Terms of Service

1. Acceptance of These Terms; Eligibility

1.1 Acceptance. Customer accepts these Terms by executing an Order Form that references them, by subscribing to a Plan through Checkout, or by accessing or using the Service. Where the Service or Checkout presents an affirmative control indicating acceptance of these Terms, Customer’s use of that control also constitutes acceptance. A person who does not agree to these Terms must not access or use the Service.

1.2 Authority. If an individual accepts these Terms on behalf of a company, organization, or other legal entity, that individual represents and warrants that they have the authority to bind that entity, and “Customer” refers to that entity. Absent that authority, the individual must not accept these Terms or use the Service.

1.3 Eligibility. Each Authorized User must be at least 18 years old, or the age of majority in their jurisdiction if greater, and Customer must be legally capable of entering into a binding contract. Customer may not use the Service if it is barred from doing so under applicable law, if its account has previously been terminated by Marker for cause, or for the purpose of building, benchmarking, or marketing a competing product or service. This Section 1.3 applies to the Service; it does not restrict who may read the Sites.

1.4 Scope. These Terms govern the Service — the hosted Marker platform at app.usemarker.ai and its application programming interfaces at api.usemarker.ai — and, to the limited extent stated in this Section 1.4, the Sites at usemarker.ai and docs.usemarker.ai. Only Sections 1, 11 (Marker Intellectual Property), 13 (Acceptable Use), 20.3 (Disclaimer), 22 (Limitation of Liability), 23 (Dispute Resolution), 24 (Governing Law and Venue), and 27 through 29 apply to a person who merely visits or reads the Sites; the remaining Sections, including the license in Section 4, the fee and Credit terms in Sections 5 and 6, the content and indemnity terms in Sections 9 through 12 and 21, and the representations in Section 20.2, apply only to use of the Service. Self-managed, on-premises, and air-gapped deployments of Marker software are not licensed under these Terms. Those deployments are licensed exclusively under a separately executed written agreement between the parties (an enterprise agreement and/or Order Form), which controls over these Terms with respect to that offering.

1.5 Related documents. Marker’s Privacy Policy describes how Marker collects and processes personal information and is incorporated into these Terms by reference. The Documentation (as defined in Section 2.6) describes the Service’s functionality. Access to the Documentation at docs.usemarker.ai is controlled and may require email verification. Because the Documentation is not publicly available, it is not incorporated into these Terms by reference and does not set the fees or Credit rates Customer owes; Sections 5 and 6 state those terms in full.

2. Definitions

Capitalized terms have the meanings given below or where first defined in these Terms.

2.1 “Agent” means Customer’s artificial-intelligence voice or chat system that is the subject of verification, as represented within the Service by the record Customer creates for it and by the versions, configuration, and results organized under that record. The connections, endpoints, telephone numbers, and other destinations through which the Service reaches an Agent are configured separately within the Service; they are items of Customer’s configuration and are not themselves Agents.

2.2 “Authorized User” means an individual whom Customer authorizes to access the Service under Customer’s account, including Customer’s employees, contractors, and agents.

2.3 “Confidential Information” has the meaning given in Section 19.1.

2.4 “Credits” means the single unit of account by which the Service meters billable operations, as described in Section 6.

2.5 “Customer Content” means all data, content, and materials that Customer or its Authorized Users submit to, upload to, transmit through, or generate for use within the Service, including agent and connection configurations, personas, scenarios, scenario sets, templates, marker definitions, ingested production transcripts, uploaded audio and call recordings, telemetry and traces, human-entered labels and notes, and the identifiers of the Agents, connections, endpoints, and telephone numbers Customer configures for testing.

2.6 “Documentation” means the technical and user documentation Marker makes available for the Service, including at docs.usemarker.ai. Access to the Documentation is controlled and may require email verification.

2.7 “Marker Technology” means the Service and all software, hardware, models, algorithms, evaluation methods, user interfaces, designs, Documentation, and other technology used to provide the Service, together with all improvements and derivative works of any of the foregoing.

2.8 “Order Form” means an ordering document, enterprise agreement, or statement of work executed by both parties that references these Terms or that separately licenses a self-managed deployment. The in-product checkout is not an Order Form; it is “Checkout,” defined in Section 2.14.

2.9 “Service Results” means the results the Service generates from Customer Content, including simulated conversation transcripts and their recordings, machine-generated evaluation answers (Marks), rule and judge results, deterministic audio-signal measurements, batch rollups, alignment scorecards, dashboards, exports, and reports.

2.10 “Plan” means the subscription tier Customer selects at Checkout, including its recurring fee and its included monthly Credit allotment.

2.11 “Service” means the hosted Marker agent-verification platform made available at app.usemarker.ai and its application programming interfaces at api.usemarker.ai, as made generally available by Marker and as described in the Documentation. The Sites are not part of the Service; Section 1.4 states which provisions apply to them.

2.12 “Simulation” means a Service-initiated voice or chat conversation conducted with an Agent over a connection Customer configures, using a synthetic persona and scenario.

2.13 “Usage Data” means technical and operational data generated by or derived from the operation of the Service, such as metering quantities, event counts, latencies, error rates, model and carrier utilization, and feature-usage statistics, in each case excluding Customer Content.

2.14 “Checkout” means the in-product purchase flow by which Customer selects a Plan, provides a payment method, and starts or changes a subscription. Checkout is not an Order Form and is not executed by both parties; Section 29.4 states the effect it has.

2.15 “Sites” means the Marker websites at usemarker.ai and docs.usemarker.ai, including their content. The Sites are informational; they are not the Service.

3. Accounts, Organizations, and Authorized Users

3.1 Registration. To use the Service, Customer must create an account and an organization. Customer must provide accurate, current, and complete registration and billing information and keep it current. Authentication is delegated to Marker’s identity provider; Marker does not store Customer’s passwords.

3.2 Organization scope. All Customer Content, Service Results, Credits, and billing are scoped to Customer’s organization. The individual who completes Checkout is the organization owner and is responsible for its subscription, spend settings, and membership.

3.3 Authorized Users. Customer may permit Authorized Users to access the Service under Customer’s account. Customer is responsible for its Authorized Users’ compliance with these Terms and for all activity occurring under its account, and any act or omission of an Authorized User that would breach these Terms is a breach by Customer.

3.4 Credentials and API keys. Customer is responsible for maintaining the confidentiality of its credentials, session cookies, and API keys. API keys are displayed once at creation and stored by Marker only in hashed form; Marker cannot recover a lost key. Customer must notify Marker promptly at [email protected] of any suspected unauthorized access to or use of its account, and must revoke and rotate affected credentials.

4. The Service and License Grant

4.1 License grant. Subject to these Terms and to Customer’s payment of all fees, Marker grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the subscription term to access and use the Service, and to use the Documentation, solely for Customer’s internal business purposes of testing, evaluating, and monitoring its own Agents.

4.2 Restrictions. Except as expressly permitted in these Terms, Customer will not, and will not permit any third party to: (a) copy, modify, translate, or create derivative works of the Marker Technology; (b) reverse engineer, decompile, or disassemble any part of the Service, or otherwise attempt to derive its source code, models, prompts, or evaluation logic, except to the extent this restriction is unenforceable under applicable law; (c) rent, lease, sell, sublicense, distribute, or provide the Service to any third party, or use it in a service-bureau or time-sharing capacity; (d) remove or obscure any proprietary notice; (e) circumvent or exceed any metering, rate limit, spend cap, quota, or access control; (f) access the Service to build or improve a competing product or service, or to conduct competitive benchmarking without Marker’s prior written consent; or (g) use any automated means to scrape or extract data from the Service other than through documented APIs.

4.3 Changes to the Service. Marker may modify, add to, or discontinue features of the Service from time to time. Marker will not materially degrade the core functionality of the Service during a paid billing period without notice to Customer. Marker may impose reasonable technical limits, including rate limits and concurrency limits, and may update supported models, carriers, and providers.

4.4 Support. Marker provides support by email at [email protected] on a commercially reasonable-efforts basis. These Terms include no service-level agreement and no uptime, availability, or response-time commitment. Any such commitment must be set out in a separately executed Order Form.

5. Plans, Fees, Renewal, and Payment

5.1 Plans and fees. The Service is offered on paid monthly Plans. As of the effective date of these Terms, the Starter Plan is $250 per month and includes 15,000 Credits per billing period, and the Pro Plan is $1,000 per month and includes 100,000 Credits per billing period. The prices and allotments presented at Checkout are authoritative for Customer’s subscription. There is no free tier and no free trial; payment is due at signup. All fees and other amounts stated in these Terms are in United States dollars, all payments must be made in United States dollars, and Customer bears any currency-conversion, foreign-transaction, or bank charge its payment method imposes.

5.2 Payment processing. Fees are charged to the payment card or other payment method Customer provides at Checkout. Payments are processed by Stripe, Inc. Customer authorizes Marker and Stripe to charge that payment method for all fees due, including recurring Plan fees, taxes, and any overage incurred under Section 6. Marker does not store full payment card numbers. Customer’s use of Stripe is additionally subject to Stripe’s own terms.

5.3 Automatic renewal. Each subscription renews automatically for successive periods of the same length, at the then-current fee, unless Customer cancels before the end of the current period as described in Section 8.1. Customer authorizes recurring charges without further authorization until it cancels.

5.4 Price changes. Marker may change Plan fees, included allotments, or the per-operation Credit rates described in Section 6.1 on at least 30 days’ prior notice by email or in-product notice. A change to a Credit rate applies only to operations admitted after it takes effect; it never re-rates an operation already admitted. Changes take effect only at the start of Customer’s next billing period and never retroactively for a period already paid. Continued use of the Service after a change takes effect constitutes acceptance of the new fees. If Customer does not accept a change, its remedy is to cancel before the change takes effect.

5.5 No refunds. Except as expressly stated in these Terms or as required by applicable law, all fees are non-refundable and are not prorated or credited for partial billing periods, unused Credits, or periods of non-use. Cancelling does not entitle Customer to a refund of fees already paid for the current billing period.

5.6 Failed payment and past-due accounts. If a charge fails, Marker and its payment processor may retry it under the processor’s standard dunning sequence, which serves as Customer’s cure period; no additional grace period applies. While an organization is past due, Customer retains read access to its data and any work already in flight is allowed to finish, but the Service declines all new writes — not only new cost-bearing work, but also configuration changes such as creating or editing agents, connections, personas, scenarios, scenario sets, markers, teams, and memberships, and the creation of new API keys. The same restriction applies to requests made with an API key. Before Customer’s first successful payment, and after a subscription is cancelled, the Service likewise permits only read access and access to the Checkout surface.

5.7 Billing disputes. Customer must notify Marker in writing at [email protected] of any disputed charge within 30 days after the invoice date. Charges not disputed within that period are deemed accepted. Marker may charge interest on undisputed past-due amounts at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable costs of collection.

6. Credits, Overage, and Spend Caps

6.1 What Credits are. Credits are the Service’s single unit of metering, valued at $0.01 per Credit at list price. Billable operations — including simulated voice minutes, ingested audio minutes, and judge evaluations — consume Credits from a single organization-level balance at the per-operation Credit rates Marker sets for each operation and, where the rate depends on it, for the model, provider, or transport used. When the Service admits a billable operation it records the rate terms then in effect for that operation, and those recorded terms — not any later change to the rate schedule — are the basis on which the operation is charged. Marker will provide Customer with the current per-operation Credit rate schedule, and with the rate terms recorded for any specific operation, on request at [email protected]. Credits are a unit of metering only. They are not currency, have no cash value, are not securities or stored value, and may not be sold, transferred, exchanged, or redeemed for cash.

6.2 Allotment and expiration. Customer’s included Credit allotment is granted at the start of each billing period. Credits do not roll over: unused Credits expire at the end of the billing period in which they were granted, without refund or replacement. Where multiple Credit grants exist, the Service consumes the earliest-expiring grant first.

6.3 Exhaustion. By default, when an organization’s Credit balance reaches zero, the Service stops admitting new billable work. Read access remains available and work already in flight is permitted to run to completion.

6.4 Opt-in overage and spend cap. An organization owner may opt in to usage-based overage in the in-product billing settings. Overage is off unless affirmatively enabled. Enabling overage requires Customer to set a spend cap, expressed in Credits, of no less than its Plan’s included monthly Credit allotment and no more than two times that allotment. A spend cap is required: overage cannot be enabled without one, Marker does not set one on Customer’s behalf, and there is no default cap. The cap is a ceiling on total Credit consumption in the billing period, inclusive of the included allotment — so a cap set at one times the allotment permits no overage at all, and a cap set at two times the allotment permits overage of at most one further allotment. Overage Credits consumed above the included allotment are metered in arrears and charged on Customer’s next invoice at the rates described in Section 6.1, and when consumption reaches the spend cap the Service again stops admitting new billable work. Customer is responsible for all overage charges incurred up to its configured cap, including charges resulting from automation, scheduled batches, or misconfiguration on Customer’s side.

6.5 Metering is authoritative. Marker’s metering and Credit-ledger records are the authoritative record of Customer’s usage for billing purposes, absent manifest error. On request under Section 5.7, Marker will provide Customer with the metered quantities and the recorded rate terms underlying a disputed charge so that Customer can verify it.

7. Taxes

7.1 All fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, goods-and-services, excise, withholding, and similar taxes, duties, and governmental assessments associated with its purchase, excluding taxes based on Marker’s net income, property, or employees. If Marker is legally required to collect such taxes, they will be added to the amounts charged. If Customer is exempt, Customer must provide valid documentation of exemption in advance.

7.2 If any amount is subject to withholding, Customer will gross up its payment so that Marker receives the full amount it would have received absent the withholding.

8. Suspension, Cancellation, and Termination

8.1 Cancellation by Customer. Customer may cancel its subscription at any time, for any reason, from the in-product billing settings and customer portal. Cancellation instructs Marker’s payment processor to stop the subscription, so that it does not renew. When the subscription ends, Customer’s organization can no longer start new work in the Service or create new API keys, and the Service permits only read access and access to the Checkout surface, as Section 5.6 describes; Customer Content that Marker retains remains available for reading and export as described in Section 8.5. No refund or proration is provided.

8.2 Termination for cause. Either party may terminate these Terms if the other party materially breaches them and fails to cure the breach within 15 days after written notice describing it. Non-payment is governed by Section 5.6, and the payment processor’s dunning sequence is the cure period for non-payment.

8.3 Suspension and immediate termination. Marker may suspend Customer’s access to all or part of the Service, or terminate these Terms immediately and without a cure period, if Marker reasonably determines that (a) Customer has violated Section 13 (Acceptable Use) or Section 15 (Telephony, Recording, and Consent Compliance); (b) continued access presents a security, integrity, legal, or fraud risk to Marker, its other customers, its providers, or a third party; (c) Customer’s use exposes Marker to liability or violates the terms of an upstream provider; or (d) Marker is required to do so by law or by a governmental or carrier authority. Where practicable, Marker will notify Customer and, for suspensions, will restore access promptly once the cause is resolved.

8.4 Termination by Marker for convenience. Marker may terminate these Terms or discontinue the Service for convenience on 30 days’ notice, in which case Marker will refund any prepaid, unused Plan fees for the terminated portion of the then-current billing period. This is Customer’s sole remedy for such a termination.

8.5 Effect of termination. On expiration or termination, all licenses granted to Customer end and, except as this Section 8.5 permits, Customer must stop accessing the Service. For 30 days after termination, Marker will make Customer Content reasonably available for export where Customer’s account remains in good standing and export is technically feasible. After that period, Marker has no obligation to retain Customer Content or Service Results, and may delete or de-identify them in the ordinary course of its operations. Marker makes no commitment as to whether or when any particular deletion occurs, and Customer Content may persist because of retention required by law, backup and disaster-recovery cycles, and records Marker must retain for accounting, tax, audit, or fraud-prevention purposes. Customer is responsible for exporting anything it needs within the export window. Marker has no obligation to make Customer Content available for export following a termination for cause under Section 8.3.

8.6 Survival. Any provision of these Terms that by its nature should survive expiration or termination does so. Without limiting that, Sections 2, 5.5, 5.6, 5.7, 6.1, 6.5, 7, 8.5, 8.6, 9.1, 9.2, 9.3, 9.4, 9.5, 10, 11, 12, 13, 14, 15, 16.2, 17, 18.4, 18.5, 19, 20.2, 20.3, 21, 22, 23, 24, 25, 26, 28, and 29, and any accrued payment obligations, survive expiration or termination.

9. Customer Content and License to Marker

9.1 Ownership. As between the parties, Customer owns and retains all right, title, and interest in and to Customer Content. Marker claims no ownership in it.

9.2 License to Marker. Customer grants Marker a limited, non-exclusive, worldwide, royalty-free license to host, store, copy, transmit, process, transcode, analyze, and display Customer Content, and to transmit it to the third-party providers described in Section 17, solely to the extent necessary to (a) provide, secure, and support the Service for Customer, (b) generate Service Results at Customer’s direction, and (c) comply with law. This license terminates when the relevant Customer Content is deleted, except for residual copies in backups pending expiration in the ordinary course.

9.3 No model training on Customer Content. Marker does not use Customer Content to train, fine-tune, or otherwise improve generally available artificial-intelligence or machine-learning models, and does not license Customer Content to third parties for that purpose.

9.4 Usage Data. Marker may collect and use Usage Data, and de-identified and aggregated data derived from operation of the Service, to operate, secure, analyze, support, and improve the Service and to produce aggregate statistics. Marker will not publish or disclose such data in a form that identifies Customer, its Authorized Users, its Agents, or any individual.

9.5 Customer responsibility for Customer Content. Customer is solely responsible for Customer Content, including its legality, accuracy, and the means by which it was obtained, and for having all rights, consents, licenses, and permissions necessary for Marker to process it as contemplated by these Terms. Marker does not monitor Customer Content but may remove or disable access to Customer Content that it reasonably believes violates these Terms or applicable law.

9.6 Restricted data. Unless the parties have executed a separate written agreement expressly permitting it, Customer must not submit to the Service any protected health information subject to HIPAA, cardholder data subject to PCI DSS, government-issued identification numbers, biometric identifiers or biometric information used to identify an individual (for example, an enrolled voiceprint or faceprint), children’s personal information subject to COPPA, classified or export-controlled technical data, or any other category of data whose handling requires safeguards or certifications Marker has not agreed in writing to provide.

9.7 Voice and audio carve-out. For the avoidance of doubt, the call audio, recordings, transcripts, and audio-derived measurements that Customer submits or generates for evaluation in the ordinary use of the Service are Customer Content, are contemplated by these Terms, and are not, on their own, restricted data under Section 9.6. Section 15 governs Customer’s obligations for that audio, including the rights, consents, and recording notices Customer must obtain. Customer must not, however, use the Service to enroll, derive, match, or otherwise process a voiceprint or other biometric identifier for the purpose of identifying or authenticating an individual.

10. Service Results

10.1 Ownership of Service Results. As between the parties, and subject to Marker’s rights in the Marker Technology, Customer owns the Service Results generated for its organization and may use them for any lawful purpose.

10.2 Reservation. Customer’s ownership of Service Results does not convey any right in the Marker Technology, including the models, prompts, rules, scoring methods, deterministic signal processing, built-in marker catalog, or user interfaces used to generate them.

10.3 Similarity of Service Results. Service Results are generated in part by artificial-intelligence models that are also used for other customers. Service Results generated for other customers may be similar or identical to Customer’s Service Results, and Marker makes no representation that Service Results are unique, novel, reproducible from run to run, or protectable under copyright or any other intellectual-property regime.

10.4 Cross-reference. Service Results are subject to the disclaimers in Section 14, which Customer should read before relying on any Service Result.

11. Marker Intellectual Property; Reservation of Rights

11.1 Marker and its licensors own all right, title, and interest in and to the Marker Technology, including all intellectual-property rights in it. No rights are granted to Customer other than the limited license expressly stated in Section 4.1. All rights not expressly granted are reserved. Nothing in these Terms transfers ownership of any intellectual-property right, and no license is granted by implication, estoppel, or otherwise.

11.2 “Marker,” the Marker logo, and Marker’s other names and marks are Marker’s trademarks. Customer may not use them without Marker’s prior written consent, except to accurately identify Marker as a provider.

12. Feedback

12.1 If Customer or an Authorized User provides Marker with suggestions, enhancement requests, evaluations, or other feedback about the Service (“Feedback”), Customer grants Marker a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable, and transferable license to use, reproduce, modify, and otherwise exploit the Feedback for any purpose, without attribution, compensation, or restriction. Feedback is provided voluntarily and is not Customer’s Confidential Information.

13. Acceptable Use

13.1 Authorization to test. Customer may direct the Service to place Simulations against, ingest conversations from, or otherwise interact with only those Agents, endpoints, telephone numbers, and systems that Customer owns or is expressly authorized in writing to test. Customer must not use the Service against any third-party system, number, or person without that authorization. The Service is a testing tool and must not be pointed at real consumers or at production endpoints serving real end users without appropriate safeguards and consents.

13.2 Prohibited uses. Customer will not, and will not permit any Authorized User or third party to use the Service to: (a) violate any applicable law or regulation, including telecommunications, telemarketing, wiretap, consumer-protection, privacy, data-protection, or export-control laws; (b) place unsolicited, harassing, deceptive, fraudulent, or high-volume calling or messaging campaigns of any kind, or to conduct robocalling, vishing, spoofing, or social-engineering activity against any person; (c) impersonate any person or entity, or misrepresent the synthetic nature of a Simulation where disclosure is required by law; (d) generate, store, or transmit malware, or interfere with or disrupt the integrity or performance of the Service, its infrastructure, or any third-party network, including any carrier network; (e) conduct penetration testing, load testing, denial-of-service testing, or vulnerability scanning against the Service without Marker’s prior written consent; (f) gain unauthorized access to any account, system, or data, including the data of another Marker customer; (g) create content that is unlawful, defamatory, obscene, or that sexually exploits or endangers minors; (h) make automated decisions with legal or similarly significant effect concerning an individual (including employment, disciplinary, credit, housing, insurance, or benefits decisions) on the basis of Service Results without meaningful human review; or (i) resell, sublicense, or otherwise provide the Service’s calling or evaluation capabilities to third parties as a standalone offering.

13.3 Enforcement. Violations of this Section 13 may result in immediate suspension or termination under Section 8.3, and are excluded from the liability cap in Section 22.3.

13.4 Intellectual-property complaints. Marker respects intellectual-property rights. A person who believes that material stored on the Service infringes a copyright or other intellectual-property right they own or are authorized to enforce may report it to [email protected] with the subject line “Infringement Notice.” The report should identify the right claimed to be infringed, identify the material claimed to be infringing with information reasonably sufficient to locate it, state the basis for the claim, and give the sender’s contact information; Marker may request further detail before acting. Marker may remove or disable access to material it reasonably believes to be infringing under Section 9.5, and may suspend or terminate under Section 8.3 the account of any Customer or Authorized User it determines to be a repeat infringer. This Section 13.4 describes how to reach Marker about a claimed infringement; it does not establish, and Marker does not undertake to follow, any statutory notice, counter-notice, or takedown procedure, and it creates no obligation to restore removed material.

14. AI, Simulation, and Evaluation Disclaimers

14.1 Service Results are probabilistic. The Service uses large-language models and other machine-learning systems to generate Simulations and to evaluate conversations. Service Results are probabilistic and statistical in nature. They may be inaccurate, incomplete, inconsistent between runs on identical inputs, biased, or otherwise unsuitable for any particular purpose. Simulated personas and scenarios are synthetic constructions and do not represent real people, real customers, or the full distribution of real production behavior. Transcription, diarization, and audio-derived measurements may contain errors.

14.2 Not professional advice. Service Results do not constitute legal, regulatory, compliance, medical, financial, employment, safety, or other professional advice, and must not be relied on as such. Service Results are not a certification, audit, attestation, or assurance that an Agent is safe, accurate, compliant, fit for release, or fit for any particular purpose.

14.3 Customer is responsible for decisions. Customer is solely responsible for independently reviewing and verifying Service Results before relying on them, and for all decisions, releases, deployments, gating criteria, disclosures, and actions it takes or declines to take based on Service Results, including decisions affecting individuals. Customer must maintain human review appropriate to the risk of the decision. Customer must not use the Service as the sole control for any safety-critical, life-critical, or legally mandated function.

14.4 No warranty of correctness. Marker makes no representation or warranty that Service Results are accurate, complete, reproducible, or free of bias, or that they will detect any particular defect, regression, or failure mode in an Agent. Section 20.3 applies in full to Service Results.

15. Telephony, Recording, and Consent Compliance

This Section applies whenever Customer uses the Service to place, receive, record, or ingest voice calls, including Simulations placed over telephony, SIP, WebRTC, or websocket transports.

15.1 Rights and consents. Customer represents and warrants that, for every telephone number, endpoint, and system it designates, it has obtained and will maintain all authorizations, rights, and consents required by applicable law for Marker and its telephony providers to place calls to and receive calls from that destination, and to record, store, transcribe, and analyze those calls and their audio.

15.2 Recording and wiretap laws. Customer is responsible for compliance with all applicable call-recording, eavesdropping, and wiretap laws, including the federal Wiretap Act, the California Invasion of Privacy Act, and other state two-party or all-party consent statutes. Where the jurisdiction of any call participant is uncertain, Customer must apply the strictest applicable standard and obtain all-party consent. Customer is responsible for providing any legally required recording notice or disclosure and for disclosing the automated or synthetic nature of a Simulation where required.

15.3 TCPA and telemarketing rules. Customer is responsible for compliance with the Telephone Consumer Protection Act and its implementing regulations, state mini-TCPA and automated-dialing statutes, and all telemarketing and do-not-call rules. Without limiting the foregoing, Customer will: (a) obtain and retain any prior express consent, or prior express written consent, required before any call using an artificial or prerecorded voice or an automated dialing system; (b) scrub its destination lists against the National Do Not Call Registry and any applicable state and internal do-not-call lists, no less frequently than every 31 days; (c) honor opt-out and revocation requests promptly; (d) observe applicable calling-time restrictions; and (e) accurately transmit caller-identification information and not spoof or falsify it.

15.4 Test endpoints only. Customer will direct Simulations only to endpoints it owns or is authorized to test under Section 13.1. Customer will not use the Service to call consumers, wireless numbers it is not authorized to call, emergency services, or any number obtained without the requisite consent.

15.5 Carrier rules. Customer will comply with the acceptable use requirements of the underlying telephony carriers and voice providers used to deliver Simulations, and acknowledges that those providers may block, filter, or terminate traffic at their discretion.

15.6 Allocation of responsibility. Marker acts solely as a technical facilitator that places Simulations at Customer’s direction and to destinations Customer designates. Marker does not determine whom Customer calls, the content of Customer’s scenarios, or whether Customer has obtained the required consents. Claims, fines, and penalties arising from Customer’s violation of this Section 15 are expressly within Customer’s indemnity in Section 21.2 and are excluded from the liability cap in Section 22.3.

15.7 NO EMERGENCY CALLING. THE SERVICE IS A TESTING AND EVALUATION TOOL. IT IS NOT A TELEPHONY SERVICE, A REPLACEMENT FOR TRADITIONAL TELEPHONE SERVICE, OR AN INTERCONNECTED VOICE-OVER-INTERNET-PROTOCOL SERVICE, AND IT DOES NOT SUPPORT 911, E911, OR ANY OTHER EMERGENCY CALLING, EMERGENCY DISPATCH, OR EMERGENCY-LOCATION FUNCTIONALITY. CUSTOMER WILL NOT USE OR RELY ON THE SERVICE FOR EMERGENCY COMMUNICATIONS OF ANY KIND, WILL NOT DIRECT SIMULATIONS TO EMERGENCY SERVICES, AND WILL INFORM ITS AUTHORIZED USERS AND ANY OTHER PERSON WHO USES THE SERVICE ON ITS BEHALF OF THIS LIMITATION. CUSTOMER MUST MAINTAIN A SEPARATE MEANS OF PLACING EMERGENCY CALLS.

16. Beta and Preview Features

16.1 Marker may make features, integrations, models, transports, or deployment targets available on a beta, preview, early-access, or evaluation basis (“Beta Features”), which are identified as such in the Service or Documentation.

16.2 Beta Features are provided “AS IS,” without warranty or support of any kind, may be unstable or incomplete, may not function as documented, and may be changed, suspended, or discontinued at any time without notice and without liability. Marker may impose separate usage limits on Beta Features. Beta Features are Marker’s Confidential Information. Customer’s use of Beta Features is at its sole risk. Subject to Section 22.3, and notwithstanding any other provision of these Terms, Marker’s aggregate liability arising from Beta Features will not exceed one hundred U.S. dollars ($100).

17. Third-Party Services and Models

17.1 Providers Marker uses. The Service is delivered using third-party infrastructure, model, telephony, speech, identity, payment, and observability providers. Customer Content may be transmitted to and processed by those providers to the extent necessary to deliver the requested functionality, as described in our Privacy Policy. Marker may add, replace, or remove providers as the Service evolves.

17.2 Customer-connected services. Customer may connect the Service to systems it controls, including the endpoints and telephone numbers through which its Agents are reached, webhook and alert destinations, and identity providers. Customer is responsible for those systems, for the credentials it supplies, and for the consequences of data the Service transmits to destinations Customer configures. Marker is not a party to Customer’s agreements with those third parties.

17.3 No responsibility for third parties. Marker does not control, and disclaims all responsibility and liability for, the availability, accuracy, security, performance, pricing, or acts and omissions of any third-party service, model, or carrier, including any outage, deprecation, rate change, filtering, content policy, or model behavior change that affects the Service.

18. Security, Privacy, and Data Handling

18.1 Security measures. Marker maintains administrative, technical, and organizational measures designed to protect Customer Content against unauthorized access, disclosure, alteration, and destruction. These include encryption of data in transit, encryption of stored data using managed cloud key services, tenant-scoped authorization enforced in the application layer, role-based access control, delegated identity with no password storage by Marker, API keys stored only as hashes, restricted administrative access, and cryptographically signed container images for software Marker distributes.

18.2 No certifications or regulated-data commitments. Marker does not represent that the Service holds any third-party security certification or attestation, including SOC 2 or ISO 27001, and does not represent that the Service is HIPAA-compliant or that these Terms constitute a business associate agreement, a data processing agreement, or standard contractual clauses. No such statement is made or implied by Section 18.1. Any additional data-protection commitment must be set out in a separately executed written agreement. Customer that requires a data processing addendum, a business associate agreement, standard contractual clauses, or any other data-protection instrument should contact Marker at [email protected]; no such instrument applies unless and until both parties execute it in writing, and until then these Terms and the Privacy Policy are the only agreement governing Marker’s processing of Customer Content.

18.3 Hosting location and retention. The hosted Service stores Customer Content in Marker-operated cloud infrastructure in the United States. Customer may configure per-organization retention policies within the Service where the Service exposes that control, and is responsible for selecting settings appropriate to its legal obligations. Customer that requires its data to remain within its own network should use the separately licensed self-managed deployment described in Section 1.4 and at usemarker.ai/deployment.

18.4 Privacy. Marker’s collection and use of personal information is described in the Privacy Policy. Privacy requests may be directed to [email protected].

18.5 Security-incident notification. If Marker confirms a security incident that has resulted in the unauthorized access to, acquisition of, or disclosure of Customer Content or of personal information associated with Customer’s account, Marker will notify Customer of that incident as, and to the extent, required by applicable law. Marker may delay notice where a law-enforcement authority directs it to. This Section 18.5 is a notification obligation only, and it does not commit Marker to any notification method, deadline, or schedule of updates beyond what applicable law requires, to provide forensic reports or third-party audit results, or to bear Customer’s remediation or notification costs. Customer’s corresponding obligation to report suspected credential compromise is in Section 3.4.

19. Confidentiality

19.1 Definition. “Confidential Information” means non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is designated confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Content is Customer’s Confidential Information. The Marker Technology, Beta Features, and non-public pricing and roadmap information are Marker’s Confidential Information.

19.2 Obligations. The Recipient will use the same degree of care it uses to protect its own confidential information of like importance, and in no event less than reasonable care; will not use the Discloser’s Confidential Information except to exercise its rights and perform its obligations under these Terms; and will limit disclosure to its employees, contractors, advisors, and providers who need to know it and who are bound by confidentiality obligations at least as protective as these.

19.3 Exclusions. Confidential Information does not include information that is or becomes public through no fault of the Recipient, was rightfully known to the Recipient without a duty of confidentiality, is rightfully received from a third party without restriction, or is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.

19.4 Compelled disclosure. The Recipient may disclose Confidential Information to the extent required by law or legal process, provided it gives the Discloser prompt notice where legally permitted and reasonable cooperation in seeking protective treatment.

19.5 Duration. These obligations continue during the subscription term and for three years afterward, and for trade secrets, for as long as they remain trade secrets under applicable law.

20. Representations, Warranties, and Disclaimer

20.1 Mutual. Each party represents and warrants that it has full power and authority to enter into these Terms and that its performance will not violate any agreement by which it is bound.

20.2 Customer. Customer represents and warrants that (a) it has all rights, consents, and permissions necessary for Marker to process Customer Content and to perform the Service as directed; (b) its use of the Service and of Service Results complies with all applicable laws, including those referenced in Sections 13 and 15; and (c) Customer Content does not infringe or misappropriate any third-party right.

20.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE, THE DOCUMENTATION, ALL SERVICE RESULTS, AND ALL BETA FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MARKER AND ITS LICENSORS AND PROVIDERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. MARKER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT ANY DATA WILL BE PRESERVED WITHOUT LOSS, THAT ANY CALL WILL BE COMPLETED OR ANY EVALUATION EXECUTED, OR THAT ANY SERVICE RESULT WILL BE ACCURATE, COMPLETE, OR REPRODUCIBLE. NO ADVICE OR INFORMATION OBTAINED FROM MARKER CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO CUSTOMER.

21. Indemnification

21.1 By Marker. Marker will defend Customer against any third-party claim alleging that the Service, as provided by Marker and used by Customer in accordance with these Terms, directly infringes that third party’s United States patent, copyright, or trademark or misappropriates its trade secret, and will pay damages and costs finally awarded against Customer or agreed in settlement by Marker for such a claim. This obligation does not apply to any claim arising from (a) Customer Content, Service Results, or Customer’s Agents; (b) modification of the Service by anyone other than Marker; (c) combination of the Service with products, data, models, or services not provided by Marker; (d) use of the Service other than as permitted by these Terms and the Documentation; (e) Beta Features, or any evaluation, proof-of-concept, design-partner, or other no-charge access Marker may grant; or (f) continued use after Marker notifies Customer to stop. If the Service becomes, or Marker reasonably believes it may become, subject to such a claim, Marker may at its option procure the right for Customer to continue using the Service, modify or replace it so that it is non-infringing, or terminate these Terms and refund any prepaid, unused fees for the terminated portion of the then-current billing period. This Section 21.1 states Marker’s entire liability and Customer’s exclusive remedy for any claim of infringement or misappropriation.

21.2 By Customer. Customer will defend, indemnify, and hold harmless Marker and its officers, directors, employees, and providers from and against any third-party claim, and all resulting damages, losses, fines, penalties, settlements, and reasonable attorneys’ fees, arising out of or relating to (a) Customer Content or Customer’s Agents; (b) Customer’s or its Authorized Users’ use of the Service or of Service Results, including any decision made in reliance on Service Results; (c) Customer’s violation of applicable law, including the telephony, recording-consent, wiretap, telemarketing, and do-not-call laws referenced in Section 15, and any resulting regulatory investigation, fine, or penalty; (d) Customer’s breach of Section 13 (Acceptable Use) or of its representations in Section 20.2; (e) Customer’s failure to obtain any required consent or authorization; or (f) any claim by an Authorized User or by an owner or operator of a system Customer designated for testing.

21.3 Procedure. The party seeking indemnity must give the indemnifying party prompt written notice of the claim (except that delay relieves the indemnifying party only to the extent it is prejudiced), sole control of the defense and settlement, and reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle any claim in a way that imposes a non-monetary obligation on, or admits fault of, the indemnified party without its prior written consent, not to be unreasonably withheld. The indemnified party may participate with counsel of its own choosing at its own expense.

22. Limitation of Liability

22.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS, OR FOR ANY LOSS, CORRUPTION, OR INACCURACY OF DATA OR SERVICE RESULTS, OR FOR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

22.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY CUSTOMER TO MARKER UNDER THESE TERMS IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

22.3 Exclusions from the cap. Sections 22.1 and 22.2 do not limit: (a) Customer’s obligation to pay fees due under Section 5; (b) Customer’s indemnification obligations under Section 21.2; (c) Customer’s breach of Section 13 (Acceptable Use) or Section 15 (Telephony, Recording, and Consent Compliance); (d) either party’s misappropriation or infringement of the other’s intellectual property; or (e) liability that cannot be limited or excluded under applicable law, including liability for fraud, gross negligence, or willful misconduct.

22.4 Super-cap for confidentiality and data-security breach. For either party’s breach of Section 19 (Confidentiality), and for Marker’s breach of its obligations in Section 18 (Security, Privacy, and Data Handling) resulting in unauthorized access to or disclosure of Customer Content, the cap in Section 22.2 is replaced by three times the total fees paid by Customer to Marker under these Terms in the twelve months immediately preceding the event giving rise to the claim. Section 22.1 continues to apply to those claims.

22.5 Allocation of risk. The limitations in this Section 22 apply even if a limited remedy fails of its essential purpose, and reflect an agreed allocation of risk that is an essential basis of the bargain between the parties and is reflected in the fees.

23. Dispute Resolution; Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES MOST DISPUTES TO BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION RATHER THAN IN COURT, AND WAIVES THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION. CUSTOMER MAY OPT OUT AS DESCRIBED IN SECTION 23.7.

23.1 Informal resolution first. Before starting an arbitration, the party raising a dispute will send the other a written description of it and of the relief sought — to Marker at [email protected], and to Customer at the email address on its account — and the parties will attempt in good faith to resolve it for 30 days. This period tolls any applicable limitations period, including the period in Section 23.9, for its duration.

23.2 Agreement to arbitrate. Except for the claims carved out in Section 23.6, any dispute, claim, or controversy arising out of or relating to these Terms or the Service, including their formation, interpretation, breach, termination, enforceability, or validity, will be resolved by binding arbitration administered by JAMS in San Francisco, California, under the JAMS Comprehensive Arbitration Rules and Procedures in effect at the time the arbitration is commenced, or the JAMS Streamlined Arbitration Rules and Procedures where those rules apply by their terms. The arbitration will be conducted by a single arbitrator. The Federal Arbitration Act governs the interpretation and enforcement of this Section 23. If JAMS is unavailable or declines to administer the arbitration, the parties will agree in good faith on a substitute administrator; failing agreement within 30 days, either party may ask a court of competent jurisdiction under Section 24 to appoint one, and this Section 23 otherwise remains in effect.

23.3 Conduct and award. The arbitrator has exclusive authority to resolve all disputes subject to arbitration, including the scope and enforceability of this arbitration agreement, except that a court decides whether Section 23.4 is enforceable. The arbitrator may award any relief a court could award to that individual party, and the award is final and binding and may be entered as a judgment in any court of competent jurisdiction. Hearings may be conducted by videoconference or, where the amount in controversy permits under the applicable rules, on written submissions. Each party bears its own attorneys’ fees and costs unless the arbitrator awards them under applicable law, and arbitration fees are allocated as provided by the JAMS rules, including any JAMS minimum standards for consumer arbitrations.

23.4 Class and representative action waiver. ARBITRATION AND ANY CARVED-OUT COURT PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING. If this waiver is found unenforceable as to a particular claim or request for relief, that claim or request will be severed and heard in a court of competent jurisdiction under Section 24, and all other claims will remain in arbitration.

23.5 Jury trial waiver. TO THE EXTENT ANY CLAIM PROCEEDS IN COURT RATHER THAN ARBITRATION, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY.

23.6 Carve-outs. This Section 23 does not require arbitration of: (a) a claim brought on an individual basis in a small-claims court that has jurisdiction over it; or (b) an action seeking a temporary restraining order, preliminary injunction, or other injunctive or equitable relief to prevent actual or threatened infringement, misappropriation, or violation of a party’s intellectual-property rights or breach of Section 19 (Confidentiality), which either party may bring in the courts identified in Section 24.

23.7 30-day right to opt out. Customer may opt out of this Section 23 by sending an email to [email protected] with the subject line “Arbitration Opt-Out” within 30 days after first accepting these Terms. The email must state Customer’s name, the organization name and account email address used with the Service, and a clear statement that Customer wishes to opt out of the arbitration agreement. An opt-out is effective on the date Customer sends that email, whether or not Marker replies, and Customer’s sent message is sufficient evidence of it. Marker will endeavor to confirm receipt by reply email as a courtesy; that confirmation is not a condition of the opt-out. Opting out affects only Section 23 — it does not affect any other provision of these Terms, and it will not affect Customer’s account, pricing, or access to the Service in any way. If Customer opts out, disputes will be resolved in the courts identified in Section 24, and Sections 23.4 and 23.5 continue to apply to the extent permitted by law.

23.8 Changes to this Section. If Marker materially changes this Section 23 after Customer accepts these Terms, Customer may reject the change by emailing [email protected] within 30 days after notice of the change, in which case the version of this Section 23 in effect immediately before the change will continue to govern disputes between the parties. Changes do not apply to disputes of which Marker had actual notice before the change took effect.

23.9 Time limit. To the extent permitted by law, any claim arising out of or relating to these Terms or the Service must be filed within one year after it accrues, or it is permanently barred. Section 23.1 tolls this period for the duration of the informal-resolution period.

23.10 Batch arbitration. If 25 or more demands for arbitration raising substantially similar claims are filed against the same party by or with the assistance or coordination of the same counsel or coordinated counsel, the parties will ask the administrator to administer them in staged batches of no more than 50 demands at a time. The administrator will appoint one arbitrator for each batch, who will determine that batch on a common schedule and issue a single award resolving it. All applicable limitations periods, including the period in Section 23.9, are tolled for demands awaiting a later batch. After the first batch is decided, the parties will participate in a single mediation session before a mediator the administrator appoints, in an attempt to resolve the remaining demands. This Section 23.10 is a procedural mechanism for administering individual claims; it does not create, permit, or consent to any class, collective, consolidated, or representative proceeding, and Section 23.4 continues to apply in full. If a court or arbitrator finds this Section 23.10 unenforceable, it is severed and the remainder of Section 23 continues in effect.

24. Governing Law and Venue

24.1 These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of California, excluding its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

24.2 For any claim not subject to arbitration — including claims carved out under Section 23.6, claims severed under Section 23.4, and all claims if Customer has opted out under Section 23.7 — the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco County, California, and waive any objection to that forum.

25. Export Control and Sanctions

25.1 The Service is subject to United States export-control and economic-sanctions laws, including the Export Administration Regulations and the regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control. Customer represents and warrants that it, its Authorized Users, and any entity controlling or controlled by it are not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions, and are not identified on any U.S. government restricted-party list, including the Specially Designated Nationals and Blocked Persons List, the Denied Persons List, or the Entity List.

25.2 Customer will not export, re-export, transfer, or make the Service or any Service Results available in violation of those laws, and will not use the Service for any prohibited end use, including any nuclear, chemical, biological weapons, or missile-technology end use.

26. U.S. Government End Users

26.1 The Service and Documentation are “commercial products,” consisting of “commercial computer software” and “commercial computer software documentation,” as those terms are used in 48 C.F.R. 2.101, 48 C.F.R. 12.212, and 48 C.F.R. 227.7202. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, U.S. Government end users acquire the Service and Documentation with only those rights set out in these Terms, and no other rights are granted. Any use, duplication, or disclosure by the U.S. Government is subject to the restrictions in these Terms.

27. Changes to These Terms

27.1 Marker may modify these Terms from time to time. For material changes, Marker will provide at least 30 days’ prior notice by email to the address on Customer’s account or by in-product notice, and will update the effective date above. Non-material changes take effect when posted.

27.2 Changes apply prospectively only and will not apply retroactively to any dispute of which Marker had notice before the change took effect. Continued use of the Service after a change takes effect constitutes acceptance of the modified Terms. If Customer does not accept a change, its remedy is to cancel under Section 8.1 before the change takes effect. Section 23.8 governs changes to the arbitration agreement.

28. Notices

28.1 To Marker. Legal notices to Marker, including notices of breach, dispute, indemnification, and arbitration opt-out, and all privacy requests, may be sent by email to [email protected]. Such a notice is effective on transmission, unless the sender receives a bounce or delivery-failure response, in which case it is effective when successfully re-sent. Marker’s acknowledgment is not a condition of any notice’s effectiveness. Customer may also send a legal notice by postal mail or courier; Marker will provide its current notice address on request at the email address above, and a notice sent to that address is effective on delivery.

28.2 To Customer. Marker may give notice by email to the address associated with Customer’s account or by in-product notice. Notice is effective when sent or posted. Customer is responsible for keeping its account email address current and for ensuring that notices from Marker are not filtered or blocked.

29. General

29.1 Assignment. Customer may not assign or transfer these Terms, in whole or in part, by operation of law or otherwise, without Marker’s prior written consent; any attempt to do so is void. Marker may assign these Terms without consent to an affiliate or in connection with a merger, reorganization, or sale of all or substantially all of its assets or equity. These Terms bind and benefit the parties’ permitted successors and assigns.

29.2 Force majeure. Neither party is liable for any delay or failure to perform (other than a payment obligation) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, governmental action, internet or telecommunications failures, carrier outages, and failures of third-party providers.

29.3 Independent contractors. The parties are independent contractors. These Terms create no partnership, franchise, joint venture, agency, fiduciary, or employment relationship.

29.4 Entire agreement; order of precedence. These Terms, together with the Privacy Policy and any Order Form, are the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements, proposals, and communications on that subject. In the event of conflict, an Order Form or enterprise agreement executed by both parties controls over these Terms as to its subject matter; otherwise these Terms control. Checkout is not an Order Form and does not vary these Terms: it is authoritative only as to the Plan, price, and included Credit allotment Customer selected, as Section 5.1 states. Any purchase order or vendor terms Customer issues are of no effect, and their terms are expressly rejected.

29.5 Severability and waiver. If any provision of these Terms is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions will remain in full force. A party’s failure to enforce any provision is not a waiver of its right to do so later, and no waiver is effective unless in writing.

29.6 No third-party beneficiaries. These Terms create no rights in any person other than the parties, except that Section 21.2 extends to the Marker parties named in it.

29.7 Publicity. Neither party may use the other’s name, logo, or trademarks in any public announcement, customer list, case study, or marketing material without the other party’s prior written consent.

29.8 Interpretation. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” These Terms will not be construed against the drafter.

29.9 Language. These Terms are written in English, and the English version controls over any translation.

29.10 Contact. Questions about these Terms may be sent to [email protected].