subscription terms

Last Updated: May 7, 2026

These Subscription Terms ("Agreement") govern the relationship between Indigo Engineering, LLC ("Indigo") and any entity or individual that accepts this Agreement, creates an account, accesses or uses the Products, or enters into an Order Form referencing this Agreement ("Customer").

By clicking to accept this Agreement, creating an account, accessing or using the Products, or entering into an Order Form that incorporates this Agreement by reference, Customer represents that it has authority to bind the organization on whose behalf it is acting and agrees to be bound by this Agreement. If the individual accepting this Agreement does not have such authority, that individual must not accept this Agreement or access or use the Products.

1. Definitions
   1. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
   2. "Authorized Users" means the individuals authorized by Customer to access and use the Products under Customer's account or as set forth in an Order Form. Different types of Authorized Users may have different access permissions, usage limits, and fees as set forth in the applicable Order Form.
   3. "Customer Data" means any data, content, or information uploaded, entered, transmitted, imported, or otherwise provided by or on behalf of Customer to any Product, including contact lists, interaction records, survey responses, notes, tags, custom fields, and Customer-provided voter, supporter, donor, member, volunteer, or outreach data.
   4. "Confidential Information" means all confidential, non-public, or proprietary information and materials provided or made available by a disclosing Party that a reasonable person knowledgeable in the disclosing Party's industry would recognize to be confidential.
   5. "Documentation" means the user guides, technical documentation, and other materials describing the features, functionality, and operation of the Products.
   6. "Upstream Data Provider" means any third party from whom Indigo licenses or obtains data, models, scores, or related services that are incorporated into or used with Upstream Data, Licensed Data, or Products.
   7. "Upstream Data Provider Terms" means any agreement, policy, terms of use, restrictions, or written instructions from an Upstream Data Provider governing data, models, scores, or related services sourced from or provided by such Upstream Data Provider, whether applicable to Indigo, Customer, or both. "Upstream Data" means models, scores, outputs, data appends, reports, audience segments, identifiers, database elements, or other data, content, or information sourced from, licensed from, derived from, or provided through an Upstream Data Provider, including any copies, extracts, exports, updates, modifications, enhancements, combinations, and derivatives thereof.
   8. "Licensed Data" means any data, information, voter file records, registration information, vote history, demographic information, phone numbers, scores, models, analyses, model outputs, data appends, Upstream Data, or other content owned by or licensed to Indigo and made available to Customer through the Products or pursuant to an Order Form.
   9. "Order Form" means any ordering document, online order, checkout flow or other ordering process accepted by Indigo that identifies the Products, fees, Subscription Term, usage limits, or other transaction-specific terms applicable to Customer's subscription or purchase.
   10. "Platform" means any Indigo software platform made available to Customer, including Matchbook, Stacks, and Matter, together with any updates, modifications, or enhancements thereto.
   11. "Products" means, collectively, the Platform, Licensed Data, Upstream Data, data append services, models, scores, integrations, support services, professional services, and any related services made available to Customer under this Agreement or an Order Form.
   12. "Indigo IP" means all concepts, processes, approaches, methodologies, know-how, models, tools, data, the Platform, and all intellectual property rights therein that are owned by or licensed to Indigo.
   13. "Subscription Term" means the subscription period or access period specified in an Order Form or, if no period is specified, the period during which Customer is authorized by Indigo to access or use the applicable Products.
2. Products and Ordering
   1. Orders. Customer may purchase or access Products through one or more Order Forms. An Order Form may be accepted by Indigo through a signed ordering document, an online checkout or in-product ordering flow, a purchase order accepted by Indigo, or another ordering process made available or accepted by Indigo. Products will only be provided pursuant to an Order Form accepted by Indigo, and each Order Form incorporates this Agreement by reference.
   2. Order of Precedence. In the event of a conflict between the terms of this Agreement and any Order Form or Upstream Data Provider Terms, the following order of precedence shall apply: (a) the applicable Order Form; (b) this Agreement; and (c) any applicable Upstream Data Provider Terms, except that Indigo may suspend or terminate access to the extent required to comply with any Upstream Data Provider Terms.
   3. Upstream Data Provider Terms. Customer acknowledges that certain Licensed Data, models, scores, data append services, and related Product functionality may be subject to Upstream Data Provider Terms. Customer shall comply with all applicable Upstream Data Provider Terms made available to Customer, incorporated into an Order Form, presented through the Products, or required by the applicable Upstream Data Provider. Indigo may modify, suspend, or discontinue access to any Licensed Data or related functionality to comply with Upstream Data Provider Terms or changes in Indigo's upstream rights.
   4. Usage Limits. Customer's use of the Products is subject to the usage limits, account limits, data limits, Authorized User limits, and other restrictions identified in the applicable Order Form. If Customer exceeds any usage limit, Indigo may charge Customer for the excess usage at the rates set forth in the applicable Order Form or, if no rate is specified, Indigo's then-current rates. Indigo may monitor and verify Customer's usage of the Products, and Customer shall provide information reasonably requested by Indigo to confirm Customer's compliance with this Agreement.
   5. Third-Party Integrations. The Products may interoperate with third-party products or services, including marketing automation, communications, data, analytics, and orchestration tools. Indigo is not responsible for third-party products or services, Customer's use of third-party products or services, or any data transmitted to or from third-party products or services at Customer's direction. Customer authorizes Indigo to transmit Customer Data, Licensed Data, and related outputs to third-party products or services enabled by Customer or identified in an Order Form, solely as necessary to provide the Products.
   6. Data Protection Addendum. To the extent Indigo processes personal information on behalf of Customer in providing the Products, Indigo's Data Processing Addendum (found at indigo.engineering/dpa) is incorporated into this Agreement and applies to such processing.
   7. Beta Products. Indigo may make certain Products, features, models, scores, integrations, or functionality available on a beta, pilot, preview, evaluation, or pre-release basis. Customer may use Beta Products only for evaluation or pilot purposes and not for production use unless Indigo expressly authorizes production use in writing. Beta Products are provided as-is, may be modified or discontinued at any time, and are excluded from any warranties, service levels, support commitments, and indemnification obligations to the maximum extent permitted by applicable law.
   8. Support and Professional Services. Indigo will provide support services and any implementation, training, consulting, or other professional services as described in the applicable Order Form. Indigo owns all right, title, and interest in and to any configurations, templates, workflows, documentation, deliverables, know-how, methods, models, scores, software, and other work product created or provided in connection with such services, excluding Customer Data and Customer's pre-existing intellectual property. Customer's rights to any such work product are limited to the rights granted for the related Products under this Agreement.
3. Fees and Payment
   1. Fees. Customer shall pay Indigo the fees set forth in each Order Form, including subscription fees, one-time fees, usage-based fees, pay-as-you-go fees, data append fees, overage fees, and any other fees identified in the applicable Order Form ("Fees").
   2. Payment Terms. Unless otherwise specified in an Order Form, all invoices are due and payable within thirty (30) days of the invoice date. Customer must provide complete and accurate billing, contact, tax, and payment information and promptly update such information as necessary. All payments shall be made in U.S. dollars. Except as expressly set forth in an Order Form, payment obligations are non-cancelable and Fees are non-refundable.
   3. Late Payment. Any undisputed amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, plus Indigo's reasonable costs of collection. Indigo may suspend Customer's access to the Products if any undisputed payment remains outstanding for more than ten (10) days past the applicable due date and may condition future renewals or purchases on shorter payment terms, prepayment, or other commercially reasonable payment assurances.
   4. Taxes. All Fees are exclusive of any applicable sales, use, excise, value-added, gross receipts, withholding, or other taxes, duties, or governmental assessments. Customer shall be responsible for payment of all such taxes, excluding only taxes based on Indigo's net income. Indigo may calculate taxes based on the billing address, service address, usage location, or other information provided by Customer, and Customer is responsible for any taxes, penalties, or interest resulting from incomplete or inaccurate information provided by Customer.
4. Data Usage
   1. License to Customer Data. Customer hereby grants to Indigo a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, process, transmit, display, store, and create derivative works of Customer Data solely in connection with Indigo's provision, operation, support, security, and improvement of the Products, including matching Customer Data against Licensed Data, performing data append services, applying models and scores to Customer Data, generating model outputs, and creating derivative analytics. Indigo shall not use Customer Data for any purpose other than providing the Products to Customer, except in de-identified or aggregated form that does not identify Customer or any individual and is not reasonably capable of being re-identified.
   2. License to Licensed Data. Subject to the terms and conditions of this Agreement and any applicable Order Form or Upstream Data Provider Terms, Indigo grants Customer a limited, non-exclusive, non-sublicensable (except to Affiliates), non-transferable license during the applicable Subscription Term to access and use Licensed Data solely for Customer's internal political campaign, voter outreach, grassroots organizing, issue advocacy, civic engagement, member engagement, or other purposes expressly authorized in the applicable Order Form.
   3. Restrictions on Licensed Data and Products. Customer agrees that its use of Licensed Data and Products shall be subject to the following restrictions:
      1. Permitted Use. Customer shall use Licensed Data solely for lawful political campaign activities, voter registration and outreach, grassroots organizing, issue advocacy, civic engagement, member engagement, and such other purposes as are expressly authorized in the applicable Order Form and consistent with applicable law;
      2. Prohibition on Transfer. Customer shall not sell, rent, lease, lend, sublicense, disclose, disseminate, publish, export, scrape, display in a non-secured or publicly accessible manner, or otherwise transfer or make available Licensed Data to any third party, except as expressly authorized in writing by Indigo and, where applicable, the relevant Upstream Data Provider, or as required by applicable law;
      3. Prohibited Uses. Customer shall not use Licensed Data for any commercial purpose unrelated to political, civic, advocacy, or member engagement activity, and shall not combine Licensed Data with consumer credit information, medical or health records, financial account information, government-issued identification numbers, precise geolocation data, or any data sources prohibited by applicable law or the applicable Upstream Data Provider Terms. Customer shall not use Licensed Data to create or enhance any third-party file, list, directory, product, model, score, segment, look-alike segment, user profile, synthetic data field, attribution report, measurement report, generative artificial intelligence system, large language model, or similar product, service, or technology, except as expressly authorized in writing by Indigo;
      4. Security Obligations. Customer shall implement and maintain reasonable administrative, technical, and physical safeguards to protect the confidentiality, integrity, and security of Licensed Data and the Products, including access controls, credential management, prompt revocation of access for users who no longer require access, multi-factor authentication for systems that contain or can access Upstream Data, encryption at rest and in transit, and restrictions on removable media unless encrypted;
      5. Compliance with Law. Customer shall comply with all applicable federal, state, and local laws governing campaigns, elections, political activity, voter data, voter registration records, required voter-file certifications, outreach, telemarketing, texting, email, anti-spam, Do Not Call, automated calling, privacy, data protection, and the use, storage, and handling of personal information;
      6. Upstream Data Provider Compliance. Customer shall comply with all applicable Upstream Data Provider Terms;
      7. Return or Destruction. Upon termination or expiration of this Agreement or the applicable Order Form, Customer shall, within thirty (30) days, delete, destroy, or return to Indigo all Licensed Data in Customer's possession or control, including copies, extracts, exports, and derivatives, and shall certify such deletion or destruction in writing upon Indigo's request. Unless otherwise authorized in writing by Indigo, Customer shall delete and destroy Upstream Data no later than one (1) year after Customer's receipt of such Upstream Data; and
      8. Upstream Data Requirements. If Customer receives or accesses Upstream Data, Customer agrees to the following additional requirements:
         1. Approved Recipients. Customer may access and use Upstream Data only during the applicable Subscription Term, only within the United States and U.S. territories unless otherwise authorized by Indigo in writing, and only for the permitted uses identified in this Agreement and the applicable Order Form. Customer shall not provide Upstream Data to any Affiliate, contractor, agent, Authorized User acting outside Customer's organization, or other third party unless expressly authorized by Indigo and, where applicable, the relevant Upstream Data Provider. Customer shall ensure that each authorized recipient is bound by written obligations no less protective than this Agreement and any applicable Upstream Data Provider Terms, including audit rights, security obligations, use restrictions, termination rights, and deletion obligations. Customer remains fully responsible for all acts and omissions of its authorized recipients.
         2. Restricted Recipients and Purposes. Customer shall not provide Upstream Data, or any derivative work using Upstream Data, to or use Upstream Data on behalf of any person or entity prohibited by Indigo or an Upstream Data Provider, including any reseller, credit bureau, data compiler, people search company, background search company, or addressable television service provider. Customer shall not use Upstream Data for credit repair, payday lending, credit, insurance, employment, housing, healthcare, government benefits, or any purpose governed by the Fair Credit Reporting Act or similar law.
         3. Political, Election, and Public Communication Restrictions. Customer shall not use Upstream Data in violation of applicable campaign, election, voter registration, Federal Election Commission, or similar laws, rules, or guidance. Customer shall not refer to any Upstream Data Provider, data supplier, or selection criterion derived from or based on Upstream Data in any written or oral communication without Indigo's prior written approval. Customer is responsible for responding to public inquiries arising from Customer's use of Upstream Data. Any communication, advertisement, or outreach derived from Upstream Data must not reference selection criteria or presumed knowledge about the recipient.
         4. Consumer Requests and Complaints. Customer shall notify Indigo within five (5) days after receiving any request or complaint from an individual relating to Upstream Data or Customer's use or processing of Upstream Data, including requests to access, delete, or receive information about personal information, and shall provide Indigo a written copy of Customer's proposed response before responding where reasonably practicable.
         5. Security Incidents. Customer shall notify Indigo in writing within forty-eight (48) hours after discovering any actual or suspected unauthorized access to or use of Upstream Data, and shall promptly investigate, remediate, mitigate, and provide information reasonably requested by Indigo, including a description of the incident, affected data, affected individuals, and corrective actions. Customer shall bear reasonable costs incurred by Indigo or any Upstream Data Provider arising from Customer's security incident.
         6. Reporting, Audit, and Use Descriptions. Customer shall maintain complete and accurate records of its access to and use of Upstream Data and shall provide usage reports, records, use-case descriptions, security information, certifications, and other information reasonably requested by Indigo to verify compliance, calculate fees, respond to an Upstream Data Provider request, or satisfy Indigo's obligations to an Upstream Data Provider. Indigo or its designee may audit Customer's use of Upstream Data on reasonable notice, during normal business hours, no more than once annually unless Indigo has a good-faith basis to believe Customer is using Upstream Data in breach of this Agreement. Customer shall reasonably cooperate with any audit and promptly pay any underpaid fees identified through the audit, together with reasonable audit costs if the underpayment is material.
         7. Changes, Withdrawal, and Seed Data. Indigo may modify, substitute, withdraw, decline to provide, suspend, or terminate access to Upstream Data to comply with Upstream Data Provider requirements, data supplier requirements, applicable law, industry guidelines, public privacy concerns, prohibited-recipient restrictions, or changes in upstream rights. Customer shall not attempt to identify, remove, alter, or avoid seed data or other records included to detect unauthorized use or transmission.
   4. Aggregate Data. Indigo may collect, create, use, analyze, publish, and otherwise exploit de-identified or aggregated data derived from Customer Data and Customer's use of the Products for any lawful purpose, including operating, improving, and marketing the Products and publishing general statistics, provided that such data does not identify Customer or any individual and is not reasonably capable of being re-identified. Indigo shall own all right, title, and interest in and to such aggregate data.
   5. Feedback. If Customer provides Indigo with any ideas, feedback, or suggestions regarding the Products ("Feedback"), Customer hereby assigns to Indigo all right, title, and interest in and to such Feedback, and Indigo may freely use, reproduce, modify, and commercialize such Feedback without compensation or attribution to Customer.
   6. Sensitive Data. Customer shall not submit to the Products, or use the Products to process, any social security numbers, government-issued identification numbers, consumer financial account information, credit or payment card information, medical or health information, precise geolocation data, biometric data, information about minors, or information deemed sensitive under applicable law, unless expressly authorized in an Order Form or by Indigo in writing. Customer shall not submit Customer Data for use with Upstream Data if Customer knows that such Customer Data includes consumer data obtained from persons domiciled outside the United States, individuals under age seventeen (17) for voter registration records, or individuals under age eighteen (18) for other information. Customer acknowledges that such information is not required for the ordinary use of the Products.
5. Intellectual Property
   1. Indigo IP. As between the Parties, Indigo and its licensors own all right, title, and interest in and to the Products, Indigo IP, Licensed Data, usage data generated by the Products, and all intellectual property rights therein. Nothing in this Agreement transfers any ownership interest in Indigo IP or Licensed Data to Customer.
   2. Customer IP. As between the Parties, Customer owns all right, title, and interest in and to Customer Data and any intellectual property rights therein.
   3. Reservation of Rights. Indigo reserves all rights not expressly granted herein. No rights or licenses are granted by implication, estoppel, or otherwise, except as expressly set forth in this Agreement.
6. Confidentiality
   1. Confidential Information. Each Party acknowledges that it may receive or have access to information that is proprietary or confidential to the other Party. Confidential Information includes, without limitation, the terms and pricing of any Order Form, technical information, business plans, Customer Data, and, for Indigo, the features, functionality, content, performance, pricing, models, scores, data sources, Upstream Data Provider identities, data structures, application programming interfaces, Upstream Data, and roadmap of the Products.
   2. Obligations. Each Party agrees to: (a) maintain the confidentiality of the other Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose such Confidential Information to any third party without the prior written consent of the disclosing Party, except to employees and contractors who need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use such Confidential Information only for purposes of performing its obligations or exercising its rights under this Agreement.
   3. Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was known to the receiving Party prior to disclosure; (c) is lawfully disclosed to the receiving Party by a third party without restriction; or (d) is independently developed by the receiving Party without use of Confidential Information.
   4. Required Disclosure. A Party may disclose Confidential Information to the extent required by law or legal process, provided that the receiving Party (to the extent legally permitted) promptly provides notice to the disclosing Party so that the disclosing Party may seek a protective order.
7. Representations and Warranties
   1. Mutual Representations. Each Party represents and warrants that: (a) it has the full power and authority to enter into this Agreement; (b) the execution of this Agreement and performance of its obligations hereunder do not violate any other agreement to which it is a party; and (c) this Agreement constitutes a legal, valid, and binding obligation.
   2. Indigo Representations. Indigo represents and warrants that: (a) it will perform its obligations under this Agreement in a professional and workmanlike manner and in compliance with applicable laws; (b) it uses commercially reasonable administrative, technical, and physical security measures to safeguard and preserve the confidentiality of Customer Data; (c) subject to the applicable Order Form and any Upstream Data Provider Terms, Indigo has the right to make the Products available to Customer for the permitted uses set forth in this Agreement and the applicable Order Form; and (d) the Products, when delivered, will materially conform to the descriptions provided in the applicable Order Form. For clarity, Indigo does not warrant the accuracy, completeness, currency, availability, deliverability, match rate, performance, or results of any Upstream Data.
   3. Customer Representations. Customer represents and warrants that: (a) it has all necessary rights, title, interest, permissions, notices, opt-out records, and consents in and to Customer Data for its use in connection with the Products and Licensed Data; (b) it will not use the Products or Licensed Data in a manner that would violate any law, rule, or regulation, including those relating to discrimination, campaigns, elections, outreach, privacy, or data protection; (c) it will not use the Products or Licensed Data, for purposes of determining eligibility for employment, housing, credit, insurance, healthcare, or government benefits, or to make offers of credit or insurance; (d) it uses commercially reasonable administrative, technical, and physical security measures to safeguard Licensed Data; and (e) Customer Data does not violate any applicable law or infringe, misappropriate, or otherwise violate any third-party rights.
   4. Disclaimer. Except as expressly set forth in this Agreement, neither Party makes any warranties, express, implied, statutory, or otherwise, with respect to the subject matter of this Agreement, and each Party expressly disclaims the implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, and results of data, models, scores, outputs, or data appends. Indigo does not warrant that the Products will be uninterrupted or error-free, that any Licensed Data, Upstream Data, model, score, output, data append, or related analytics will be accurate, complete, current, available, deliverable, fit for Customer's intended purpose, or achieve any particular match rate, performance level, or result, or that Customer's use of the Products will achieve any particular result.
8. Indemnification
   1. By Indigo. Indigo shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any claim that the Products, when used by Customer as authorized under this Agreement, infringe a third party's intellectual property rights. Indigo shall have no obligation under this Section to the extent a claim arises from: (a) Customer Data; (b) Licensed Data, models, scores, outputs, data appends, or other data products sourced from an Upstream Data Provider; (c) Customer's use of the Products in breach of this Agreement or outside the Documentation; (d) modifications not made by Indigo; (e) combination with any product, service, data, or process not provided by Indigo; or (f) Beta Products.
   2. Customer Indemnification. Customer shall indemnify, defend, and hold harmless Indigo and its officers, directors, employees, agents, Affiliates, Upstream Data Providers, and their respective affiliates, successors, assigns, owners, shareholders, members, managers, officers, directors, employees, agents, and consultants from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's use of the Products, Licensed Data, models, scores, outputs, or data appends; (b) Customer's breach of this Agreement, any Order Form or Upstream Data Provider Terms; (c) Customer's violation of any applicable law or regulation; (d) any claim that Customer Data infringes, misappropriates, or otherwise violates any third-party intellectual property, privacy, publicity, or proprietary rights; (e) Customer's campaigns, communications, outreach, messaging, decisions, or actions taken using or informed by the Products or Licensed Data; or (f) any security incident, unauthorized disclosure, or unauthorized use involving Licensed Data caused by Customer, its Authorized Users, or any person or system acting through Customer's account or credentials.
   3. Indemnification Procedure. The indemnified Party must: (a) promptly notify the indemnifying Party in writing of any claim; (b) give the indemnifying Party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation at the indemnifying Party's expense. The indemnified Party may participate in the defense at its own expense. The indemnifying Party may not settle any claim in a manner that admits liability on behalf of, imposes non-monetary obligations on, or fails to provide a full release to the indemnified Party without the indemnified Party's prior written consent.
   4. IP Claim Remedies. If Indigo reasonably believes that the Products may infringe a third party's intellectual property rights, Indigo may, at its option and expense: (a) obtain a license for Customer to continue using the Products; (b) modify the Products to be non-infringing without materially reducing their functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the applicable Order Form and provide Customer with a pro-rata refund of prepaid Fees for the terminated Products. This Section states Indigo's sole liability and Customer's sole remedy for any claim of intellectual property infringement involving the Products.
9. Term and Termination
   1. Term. This Agreement is effective when Customer first accepts this Agreement, creates an account, accesses or uses the Products, or enters into an Order Form, and continues until terminated in accordance with this Section 9.
   2. Order Form Terms. Each Order Form shall specify its own Subscription Term. Unless otherwise specified in an Order Form, month-to-month subscriptions renew monthly until canceled in accordance with the applicable Order Form or Product process, and annual or other fixed-term subscriptions automatically renew for successive periods of equal length unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.
   3. Termination for Breach. Either Party may terminate this Agreement or any Order Form upon written notice if the other Party materially breaches any provision and fails to cure such breach within thirty (30) days after receiving written notice; provided that the cure period for Customer's breach of Section 4.5, nonpayment, or unauthorized use of the Products shall be ten (10) days.
   4. Suspension by Indigo. Indigo may suspend access to the Products immediately upon written notice if: (a) Customer breaches any of the data use restrictions set forth in Section 4.5; (b) Customer's use poses a security risk to the Products, Indigo, any Upstream Data Provider, or their users; (c) Indigo reasonably determines that continued performance would violate applicable law or Upstream Data Provider Terms; (d) Indigo's right to provide the applicable Licensed Data, model, score, data append service, or related functionality is suspended, restricted, or terminated; (e) Customer fails to provide usage reports, use-case descriptions, audit cooperation, certifications, or other information reasonably required for Indigo to satisfy its upstream obligations; or (f) Customer or any Authorized User uses the Products in a manner that may reasonably cause harm to Indigo, any Upstream Data Provider, or any third party.
   5. Effect of Termination. Upon termination or expiration of this Agreement or any Order Form: (a) all rights and licenses granted to Customer thereunder shall immediately terminate; (b) Customer shall immediately cease all use of the affected Products and Licensed Data; (c) Customer shall comply with the data deletion requirements set forth in Section 4.3.7; (d) Indigo shall make Customer Data available for export for a period of thirty (30) days following termination, except where prohibited by law, security risk, or Upstream Data Provider Terms, after which Indigo may delete such data in accordance with its data retention practices; and (e) all Fees accrued prior to termination shall remain due and payable. The provisions of Sections 1, 3, 4.3, 4.5, 4.6, 4.7, 5, 6, 7.4, 8, 9.5, 10, and 11 shall survive any termination or expiration of this Agreement.
10. Limitation of Liability
    1. Exclusion of Consequential Damages. To the maximum extent permitted by applicable law, in no event shall either Party be liable to the other Party for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation damages for lost profits, lost revenues, lost data, or business interruption, arising out of or related to this Agreement, regardless of the theory of liability and even if such Party has been advised of the possibility of such damages.
    2. Liability Cap — General Claims. Except as set forth in Sections 10.3 and 10.4, in no event shall either Party's total aggregate liability arising out of or related to this Agreement exceed the total Fees paid or payable by Customer for the affected Products under the applicable Order Form during the twelve (12) month period immediately preceding the event giving rise to such liability.
    3. Liability Cap — Indemnification and Confidentiality. With respect to claims arising under Section 6 (Confidentiality) or Section 8 (Indemnification), in no event shall either Party's total aggregate liability exceed the greater of (a) two times the total Fees paid or payable by Customer for the affected Products under the applicable Order Form during the twelve (12) month period immediately preceding the event giving rise to such liability, or (b) one hundred fifty thousand dollars ($100,000).
    4. Exclusions from Liability Caps. The limitations set forth in Sections 10.2 and 10.3 shall not apply to: (a) a Party's willful misconduct or gross negligence; (b) Customer's breach of Section 4.5 (Restrictions on Licensed Data and Products); or (c) Customer's payment obligations; (d) unauthorized use, access, disclosure, or transfer of Licensed Data.
    5. Allocation of Risk. Each Party acknowledges that the limitations of liability set forth in this Section 10 reflect the allocation of risk between the Parties under this Agreement and are an essential basis of the bargain between the Parties.
    6. Insurance for Upstream Data. If Customer receives Upstream Data, Customer shall, upon Indigo's request, maintain commercially reasonable insurance coverage during the applicable Subscription Term, including commercial general liability and cyber liability coverage with limits reasonably appropriate for Customer's use of Upstream Data and any minimum limits required by the applicable Order Form. Upon Indigo's request, Customer shall provide certificates of insurance or other reasonable evidence of coverage. Customer's insurance obligations do not limit Customer's indemnification, defense, security, payment, deletion, or other obligations under this Agreement.
11. General Terms
    1. Entire Agreement. This Agreement, together with all Order Forms, any applicable Data Processing Addendum, and any schedules or exhibits attached hereto or incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any preprinted terms on any Customer purchase order, vendor form, or other business form are rejected and shall have no force or effect, even if Indigo accepts or references such document for administrative convenience.
    2. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law.
    3. Dispute Resolution. Any dispute arising out of or relating to this Agreement shall first be subject to good faith negotiation between the Parties. If the Parties are unable to resolve the dispute within thirty (30) days, either Party may pursue its legal remedies in accordance with Section 11.4. Nothing in this Section limits either Party's right to seek equitable or injunctive relief for actual or threatened misuse of the Products, Licensed Data, Confidential Information, or intellectual property.
    4. Jurisdiction. The Parties agree that the state and federal courts located in Delaware shall have exclusive jurisdiction and venue for any dispute arising under this Agreement, and the Parties hereby submit to such jurisdiction.
    5. Updates to this Agreement. Indigo may update this Agreement from time to time by posting an updated version at Indigo's legal terms page or otherwise providing notice through the Products, by email, or through an Order Form. Updates will be effective as of the posted last updated date or as otherwise stated in the notice. Updated terms will apply to new Order Forms, renewals, and continued use of the Products after the effective date of the update, except that material updates will not apply during a then-current fixed Subscription Term unless Customer accepts the updated terms or the update is required by law, security, or Upstream Data Provider Terms.
    6. Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. No failure or delay by either Party in exercising any right hereunder shall operate as a waiver thereof.
    7. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.
    8. Assignment. Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party except that either Party may assign this Agreement to any Affiliate or to any successor in connection with a merger, acquisition, reorganization, financing, corporate transaction, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section shall be null and void. A Party assigning this Agreement under this provision must promptly provide written notice to the other Party.
    9. Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or sent by nationally recognized overnight courier to the addresses set forth in the applicable Order Form, Customer's account profile, or other contact information provided by Customer, or to info@indigo.engineering for Indigo.
    10. Independent Contractors. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.
    11. Electronic Acceptance. Customer may accept this Agreement and Order Forms electronically, including by clicking to accept, completing an online order, creating an account, accessing or using the Products, or using any other electronic process made available or accepted by Indigo. Any such electronic acceptance has the same legal effect as a manual signature. Signed Order Forms and statements of work may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
    12. Force Majeure. Neither Party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, or internet failures, provided that the affected Party promptly notifies the other Party and uses reasonable efforts to mitigate the impact.