Searchable Subscription Terms and Conditions

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

“Aggregated Data” means data that has been aggregated and de-identified such that it does not identify Customer or any individual.

“AUP” means the Acceptable Use Policy set forth in Section 8.

“Confidential Information” means any non-public information disclosed by one party to the other that is identified as confidential or that would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

“Customer Content” means any data, content, files, prompts, queries, URLs, materials, and other information that Customer or its Users submit, upload, or otherwise provide to or through the Service.

“Documentation” means the user documentation, guides, FAQs, and policies for the Service made available by Searchable from time to time, including at docs.searchable.com.

“DPA” means the Data Processing Addendum referenced in Section 12 and made available by Searchable on request.

“Effective Date” means the date Customer first accepts these Terms or the start date specified in the applicable Order Form, whichever is earlier.

“Fees” means all subscription, usage, overage, and other fees payable for the Service as set forth in the applicable Plan or Order Form.

“Free Trial” means a no-cost or reduced-cost evaluation period offered by Searchable.

“Order Form” means an ordering document executed by both parties that references these Terms and specifies the Plan, Fees, term, and other commercial terms.

“Plan” means the subscription tier and feature set selected by Customer (whether self-serve or via Order Form).

“Service” means Searchable's AI-powered search and answer-engine optimisation platform, including the website, Documentation, APIs, software, models, and any related offerings, as may be updated from time to time.

“Subscription Term” means the period during which Customer is authorised to use the Service, as specified in the applicable Plan or Order Form.

“User” means an individual authorised by Customer to use the Service under Customer's account.

2.1 Access. Subject to these Terms and payment of applicable Fees, Searchable grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, limited right during the Subscription Term to access and use the Service for Customer's internal business purposes, in accordance with the Plan and Documentation.

2.2 Updates and changes. Searchable may modify, update, add, or discontinue features of the Service at its discretion. Searchable will use commercially reasonable efforts not to materially degrade the core functionality of the Service during a paid Subscription Term, and to provide reasonable advance notice (which may be given by email or through the account interface) of any change that Searchable reasonably expects to be a material adverse change to the Service. If Searchable permanently discontinues the Service in its entirety, Customer is entitled to a pro-rata refund of any pre-paid, unused Fees attributable to the period after the date of discontinuation. For the avoidance of doubt, the modification, removal, or replacement of any individual feature, integration, model, or third-party provider does not constitute a material degradation of the core functionality of the Service, provided the core search and answer-engine functionality remains substantially available.

2.3 Affiliates. Customer may permit its Affiliates to access the Service, provided Customer remains responsible for their compliance with these Terms.

3.1 Eligibility. Customer must be a legal entity, business, or sole trader. Users must be at least 18 years old.

3.2 Account security. Customer is responsible for the security of its account credentials and for all activity that occurs under its account, whether or not authorised. Customer shall promptly notify Searchable of any suspected or actual unauthorised use.

3.3 No credential sharing. Each User's login credentials are personal to that User and may not be shared. Searchable may suspend access for credential sharing.

3.4 Customer responsibility for Users. Customer is responsible for its Users' acts and omissions in connection with the Service as if they were its own.

4.1 Trial Period. Searchable offers a free trial of fourteen (14) calendar days commencing on the date Customer creates its account (the “Trial Period”). The Trial Period ends at 11:59 p.m. on the fourteenth (14th) calendar day after account creation, in the time zone associated with Customer's account at that time.

4.2 Disclosure at signup; authorisation to charge. At the time Customer enters payment details to start the Free Trial, Searchable presents the trial length, the Plan selected, the Fees that will be charged on conversion, and the renewal cadence. By proceeding, Customer expressly authorises Searchable (and its payment processors) to charge Customer's payment method on file for those Fees, automatically and without further notice, on the day immediately following the end of the Trial Period (the “Conversion Date”) and on each renewal thereafter in accordance with Section 5. It is Customer's responsibility to track the end of the Trial Period.

4.3 Cancellation during the Trial Period. Customer may cancel at any time before the end of the Trial Period through the account interface; cancellation takes effect immediately and no Fees will be charged. Cancellations made on or after the Conversion Date are governed by Section 6 and do not entitle Customer to a refund of Fees already charged for the then-current period.

4.4 Statutory notices. Searchable will provide such acknowledgements, reminders, or other notices in connection with the Free Trial and its conversion to a paid Plan as are required by applicable law, including, where applicable, the California Automatic Renewal Law (Cal. Bus. & Prof. Code § 17600 et seq.) and analogous state or foreign laws. The form, content, and timing of any such notices, and of any additional notices Searchable elects to send as a matter of business practice, are determined by Searchable in its discretion and may change from time to time. Nothing in this Section 4 limits any non-waivable statutory rights of Customer.

4.5 Trial “AS IS”. Free Trials are provided “AS IS” and “AS AVAILABLE” without any warranty, service level, or support commitment. The limitations of liability in Section 14 apply with full force during the Trial Period.

5.1 Fees. Customer shall pay all Fees set forth in the applicable Plan or Order Form. All Fees are in U.S. Dollars unless expressly stated otherwise.

5.2 Payment method (self-serve). Self-serve Plans are billed in advance to the payment method on file. Customer authorises Searchable (and its payment processors) to charge that payment method for all Fees as they become due.

5.3 Order Form Plans. Unless the Order Form expressly provides otherwise, Order Form Plans are billed in advance via Searchable's payment processor (Stripe or its successor) to the payment method on file. Customer authorises Searchable (and its payment processors) to charge the agreed payment method for all Fees as they become due. Where an Order Form expressly provides for invoicing, default payment terms are net thirty (30) days from invoice date, and past-due amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law, plus all reasonable collection costs (including attorneys' fees).

5.4 Auto-renewal — monthly Plans. Monthly Plans renew automatically on a month-to-month basis until cancelled by Customer through the account interface. Cancellation takes effect at the end of the then-current monthly period; Customer remains responsible for Fees through that date.

5.5 Auto-renewal — annual Plans. Annual Plans renew automatically for successive one-year periods unless Customer provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term, or unless otherwise specified in the Order Form.

5.6 Renewal notices. Searchable will provide such notices in advance of each auto-renewal as are required by applicable law and as Searchable elects to send as a matter of business practice. The form, content, and timing of such notices may change from time to time and are determined by Searchable in its discretion, save for any non-waivable statutory minimums.

5.7 Pricing changes. Searchable may change Fees on at least thirty (30) days' prior notice (which may be given by email or through the account interface). Pricing changes take effect on the next renewal of Customer's Subscription Term and will not affect Fees due during a Subscription Term for which Customer has already pre-paid or to which Customer is committed under an annual or other fixed-term Plan. If Customer does not agree to a price change, Customer's sole remedy is to elect not to renew in accordance with Sections 5.4 or 5.5.

5.8 Taxes. All Fees are exclusive of taxes, levies, duties, withholdings, and similar government assessments (“Taxes”). Customer is responsible for all Taxes (other than Taxes on Searchable's net income). If Searchable is required to collect or remit Taxes, the corresponding amounts will be invoiced to and paid by Customer.

5.9 Disputed amounts. Customer must notify Searchable in writing of any good-faith dispute over an invoiced amount within fifteen (15) days of the invoice date. Undisputed amounts must be paid when due.

5.10 No refunds. Except as expressly provided in Section 6, all Fees are non-cancellable and non-refundable.

6.1 Monthly Plans. Customer may cancel a monthly Plan at any time through the account interface. No refunds are available for partial months; access continues to the end of the then-current monthly period.

6.2 Annual Plans. Annual Plans are paid in advance and are non-cancellable and non-refundable, except that, in the case of Searchable's uncured material breach, Customer is entitled to a pro-rata refund of pre-paid Fees attributable to the unused full calendar months remaining in the Subscription Term. Customer may elect not to renew an annual Plan in accordance with Section 5.5. The parties may agree alternative refund or cancellation terms in an Order Form.

6.3 Order Form Plans. Cancellation and refund terms for Order Form Plans are governed by the Order Form, which controls in the event of conflict with this Section 6.

6.4 Refund mechanics. Refunds are processed to the original payment method within thirty (30) days of cancellation.

7.1 Self-serve Plans. Free Trials are provided on a commercially reasonable best-efforts basis, with no service level commitment and no support outside of self-service Documentation and any community channels Searchable may make available. For paid self-serve Plans, Searchable will use commercially reasonable efforts to maintain 99.0% monthly uptime for the production Service and to respond to support enquiries received at support@searchable.com within one (1) business day. The commitments in this Section 7.1 reflect Searchable's operational targets only; service credits are not available on self-serve Plans, and Customer's sole remedy for any failure to meet these targets is to terminate the affected Plan in accordance with Section 6.

7.2 Enterprise Plans. Where set out in an Order Form, Searchable will use commercially reasonable efforts to maintain 99.9% monthly uptime for the production Service, excluding (a) scheduled maintenance, (b) emergency maintenance, (c) force majeure events, (d) failures of third-party services, networks, or infrastructure outside Searchable's reasonable control, and (e) issues caused by Customer or by Customer Content. Customer's sole and exclusive remedy for any failure to meet such commitment is service credits, calculated and applied as set forth in the Order Form. Service credits are non-refundable and may not exceed the Fees paid by Customer for the affected month.

8.1 Permitted use. Customer may use the Service only in accordance with these Terms, the Documentation, and applicable law.

8.2 Prohibited conduct. Customer shall not, and shall not permit any User, Affiliate, or third party acting on its behalf to:

1. resell, sublicense, lease, rent, time-share, or otherwise commercially exploit the Service for the benefit of any third party, or use the Service in any “service bureau” or similar manner;
2. scrape, crawl, harvest, mirror, or reverse-engineer the Service, or attempt to derive the source code, models, weights, prompts, or training data of the Service (this restriction does not prevent Customer from copying, storing, or otherwise using outputs generated for Customer in accordance with Section 10.3);
3. use the Service to develop, train, fine-tune, or evaluate any artificial intelligence or machine learning model intended to replicate or substitute for the Service's underlying models or capabilities; or publicly publish or distribute any benchmark, comparison, or competitive analysis of the Service against any other product or service without Searchable's prior written consent (this restriction does not apply to Customer's good-faith internal evaluation of the Service or to confidential benchmarking shared with Customer's advisors);
4. make automated, programmatic, or bulk queries to the Service in excess of any rate limits, quotas, or fair-use thresholds set forth in the Documentation, or otherwise impose an unreasonable load on Searchable's infrastructure, except where such automated access is expressly permitted by the Service's API documentation, an Order Form, or other written authorisation by Searchable;
5. attempt to gain unauthorised access to the Service, any other customer's account or data, or any related systems or networks;
6. interfere with, disrupt, or impair the integrity, security, performance, or availability of the Service, or probe, scan, or test its vulnerability without Searchable's prior written consent;
7. upload, store, or transmit any malicious code, virus, worm, trojan, time-bomb, or other harmful component;
8. use the Service for any unlawful, fraudulent, infringing, defamatory, harassing, deceptive, or abusive purpose, or in violation of any third party's rights;
9. misrepresent identity or affiliation in any User account, registration, or communication via the Service;
10. circumvent, disable, or interfere with any security, authentication, access control, watermark, attribution, or rate-limiting feature of the Service; or
11. use the Service to generate or disseminate content that is intended to manipulate, mislead, or game an AI search engine, large language model, or generative answer engine other than as expressly contemplated by the Documentation.

8.3 Enforcement. Searchable may investigate suspected violations and may suspend, throttle, or terminate Customer's access for any actual or suspected violation, with or without prior notice. Customer shall cooperate with any such investigation.

8.4 Fair use. Customer's use of the Service must be consistent with the typical patterns of similar customers on the same Plan, used in good faith for Customer's ordinary business purposes. Without limiting any rate limits, quotas, or other thresholds set out in the Documentation or an Order Form, Searchable may apply reasonable fair-use measures — including throttling, requiring Customer to upgrade to a higher Plan, charging usage-based overages, or temporarily suspending access — where Customer's use materially exceeds those typical patterns, imposes a disproportionate cost or load on Searchable's infrastructure or third-party providers, or could reasonably be expected to do so. Searchable will give reasonable prior notice before applying any measure that would materially restrict Customer's use, except where immediate action is needed to protect the integrity, security, or availability of the Service. What constitutes typical and disproportionate use is determined by Searchable acting reasonably and in good faith.

9.1 Ownership. As between the parties, Customer retains all right, title, and interest in and to Customer Content. Customer is solely responsible for Customer Content and for ensuring it has all necessary rights, permissions, and consents to provide it to Searchable.

9.2 Service licence (operational). Customer grants Searchable a worldwide, non-exclusive, royalty-free licence to host, copy, store, transmit, display, process, and otherwise use Customer Content as necessary to (a) provide, operate, maintain, secure, monitor, and support the Service; (b) prevent, detect, investigate, or address fraud, abuse, security incidents, technical issues, or violations of these Terms; (c) comply with applicable law or valid legal process; and (d) generate operational telemetry, logs, performance and error data, and similar metadata used to operate, debug, and improve the Service. Nothing in this Section 9.2 grants Searchable any right to use Customer Content for Model Training (as defined in Section 9.3), which rights are addressed exclusively in Section 9.3.

9.4 Aggregated Data. Searchable may collect, generate, derive, and use Aggregated Data for any lawful purpose on all Plans, including industry benchmarks, analytics, research, model evaluation, product development, and incorporation of Aggregated Data into the Service or related offerings. As between the parties, Aggregated Data is owned by Searchable.

9.6 Customer warranties. Customer represents and warrants that (a) it owns or has all necessary rights, licences, consents, and permissions to provide Customer Content and to grant the licences in this Section 9; and (b) Customer Content, and Searchable's authorised use of it, does not and will not infringe, misappropriate, or violate any third-party right or any applicable law.

10.1 Searchable IP. Searchable and its licensors retain all right, title, and interest in and to the Service, the Documentation, the underlying software, models, algorithms, prompts, training data, outputs (other than Customer Content), Aggregated Data, and all related intellectual property rights worldwide. No rights are granted to Customer except as expressly set forth in these Terms.

10.2 Feedback. If Customer provides any suggestions, ideas, comments, enhancement requests, or other feedback (“Feedback”), Customer grants Searchable a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, sublicensable licence to use, reproduce, modify, exploit, and incorporate the Feedback for any purpose without restriction or compensation.

10.3 Outputs. To the extent any output of the Service is provided to Customer (excluding Aggregated Data and Searchable's pre-existing IP), Searchable grants Customer a perpetual, worldwide, non-exclusive, non-transferable, royalty-free licence to use, copy, store, modify, and incorporate into Customer's business workflows any output generated for Customer during the Subscription Term, for Customer's lawful business purposes. Customer's right to generate new outputs ends on termination or expiration of the Subscription Term. Customer acknowledges that, due to the nature of generative AI, similar or identical outputs may be generated for other customers, and Customer has no exclusive rights in such outputs. Searchable has no obligation to filter, segregate, or prevent overlap between outputs generated for different customers, and any such overlap is not a breach of these Terms or of Searchable's confidentiality obligations under Section 11.

10.4 Reservation of rights. All rights not expressly granted are reserved by Searchable.

11.1 Obligations. The party receiving Confidential Information (“Receiving Party”) shall (a) use it only as necessary to perform under these Terms, (b) protect it using at least the same degree of care it uses for its own confidential information of like importance (and in any event no less than reasonable care), and (c) not disclose it to any third party other than its employees, advisors, and contractors with a need to know who are bound by confidentiality obligations no less protective than this Section 11.

11.2 Exclusions. Confidential Information does not include information that (a) is or becomes publicly known through no breach of these Terms, (b) was known by the Receiving Party prior to receipt without obligation of confidentiality, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of or reference to the disclosing party's Confidential Information.

11.3 Compelled disclosure. The Receiving Party may disclose Confidential Information as required by law or court order, provided it gives, where legally permitted, prompt notice to allow the disclosing party to seek a protective order.

11.4 Survival. The obligations in this Section 11 survive termination for five (5) years; obligations relating to trade secrets continue for so long as the information remains a trade secret under applicable law.

12.1 Privacy Policy. Searchable's collection and use of personal data in connection with the Service is governed by its Privacy Policy at searchable.com/privacy, which is incorporated by reference.

12.2 DPA. Where Searchable processes personal data on Customer's behalf, the parties' respective obligations are set out in the Data Processing Addendum (the “DPA”), which Searchable will make available on request and which is incorporated by reference for any Customer that has executed or otherwise accepted it. The DPA includes, where applicable, the EU Standard Contractual Clauses (Commission Decision (EU) 2021/914) and the UK International Data Transfer Addendum.

12.3 Customer responsibilities. Customer is the controller (or business, as applicable) for personal data it provides to the Service and is responsible for ensuring it has all rights and lawful bases necessary for Searchable's processing under these Terms and the DPA.

12.4 Security. Searchable will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Content against unauthorised access, use, disclosure, alteration, or destruction. Searchable's current technical and organisational security measures are described in the DPA (Annex 3) and may be updated from time to time, provided that Searchable will not materially diminish the overall level of protection during a Subscription Term.

13.1 Mutual. Each party warrants that it has the corporate authority to enter into and perform under these Terms.

13.2 Limited Searchable warranty. Searchable warrants that the Service will perform materially in accordance with the Documentation. Customer's sole and exclusive remedy for breach of this warranty is, at Searchable's option, (a) re-performance of the affected Service or (b) termination of the affected Plan and a pro-rata refund of pre-paid Fees for the unused portion (calculated under Section 6.2). The warranty in this Section 13.2 does not apply to Free Trials, beta features, or no-cost use.

13.3 AI disclaimer. The Service uses artificial intelligence and large language models. Outputs may be inaccurate, incomplete, biased, out of date, or unsuitable for a particular purpose, and may include hallucinations or fabricated content. Customer is solely responsible for reviewing, verifying, and evaluating any output before relying on it for any decision or use.

13.4 Disclaimer. Except as expressly set forth in these Terms, the Service, including all outputs, documentation, and related materials, is provided “as is” and “as available”, and Searchable and its affiliates, licensors, and suppliers disclaim all warranties, express, implied, and statutory, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and title, and any warranties arising out of course of dealing, usage, or trade. Searchable does not warrant that the Service will be uninterrupted, error-free, secure, or that any defects will be corrected.

14.1 Exclusion of damages. To the maximum extent permitted by applicable law, neither party (nor its affiliates, licensors, or suppliers) shall be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business, lost goodwill, lost or corrupted data, business interruption, or cost of substitute goods or services, in each case whether in contract, tort, strict liability, or any other theory, and whether or not advised of the possibility of such damages.

14.2 Cap. To the maximum extent permitted by applicable law, each party's total aggregate liability arising out of or in connection with these Terms or the Service shall not exceed the Fees paid or payable by Customer to Searchable in the twelve (12) months preceding the event giving rise to the claim (or, if multiple events, the first such event). Higher or different liability caps may be agreed in an Order Form.

14.3 Carve-outs. The exclusions and cap in Sections 14.1 and 14.2 do not apply to:

1. Customer's payment obligations;
2. Customer's breach of Section 8 (Acceptable Use), Section 9.6 (Customer Content warranties), Section 10 (Intellectual Property), or Section 11 (Confidentiality);
3. Customer's indemnification obligations under Section 15.2;
4. either party's gross negligence, wilful misconduct, or fraud; or
5. liability that cannot be excluded or limited under applicable law.

14.4 Basis of the bargain. Customer acknowledges that the Fees reflect the allocation of risk in this Section 14, and that Searchable would not enter into these Terms without these limitations. The exclusions and limitations in this Section 14 apply even if a remedy fails of its essential purpose.

15.1 By Searchable. Searchable will defend Customer against any third-party claim alleging that Customer's authorised use of the Service, in accordance with these Terms and the Documentation, infringes (i) a valid U.S. or U.K. patent of such third party, or (ii) a copyright or registered trademark of such third party in any jurisdiction in which Searchable generally makes the Service available, and will pay damages and reasonable attorneys' fees finally awarded against Customer (or agreed in settlement). If the Service is or, in Searchable's reasonable opinion, may become the subject of an infringement claim, Searchable may at its option (a) procure the right for Customer to continue using the Service, (b) modify the Service so that it is non-infringing while substantially preserving its functionality, or (c) terminate the affected subscription and refund pre-paid Fees for the unused portion. Searchable has no obligation under this Section 15.1 for claims arising from or relating to (i) Customer Content, (ii) use of the Service in breach of these Terms or the Documentation, (iii) modification or combination of the Service with materials, products, or services not provided by Searchable, (iv) Free Trials, beta features, or no-cost use, (v) Customer's continued use after Searchable has notified Customer of an alleged infringement or provided a non-infringing alternative, or (vi) compliance with Customer's specifications or instructions. This Section 15.1 states Searchable's sole liability and Customer's exclusive remedy for any third-party infringement claim. For the avoidance of doubt, Searchable has no obligation under this Section 15.1 for any third-party claim arising from or relating to the content of any output generated by the Service (Searchable's indemnity under this Section 15.1 is limited to claims that the Service's underlying software, models, or Documentation themselves infringe, and does not extend to the content of generative AI outputs).

15.2 By Customer. Customer will defend Searchable, its Affiliates, and their respective officers, directors, employees, and agents against any third-party claim arising from or relating to (a) Customer Content, (b) Customer's or any User's use of the Service in breach of these Terms, the Documentation, or applicable law, (c) Customer's violation of any third-party right, or (d) any combination of the Service with materials, products, or services not provided by Searchable, and will pay damages and reasonable attorneys' fees finally awarded against Searchable (or agreed in settlement).

15.3 Procedure. The indemnified party shall (a) promptly notify the indemnifying party in writing of the claim, (b) give the indemnifying party sole control of the defence and settlement (provided no settlement may impose any non-monetary obligation, admission, or unreimbursed payment on the indemnified party without its prior written consent, not to be unreasonably withheld), and (c) provide reasonable cooperation at the indemnifying party's expense.

16.1 Term. These Terms commence on the Effective Date and continue until all subscriptions hereunder have expired or been terminated.

16.2 Termination for cause. Either party may terminate these Terms or any affected subscription on written notice if the other party (a) materially breaches these Terms and fails to cure within thirty (30) days after written notice (ten (10) days for non-payment), or (b) becomes insolvent, makes an assignment for the benefit of creditors, ceases to do business, or becomes the subject of a bankruptcy or similar proceeding not dismissed within sixty (60) days.

16.3 Termination by Customer. Customer may cancel monthly Plans through the account interface and annual Plans by providing the notice required in Section 5.5. Termination of an Order Form Plan is governed by the Order Form.

16.4 Termination by Searchable. Searchable may terminate any Free Trial, beta, or no-cost use at any time, with or without notice. Searchable may terminate paid subscriptions for convenience on thirty (30) days' prior written notice, in which case Searchable will refund pre-paid Fees for the unused portion of the Subscription Term as Customer's sole remedy.

16.5 Suspension. Without limiting Section 16.2, Searchable may immediately suspend Customer's and any User's access to the Service if Customer (a) fails to pay Fees when due, (b) breaches Section 8, (c) is the subject of a third-party claim that, if proven, would breach these Terms, or (d) creates a security, legal, or reputational risk to Searchable, the Service, or any third party. Suspension is not a waiver of any other right or remedy.

16.6 Effect of termination; data export. Upon termination or expiration: (a) Customer's right to access and use the Service immediately ceases; (b) all accrued Fees become immediately due and payable; and (c) for thirty (30) days following termination, Searchable will make Customer Content available for export by Customer through the account interface or such other means as Searchable provides. After such 30-day period, Searchable may delete Customer Content from production systems, and will purge Customer Content from backups in the ordinary course (typically within ninety (90) days). Customer is solely responsible for exporting Customer Content within the export window. Sections 9.4 (Aggregated Data) and 9.3 (prior-trained models) survive termination.

16.7 Survival. Sections 1, 5 (with respect to amounts then accrued), 6, 9.3, 9.4, 10, 11, 13.4, 14, 15, 16.6, 16.7, 17, 18, 19, and 20 survive termination.

18.1 Governing law. These Terms are governed by, and construed in accordance with, the laws of the State of Delaware, U.S.A., without regard to its conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply. The parties may agree alternative governing law in an Order Form.

18.2 Exclusive jurisdiction. Each party submits to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, U.S.A., for any action arising out of or relating to these Terms, and waives any objection to venue, forum non conveniens, or personal jurisdiction in those courts. The parties may agree an alternative forum in an Order Form.

18.3 Equitable relief. Notwithstanding Section 18.2, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

18.4 Disputes resolved on an individual basis. The parties agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved on an individual, non-class basis. To the fullest extent permitted by applicable law, neither party will bring or participate in any class, collective, consolidated, mass, or representative action or proceeding against the other in relation to these Terms or the Service, and the court will not consolidate the parties' disputes with the disputes of any other party or hear claims on a class or representative basis. The parties also agree to waive any right to trial by jury in any action arising out of or relating to these Terms.

18.5 Limitations period. Any claim arising under or related to these Terms must be brought within one (1) year after the cause of action accrues, or be permanently barred (except for Customer's payment obligations, which may be brought within the period allowed by law).

20.1 Notices. Notices to Searchable must be sent to legal@searchable.com (with a courtesy copy by post to Searchable, Inc., 131 Continental Drive, Suite 305, Newark, DE 19713, U.S.A., Attn: Legal). Notices to Customer may be sent to the email address on Customer's account or via the account interface and are deemed received upon transmission.

20.2 Assignment. Customer may not assign or transfer these Terms (or any rights or obligations hereunder), in whole or in part, without Searchable's prior written consent; any purported assignment without consent is void. Searchable may assign these Terms in connection with a merger, acquisition, reorganisation, change of control, or sale of all or substantially all of its assets, without consent.

20.3 Subcontractors. Searchable may use subcontractors and third-party service providers to perform its obligations, provided Searchable remains responsible for their performance.

20.4 Amendments. Searchable may modify these Terms from time to time by posting an updated version on its website and/or providing notice via the account interface or email. Material changes take effect (a) for self-serve Customers, on the next renewal of the Subscription Term, and (b) for Order Form Customers, on renewal of the Order Form, in each case unless the change is required by law (in which case it takes effect on the date stated). Continued use after the effective date of changes constitutes acceptance.

20.5 Entire agreement; precedence. These Terms (together with any Order Form, the AUP, the Privacy Policy, and the DPA) constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements, proposals, or representations. Any pre-printed terms on Customer's purchase orders or other ordering documents are rejected and have no effect. In the event of conflict the order of precedence is: (a) the DPA (for personal data matters); (b) the Order Form; (c) these Terms; (d) the Documentation.

20.6 No waiver. Failure or delay in enforcing any provision is not a waiver. A waiver is effective only if in writing and signed by the waiving party.

20.7 Severability. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be reformed to the minimum extent necessary to make it enforceable while preserving its intent.

20.8 Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship.

20.9 No third-party beneficiaries. There are no third-party beneficiaries to these Terms.

20.10 Export and sanctions. Customer represents that it (and its Users) is not located in, ordinarily resident in, or organised under the laws of any country subject to comprehensive U.S. sanctions, and is not on any U.S., U.K., E.U., or other applicable government denied-party or restricted-party list. Customer will comply with all applicable export-control, sanctions, and anti-corruption laws.

20.11 U.S. Government end users. The Service is “commercial computer software” and the Documentation is “commercial computer software documentation” as those terms are used in 48 C.F.R. § 2.101 and 48 C.F.R. § 12.212. U.S. Government end users acquire only the rights set forth in these Terms.

20.12 Counterparts; e-signature. Order Forms may be executed in counterparts and via electronic signature, each of which is deemed an original.

20.13 Headings; interpretation. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation”.

20.14 Contracting entity. These Terms are entered into with Searchable, Inc. (Delaware). Any references to Searchable's United Kingdom affiliate are solely for operational support; the U.K. affiliate is not a party to these Terms and assumes no obligations under them. Alternative contracting arrangements may be agreed in an Order Form.