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TERMS OF SERVICE

Last Updated: 01/31/2026

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING, USING, OR PURCHASING ANY PURPLELAB PLATFORM, PRODUCT, DATA, OR SERVICE (COLLECTIVELY, “PURPLELAB OFFERINGS”), WHETHER DIRECTLY FROM PURPLELAB OR THROUGH ANY THIRD-PARTY MARKETPLACE, RESELLER, OR DISTRIBUTION CHANNEL, YOU (“COMPANY”) AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS OR DO NOT HAVE SUCH AUTHORITY, DO NOT ACCESS OR USE ANY PURPLELAB OFFERINGS.

These Terms of Service, together with any applicable Order Forms, constitute the binding agreement (“Agreement”) between Company and PurpleLab, Inc. (“PurpleLab”) governing Company’s access to and use of any PurpleLab Offerings. Acceptance of these Terms occurs upon the earliest of: (a) clicking “I Accept” or similar acceptance mechanism; (b) executing an Order Form that references these Terms; (c) accessing or using any PurpleLab Offering; or (d) making any payment for PurpleLab Offerings. Company’s continued use of any PurpleLab Offering following any update to these Terms constitutes acceptance of the updated Terms.

1. PurpleLab Data, Products, and Analytic Services.

  1. Order Forms. Any PurpleLab Data, PurpleLab Product, or PurpleLab Analytic Services (“PurpleLab Offerings”) to be provided by PurpleLab to Company shall be set forth in an order form, schedule, statement of work, work order, or other document executed by the Parties and expressly made subject to this Agreement (each, an “Order Form”). Each Order Form will identify and describe the PurpleLab Offerings, the associated fees payable by Company and such other terms as mutually agreed to by the Parties.
  2. Affiliates. Any legal entity that either directly or indirectly (through one or more intermediaries) controls, is controlled by, or is under common control, with a Party to this Agreement (each, an “Affiliate”) shall be authorized to enter into an Order Form pursuant to this Agreement. With respect to an Order Form executed by any Affiliate of either Party, all references in this Agreement to such Affiliate’s related Party (either PurpleLab or Company) will be deemed to include the Affiliate unless the context indicates otherwise, and the Affiliate agrees to abide by all such terms.
  3. Implementation and Testing. PurpleLab may: (i) begin the implementation, including the provision and configuration of PurpleLab Offerings prior to the beginning of the term in the applicable Order Form, or (ii) provide Company with sample PurpleLab Offerings (“Test Offerings”) for Company to evaluate purchasing. If PurpleLab provides a Test Offering, Company agrees that such access will be only for its internal testing and troubleshooting purposes and it will not be permitted to utilize such Test Offering for any commercial purpose.
  4. License Grant to PurpleLab Offerings and Restrictions.
    1. Permitted Uses Only. Each Order Form specifies the permitted purpose (“Permitted Use”) for which Company may use the PurpleLab Offering. Any other use of the PurpleLab Offering is prohibited.
    2. License Grant for PurpleLab Offerings. Subject to Company’s compliance with this Agreement and payment of all fees, PurpleLab grants Company
      1. a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the PurpleLab Data and Products solely for the Permitted Use specified in the applicable Order Form during the Term.
      2. a perpetual, non-exclusive license to use any Analytics Reports delivered by PurpleLab under an Order Form, provided that (a) such Analytics Reports may not be redistributed, resold, or used for any commercial purpose other than the Permitted Use and Company’s internal business operations, and (b) this perpetual license shall immediately terminate if any Agreement between Company and PurpleLab terminated by PurpleLab due to Company’s material breach.
    3. Foreign Adversaries. Company shall not access, transfer, or permit access to PurpleLab Data or PurpleLab Offerings from any country designated as a “foreign adversary” or “country of concern” under U.S. law, including Executive Order 14117. Company shall comply with all applicable export control laws, including ITAR and EAR. Company represents that it is not owned or controlled by any foreign adversary or country of concern.
    4. Generative Artificial Intelligence. Company shall not input, use, disclose, or otherwise process any PurpleLab Data, PurpleLab Offerings, or PurpleLab’s Confidential Information in any third-party generative artificial intelligence processing tool (including, without limitation, ChatGPT, Gemini, or similar large language model interfaces) without PurpleLab’s prior written approval. Any such approval may be granted or withheld in PurpleLab’s sole discretion and may be subject to additional terms and conditions specified by PurpleLab.

2. Term and Termination.

  1. Term. This Agreement remains in effect until all Order Forms have expired or been terminated. If no Order Form is active for twelve (12) consecutive months, this Agreement automatically terminates.
  2. Termination.
    1. For Material Breach. Either Party may terminate this Agreement upon thirty (30) days written notice of a material breach if the breach remains uncured. If the breach affects only a specific Order Form, termination is limited to that Order Form. If Company terminates due to PurpleLab’s uncured material breach, Company is entitled to a pro rata refund of prepaid fees for the unused portion of the applicable Order Form term following the effective date of termination.
    2. For Critical Breaches. PurpleLab may terminate this Agreement and all affected Order Forms immediately upon written notice, without opportunity to cure, if Company: (A) breaches Section 1(d)(iii) (Foreign Adversaries); (B) re-identifies or attempts to re-identify any individual, provider, or data source from PurpleLab Data; (C) discloses PurpleLab Data or PurpleLab’s Confidential Information to any unauthorized third party. Upon any such termination for Critical Breach, Company shall not be entitled to any refund of Fees paid.
  3. Suspension Rights. PurpleLab may suspend Company’s access to the PurpleLab Offerings upon written notice (which may be by email): (a) in the event of unauthorized access to PurpleLab Data or PurpleLab Offerings; (b) to prevent damage to or degradation of the PurpleLab Offerings or related infrastructure; or (c) to comply with applicable law or any court order or governmental request. Where practicable, PurpleLab will provide advance notice before suspending access. PurpleLab will make commercially reasonable efforts to limit any suspension to the minimum extent and duration necessary to address the issue and will promptly restore access once the issue is resolved. If any suspension not caused by Company’s breach or actions continues for more than thirty (30) consecutive days, Company shall be entitled to a pro rata credit of prepaid fees for the period of suspension upon written request.
  4. Effect of Termination. Upon termination or expiration: (a) all fees become immediately due; (b) all licenses terminate; (c) Company shall cease use and destroy all PurpleLab Data per its standard practices; and (d) upon request, Company shall certify destruction in writing. No refunds except as expressly provided.

3. Fees and Payment.

  1. Payment Terms. Unless otherwise set forth in an Order Form, all Fees shall be invoiced annually in advance and shall be due and payable within thirty (30) days after the date of the applicable invoice. All payments shall be made in United States dollars. All amounts payable under this Agreement are non-cancellable and non-refundable except as expressly provided herein.
  2. Late Payments. Overdue amounts accrue interest at 1.5% per month (or the maximum legal rate, if less).
  3. Taxes. Fees exclude all taxes. Company is responsible for all applicable taxes (excluding PurpleLab’s income taxes). If withholding is required, Company shall gross up payments so PurpleLab receives the full invoiced amount.
  4. Disputes. Company must pay undisputed amounts when due. Disputes must be raised in writing with supporting documentation within thirty (30) days of invoice receipt.

4. Proprietary Rights and Confidential Information.

  1. PurpleLab Ownership. As between the Parties, PurpleLab retains all right, title, and interest in and to the PurpleLab Offerings and all derivatives, improvements, and modifications thereto, including all intellectual property rights related thereto. Except for the limited license rights expressly granted in this Agreement, no rights in or to the PurpleLab Offerings are granted to Company, whether by implication, estoppel, or otherwise.

    If Company provides any suggestions, comments, or feedback regarding the PurpleLab Offerings (“Feedback”), Company hereby grants to PurpleLab a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, modify, incorporate, and commercialize such Feedback, and PurpleLab shall be free to use, incorporate, and exploit such Feedback without restriction or obligation to Company.
  2. Confidential Information. “Confidential Information” means non-public information designated as confidential or reasonably understood to be confidential. PurpleLab’s Confidential Information includes, without limitation: the PurpleLab Offerings; PurpleLab Data; the terms and pricing of this Agreement; PurpleLab’s business plans, technical specifications, and data sources; and any information regarding PurpleLab’s Data Suppliers. Company shall not disclose, confirm, or otherwise reveal the identity of any of PurpleLab’s Data Suppliers to any third party without PurpleLab’s prior written consent.
  3. Confidentiality Obligations. Each Party agrees: (i) to use the other Party’s Confidential Information solely for purposes of performing its obligations under this Agreement; (ii) not to disclose such Confidential Information except to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations; and (iii) to protect such Confidential Information using at least reasonable care. Each Party acknowledges that any unauthorized disclosure or use of the other Party’s Confidential Information may cause irreparable harm for which monetary damages would be inadequate, and the non-breaching Party shall be entitled to seek injunctive or other equitable relief without the necessity of proving actual damages or posting a bond.
  4. Exceptions. Confidentiality obligations do not apply to information that: (i) becomes public without fault; (ii) was already known; (iii) is independently developed; (iv) is rightfully obtained from third parties; or (v) must be disclosed by law, with prompt notice to the disclosing party.

5. Representations and Warranties.

  1. Mutual Representations. Each Party represents and warrants that: (i) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (ii) the execution and performance of this Agreement have been duly authorized by all necessary corporate action; and (iii) this Agreement constitutes a legal, valid, and binding obligation of such Party, enforceable in accordance with its terms.
  2. Company Representations and Warranties. Company represents, warrants, and covenants that: (i) its use of the PurpleLab Offerings will comply with applicable law and this Agreement; (ii) it will not use the PurpleLab Offerings for any unlawful purpose or in any manner that infringes the rights of any third party; (iii) it has implemented and will maintain appropriate administrative, technical, and physical safeguards to protect PurpleLab Offerings in accordance with industry standards and applicable law; (iv) it will not re-identify, or attempt to re-identify, any individual, provider, or data source from the PurpleLab Data; and (v) it will notify PurpleLab promptly and in no event later than forty-eight (48) hours after discovery, of any security incident, unauthorized access, or suspected breach that may affect PurpleLab Offerings.
  3. PurpleLab Representations and Warranties. PurpleLab represents and warrants that: (i) it possesses all licenses, permits, and authorizations necessary to provide the PurpleLab Offerings as contemplated under this Agreement, (ii) the PurpleLab Offerings will perform substantially in accordance with the specifications set forth in the applicable Order Form. As Company’s sole and exclusive remedy for any breach of this conformity warranty, PurpleLab will, at its option, either (a) use commercially reasonable efforts to correct the non-conforming PurpleLab Offering, or (b) terminate the affected Order Form and provide a pro rata refund of prepaid fees for the unused portion of the term; provided that Company must notify PurpleLab in writing of any such non-conformance within thirty (30) days of discovery.

    EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURPLELAB MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE PURPLELAB OFFERINGS AND PURPLELAB DATA ARE PROVIDED “AS IS.” PURPLELAB DOES NOT WARRANT THAT THE PURPLELAB OFFERINGS WILL BE UNINTERRUPTED OR ERROR-FREE.

6. Limitations of Liability.

  1. EXCLUSION OF CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, GOODWILL, OR DATA, REGARDLESS OF THE THEORY OF LIABILITY; PROVIDED, HOWEVER, THAT THE FOREGOING EXCLUSION SHALL NOT APPLY TO COMPANY’S: (I) BREACH OF SECTION 1(d) (LICENSE GRANT TO PURPLELAB OFFERINGS AND RESTRICTIONS); (II) BREACH OF SECTION 4 (PROPRIETARY RIGHTS AND CONFIDENTIAL INFORMATION); (III) INDEMNIFICATION OBLIGATIONS UNDER SECTION 7; OR (IV) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
  2. LIMITATION OF LIABILITY. EXCEPT FOR COMPANY’S BREACH OF SECTIONS 1(d) (LICENSE RESTRICTIONS), 3 (FEES AND PAYMENT), 4 (PROPRIETARY RIGHTS AND CONFIDENTIAL INFORMATION), OR 7 (INDEMNIFICATION), PURPLELAB’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES ACTUALLY PAID BY COMPANY TO PURPLELAB DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
  3. COMPANY LIABILITY. THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO COMPANY’S: (I) BREACH OF LICENSE RESTRICTIONS (SECTION 1(d)); (II) BREACH OF CONFIDENTIALITY OR IP OBLIGATIONS (SECTION 4); (III) INDEMNIFICATION OBLIGATIONS; (IV) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (V) PAYMENT OBLIGATIONS.

7. Indemnification.

  1. Company Indemnification. Company shall defend, indemnify, and hold harmless PurpleLab, its affiliates, and their respective directors, officers, employees, and agents (collectively, “PurpleLab Indemnitees”) from and against any and all claims, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of or related to: (i) Company’s breach of this Agreement, including any breach of the license restrictions set forth in Section 1(d); (ii) Company’s use of the PurpleLab Offerings in violation of this Agreement or applicable law; (iii) any re-identification or attempted re-identification of individuals from PurpleLab Data; (iv) any Company Data or materials provided by Company; (v) any claim by a third party arising from Company’s combination of PurpleLab Offerings with Company’s own products, services, or data; or (vi) any breach of this Agreement by Company’s employees, contractors, agents, or any third party that accesses PurpleLab Offerings through Company.
  2. PurpleLab Indemnification. PurpleLab shall defend, indemnify, and hold harmless Company from and against any Losses arising out of a third-party claim that Company’s use of the PurpleLab Offerings, in accordance with this Agreement, directly infringes such third party’s valid United States patent, copyright, or trade secret; provided, however, that PurpleLab shall have no obligation hereunder to the extent any claim arises from: (i) Company’s use of the PurpleLab Offerings in combination with any products, services, or data not provided by PurpleLab; (ii) any modification of the PurpleLab Offerings by anyone other than PurpleLab; (iii) Company’s breach of this Agreement; or (iv) Company’s continued use of the PurpleLab Offerings after notice of alleged infringement.
    1. Infringement. If any PurpleLab Offering becomes, or in PurpleLab’s reasonable opinion is likely to become, the subject of an infringement claim, PurpleLab may, at its sole option: (a) procure for Company the right to continue using the affected PurpleLab Offering; (b) modify or replace the affected PurpleLab Offering to make it non-infringing without material loss of functionality; or (c) terminate the applicable Order Form and provide Company a pro rata refund of prepaid fees for the unused portion of the term.
  3. Procedure. The indemnified Party shall: (i) provide prompt written notice of the claim to the indemnifying Party; (ii) grant the indemnifying Party sole control of the defense and settlement of the claim; and (iii) provide reasonable cooperation. The indemnifying Party shall not settle any claim in a manner that imposes any liability, obligation, or admission on the indemnified Party without the indemnified Party’s prior written consent.
  4. Sole Remedy. This Section states the indemnifying Party’s sole liability and the indemnified Party’s exclusive remedy for covered claims.

8. Additional Terms.

  1. Assignability. Company may not assign this Agreement without PurpleLab’s prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee is not a PurpleLab competitor and agrees in writing to be bound by this Agreement. PurpleLab may freely assign this Agreement without consent. This Agreement binds and benefits the Parties and their permitted successors and assigns.
  2. Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The Parties agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the District of Delaware, and each Party hereby irrevocably submits to the personal jurisdiction and venue of such courts and waives any objection based on inconvenient forum or lack of jurisdiction. The prevailing Party in any such action shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses from the non-prevailing Party.
  3. Order of Precedence. In the event of a conflict between the terms of this Agreement and any other document, the following order of precedence shall apply: (a) the applicable Order Form, solely with respect to the PurpleLab Offerings described therein; (b) any Data Processing Agreement (“DPA”) or similar data protection agreement between the Parties; and (c) this Agreement.
  4. Jury Trial Waiver. EACH PARTY WAIVES ANY RIGHT TO JURY TRIAL IN ANY ACTION ARISING FROM THIS AGREEMENT.
  5. Severability, Waiver, and Survival. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect. The failure of either Party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of the waiving Party. The provisions of this Agreement that by their nature are intended to survive termination or expiration shall survive, including Sections 1(d), 2(d), 3, 4, 5, 6, 7, and 8.
  6. No Third-Party Beneficiaries. This Agreement confers no rights on any third party except as expressly stated.
  7. Independent Contractors. The Parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, or agency relationship.
  8. Entire Agreement. This Agreement, together with all Order Forms and any exhibits, schedules, or appendices hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties relating to such subject matter. Each Party acknowledges that it has not relied on any representations, warranties, or assurances other than those expressly set forth in this Agreement. No modification, amendment, or supplement to this Agreement shall be binding unless executed in writing by authorized representatives of both Parties. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.