SAIL RESEARCH CO.
SELF-SERVICE TERMS OF SERVICE
Last Updated: June 12, 2026
PLEASE READ THESE TERMS CAREFULLY. THESE TERMS INCLUDE A DISCLAIMER OF WARRANTIES (SECTION 10), A LIMITATION OF LIABILITY (SECTION 12), AND GOVERNING-LAW AND EXCLUSIVE-VENUE PROVISIONS (SECTION 15) THAT AFFECT YOUR LEGAL RIGHTS. BY CLICKING “I AGREE,” CREATING AN ACCOUNT, GENERATING AN API KEY, OR ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.
These Self-Service Terms of Service (these “Terms”) are a binding agreement between Sail Research Co., a Delaware corporation (“Sail,” “we,” or “us”), and the individual or entity accepting these Terms (“Customer” or “you”). These Terms govern your access to and use of Sail’s self-service products and services made available through Sail’s website and the Dashboard, as described in Section 2 (collectively, the “Services”). Sail’s privacy policy available at sailresearch.com/privacy (the “Privacy Policy”) and data processing addendum available at https://docs.sailresearch.com/dpa (the “DPA”), and any usage policies or documentation Sail makes available for the Services (the “Documentation”), are incorporated into these Terms by reference.
1. ACCEPTANCE; ELIGIBILITY; CHANGES
1.1 Acceptance. You accept these Terms by clicking “I agree” (or a similar control), by creating an account, by generating an API key, or by accessing or using any of the Services. You may use the Services only in accordance with these Terms.
1.2 Eligibility; Authority. You represent and warrant that you are at least 18 years old and able to form a legally binding contract. If you accept these Terms on behalf of an entity, you represent and warrant that you have authority to bind that entity, in which case “Customer” and “you” refer to that entity and its Permitted Users. Customer acknowledges that the Services are intended and made available solely for use by businesses and enterprises for their internal business purposes, and not for personal, family, household, or other consumer purposes. Customer represents and warrants that it is accessing and using the Services for business or enterprise purposes and not as a consumer.
1.3 Changes to these Terms. Sail may modify these Terms at any time by posting the revised Terms through the Services or on Sail’s website and updating the “Last Updated” date. The revised Terms will take effect, and will govern Customer’s use of the Services, upon the earlier of (a) the renewal of Customer’s then-current subscription or committed term, if any, or (b) any purchase of, or new commitment for, the Services made after the revised Terms are posted. If Customer does not agree to the revised Terms, Customer must stop using the Services and must not make any further purchases. Customer’s continued use of, or purchase of, the Services after the revised Terms take effect constitutes acceptance of the revised Terms.
1.4 Definitions. Capitalized terms have the meanings given where defined in these Terms, including the following:
“Customer Data” means all inputs, data, content, and other materials submitted to or generated through the Services by or on behalf of Customer or its Permitted Users, including Inputs, Outputs, and Customer Workloads.
“Dashboard” means Sail’s web-based management console (currently at app.sailresearch.com) through which Customer manages its account, API keys and other credentials, Permitted Users, and usage and balance information.
“Inference Services” means Sail’s artificial intelligence inference services through which Customer submits Inputs to, and receives Outputs from, the Models.
“Intellectual Property Rights” means all patent, copyright, trademark, trade secret, and other intellectual property or proprietary rights worldwide.
“Models” means the artificial intelligence models made available through the Inference Services, including third-party and open-weight models.
“Permitted Users” means Customer’s employees, agents, and contractors that Customer authorizes to access the Services on its behalf through Customer’s account.
“Prohibited Content” means (a) payment card data and financial account credentials; (b) protected health information; (c) government identifiers such as social security or driver’s license numbers; (d) sensitive personal data or special-category data under applicable law; (e) personal data of individuals under 16; (f) information regulated under the Gramm-Leach-Bliley Act, COPPA, or similar laws; and (g) content that infringes or misappropriates a third party’s Intellectual Property Rights.
“Sandbox Services” means Sail’s hosted, sandboxed virtual machine and code-execution environments (also marketed as “Sailboxes”), together with associated SDKs and APIs, currently offered on a beta basis.
“Token API” means the APIs, endpoints, and associated SDKs Sail makes available for programmatic, usage-metered (per-token) access to the Inference Services.
2. THE SERVICES
2.1 Services. The Services consist of the following self-service products and services, in each case as Customer elects to access them: (a) the Inference Services; (b) the Token API; (c) the Sandbox Services (currently in beta); and (d) the Dashboard. Sail may add, rename, or remove products and features from time to time.
2.2 Access Grant. Subject to these Terms and Customer’s payment of applicable fees, Sail grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services solely for Customer’s internal business purposes and in accordance with these Terms and the Documentation. Sail reserves all rights not expressly granted.
2.3 Accounts; API Keys; Permitted Users. Customer is responsible for (a) all activity occurring under its account, API keys, and credentials, whether or not authorized; (b) maintaining the confidentiality and security of its credentials; and (c) its Permitted Users’ compliance with these Terms. Customer must provide accurate account information and promptly notify Sail of any suspected compromise or unauthorized use. Sail is not liable for any loss arising from unauthorized use of Customer’s account or credentials.
2.4 Customer Equipment. Customer is responsible for obtaining and maintaining all hardware, software, networks, and other equipment needed to access the Services, and for the security of that equipment.
2.5 Acceptable Use; Restrictions. Customer shall not, and shall not permit any third party to: (a) copy, modify, distribute, sell, resell, sublicense, or create derivative works of the Services or Documentation; (b) reverse engineer, decompile, or disassemble the Services, or attempt to derive source code or underlying models or weights; (c) access or use the Services to build or train a competing product, model, or service, or to copy the Services’ features; (d) use the Services to develop, train, or improve any artificial intelligence or machine-learning model that competes with the Services, except to the extent this restriction is prohibited by applicable law or by applicable Model Terms; (e) use the Services to transmit unlawful, infringing, obscene, harassing, or harmful content, or malware; (f) submit Prohibited Content; (g) interfere with or disrupt the integrity, security, or performance of the Services, or attempt to gain unauthorized access to the Services or related systems; (h) circumvent or exceed rate limits, quotas, or usage restrictions; (i) remove or alter any proprietary notices; (j) publicly disclose any benchmarking or performance testing of the Services unless the disclosure identifies the methodology used, is accurate, and is reproducible on the then-current version of the Services; (k) access or use the Services in or for the benefit of any embargoed or sanctioned country, region, or person (including Cuba, Iran, North Korea, Syria, the Crimea, Donetsk, and Luhansk regions, and Russia); or (l) use the Services in violation of applicable law, the Documentation, the Model Terms, or any usage policy Sail makes available.
2.6 Changes to the Services. Sail may modify and update the Services, and any Model, API surface, feature, or functionality, at any time. For any generally available (non-Beta) Model or API surface, Sail will use commercially reasonable efforts to provide at least thirty (30) days’ advance notice (by email, through the Dashboard, or in the Documentation) before discontinuing or materially degrading it, except where a shorter period is required for security or legal reasons or by a supplier or licensor. Sail has no obligation to maintain backward compatibility, and Beta Features may be changed or discontinued at any time without notice as set forth in Section 2.8.
2.7 Suspension. Sail may suspend or limit Customer’s access to all or part of the Services, immediately and without liability, if Sail reasonably determines that (a) Customer’s use poses a security, legal, or operational risk to Sail, its suppliers, or others, or violates Section 2.5 or applicable law; or (b) suspension is required by a supplier, court, or governmental authority. For overdue payment or any other breach of these Terms, Sail will provide notice and a reasonable opportunity (not less than ten (10) days) to cure before suspending, except where Sail reasonably determines that immediate suspension is necessary to prevent harm. Sail will use reasonable efforts to notify Customer of any suspension, limit any suspension in scope and duration to what is reasonably necessary, and restore access promptly once the issue is resolved.
2.8 Beta Features. Certain Models, API surfaces, products, or features, including the Sandbox Services, may be identified by Sail as “alpha,” “beta,” or “preview” (collectively, “Beta Features”). Sail may change, withdraw, or discontinue any Beta Feature at any time without notice. Notwithstanding anything to the contrary, all Beta Features are provided strictly “AS IS” and “AS AVAILABLE” (including all disclaimers in Section 10.2), are excluded from any support, service levels, warranties, and indemnities, and the waiver in Section 12.1 applies to Beta Features with no exceptions. To the maximum extent permitted by law and notwithstanding Section 12, Sail’s total liability arising out of or relating to Beta Features will not exceed US$100 in the aggregate.
2.9 Support; No Service Levels. The Services are provided without any service-level, uptime, or availability commitment. Sail may make support resources generally available through the Documentation or the Dashboard, but is not obligated to provide support, maintenance, updates, or upgrades. Any support is provided on an “as available” basis.
2.10 Third-Party and Open Models; Model Terms. Customer acknowledges that certain Models are developed, owned, or licensed by third parties, including open-weight models, and that Customer’s access to and use of such Models and the resulting Outputs may be subject to applicable model licenses, acceptable use policies, and usage restrictions that Sail makes available or passes through (collectively, “Model Terms”). Customer shall comply with all Model Terms applicable to the Models it uses.
2.11 Third-Party Services. If Customer uses any third-party products or services with the Services, Customer does so at its own risk and is responsible for compliance with the applicable third-party terms. Sail is not responsible for, and disclaims all liability arising from, any third-party products or services.
3. INFERENCE SERVICES AND TOKEN API
3.1 Scope; Inputs and Outputs. The Inference Services allow Customer to submit Inputs to, and receive Outputs from, the Models. The Token API is the usage-metered means of accessing the Inference Services. “Input” means content Customer or its Permitted Users submit to the Inference Services, and “Output” means content the Models generate in response. Customer shall access the Inference Services only through the Token API or other interfaces authorized by Sail.
3.2 Nature of Outputs. Customer acknowledges that Outputs are generated by probabilistic Models, may be inaccurate, incomplete, or unsuitable for a particular purpose, and may not be unique to Customer; substantially similar or identical Outputs may be generated for other customers. Customer is responsible for evaluating Outputs and will not rely on Outputs as the sole basis for any decision producing legal or similarly significant effects on an individual without appropriate human review.
3.3 Data; Storage and Retention. Customer is solely responsible for its Inputs, including obtaining all rights and consents necessary for Sail to process them and for not submitting Prohibited Content. Customer acknowledges that, as described in the Documentation, Sail may store responses and that the ability to disable such storage is not currently available. Sail will not use Customer Data (including Inputs and Outputs) to train, fine-tune, or improve any artificial intelligence or machine-learning model, except (a) with Customer’s express opt-in consent, or (b) as necessary to provide the Services to Customer at Customer’s direction (such as fine-tuning a model for Customer’s own use). Sail processes personal data in accordance with its Privacy Policy and the DPA.
3.4 Usage; Fees. Fees for the Inference Services and Token API are usage-based and calculated by reference to the volume of tokens processed (which may include input, cached, and output tokens) and the applicable Model and completion window, at Sail’s then-current rates posted on Sail’s website or in the Dashboard. Absent manifest error, Sail’s usage-measurement records are the basis for billing.
4. SANDBOX SERVICES (BETA)
4.1 Scope. The Sandbox Services provide hosted, sandboxed virtual machine environments in which Customer may run code and processes through Sail’s SDKs and APIs, as described in the Documentation. The Sandbox Services are a Beta Feature and are subject to Section 2.8.
4.2 Customer Workloads. Customer is solely responsible for all code, commands, scripts, packages, images, models, data, and other content that Customer or its Permitted Users create, install, upload, execute, or expose in or through the Sandbox Services (“Customer Workloads”), and for the results of executing them, and for securing any credentials, secrets, or data placed in a Sandbox environment. Customer Workloads constitute Customer Data. Use of third-party base images, packages, and libraries is subject to the applicable third-party license terms.
4.3 Networking. If Customer exposes any network ingress or egress (including HTTP services, ports, or SSH access) from a Sandbox environment, Customer is solely responsible for securing and lawfully operating it and for all traffic and content to or from it.
4.4 Persistence; No Backup. Sail does not warrant that the state, disk, memory, or data of any Sandbox environment will be preserved. On host failure, Sail may restore from the most recent checkpoint and may not replay later commands. Customer is responsible for its own backups. Upon termination of a Sandbox environment, associated data may be permanently and irretrievably deleted.
4.5 Usage; Fees. Fees for the Sandbox Services are usage-based and calculated by reference to active resource consumption (which may include active vCPU, memory, and disk) at Sail’s then-current rates posted on Sail’s website or in the Dashboard. Sail may set and enforce resource quotas and concurrency limits and may suspend or terminate any Sandbox environment under Section 2.7 or to protect the Services or other customers.
5. DASHBOARD
5.1 Access. The Dashboard allows Customer and its Permitted Users to administer Customer’s account, generate and manage API keys and credentials, administer Permitted Users, and view usage and balance information. Use of the Dashboard is part of the Services and subject to these Terms.
5.2 Credentials. Customer is responsible for all activity under API keys and other credentials generated or managed through the Dashboard and shall create, restrict, rotate, and revoke them appropriately and keep them confidential.
5.3 Usage Data. Usage, spend, and balance information shown in the Dashboard or any usage API is provided for convenience, may be delayed, is not represented to be real-time, and is not the contractual record of usage for billing. Billed amounts are determined as set forth in Section 7.
6. CUSTOMER DATA; PRIVACY
6.1 Responsibility for Customer Data. Customer represents and warrants that (a) it has and will maintain all rights, licenses, and consents necessary for Sail to process Customer Data in providing the Services; (b) its Customer Data and use of the Services comply with applicable law and its own privacy commitments; and (c) it will not submit Prohibited Content.
6.2 Rights in Customer Data. As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Sail a worldwide, royalty-free license to host, process, transmit, display, and otherwise use Customer Data as necessary to provide, secure, and maintain the Services and as otherwise permitted by these Terms, the Privacy Policy, and the DPA.
6.3 Outputs. As between the parties, Customer owns the Outputs it receives, subject to these Terms and the applicable Model Terms, and subject to Sail’s and its licensors’ rights in the Models and the Services.
6.4 Service Data; De-identified Data. Sail may collect and use usage data, telemetry, metadata, and other information relating to the provision, security, and performance of the Services (excluding the content of Inputs and Outputs), and may use de-identified and aggregated data for any lawful business purpose, including to develop and improve the Services, provided that such data does not identify Customer or any individual and is not used to train any artificial intelligence or machine-learning model in contravention of Section 3.3.
6.5 Privacy. Sail’s processing of personal data is described in its Privacy Policy and, where applicable, the DPA, each available on Sail’s website and incorporated by reference.
7. FEES AND PAYMENT
7.1 Fees; Pay-As-You-Go. Customer shall pay all fees for its use of the Services at Sail’s then-current rates posted on Sail’s website or in the Dashboard. Unless a prepaid balance or other method is offered and selected, Customer authorizes Sail (and its payment processors) to charge Customer’s designated payment method for all fees and applicable taxes as they accrue. Customer is responsible for keeping its payment method current.
7.2 Price Changes. Sail may change its prices at any time. For price increases, Sail will provide reasonable advance notice by email to the address associated with Customer’s account or through the Dashboard before the increased rates apply; price decreases may take effect immediately. Price changes apply prospectively to usage occurring after they take effect.
7.3 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, withholding, and similar taxes, excluding taxes on Sail’s net income.
7.4 No Refunds; No Minimum Commitment. Except as set forth in Section 13.4 or as required by applicable law, all fees and prepaid amounts are non-refundable and non-cancellable, and are not contingent on Customer’s actual usage. There is no minimum spend or minimum commitment unless separately agreed in writing.
7.5 Late Payment; Suspension. If any payment fails or is overdue, Sail may charge interest at the lower of 1.5% per month or the maximum permitted by law, and may suspend or terminate the Services under Section 2.7 or Section 13.
8. PROPRIETARY RIGHTS
8.1 Ownership. Sail and its licensors own all right, title, and interest in and to the Services, the Models, the Documentation, all software and materials provided by Sail, and all Intellectual Property Rights therein (collectively, “Sail IP”). No rights are granted to Customer except as expressly set forth in these Terms. Any improvements, modifications, or derivatives of Sail IP are owned by Sail, and Customer assigns to Sail any rights it may acquire in Sail IP.
8.2 Feedback. Customer grants Sail a perpetual, irrevocable, worldwide, royalty-free, fully paid license to use and exploit in any manner any suggestions, feedback, or recommendations Customer provides relating to the Services.
9. CONFIDENTIALITY
9.1 Confidential Information. Each party may disclose non-public business or technical information that is designated as confidential or that should reasonably be understood to be confidential (“Confidential Information”). The receiving party shall use the disclosing party’s Confidential Information only to exercise its rights and perform its obligations under these Terms and shall protect it using at least reasonable care. Sail’s API keys and credentials and the non-public components of the Services are Sail’s Confidential Information. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was known without restriction, is independently developed, or is rightfully received from a third party, and do not prevent disclosure required by law (with notice where permitted).
10. WARRANTIES; DISCLAIMER
10.1 Limited Customer Warranty. Customer represents and warrants that it has the authority to enter into these Terms and that its use of the Services will comply with these Terms and applicable law.
10.2 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, MODELS, OUTPUTS, DOCUMENTATION, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. SAIL AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SAIL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT ANY DATA OR OUTPUT WILL BE ACCURATE OR PRESERVED, OR THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS. NO ADVICE OR INFORMATION OBTAINED FROM SAIL OR THROUGH THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
11. INDEMNIFICATION
11.1 By Sail. Sail will defend Customer from and against any third-party claim alleging that the Services, as provided by Sail and used by Customer in accordance with these Terms, infringe or misappropriate such third party’s patent, copyright, trademark, or trade secret, and will indemnify Customer for damages and reasonable costs finally awarded against Customer (or agreed by Sail in settlement) on such claim. Sail has no obligation under this Section for any claim arising from (a) Models or Outputs, including Models developed, owned, or licensed by third parties or made available on an open-weight basis (which are governed by the applicable Model Terms); (b) Customer Data, Customer Workloads, or Inputs; (c) combination or use of the Services with products, services, data, or materials not provided by Sail, where the claim would not have arisen but for the combination or use; (d) modifications not made by Sail; (e) Customer’s use of the Services after notice to modify or cease, or in violation of these Terms or applicable law; or (f) Beta Features or any no-charge, trial, or evaluation use. If the Services become, or in Sail’s reasonable opinion are likely to become, subject to an infringement claim, Sail may, at its option and expense, (i) procure for Customer the right to continue using the affected Services, (ii) modify or replace the affected Services to make them non-infringing while maintaining materially equivalent functionality, or (iii) terminate the affected Services and refund any prepaid, unused fees for them. THIS SECTION 11.1 STATES SAIL’S ENTIRE LIABILITY, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, FOR ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION. Sail’s obligations under this Section 11.1 are subject to the limitations set forth in Section 12.
11.2 By Customer. Customer shall defend, indemnify, and hold harmless Sail and its affiliates, and their respective officers, directors, employees, and agents, from and against any third-party claims, and all resulting damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees), arising out of or relating to (a) Customer Data or Customer Workloads, including any claim that they infringe or misappropriate any Intellectual Property Rights or violate any privacy or other right; (b) Customer’s or its Permitted Users’ use of the Services in violation of these Terms or applicable law; (c) Customer’s violation of these Terms, the Model Terms, or applicable law; or (d) Outputs as used, modified, or distributed by Customer.
11.3 Procedure. The party seeking indemnification (the “indemnified party”) shall provide the indemnifying party with prompt written notice of the claim, reasonable cooperation (at the indemnifying party’s expense), and sole control of the defense and settlement of the claim; provided that the indemnifying party shall not enter into any settlement that imposes any liability, non-monetary obligation, or admission of fault on the indemnified party without the indemnified party’s prior written consent (not to be unreasonably withheld). The indemnified party may participate in the defense with its own counsel at its own expense.
12. LIMITATION OF LIABILITY
12.1 Waiver of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SAIL OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF GOODWILL, OR LOSS OR CORRUPTION OF DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER OR NOT SAIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SAIL’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY CUSTOMER TO SAIL FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) US$100.
12.3 Exclusions. Nothing in these Terms limits liability that cannot be limited under applicable law. The limitations in this Section 12 apply notwithstanding any failure of essential purpose of any limited remedy.
12.4 Basis of the Bargain. Customer acknowledges that the disclaimers and limitations in Sections 10 and 12 are essential elements of these Terms and are reflected in Sail’s pricing, and that Sail would not provide the Services on a self-service basis without them.
13. TERM; TERMINATION
13.1 Term. These Terms begin when Customer first accepts them or uses the Services and continue until terminated as provided below.
13.2 Termination by Customer. Customer may terminate these Terms at any time by ceasing all use of the Services and closing its account.
13.3 Termination or Suspension by Sail. Sail may terminate these Terms or Customer’s access to the Services (a) for convenience upon notice; or (b) immediately, with or without notice, if Customer breaches these Terms, fails to pay, or for any reason permitting suspension under Section 2.7.
13.4 Effect of Termination. Upon termination, all licenses and Customer’s right to access the Services end, and Customer shall stop using the Services. If Sail terminates these Terms for convenience under Section 13.3(a), or discontinues a Service for which Customer holds a prepaid balance, Sail will refund any prepaid, unused amounts for the affected Services; otherwise, except as required by law, fees and prepaid amounts are non-refundable. Except where Sail terminates for Customer’s breach, Sail will make Customer Data then in Sail’s possession available for export by Customer for at least thirty (30) days following termination, after which Sail may delete Customer Data and Customer Workloads. Customer remains responsible for exporting any data it wishes to retain within that period.
13.5 Survival. Sections 1.4, 2.5, 6, 7 (for accrued amounts), 8, 9, 10, 11, 12, 13.4, 13.5, 14, 15, and 16 survive termination.
14. EXPORT; SANCTIONS
14.1 Compliance. Customer shall comply with all applicable export control and economic sanctions laws and represents that it is not located in, organized under the laws of, or ordinarily resident in any embargoed or sanctioned jurisdiction, and is not a restricted or denied party. Customer shall not use or export the Services in violation of such laws.
15. GOVERNING LAW; DISPUTE RESOLUTION
15.1 Governing Law. These Terms, and any dispute arising out of or related to these Terms or the Services, are governed by and construed in accordance with the laws of the State of California, without giving effect to its conflict-of-laws rules or the United Nations Convention on Contracts for the International Sale of Goods.
15.2 Venue; Jurisdiction. Any legal suit, action, or proceeding arising out of or related to these Terms or the Services shall be instituted exclusively in the state or federal courts located in San Francisco, California, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
16. GENERAL
16.1 Entire Agreement; Order of Precedence. These Terms, together with the Privacy Policy, the DPA, the Documentation, and any usage policies referenced herein, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements. In case of conflict, these Terms control over the Documentation and usage policies, except that the DPA controls with respect to the processing of personal data.
16.2 Assignment. Customer may not assign or transfer these Terms without Sail’s prior written consent. Sail may freely assign these Terms. Any prohibited assignment is void.
16.3 Notices. Sail may provide notices through the Services, the Dashboard, or by email to the address associated with Customer’s account, and such notices are deemed given when sent or posted. Customer is responsible for keeping its contact information current.
16.4 No Waiver; Severability. No failure to enforce any provision is a waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions remain in effect.
16.5 Force Majeure. Sail is not liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, labor disputes, internet or utility failures, supplier or third-party failures, governmental action, or attacks on or failures of systems.
16.6 Independent Contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, or fiduciary relationship.
16.7 Publicity. Sail will not use Customer’s name, logo, or trademarks in marketing or publicity materials, or identify Customer as a customer, without Customer’s prior written consent (email sufficient).
16.8 Interpretation. Section headings are for convenience only. “Including” means “including without limitation.” These Terms will not be construed against the drafter.