Terms of Service

These Terms of Service ("Terms") are a binding agreement between PMCollab ("PMCollab," "we," "us") and the customer that uses the Service. By accessing or using PMCollab ("the Service," defined in Section 2), you agree to these Terms. If you do not agree, do not use the Service.

"Customer" means the person or organization that holds the account or organization through which the Service is used. "Users" are the people the Customer registers, invites, or allows to use the Service under its account or organization, including organization and workspace administrators. "Participants" are people who join a workspace, interview, document set, or session by link without creating an account. "Customer Agents" means software or automated systems, including third-party AI agents, bots, and integrations, that the Customer, or a User authorized by the Customer, authorizes to access or use the Service on the Customer's behalf, including through APIs, MCP, agent accounts, or delegated access. Customer Agents are tools used by the Customer and are not separate parties to these Terms. Customer Agents do not include AI functionality provided by PMCollab as part of the Service. These Terms bind the Customer, and every User and Participant agrees to Sections 5, 12, 13, 14, 17, 18, and 20 by using the Service. Where these Terms say "you," they mean the Customer and, as the context requires, its Users and Participants.

"Order" means an order form, quote, checkout page, plan selection, or other ordering document, including an online plan purchase, that identifies the plan, seats, usage allowances, term, and fees for a subscription. "Enterprise Agreement" means a signed master subscription agreement, enterprise agreement, or similar written agreement between the Customer and PMCollab.

Order of precedence. If these documents conflict, the following order applies, from highest to lowest: (1) an Enterprise Agreement; (2) an Order; (3) these Terms; (4) the Acceptable Use Policy; (5) the Privacy Policy, except that the Privacy Policy controls as to how we handle personal information. A lower document never expands PMCollab's obligations under a higher one, and an Order can vary these Terms only where it says so expressly.

By using the Service you also agree to the Acceptable Use Policy (Section 5) and acknowledge the Privacy Policy (Section 11).

IMPORTANT NOTICE FOR CUSTOMERS IN THE UNITED STATES: SECTION 18 CONTAINS AN ARBITRATION AGREEMENT AND A CLASS-ACTION AND REPRESENTATIVE-ACTION WAIVER. UNLESS YOU OPT OUT WITHIN 30 DAYS AS DESCRIBED THERE, DISPUTES BETWEEN YOU AND PMCOLLAB WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT, AND YOU WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR A JURY TRIAL.

PMCollab is a product management platform for humans and AI agents. It helps teams gather customer and market signals, run collaborative sessions such as brainstorming, interviews, and prioritization, define use cases and specifications, and hand build-ready work to people and coding agents. The "Service" means every surface through which we provide it: the web application, the mobile and desktop applications, the Microsoft Teams and Microsoft 365 Copilot apps, the VS Code extension, the Claude Code plugins, the PMCollab MCP server, our APIs, and every agent, integration, sandbox, or export that the Service runs on your behalf.

Many features of the Service use artificial intelligence and may act autonomously once you enable them. Section 12 describes your responsibilities for those features.

Feature status. Certain features are identified as Preview or Experimental (together, "Pre-Release Features") and are provided for evaluation. They may be incomplete, may change, be limited, or be withdrawn without notice, may be subject to additional terms we present when you enable them, and are provided without the support commitments, service levels, warranties, or indemnities that otherwise apply to the Service. Do not rely on a Pre-Release Feature for a production-critical workload unless an Order or Enterprise Agreement says otherwise. Our liability for a Pre-Release Feature is limited to the fullest extent permitted by law.

We may modify the Service, add or remove features, and change the plans in which a feature is included, subject to any express commitments in an applicable Order or Enterprise Agreement and any rights you have under applicable law.

Accounts. To access certain features of the Service, you must register for an account. You must be at least 18 years old, or the age of majority where you live, to create an account. If you use the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms, and "you" includes that organization. You agree to provide accurate, current, and complete information during registration and to keep it up to date, and you are responsible for safeguarding your credentials and tokens and for notifying us promptly of any unauthorized use.

Organizations and administrators. Every account belongs to an organization. The organization that owns a workspace, product, or other resource controls that resource and the Customer Data in it. The organization's administrators may add, remove, and suspend Users and Participants; assign roles and permissions; grant or revoke access to workspaces and products; connect, configure, and disconnect integrations and agents; set organization policies such as model panels, source-control write controls, and telemetry content levels; export, archive, and delete workspaces and data; and transfer ownership of resources within the organization. If a User's account was created or provisioned by an organization, or the User joined through an organization invitation or single sign-on, that organization controls the User's access and may access, manage, and delete the Customer Data associated with that access.

User acknowledgment. Each User acknowledges that the organization's administrators can control, restrict, monitor, and remove their access, and can view and manage data they create in the organization's resources. Users who need to keep personal information separate from an organization should use a separate personal account.

Customer responsibility. The Customer is responsible for all use of the Service under its account and organization, including by its Users and Participants, by any agent, integration, token, plugin, or MCP client it registers or authorizes, and by any automated process it enables, as if the Customer had acted itself. The Customer will ensure that its Users and Participants comply with these Terms and the Acceptable Use Policy, is responsible for the accuracy, legality, and rights in the data it and its Users submit or connect, and will notify us promptly of any unauthorized use.

Customer Agents. The Customer is responsible for managing Customer Agents' access and permissions and ensuring their use complies with these Terms and the Acceptable Use Policy. Actions within the authority granted to Customer Agents, and fees payable under these Terms resulting from that use, are attributable to the Customer. Authorizing a Customer Agent does not replace any approval required by these Terms or the Service, or limit PMCollab's responsibility under these Terms for its own acts or omissions.

We may disable an account, token, agent, or integration where we reasonably believe it is being used in violation of these Terms, as described in Section 16.

Plans. Each organization holds one base plan: Pay As You Go ("PAYG"), Starter, Team, or Enterprise. Current prices, included Credits, people and workspace limits, and available add-ons for each plan are stated in the plan catalog shown in the Service or in your Order, and the organization's limits and add-ons are those of its plan or Order. Every User of the organization, including external collaborators, counts toward its people limit; Participants do not.

Purchases and term. PAYG is a one-time purchase and does not renew. Starter and Team are monthly subscriptions that begin on the date of the Order. Enterprise billing, term, and renewal follow its Order or Enterprise Agreement. Unless the Order says otherwise, a subscription renews automatically for successive periods of the same length at the then-current price unless either party gives notice of non-renewal before the renewal date, or the Customer cancels through the billing settings before the end of the current period. Cancellation takes effect at the end of the current period; fees already paid are not refunded for the remainder of the period.

Plan changes and add-ons. Before you confirm a change to a paid plan or the purchase of an add-on, the Service shows the applicable charges, including any proration. We will not change an organization's plan without that confirmation; when an organization reaches its people limit, adding another person requires an upgrade that an administrator confirms.

Payment. Online purchases are processed by Paddle.com Inc. or its affiliates ("Paddle"), which acts as merchant of record and the seller of the purchase to you. Paddle's checkout terms, available at the point of purchase, govern the payment transaction, invoices, and payment-method handling. By placing an Order you authorize Paddle, or PMCollab where PMCollab invoices directly, to charge your payment method for the fees stated in the Order and any renewals. Enterprise invoices are due within 30 days of the invoice date unless the Order states otherwise.

Taxes. Fees exclude taxes. You are responsible for all sales, use, value-added, goods and services, withholding, and similar taxes on your purchase, other than taxes on PMCollab's income. Where Paddle is merchant of record, Paddle calculates and collects applicable taxes at checkout.

Credits. Credits are the organization's shared balance for metered consumption of the Service, including AI model calls, voice, speech, image generation, scans, sandboxes, and agent compute. Plans, add-ons, and purchases add Credits to the organization's balance as stated in the plan catalog or your Order. Included and purchased Credits roll forward; promotional and other special grants may expire as disclosed when they are granted. Credits have no cash value. Use of your own model-provider credentials may still consume Credits for the platform services involved, in addition to any charges from that provider.

Credit limits. When the organization's Credits are exhausted, metered work may continue only within the limited negative-balance allowance shown in the Service or your Order, after which we suspend further metered work until Credits are added. We do not purchase Credits or bill for overage on your behalf automatically. A negative balance is repaid from the next Credits added to the organization.

Workspace-upgrade packs. Workspace-upgrade credit packs are no longer offered. Packs purchased before they were withdrawn remain redeemable under the redemption and expiry terms stated when they were purchased.

Price changes. We may change prices for a plan on renewal by giving at least 30 days' notice before the renewal date; a price stated in an Order is fixed for that Order's term. If you do not accept a price change you may cancel before it takes effect.

Failed payments and disputes. If a payment fails, we will notify you and allow a grace period of at least 7 days to update your payment method, after which we may suspend paid features or the account until payment is made. You must raise a good-faith dispute about an invoice within 30 days of its date, stating the reason; undisputed amounts remain due. A chargeback raised without first contacting us may result in suspension.

Refunds. Except as required by law, stated in an Order, or provided in Section 16 or Section 19, fees are non-refundable, and we do not provide refunds or credits for partial periods, unused people or workspace allowances, unused Credits, or downgrades. Where a refund is given on an online purchase, it is processed by Paddle.

Unlicensed organizations. An organization that does not hold a plan can still read its existing content, subject to the features its entitlements allow, but cannot create workspaces, invite people, or spend Credits until it holds a plan. Workspaces on a PAYG plan may be archived after inactivity under the policy disclosed in the Service.

Your use of the Service must comply with our Acceptable Use Policy, available at /acceptable-use, which is incorporated into these Terms by reference. The Acceptable Use Policy sets out the content and conduct that are prohibited on the Service, your responsibilities for AI-generated output and for the autonomous agents you enable, and your obligations when you connect third-party systems, bring your own model-provider credentials, invite participants, or publish content.

A violation of the Acceptable Use Policy is a violation of these Terms. We may take the enforcement actions described in that Policy and in Section 16.

Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable right, while your applicable plan or Order permits access, to access the Service through our documented APIs, the PMCollab MCP server, and our plugins (together, the "Programmatic Interfaces"), solely to use the Service for your own internal purposes and for the purposes described in the documentation. Access to the Programmatic Interfaces is authorized through the personal access tokens and OAuth authorizations the Service issues; these are access mechanisms, not Programmatic Interfaces.

Limits. We may set and change rate limits, quotas, concurrency caps, payload sizes, and scopes for the Programmatic Interfaces, and may throttle, queue, or reject requests that exceed them. We may monitor use of the Programmatic Interfaces to ensure quality, compliance, and security.

Changes and deprecation. We may modify the Programmatic Interfaces, including by adding, changing, or removing endpoints, tools, schemas, and scopes. We will use reasonable efforts to give advance notice, through the documentation or the Service, before removing or making a backward-incompatible change to an interface not identified as Preview or Experimental, except where security, legal compliance, or a third-party dependency requires an immediate change. Pre-Release interfaces may change without notice.

Credentials, permissions, and principals. Programmatic access uses credentials associated with an authorized User, Customer Agent, or other principal acting for the Customer. Grants define the permissions assigned to that principal. The Customer is responsible for managing those permissions and protecting access credentials from unauthorized use, subject to the Customer Agents provisions. We may revoke or expire any token, grant, or agent registration, and may suspend or restrict programmatic access, without liability, where we reasonably believe it is compromised, abusive, in breach of these Terms or the Acceptable Use Policy, or a risk to the Service or other customers. Where practicable we will notify you and work with you to restore access.

Third-party clients. Where you reach the Service through a third-party client or host, such as an AI assistant, a code editor, or a Microsoft 365 or Teams environment, that client's terms govern your use of the client, and we are not responsible for how it stores, displays, or forwards data it obtains from the Service.

The Service works with products and services that are not operated by us ("Third-Party Services"). "Customer-Connected Services" are Third-Party Services you connect through an account you or your organization control, such as source-control hosts, work-tracking and support tools, messaging and meeting platforms, calendars, CRMs, knowledge bases, low-code platforms, app builders, and AI model providers whose credentials you bring ("BYOK"). A Customer-Connected Service is connected at your direction and under your authorization. You grant us the delegated access needed to read from and, where you allow it, write to it on your behalf, and you represent that you have the right to grant that access.

Your use of a Customer-Connected Service is governed by your separate agreement with its provider, including its terms and privacy policy, not by these Terms. We are not responsible for the availability, functionality, security, accuracy, or changes of any Customer-Connected Service, for its acts or omissions, for data it returns, or for any loss caused by it, including a change to its APIs or terms that limits or ends an integration. We may suspend or discontinue an integration if a Customer-Connected Service changes in a way that makes it impractical, unlawful, or unsafe to continue.

Providers for built-in features. Built-in features of the Service may use Third-Party Services that PMCollab contracts with, including AI model providers and sandboxes, without a separate connection by you. PMCollab's obligations under these Terms and any applicable data-processing agreement continue to apply to Customer Data those providers process for PMCollab.

Writes to connected systems. When the Service writes to a Customer-Connected Service on your behalf, including committing code, opening or merging pull requests, posting comments, creating issues, booking meetings, sending messages, or deploying an application, it acts within the permissions and instructions you or your organization provide, including configured automated workflows. You are responsible for reviewing and for the consequences of those writes, and for configuring the write controls the Service provides.

AI model providers. AI features are provided through model providers selected by the model panel in effect for your organization. Where PMCollab supplies the provider credentials, the provider processes Input and Output under PMCollab's agreement with that provider, and you do not need a separate provider account or agreement for those calls. Where you bring your own provider credentials, that provider's agreement with you governs those calls, including its pricing and data-handling practices, and PMCollab is not a party to it. The provisions of this Section on Customer-Connected Services apply to a model provider only where you hold the account with it.

Definitions. "Customer Data" means all data, content, and materials that the Customer, its Users, or its Participants submit to the Service or that the Service imports from a Third-Party Service at the Customer's direction, including documents, source code, transcripts, tickets, messages, and personal information. "Input" means the Customer Data, prompts, instructions, and other material that the Customer or the Service provides to an AI feature. "Output" means the content and actions an AI feature generates or takes in response to Input, including specifications, code, documents, images, speech, research, reviews, recommendations, and proposed changes to connected systems.

Ownership. As between the parties, the Customer owns all Customer Data and Input. To the extent permitted by law, PMCollab assigns to the Customer all of PMCollab's right, title, and interest in Output generated for the Customer, and the Customer owns that Output. Output may not be unique: because AI models generate similar responses to similar Input, the same or similar Output may be generated for other customers, and the Customer's rights in its Output do not extend to Output generated for others. Output may also contain or reflect third-party material, and the Customer is responsible for confirming it has the rights it needs before using Output.

License to PMCollab. The Customer grants PMCollab a worldwide, non-exclusive, royalty-free license to host, store, copy, process, transmit, display, modify, and create derivative works of Customer Data, Input, and Output solely as necessary to provide, secure, support, and maintain the Service for the Customer, to comply with law, and as the Customer otherwise instructs. The license ends as to any Customer Data, Input, or Output when that material is deleted under Section 16, subject to the retention exceptions that Section permits.

Use for training and improvement. PMCollab does not use Customer Data, Input, or Output to train or fine-tune artificial-intelligence models that are made available to other customers or to the public. Model providers process Input and Output under PMCollab's agreement with the provider or, where the Customer brings its own credentials, under the Customer's agreement with the provider; the providers available on the platform are listed at /subprocessors. PMCollab may use Customer Data, Input, and Output to operate and improve the Service for the Customer, including for quality evaluation, debugging, support, security, and abuse prevention, subject to the Privacy Policy and the telemetry content level the organization selects. Where the Customer brings its own model-provider credentials, that provider's terms govern that provider's use of the Input and Output. Any other use requires the Customer's written consent.

PMCollab intellectual property. The Service, including its software, models of operation, prompts, agent designs, evaluation data, documentation, templates, and all improvements, is and remains the property of PMCollab and its licensors and is protected by intellectual-property laws. Licensed components shipped with the Service remain the property of their licensors. Except for the rights expressly granted in these Terms, no license or right is granted by implication, estoppel, or otherwise. Our names, logos, and trademarks may not be used without our prior written consent.

Aggregated data. PMCollab may create de-identified and aggregated information from the operation of the Service, such as feature usage statistics, performance metrics, and AI-quality measurements, in a form that does not identify the Customer, a User, a Participant, or Customer Data. PMCollab may use and share that information for analytics, security, research, benchmarking, and improving the Service, subject to applicable law, and will maintain it in de-identified form and not attempt to re-identify it except to test its de-identification.

If you provide suggestions, ideas, enhancement requests, or other feedback about the Service ("Feedback"), you grant PMCollab a perpetual, irrevocable, worldwide, royalty-free license to use, disclose, and incorporate the Feedback for any purpose without restriction, attribution, or compensation. Feedback is provided voluntarily and is not Confidential Information or Customer Data. Nothing in this Section grants PMCollab any right in your Customer Data, Input, or Output.

"Confidential Information" means non-public information that one party (the "Discloser") makes available to the other (the "Recipient") in connection with the Service that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances. The Customer's Confidential Information includes Customer Data, Input, and Output. PMCollab's Confidential Information includes the non-public features, prompts, agent designs, pricing, security information, and roadmap of the Service. Confidential Information excludes information that the Recipient can show (a) was publicly available without breach of these Terms, (b) was known to the Recipient without restriction before receipt, (c) was independently developed without use of the Discloser's Confidential Information, or (d) was rightfully received from a third party without restriction.

The Recipient will use the Discloser's Confidential Information only to perform its obligations and exercise its rights under these Terms, will protect it with at least the care it uses for its own confidential information of similar sensitivity and no less than reasonable care, and will disclose it only to its employees, contractors, affiliates, and service providers who need to know it and are bound by obligations at least as protective as this Section. PMCollab's service providers for this purpose include the hosting, model, and other providers described in the Privacy Policy.

The Recipient may disclose Confidential Information to the extent required by law, regulation, or court order, provided that, where legally permitted, it gives the Discloser prompt notice and reasonable cooperation so the Discloser may seek a protective order, and discloses only what is required.

These obligations continue for three years after the end of the Customer's subscription, and indefinitely for trade secrets and for Customer Data for as long as PMCollab retains it. Each party acknowledges that a breach of this Section may cause irreparable harm for which damages are an inadequate remedy and that the other party may seek injunctive relief under Section 18(d) in addition to any other remedy.

Our Privacy Policy, incorporated into these Terms by reference, describes how we collect, use, share, and retain personal information. Disputes relating to the Privacy Policy are governed by Sections 17 and 18.

For personal information contained in Customer Data that the Customer or its Users submit or connect, the Customer is the controller (or the equivalent under applicable law) and PMCollab processes it as the Customer's processor on the Customer's documented instructions, which include these Terms, the settings the Customer configures, and the features it uses. The Customer is responsible for having a lawful basis to collect and share that personal information, for providing any required notices to and obtaining any required consents from the people it relates to, including Participants and the people in imported content, and for not submitting data it is prohibited from submitting under the Acceptable Use Policy. Where applicable data-protection law requires a data-processing agreement, PMCollab's data-processing agreement, when made available, or the one in an Enterprise Agreement, applies and forms part of these Terms.

We implement administrative, technical, and physical safeguards designed to protect Customer Data, as described in the Privacy Policy and our security documentation, but we cannot guarantee absolute security. We will notify the Customer without undue delay after becoming aware of a confirmed breach of security leading to the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of or access to Customer Data in our possession.

AI features generate Output and take actions using artificial-intelligence models provided by third parties and selected by the model panel in effect for your organization. Some AI features act autonomously and continuously once enabled, including by reading connected systems, running scheduled sweeps, and writing to connected systems within the controls you configure.

Your responsibilities. You are responsible for reviewing Output before relying on it, acting on it, publishing it, shipping it, or presenting it to others; for configuring and supervising autonomous features, including source-control write controls, approval gates, model panels, and telemetry content levels, so that they act within the authority you intend; for the consequences of actions an agent takes on your behalf within those controls; and for complying with the AI-specific rules in the Acceptable Use Policy, including the rules on prohibited practices, high-risk uses, and disclosure to the people affected by your use.

Output is not advice. Output is generated by statistical models and is not legal, financial, medical, security, engineering, or other professional advice, and does not create a professional relationship. Generated code and configuration must be reviewed and tested before use in production.

Models and providers change. Model providers, models, and model behavior may change over time, and Output for the same Input may differ between versions. We may change the models and providers behind a slot, subject to the organization's model-panel configuration.

THE SERVICE, THE PROGRAMMATIC INTERFACES, AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE, OR COMPLETELY SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS. YOU USE THE SERVICE AT YOUR OWN RISK.

AI OUTPUT. WITHOUT LIMITING THE ABOVE, WE DO NOT WARRANT THAT OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, FREE OF BIAS, FIT FOR ANY PURPOSE, NON-INFRINGING, OR UNIQUE, OR THAT AN AUTONOMOUS FEATURE WILL TAKE, OR REFRAIN FROM TAKING, ANY PARTICULAR ACTION. OUTPUT MAY BE INACCURATE, INCOMPLETE, OR MISLEADING, MAY NOT REFLECT CURRENT EVENTS, AND MAY CONTAIN MATERIAL THAT IS OFFENSIVE OR THAT INFRINGES THIRD-PARTY RIGHTS. YOU ARE RESPONSIBLE FOR EVALUATING OUTPUT AND FOR SUPERVISING AUTONOMOUS ACTIONS TAKEN ON YOUR BEHALF.

THIRD-PARTY SERVICES AND PRE-RELEASE FEATURES ARE PROVIDED WITHOUT ANY WARRANTY, SUPPORT, OR SERVICE-LEVEL COMMITMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR USE, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PMCOLLAB'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO PMCOLLAB OR ITS MERCHANT OF RECORD FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

ENHANCED CAP. FOR (A) THE CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15, (B) A PARTY'S BREACH OF SECTION 10, AND (C) PMCOLLAB'S BREACH OF ITS DATA-PROTECTION AND SECURITY OBLIGATIONS UNDER SECTION 11, THE CAP IN THE PRECEDING PARAGRAPH IS REPLACED BY A CAP EQUAL TO THREE (3) TIMES THE AMOUNT THE CUSTOMER PAID TO PMCOLLAB OR ITS MERCHANT OF RECORD FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, AND THE EXCLUSION OF INDIRECT AND CONSEQUENTIAL DAMAGES DOES NOT APPLY TO AMOUNTS PAYABLE TO A THIRD PARTY UNDER AN INDEMNITY.

ANY DEFENSE OR INDEMNIFICATION OBLIGATION OF PMCOLLAB UNDER A SIGNED ENTERPRISE AGREEMENT, INCLUDING DEFENSE COSTS, SETTLEMENTS, AND DAMAGES, IS SUBJECT TO THE LIABILITY CAP STATED IN THAT AGREEMENT OR, IF IT STATES NONE, TO THE CAP IN THIS SECTION THAT APPLIES TO PMCOLLAB'S OTHER LIABILITY.

NOTHING IN THIS SECTION LIMITS A PARTY'S LIABILITY FOR ITS FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, THE CUSTOMER'S OBLIGATION TO PAY FEES, OR ANY LIABILITY THAT CANNOT BE LIMITED BY LAW. THE PARTIES AGREE THAT THESE LIMITS ARE AN ESSENTIAL BASIS OF THE BARGAIN AND APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

By the Customer. The Customer will defend, indemnify, and hold harmless PMCollab and its affiliates, officers, directors, employees, and agents from and against any third-party claim, and the resulting liabilities, damages, settlements, fines, costs, and reasonable attorneys' fees, arising out of or relating to: (a) Customer Data, Input, or the Customer's use of Output, including any claim that they infringe, misappropriate, or violate a third party's intellectual-property, privacy, publicity, or other rights, or violate law; (b) the Customer's or its Users' or Participants' use of the Service in violation of these Terms, the Acceptable Use Policy, or applicable law; (c) a Third-Party Service the Customer connects, including writes made to it on the Customer's instruction and the Customer's lack of authority to connect it; (d) an action taken by an agent, integration, or automated process the Customer enabled; (e) the Customer's collection, recording, or processing of personal information, including from Participants and the people in imported content; and (f) any dispute between the Customer and its Users, Participants, customers, or other third parties.

By PMCollab. PMCollab provides defense or indemnification obligations only where expressly agreed in a signed Enterprise Agreement, and solely on the terms stated in that agreement.

Procedure. This procedure applies to the indemnities in this Section; an indemnity in a signed Enterprise Agreement follows the procedure stated in that agreement. The indemnified party will give the indemnifying party prompt written notice of the claim, sole control of its defense and settlement (except that a settlement may not impose an obligation on, or admit fault by, the indemnified party without its written consent, not to be unreasonably withheld), and reasonable cooperation at the indemnifying party's expense. The indemnified party may participate with its own counsel at its own expense.

Term. These Terms apply from the time you first use the Service and continue while you hold an account or an active subscription. A paid subscription continues for its subscription period and renews as described in Section 4.

Termination by the Customer. The Customer may cancel a subscription as described in Section 4 and may close its account at any time through the Service or by contacting us. Termination for cause: either party may terminate these Terms or an Order if the other party materially breaches them and does not cure the breach within 30 days after written notice, in which case, if PMCollab is the party in breach, PMCollab will refund any prepaid fees covering the remainder of the terminated term.

Suspension and termination by PMCollab. We may suspend or terminate an account, organization, token, agent, integration, or access to the Service if you breach these Terms or the Acceptable Use Policy, if required by law, if continued access would create a risk to the Service, other customers, or any person, or if fees owed are not paid as described in Section 4. Where the breach is a violation of the Acceptable Use Policy, we will follow the enforcement process described in that Policy, which lets us act without prior notice where the violation threatens people, other customers, or the Service. Where practicable we will limit a suspension to the affected feature, User, or integration and lift it when the cause is resolved. We may also discontinue the Service, or a plan tier, on at least 60 days' notice, in which case we will refund any prepaid fees for the period after discontinuation.

Expiry or cancellation of a subscription. When a subscription expires or its cancellation takes effect, the paid entitlements it provided end and, unless the organization holds another plan, the organization becomes an Unlicensed organization subject to the restrictions in Section 4. Ending a subscription does not by itself terminate the account or these Terms, delete Customer Data, or start the Export Period. Features, integrations, credentials, and automated work continue only to the extent the organization's remaining entitlements allow, and we may still suspend access for the security reasons described above.

Effect of termination. When the Customer's account is closed or these Terms are terminated, your right to use the Service ends, except for the export access described below; tokens and grants are revoked, autonomous features stop, and integrations are disconnected. Fees accrued before termination remain payable.

Data export. While its account is active, the Customer may export its workspace and product data using the export features available to it. For 30 days after the Customer's account is closed or these Terms are terminated (the "Export Period"), on written request, we will make the Customer's Customer Data available for export in the format the Service supports, unless the termination was for a violation of the Acceptable Use Policy that makes continued access unsafe, or the law prohibits it. During the Export Period the account is placed in a read-only state and no new work is performed.

Deletion. After the Export Period, or earlier if the Customer requests deletion, we will delete or de-identify the Customer Data in our active systems within 90 days, and in backups in the ordinary course of backup rotation thereafter, except that we may retain (a) Customer Data we are required to keep by law or a legal hold, (b) usage, billing, audit, and security records that are not Customer Data, (c) aggregated data under Section 8, and (d) Customer Data in telemetry retained for the periods stated in the Privacy Policy. Retained data remains subject to Section 10. Separately, workspaces may be archived or deleted after inactivity under the inactivity and retention policy disclosed in the Service and the Privacy Policy.

Administrator deletion and User removal. When an organization administrator deletes a workspace, product, or organization, the associated Customer Data is scheduled for deletion according to the retention periods stated in the Service and the Privacy Policy. Removing a User revokes that User's access; it does not delete Customer Data the User created in workspaces or products the organization owns, which remains under the organization's control. A workspace deletion can be reversed only during the pending period the Service shows at the time of deletion. PMCollab is not responsible for Customer Data an administrator deletes.

Survival. Sections 1, 4 (as to fees owed), 8, 9, 10, 13, 14, 15, 16 (as to export and deletion), 17, 18, and 20 survive termination, together with any other provision that by its nature should survive.

These Terms, the Acceptable Use Policy, the Privacy Policy, and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Colorado, United States, without regard to its conflict-of-law rules. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of the arbitration agreement in Section 18. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Subject to Section 18, any dispute that is not subject to arbitration (including disputes with customers outside the United States, disputes brought by a party that has validly opted out of arbitration, claims carved out of arbitration by Section 18(d), and any proceeding to compel arbitration or to confirm, modify, or vacate an arbitration award) will be brought exclusively in the state or federal courts located in El Paso County, Colorado. You and PMCollab consent to the personal jurisdiction of, and venue in, those courts, and waive any objection based on inconvenient forum.

TO THE EXTENT PERMITTED BY LAW, YOU AND PMCOLLAB EACH WAIVE THE RIGHT TO A JURY TRIAL IN ANY PROCEEDING THAT TAKES PLACE IN COURT.

This Section 18 applies if you reside in, are organized under the laws of, or have your principal place of business in the United States ("U.S. Customers"). If you are not a U.S. Customer, this Section 18 does not apply and disputes are resolved under Section 17.

(a) Covered Disputes. Except as provided in Sections 18(c) and 18(d), you and PMCollab agree that every dispute, claim, or controversy between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, that arises out of or relates in any way to these Terms, the Acceptable Use Policy, the Privacy Policy, an Order, the Service, any AI feature, agent, model, integration, plugin, MCP server, export, or Output of the Service, any action taken by an agent on your behalf, our marketing or communications, or the relationship between us (a "Dispute") will be resolved by binding individual arbitration as set out in this Section. This includes Disputes that arose before you accepted these Terms and Disputes about the scope, validity, or enforceability of this Section, which are delegated to the arbitrator, except that a court decides whether the class-action waiver in Section 18(g) is enforceable.

(b) Informal Resolution First. Before either party begins arbitration, the party raising the Dispute must send the other a written Notice of Dispute that includes the claimant's name, the email address associated with the claimant's account (or, for a Participant, the email address used to join), a description of the Dispute, and the relief sought. Notice to PMCollab goes to the email and mailing address in Section 21, marked "Attention: Legal, Notice of Dispute"; notice to you goes to the email address on your account. For 30 days after the notice is received, the parties will attempt in good faith to resolve the Dispute, including by at least one telephone or video conference between you (and your counsel, if any) and a PMCollab representative if either party requests it. Arbitration may not be started until that period has ended. Any statute of limitations is tolled during the informal-resolution period. A Notice of Dispute is personal to the party sending it; a notice sent on behalf of a group of people does not satisfy this requirement for any of them.

(c) Small Claims. Either party may bring an individual claim in small-claims court in the county of your residence or in El Paso County, Colorado, if the claim qualifies for that court and remains there as an individual claim.

(d) Court Relief for Certain Claims. Either party may bring an action in court under Section 17, without first going through Sections 18(a) or 18(b), to seek injunctive or other equitable relief for actual or threatened: infringement or misappropriation of intellectual property or trade secrets; breach of Section 10; unauthorized access to, or attacks on, the Service or its users; violation of the Acceptable Use Policy; or misuse of the Service, its AI features, or its agents that could cause irreparable harm. Seeking that relief does not waive the right to arbitrate any other Dispute.

(e) Opt-Out. You may reject this arbitration agreement by sending a written opt-out notice to the email or mailing address in Section 21, marked "Arbitration Opt-Out", within 30 days after the date you create your account or, for a Participant, the date you first use the Service (or, if you had an account before this Section was added, within 30 days after the "Last Modified" date above). The notice must include your name, the email address associated with your account or used to join, and a statement that you opt out of arbitration. Opting out does not affect any other provision of these Terms and does not affect any prior arbitration agreement you may have accepted. If you opt out, Disputes will be resolved in court under Section 17, and Section 18(g) still applies to the extent permitted by law.

(f) Administrator, Rules, and Procedure. Arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules if you are an individual using the Service for personal purposes, and otherwise under its Commercial Arbitration Rules, in each case as modified by this Section (the "AAA Rules"). The AAA Rules are available at adr.org. If the AAA is unavailable, the parties will agree on a substitute administrator, or a court under Section 17 will appoint one. A single neutral arbitrator decides the Dispute. The arbitrator may award the same individual relief a court could, must follow these Terms and applicable law, and will issue a written decision. Hearings will take place by videoconference unless the arbitrator finds an in-person hearing necessary, in which case it will occur in the county of your residence (for individuals) or in El Paso County, Colorado (for organizations), unless the parties agree otherwise. Judgment on the award may be entered in any court with jurisdiction. The parties will keep the existence, content, and result of an arbitration confidential except as needed to enforce an award or as required by law.

(g) Individual Arbitration; Class and Representative Action Waiver. YOU AND PMCOLLAB AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR OTHER REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims (except as provided in Section 18(h)), may not preside over any form of class or representative proceeding, and may award relief only in favor of and for the benefit of the individual party seeking it, and only to the extent necessary to provide relief warranted by that party's individual claim. If a court decides that this Section 18(g) is unenforceable as to a particular claim or request for relief, then that claim or request, and only that claim or request, will be severed from arbitration and decided in court under Section 17, after the arbitration of all remaining claims has concluded, and this Section 18(g) will remain in effect for everything else.

(h) Coordinated and Mass Arbitrations. If 25 or more Notices of Dispute or arbitration demands raising similar claims are brought by or with the assistance of the same law firm or coordinated group of counsel, or are otherwise coordinated, within a 90-day period (a "Mass Arbitration"), the following applies in addition to the AAA Rules, including the AAA Mass Arbitration Supplementary Rules where applicable: (1) the demands will be grouped into batches of no more than 50 claimants each (or the maximum the AAA permits), with claimants and PMCollab each proposing batch composition and the AAA resolving any disagreement; (2) each batch proceeds before a single arbitrator as one consolidated arbitration with one set of filing and administrative fees, and only the batch then in progress is subject to those fees; (3) the parties will select up to 10 claims per side from the first batch as bellwether cases to be resolved first, and after the bellwether awards the parties will engage in a single mediation of all remaining claims for at least 90 days before any further batch proceeds; (4) the statute of limitations and any fee deadlines are tolled for claims whose batch has not yet been called; and (5) a court under Section 17 may enforce this Section 18(h), including by enjoining the filing or prosecution of arbitrations outside this process. The parties agree that this staged process is the fair and efficient way to resolve a Mass Arbitration and that it does not deprive any claimant of an individual hearing.

(i) Fees and Costs. Payment of AAA filing, administrative, and arbitrator fees is governed by the AAA Rules, except as follows. If you are an individual using the Service for personal purposes and your claim seeks $10,000 or less, PMCollab will pay all AAA filing, administrative, and arbitrator fees other than an initial filing fee equal to what it would cost you to file the claim in the small-claims court of your county, unless the arbitrator finds that your claim was frivolous or brought for an improper purpose, in which case the AAA Rules govern fee allocation and you must reimburse PMCollab for fees it advanced. If you are an organization, each party bears its own share of AAA fees as the Commercial Arbitration Rules provide, and the arbitrator may reallocate fees in the award. Each party bears its own attorneys' fees and costs unless the arbitrator awards them under applicable law or the AAA Rules. Nothing in this Section prevents a party from seeking a fee waiver from the AAA, and if the AAA Rules provide for a lower fee to you than this Section, the lower fee applies.

(j) Enterprise Agreements and Orders. Under the order of precedence in Section 1, a dispute-resolution, governing-law, or venue provision in an Enterprise Agreement or Order governs Disputes within its scope and overrides this Section 18 and Section 17 to the extent they conflict.

(k) Changes to This Section. If PMCollab changes this Section 18 after you first accepted it, you may reject the change by sending written notice to the address in Section 21 within 30 days after the change takes effect. If you do, the most recent version of this Section that you accepted will govern; any other change to these Terms still applies. Changes to this Section do not apply to a Dispute for which a Notice of Dispute was sent before the change took effect.

(l) Severability and Survival. Except as stated in Section 18(g), if any part of this Section 18 is found unenforceable, the rest remains in effect. This Section survives termination of your account and of these Terms.

We may modify these Terms from time to time. We will provide notice of material changes by updating the "Last Modified" date at the top of this page and, for changes that materially reduce your rights or increase your obligations, by notifying registered account holders by email or in the Service at least 30 days before the change takes effect, except where a shorter period is required by law or to address a security or legal issue. A change to the fees or features of a paid subscription takes effect at the next renewal unless the Order says otherwise.

Your continued use of the Service after a change takes effect constitutes acceptance of the revised Terms. If you do not agree to a change, you may cancel your subscription and stop using the Service before it takes effect, and, where the change materially reduces the core functionality of a paid subscription during its term, you may terminate the affected Order and receive a refund of prepaid fees for the remainder of its term. Changes to the arbitration agreement are handled as described in Section 18(k).

Entire agreement. These Terms, together with the Acceptable Use Policy, the Privacy Policy, any Order, and any Enterprise Agreement, are the entire agreement between the parties about the Service and supersede all prior or contemporaneous proposals, agreements, and communications on that subject. No terms in a purchase order, vendor-onboarding form, or other Customer document apply, even if PMCollab signs or acknowledges it. Section 1 states the order of precedence.

Assignment. You may not assign or transfer these Terms or any Order, by operation of law or otherwise, without our prior written consent, except to a successor in a merger, acquisition, or sale of substantially all of your assets that is not a competitor of PMCollab and that assumes these Terms in writing. We may assign these Terms to an affiliate or to a successor in a merger, acquisition, reorganization, or sale of assets, and will notify you of any such assignment. Any other attempted assignment is void.

Force majeure. Neither party is liable for a failure or delay in performance (other than a payment obligation) caused by events beyond its reasonable control, including natural disaster, epidemic, war, terrorism, civil unrest, labor dispute, government action, failure of the internet or of a Third-Party Service or utility, or denial-of-service attack, provided that it uses reasonable efforts to mitigate the effect.

Notices. Notices to PMCollab must be sent to the email and mailing address in Section 21. Notices to you may be sent to the email address on your account, posted in the Service, or sent to the address in your Order, and are effective when sent or posted. Notices of dispute and arbitration opt-outs must follow Section 18.

Waiver and severability. A failure or delay in exercising a right is not a waiver of it, and a waiver must be in writing to be effective. If any provision of these Terms is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions remain in full effect, except as Section 18(g) provides for the class-action waiver.

Independent contractors; no third-party beneficiaries. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship. Except for the indemnified parties in Section 15, there are no third-party beneficiaries of these Terms, and Users and Participants have no rights against PMCollab under the Customer's subscription beyond those these Terms expressly give them.

Export and sanctions. You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions, and are not a person on a U.S. government restricted-party list, and you will comply with export-control and sanctions laws in your use of the Service.

U.S. government use. The Service is commercial computer software and documentation, and government users acquire only the rights set out in these Terms.

Construction. Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation." These Terms were drafted in English, and the English version controls over any translation. No rule of construction against the drafter applies.

Electronic agreement. You agree that an electronic acceptance, including clicking to accept, creating an account, placing an Order, or continuing to use the Service after notice of a change, is a valid signature and that these Terms may be kept and enforced in electronic form.

If you have any questions about these Terms, or to send a notice under them, please contact us at:

Email: support@updates.pmcollab.ai

Mailing Address: 2301 E Pikes Peak Ave Ste 317, Colorado Springs, CO 80909 (El Paso County, Colorado)