party may terminate an affected Order or the agreement by written notice if the other party:

1. Materially breaches the agreement and fails to remedy the breach within 30 days after receiving notice.
2. Commits a material breach that cannot reasonably be remedied.
3. Becomes insolvent, enters liquidation or examinership, ceases trading or becomes subject to an equivalent process, except as part of a solvent restructuring.

Ji4 may terminate immediately for serious unlawful use, deliberate security abuse, fraud or infringement of Ji4's intellectual property.

17.4 Termination following a material service change

Where Ji4 makes a material change that substantially reduces the core paid functionality purchased by the Customer, and no reasonably equivalent alternative is offered, the Customer may notify Ji4 within 30 days of the change.

If the parties cannot resolve the issue, the Customer may terminate the affected subscription and receive a pro rata refund of prepaid fees for the unused affected period.

This section does not apply to:

1. Beta features.
2. Free functionality.
3. Changes required by law.
4. Changes required to address a security threat.
5. Third party functionality withdrawn outside Ji4's reasonable control, provided Ji4 uses reasonable efforts to offer an alternative.

17.5 Effects of termination

When the agreement ends:

1. The Customer's right to use the Service ends.
2. Outstanding fees become payable.
3. The Customer must stop using Ji4 Confidential Information.
4. Each party must return or delete Confidential Information where reasonably requested, subject to legal and backup requirements.
5. Customer Data will be handled in accordance with Section 15.
6. Provisions intended to survive termination will remain effective.

Sections concerning fees, intellectual property, confidentiality, disclaimers, liability, indemnities, dispute resolution and general legal provisions survive termination.

18.1 Mutual authority

Each party warrants that:

1. It has authority to enter into the agreement.
2. It will comply with laws applicable to its performance under the agreement.

18.2 Ji4 service warranty

Ji4 warrants that the paid Service will operate materially in accordance with its applicable documentation when used as intended.

If the Customer reports a reproducible material failure, Ji4 will use reasonable efforts to correct it.

If Ji4 cannot correct a material failure within a reasonable period, the Customer may terminate the affected Service and receive a pro rata refund for the unused prepaid period.

This is the Customer's primary remedy for breach of the service warranty.

18.3 Exclusions

The warranty does not apply where an issue results from:

1. Customer Data.
2. Customer systems.
3. Unauthorised use.
4. Modification by a person other than Ji4.
5. A third party service, including Linear.
6. Use contrary to documentation.
7. Beta or free features.
8. Circumstances outside Ji4's reasonable control.

20.1 Liability that is not limited

Nothing in these Terms excludes or limits liability for:

1. Death or personal injury caused by negligence.
2. Fraud or fraudulent misrepresentation.
3. Wilful misconduct.
4. Liability that cannot lawfully be excluded or limited.

20.2 Excluded losses

Subject to Section 20.1, neither party will be liable for:

1. Loss of profit.
2. Loss of revenue.
3. Loss of business.
4. Loss of anticipated savings.
5. Loss of goodwill.
6. Loss of opportunity.
7. Business interruption.
8. Loss or corruption of data, except to the extent caused by a breach of an express data protection or security obligation.
9. Indirect or consequential loss.

This exclusion applies whether the loss is direct, indirect or consequential in nature where the relevant category is listed above, to the extent permitted by law.

20.3 Ji4 liability cap

Subject to Sections 20.1 and 20.4, Ji4's total aggregate liability arising out of or relating to the agreement will not exceed the greater of:

1. The fees paid or payable by the Customer for the affected Service during the 12 months immediately preceding the event giving rise to the claim.
2. 1,000 euro.

For a free trial or free Service, Ji4's total aggregate liability will not exceed 100 euro.

20.4 Enhanced cap

Ji4's total aggregate liability for:

1. Breach of confidentiality.
2. Breach of the Data Processing Agreement.
3. A security incident caused by Ji4's failure to implement the security measures expressly agreed with the Customer.
4. Ji4's infringement indemnity under Section 21.

will not exceed two times the fees paid or payable by the Customer during the 12 months immediately preceding the event giving rise to the claim.

This enhanced cap does not apply to liability covered by Section 20.1.

20.5 Basis of the agreement

The parties acknowledge that:

1. The fees reflect the allocation of risk in these Terms.
2. The limitations apply to all causes of action, including contract, tort, negligence, misrepresentation and statutory duty.
3. Multiple claims arising from the same or related events will be treated as one claim for the purpose of the applicable cap.

21.1 Ji4 indemnity

Ji4 will defend the Customer against a third party claim alleging that the Customer's authorised use of the paid Service infringes that third party's intellectual property rights.

Ji4 will pay damages finally awarded by a court or agreed in a settlement approved by Ji4.

This obligation applies only if the Customer:

1. Promptly informs Ji4 of the claim.
2. Gives Ji4 control of the defence and settlement.
3. Provides reasonable cooperation.
4. Does not admit liability or settle without Ji4's consent.

21.2 Exclusions

Ji4 has no obligation for a claim arising from:

1. Customer Data.
2. Output.
3. A Customer modification.
4. Combination with items not supplied by Ji4.
5. Use contrary to these Terms or documentation.
6. Continued use after Ji4 has provided a non-infringing alternative.
7. A third party service or integration.
8. Free, beta or experimental functionality.

21.3 Remedies

If the Service is, or is likely to become, subject to an infringement claim, Ji4 may:

1. Obtain the right for the Customer to continue using it.
2. Modify it to become non-infringing.
3. Replace it with substantially equivalent functionality.
4. Terminate the affected Service and refund prepaid fees for the unused period.

This section states Ji4's entire liability for third party intellectual property claims relating to the Service.

30.1 Entire agreement

These Terms, each applicable Order, the Data Processing Agreement and any documents expressly incorporated by reference form the entire agreement between the parties concerning the Service.

They replace prior discussions, representations and agreements relating to the same subject matter.

Neither party relies on a statement not expressly included in the agreement, except that nothing excludes liability for fraud.

30.2 Assignment

The Customer may not assign or transfer the agreement without Ji4's prior written consent, which will not be unreasonably withheld.

Ji4 may assign the agreement:

1. To an affiliate.
2. As part of a merger, restructuring or reorganisation.
3. In connection with the sale of all or substantially all of the business or assets relating to the Service.

An assignment must not materially reduce the Customer's contractual rights.

30.3 Subcontractors

Ji4 may use subcontractors to provide parts of the Service.

Ji4 remains responsible for its obligations under the agreement.

Processing of personal data by subprocessors will be governed by the Data Processing Agreement.

30.4 Independent parties

The parties are independent contractors.

The agreement does not create a partnership, joint venture, employment, fiduciary, franchise or agency relationship.

Neither party has authority to bind the other unless expressly authorised in writing.

30.5 No third party beneficiaries

The agreement does not give rights to any person other than the parties and their permitted successors and assigns. For the avoidance of doubt, End Users acquire no rights under the agreement.

30.6 Waiver

A failure or delay in exercising a right does not waive that right.

A waiver is effective only if made in writing and applies only to the specific circumstances for which it was given.

30.7 Severability

If a provision is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable.

If modification is not possible, the provision will be removed.

The remainder of the agreement will continue in effect.

30.8 Interpretation

Headings are for convenience and do not affect interpretation.

Words such as "including" and "includes" mean "including without limitation".

A reference to writing includes email unless a section expressly requires another form.

A reference to law includes amendments and replacement legislation.

30.9 Language

The agreement is written in English.

If it is translated, the English version will control to the extent permitted by law.

30.10 Electronic acceptance

The Customer agrees that electronic acceptance, online checkout and electronic signatures have the same effect as a handwritten signature.

The Customer may download or print a copy of these Terms for its records.