Terms of Service

COPYRIGHT © Continuum 2025. All Rights Reserved Effective December 2025 These Terms of Service ("Agreement") govern Customer's purchase and receipt of Continuum software and/or services. Capitalized terms have the definitions set forth herein. By accepting this Agreement by (1) clicking a box indicating acceptance or (2) accessing or using any Continuum software products, or (3) executing a Statement of Work ("SOW") or Order Form ("Order") that references this Agreement, Customer agrees to the terms of this Agreement. If the individual accepting this Agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to these terms and conditions, in which case the term "Customer" shall refer to such entity and its affiliates. If the individual accepting this Agreement does not have such authority, or does not agree with these terms and conditions, such individual must not accept this Agreement and may not receive the professional services. This Agreement is effective between Customer and Continuum as of the effective date of the first Order or SOW referencing this Agreement ("Effective Date"). The Parties agree as follows: 1. SCOPE OF WORK 1.1. The Parties may enter into one or more Orders or SOW regulated by this Agreement. Each Order or SOW will constitute a unique agreement between the Parties and will stand alone with respect to any other Order or SOW entered under this Agreement, and will govern all uses of any Software, Services, or applications provided by Continuum under that Order or SOW. Unless otherwise specifically agreed to by the Parties, the performance of obligations under any one Order or SOW will not affect, and will be unrelated to, the performance of any other Order entered into under this Agreement. "Software" means software products provided by Continuum, including all software available on Continuum's website or downloaded from Continuum or any third-party source, as detailed in the applicable Order, together with all applicable documentation, including the technical specifications, documentation, and user guides and all descriptions of or about the Software, or otherwise made available by or on behalf of Continuum (collectively, "Documentation"). The term Software includes any source code, object code, binaries, executables, configurations, enhancements, additions, derivative works, or other modifications of or to the Software (including descriptions thereof), whether made by Continuum, by Customer, or by the Parties jointly. "Services" may include implementation, operational and technical support, professional, and other related services. 1.2. Continuum will perform the tasks set forth in each individual Order or SOW in accordance with the terms and conditions contained herein as well as all statutes, regulations, rules, orders, and data protection laws applicable in the jurisdiction specified in the Order ("Laws"). Continuum will have no obligation to perform any work, actions, or tasks until an appropriate Order is fully executed. Customer warrants and represents, without limitation, that it and all users of the Software are and will remain in compliance with all Laws and that Customer will be responsible for all uses of the Software. 1.3. This Agreement and individual Orders may be extended or modified solely upon the written agreement of both Parties ("Change Order"), provided that both Parties agree on the amount of any additional or reduced payment to be made by Customer. Modifications to specific Orders will not affect other prior, current, or future Orders. 1.4. In the event of a conflict between the terms of this Agreement, any Order, or any other document or discussion, the terms of this Agreement will control (unless such Order expressly acknowledges such and specifically identifies each section and paragraph being varied, solely for purposes of such Order). 1.5. "Affiliate" means those entities which (a) directly or indirectly, through one or more intermediaries, own more than 50% of the outstanding voting securities of a Party, or (b) that directly or indirectly through one or more intermediaries, are controlled by a Party. Customer (1) authorizes Continuum to disclose all Confidential Information to its Affiliates; (2) will be responsible for the acts and omissions of its Affiliates; and (3) authorizes Continuum to disclose all Confidential Information to Customer and other Affiliates thereof. Affiliates of Continuum may provide Software or Services on behalf of Continuum. 2. TERM OF AGREEMENT 2.1. This Agreement will take effect as of the Effective Date and will expire in accordance with the Order ("Term"). 2.2. Either Party may terminate, upon written notice, any individual Order if (a) the other Party materially breaches the terms of such Order and fails to cure the breach within 30 days of written notice, or (b) a Force Majeure event persists for greater than 90 days. 2.3. This Agreement and all rights granted hereunder may be terminated by Continuum with immediate effect and without notice in the event Customer becomes insolvent, makes a general assignment for the benefit of creditors, institutes or becomes subject to bankruptcy proceedings, ceases to do business, receives or is subject to an Infringement Claim, or is subject to a change in control. 2.4. Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order. Except as otherwise specified, subscriptions will automatically renew for additional one-year terms unless either party gives written notice (email acceptable) at least 30 days before the end of the relevant subscription term. Renewal of promotional or one-time priced subscriptions will be at Continuum's applicable list price in effect at the time of renewal. 2.5. In the event of termination, (a) Continuum will promptly invoice Customer, and Customer will pay, for all work performed up to the date of termination; Customer's use of and access to the Services will cease; and (b) all fees owed to Continuum will be immediately due and payable. Continuum will have no obligation to maintain Customer Data and may, unless legally prohibited, delete or retain all Customer Data in its possession. 3. PAYMENT 3.1. Customer will compensate Continuum as set forth in an applicable Order and will pay each invoice within 30 days of receipt. Overdue payments earn interest at the lower of 1.5% per month or the maximum allowed by law. 3.2. Continuum will not change the price of the Software during the Initial Term. Following the Initial Term, Continuum may increase the price no more than once per year by the greater of five percent (5%) or the then-current Consumer Price Index for All Urban Consumers ("CPI-U"). 3.3. Disputes. Customer may dispute any invoiced amount in good faith within 10 days of receipt and will pay all undisputed amounts as described in Section 3.1. 3.4. Suspension for Non-Payment. Except for amounts under good-faith dispute, if a payment is more than 90 days past due and Continuum has provided at least 30 days' written notice, Continuum may suspend the Services until paid in full. 3.5. Taxes. Customer is responsible for all sales, use, value-added, withholding, and other taxes relating to the Services and/or Software, excluding taxes on Continuum's net income. 4. SOFTWARE 4.1. Customer represents and warrants that all access to Software will be by persons authorized by Customer ("Authorized Users") who have been provided valid Access Credentials. No license or right to access any Software is granted without a corresponding Order. Customer is responsible for the actions and inactions of all users of the Software. 4.2. Continuum will use commercially reasonable efforts to provide access in accordance with the Service Level Agreement in Article 14. The Software is provided solely as a service; no independent license or underlying intellectual property right is granted. 4.3. Grant. Subject to this Agreement, Continuum grants Customer, during the term of the respective Order, a limited, non-exclusive, non-transferable, non-sublicensable right to (a) permit Authorized Users to access and use the Software in furtherance of Customer's internal business operations, and (b) make a reasonable number of copies of the Documentation for Authorized Users. 4.4. Restrictions. Customer will not, and will not permit others to: (a) reverse engineer or attempt to discover the source code of the Software; (b) modify or create derivative works of the Software; (c) rent, lease, sell, or transfer rights to use the Software; (d) use the Software for service bureau purposes or the benefit of any third party; (e) remove proprietary notices; (f) publish evaluations without consent; (g) build a competing database or service; (h) transmit infringing, unlawful, or tortious material; (i) transmit malicious code; (j) disrupt the integrity or performance of the Software; (k) attempt unauthorized access; (l) publicly redistribute the Software; (m) scrape, crawl, or cache Software information beyond limited internal temporary use; or (n) permit access by anyone other than an Authorized User. 4.5. Hardware. Customer is responsible for obtaining and maintaining all Equipment used to access the Software and for all third-party access charges, and for maintaining the security of Equipment, accounts, passwords, and Access Credentials. 4.6. Authorized Users. Customer is responsible for maintaining all Access Credentials in confidence and for all activities that occur through them, and will notify Continuum promptly (no later than 24 hours) of any unauthorized use or security breach, and of any desired revocation of Access Credentials. 4.7. Nature of Internet. Use of the Internet creates the opportunity for unauthorized third parties to gain access to data. Continuum cannot guarantee the privacy, security, integrity, or authenticity of information transmitted over or stored in any system connected to the Internet. Customer is responsible for its own connectivity, networks, and cybersecurity. 4.8. Suspension. Continuum may suspend or terminate access to prevent damage to the Software or any system, address a violation of this Agreement, or comply with any Law requiring immediate action, and will provide notice and restore access as soon as commercially reasonable once resolved. 4.9. Received Data. Customer represents and warrants that all data received by Continuum through the Software was collected lawfully, contains no malicious code, and does not infringe any third-party right. Continuum makes no representations regarding the accuracy or validity of such data; Customer is solely responsible for it. 4.10. Improvements and Feedback. Customer assigns to Continuum all right, title, and interest in any feedback, suggestions, or recommendations regarding the Software or Services ("Feedback"), which Continuum may use without restriction. 5. FREE SOFTWARE 5.1. Continuum may make Software available at no charge ("Free Software"), subject to this Agreement; this Section controls in case of conflict regarding Free Software. Continuum may terminate access to Free Software at any time for any or no reason without prior notice. Customer is responsible for exporting Customer Data before termination; if Continuum terminates Customer's account, except as required by law it will provide a reasonable opportunity to retrieve data. THE FREE SOFTWARE IS PROVIDED "AS-IS" WITHOUT ANY WARRANTY, AND CONTINUUM SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY WITH RESPECT TO THE FREE SOFTWARE, UNLESS SUCH EXCLUSION IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE CONTINUUM'S LIABILITY SHALL NOT EXCEED $1,000.00. Customer remains fully liable to Continuum for damages arising out of its use of the Free Software and any breach of this Agreement. 6. CONFIDENTIALITY 6.1. Each Party may access information confidential to the other ("Confidential Information"), including data, pricing, materials, methods, this Agreement, and all related Orders. Continuum's Confidential Information includes the Software, communications discussing price, invoices, and Access Credentials. 6.2. Confidential Information excludes information that is public through no fault of the receiving Party, was lawfully possessed before disclosure, is disclosed by a third party, or was independently developed without reference to the disclosing Party's Confidential Information. 6.3. A Party may disclose Confidential Information as required by Law, after giving (where commercially reasonable) the disclosing Party notice and an opportunity to object. 6.4. The Parties will hold each other's Confidential Information in confidence and not use it for any purpose other than fulfilling obligations under this Agreement or improving the Services. 6.5. Each Party will use at least a reasonable standard of care to protect Confidential Information. 6.6. Any material relating to the subject matter of any Order, or disclosed under any prior NDA, will be treated under this Agreement and not under any prior NDA. 6.7. Customer grants Continuum a non-exclusive, perpetual, irrevocable, royalty-free license to create and use Aggregate Data (anonymous, non-identifying statistical and performance information) from Customer Data. All right, title, and interest in the Aggregate Data is retained solely by Continuum, and it will not be considered Customer's Confidential Information. 7. INTELLECTUAL PROPERTY 7.1. Customer Data. As between the Parties, Customer owns and retains all right, title, and interest in the data submitted through the Software and other information input into the Services ("Other Information"). 7.2. Continuum IP. Customer acknowledges that Continuum owns and retains all right, title, and interest in the Software and the processes, methods, trade secrets, and proprietary know-how related to the Software or Services ("Continuum IP"). This Agreement conveys no right or interest other than the express limited licenses provided for each Order. 8. PRIVACY AND SECURITY OF PERSONAL DATA 8.1. Continuum will use commercially reasonable efforts to maintain administrative, physical, and technical safeguards for Customer Data, consistent with what it provides generally to its users. Continuum's Privacy Policy, as published on the Continuum website, applies. Each Party will comply, to the extent applicable, with the EU General Data Protection Regulation (GDPR), U.S. state data-privacy Laws, and other applicable data protection laws. Customer represents that it will obtain all required consents before disclosing any personal data to Continuum, and that neither it nor any Authorized User will provide information that qualifies as "Sensitive Data" or "Sensitive Personal Data" under any data-privacy Law. 8.2. Account Records; Credentials Are Optional and Stored at Customer's Discretion. The Software's account-filing features (including the "Accounts" directory) are provided as an organizational convenience to help Customer record where accounts and important information live and how access may be recovered. They are NOT a password manager, secrets vault, or secure credential-storage service. Customer is not required to enter any password, access code, or other confidential credential, and Continuum recommends that Customer instead record only where such credentials are kept and rely on a dedicated credential-management solution (for example, a device's built-in password manager such as Apple Passwords or Google Password Manager, or a third-party service such as 1Password) for storing and securing credentials. If Customer chooses to enter, type, upload, import, or otherwise submit any password, PIN, access code, security code, recovery code, or other confidential credential into the Software (whether manually or via any file upload or import feature), Customer does so entirely voluntarily, by its own election, and at its own risk. 8.3. Waiver and Release Regarding Voluntarily-Submitted Credentials. To the maximum extent permitted by Law, Customer expressly assumes all risk arising from its decision to store passwords, access codes, or other confidential credentials within the Software, and Customer hereby WAIVES, RELEASES, and agrees to hold harmless Continuum and its affiliates, officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, and expenses arising out of or relating to such voluntarily-submitted credentials, including any unauthorized access to, disclosure of, loss of, or misuse of those credentials, however caused. Continuum does not require, request, or need such credentials to provide the Software or Services, and Customer acknowledges that the Software is not marketed or warranted as a secure credential-storage or password-management service. This waiver and release does not apply to liability that cannot be waived or limited under applicable Law. 9. WARRANTIES AND LIMITATION OF LIABILITY 9.1. Limited Warranty. Continuum warrants solely that the Software and Services will perform substantially in accordance with the requirements detailed in the respective Order. 9.2. Exceptions. The limited warranty does not extend to problems caused by external hardware/software, unauthorized alterations, accident or misuse, operation outside specifications, importation of invalid data, activity violating Section 4.4, or Customer's breach. 9.3. Customer's Remedies. Upon written notice of a material non-conformity, Continuum's entire liability and Customer's sole remedy is for Continuum to use commercially reasonable measures to correct or provide a work-around. 9.4. Disclaimer of Other Warranties. OTHER THAN AS EXPRESSLY PROVIDED IN SECTIONS 9.1 AND 9.2, THE SOFTWARE, SERVICES, AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ARE DISCLAIMED. 9.5. Customer acknowledges that Continuum does not control the transfer of data over communications facilities, including the Internet, and that the Software may be subject to limitations, delays, and other problems inherent in such facilities. 9.6. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, CONTINUUM WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OF ANY KIND, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. 9.7. Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONTINUUM'S TOTAL CUMULATIVE LIABILITY WILL NOT EXCEED THE TOTAL FEES PAID TO CONTINUUM FOR THE PARTICULAR SERVICE GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 10. INDEMNIFICATION 10.1. Indemnification by Continuum. Continuum will defend, indemnify, and hold harmless Customer and the Customer Indemnitees from third-party claims to the extent arising out of Continuum's failure to comply with applicable Laws, except to the extent such claims arise from a Customer Indemnitee's or Authorized User's negligence, misconduct, or breach. IP infringement is governed by Section 10.5. 10.2. Indemnification by Customer. Customer will defend, indemnify, and hold harmless Continuum and the Continuum Indemnitees against claims arising out of or related to (a) Customer IP, Equipment, or third-party solutions; (b) any use of the Software by Customer or its users; or (c) any breach of Laws or this Agreement by Customer or any Authorized User, except to the extent arising from Continuum's gross negligence or intentional misconduct. 10.3. A Party seeking indemnification will promptly notify the other; failure to give notice does not disqualify the indemnitee unless the indemnifying Party is materially prejudiced. 10.4. The indemnifying Party controls the defense and settlement of any claim for which it is liable; the Parties will reasonably cooperate. 10.5. Indemnification for IP Infringement. Continuum will defend and indemnify Customer against third-party suits claiming that the Software or Services, without combination, directly infringe a third party's intellectual property rights ("Infringement Claim"), except where the claim arises from combination with non-Continuum products or from Continuum's implementation of Customer's specifications. 11. FORCE MAJEURE 11.1. Neither Party will be in default for failing to perform any obligation (other than payment) to the extent prevented or delayed by fire, flood, earthquake, equipment failure, explosion, strike, terrorism, war, government requirement, act of God, or any other event beyond that Party's reasonable control. 12. ARTIFICIAL INTELLIGENCE (AI) PRODUCT-SPECIFIC TERMS These terms apply when Customer uses a Continuum AI Product, add-on feature, or Service. 12.1. Content. Customer may provide input ("Input") and receive output ("Output"), collectively "Content." Customer is responsible for Content and represents it has all rights needed to provide Input. 12.1.1. Ownership. As between the Parties, Customer owns the Content. Customer grants Continuum a worldwide, perpetual, royalty-free license to use, modify, and create derivative works with the Content solely to provide, maintain, develop, and improve the Services. 12.1.2. Similarity. Output may not be unique; other users may receive similar Output. 12.1.3. Use of Content. Customer grants Continuum a limited license to use Content to provide, maintain, develop, and improve the Services, comply with law, enforce policies, and keep the Services safe. 12.1.4. Accuracy. Given the probabilistic nature of machine learning, Output may not always be accurate. Customer should not rely on Output as a sole source of truth or as a substitute for professional advice; must evaluate Output (including human review as appropriate) before using or sharing it; must not use Output about a person for decisions with legal or material impact (credit, employment, housing, insurance, legal, medical, etc.); and acknowledges Output may be incomplete or incorrect and does not represent Continuum's views. 12.1.5. No AI/ML Training. Customer must not use any Content, data, or Output from the Services to create, train, test, or improve any machine learning or artificial intelligence systems. 12.2. DISCLAIMER. ANY USE OF OUTPUTS IS AT CUSTOMER'S SOLE RISK; CUSTOMER WILL NOT RELY ON OUTPUT AS A SOLE SOURCE OF TRUTH OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE. 13. MISCELLANEOUS 13.1. Independent Contractor. Nothing renders unto Continuum any rights or benefits available to Customer employees. Customer is liable for all acts and omissions of users of the Software. 13.2. No Third-Party Beneficiaries. This Agreement is for the sole and exclusive benefit of the Parties and their successors and assigns. 13.3. Insurance. Each Party will maintain insurance appropriate to its business and obligations under this Agreement. 13.4. Notice. Notices will be in writing and effective upon actual receipt. Notices to Continuum will be sent to the contact address published on the Continuum website; notices to Customer will be sent to the email address in Continuum's records. 13.5. Dispute Resolution. This Agreement will be governed by the laws of the State of Oregon, and all disputes will be brought exclusively in the state and federal courts for Multnomah County, Oregon. The Parties waive any objection to jurisdiction or venue, and waive any right to a jury trial. (Governing law and venue subject to confirmation.) 13.6. Waiver. Rights or obligations may be waived only by a writing executed by the Party against whom the waiver is sought; no failure or delay operates as a waiver. 13.7. Publicity. Continuum may reference Customer's name and trademarks and the nature of the Services in business development and marketing. Customer may opt out at any time via the contact address published on the Continuum website. Customer has no right to use Continuum's name or trademarks without prior written consent. 13.8. Severability. The invalidity of any provision will not affect the validity of any other provision. 13.9. Compliance. Each Party will comply with applicable anti-bribery laws (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010) and all applicable U.S. and foreign export, import, sanctions, and trade-control laws. Customer represents it is not located in an embargoed country and is not on any U.S. Government restricted-parties or Specially Designated Nationals list. 13.10. Assignment. Neither Party may assign this Agreement without the other's prior written consent, except to an Affiliate on 30 days' notice. Any non-compliant assignment is void. 13.11. Survival. The obligations of Article 12, Sections 2.5, 9.4, 9.6, 9.7, 10.2, and 10.3, and all of Articles 3, 4, 6, 7, and 8, survive termination. 13.12. Entire Agreement. This Agreement and all related Orders constitute the entire agreement between the Parties and supersede all prior agreements, understandings, and discussions. No terms in any other document (e.g., a Purchase Order) will be enforceable against either Party. 14. SERVICE LEVEL AGREEMENT This Article 14 sets forth the sole obligations relating to its subject matter. Continuum will use commercially reasonable efforts to comply with the policies and procedures set forth herein. 14.1. Definitions. "Maintenance" means Unavailability (a) announced at least 3 business days in advance; (b) scheduled, not longer than 8 hours each month on weekend afternoons/evenings; or (c) urgent security updates. "Unavailable" means the Software cannot be accessed by an Authorized User during a 5-consecutive-minute period. "Uptime Percentage" is 100% minus the percentage of minutes in the quarter the Software was Unavailable (excluding Maintenance and SLA Exclusions). Continuum will make the Software available with an Uptime Percentage of at least 99.5% during any calendar quarter (the "Availability Commitment"). 14.2. SLA Exclusions. The Availability Commitment does not apply to Unavailability resulting from Maintenance; factors outside Continuum's reasonable control (force majeure, Internet access failure, Equipment, problems beyond the demarcation point of the Continuum network); actions or inactions of Customer, any Authorized User, or any third party; Customer or third-party technology; any act prohibited by Section 4.4; failure of cloud providers such as Amazon Web Services or Azure; or suspension or termination of any right to use the Software under this Agreement.