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Terms of service
Boltzbit Limited is a company incorporated and registered in England, with registered address at Office 202 221 Pentonville Road, London, England, N1 9UZ, company registration number 12398587 and VAT number GB354811596 (“Boltzbit”, “we”, “us”). When we refer to “Customer” or “you”, we mean you the individual accessing the Boltzbit Platform and using the Services. You confirm that you are acting for purposes that are wholly or mainly outside your trade, business, craft or profession whilst using the Services.
As used in this services agreement (the “Agreement”), capitalized terms shall have the meanings assigned to them in Section 14.
- Services
- Boltzbit offers a low code machine learning platform, where registered customers may generate solutions optimized to their specific objectives by using Boltzbit’s technology and Customer Data (“Boltzbit Platform”). Boltzbit offers, subject to the terms and conditions of the Agreement, access to the Boltzbit Platform and the related tools and services listed below for optimization/creation purposes (“Services”).
- The Services comprise of the Customer Repository (“Customer Repository”, meaning an online area on the Boltzbit Platform designated to the Customer when Customer registers its Account where Customer can build, test, train, share and deploy machine learning models, datasets, and machine learning applications) and related services. Boltzbit does not provide the Customer with training, implementation, and support services related to the Services as part of the standard Boltzbit Platform offering. However, Customers can purchase such extra services on the terms and subject to the conditions set forth in the applicable Order Form(s) available on the Boltzbit Platform.
- The Services will not comprise any legal, accounting or tax advice or other services not defined in this Agreement. To the extent that regulatory requirements are required to be observed by the Customer with regard to the use of the Services (e.g., legal requirements regarding the use of AI), the Customer will seek advice on such compliance requirements separately.
- Boltzbit reserves the right to add new features, functions or services to the Boltzbit Platform and to implement legally required changes and updates (e.g., to maintain the required security standard) or to adapt it to new technical standards. Furthermore, Boltzbit may change existing Services taking into account the legitimate interests of the Customer:
- to adapt them to technical developments or innovations as well as to changed market requirements,
- to improve existing functions, Services and system performance or to adapt them to changed user behavior, or
- if this is necessary for operational reasons, for example to adapt the Services to a new technical environment of Boltzbit or its suppliers and service providers or to increase user numbers.
Boltzbit shall inform Customers of the characteristics and timing of the changes in advance in text form (e.g., through postings in Customer’s Account) with a reasonable notice period of not less than thirty (30) calendar days. In the event of any changes to the Services that it uses, Customer shall be free to terminate its Agreement with Boltzbit with immediate effect by closing their respective Account or otherwise. Any overpaid fees resulting from a termination pursuant to the preceding sentence shall be refunded to Customer without undue delay.
- Customer Account.
- The Customer is obliged to provide valid and complete information when registering at the Platform and to keep this information up-to-date at all times.
- Boltzbit will send any declarations relating to the Agreement (e.g., termination of access to the Services, etc.) to the email address the Customer provides during registration. The Customer is solely responsible for the security of its Customer username, any access codes, and any passwords related thereto (which may not be shared with third parties), and is responsible for use of the Services by any and all other users that it allows to access the Services. The Customer shall immediately notify Boltzbit of any unauthorized access to or use of its Customer username or access codes, or any other breach of security or misuse of the Service by its other users that access the Boltzbit Services via Customer’s Account.
- Customer Data
- To train the models and otherwise make use of the Services within Customer’s Repository, Customer may use its own Customer Data. As between Customer and Boltzbit, Customer shall own all right, title and interest in and to the Customer Data, as well as any Customer-Specific Output.
- The Customer acknowledges that the quality of the output generated by the Services is dependent on Customer Data and other information that Customer provides on the Boltzbit Platform. Boltzbit does not have any obligation to conduct any independent investigation or verification of the accuracy, completeness or suitability for any purposes of any Customer Data. Customer has the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Data uploaded by Customer or processed using the Services. Our Services may in some situations result in inaccurate or incorrect output. You should evaluate the accuracy of any output as appropriate for your use case, including by using human review of the output.
- Subject to Section 3.4, Boltzbit will use the Customer Data and Customer-Specific Output for both the purpose of delivering the services and to train and improve the Boltzbit Platform.
- Customer grants to Boltzbit a limited, worldwide, non-exclusive, fully-paid, transferable, royalty-free licence during the Term of this Agreement to use Customer Data and Customer-Specific Output in order to: (i) provide the Services; and (ii) where the Customer is not a Premium Customer, to train the artificial intelligence model used to provide the Services or any other services provided by Boltzbit. Boltzbit may retain Customer Data, Customer-Specific Output or derivatives thereof as long as is required by Applicable Law.
- Customer confirms that (i) Customer has right to use the Customer Data for the purposes of this Agreement, and (ii) Customer Data does not breach or infringe upon the rights of others (including without limitation the rights of privacy or publicity, copyright, or trade secret).
- Boltzbit will only use your Personal Data in accordance with its Privacy Notice (available here).
- Customer Content
- As between Customer and Boltzbit, Customer is solely responsible and liable for the Customer Content that Customer posts, displays, or otherwise makes available on the Boltzbit Platform.
- Customer shall at all times ensure that it owns or has all necessary rights to use all Customer Content that the Customer posts, displays or otherwise makes available. The Customer confirms that the Customer Content posted, displayed or otherwise made available by the Customer does not and will not: (a) breach any third-party right, including copyright, trademark, patent, trade secret, moral right, privacy right or right of publicity; (b) breach any laws or regulations (including with respect to privacy); (c) contain any harassing, abusive, tortious, defamatory, false, or intentionally misleading content; or (d) contain any computer viruses, worms or other software intended to damage or alter a computer system or data.
- Customer grants to Boltzbit a limited, worldwide, non-exclusive, fully-paid, sublicensable, royalty-free licence during the Term of this Agreement to use such Customer Content to provide the Services. Boltzbit may retain such Content or derivatives thereof as long as is required by Applicable Law.
- If the Customer sets the status of its Customer Repository to public, the Customer grants to Boltzbit and to other registered customers of the Boltzbit Platform a non-exclusive, perpetual, irrevocable, worldwide right to use, reproduce, perform, publish, display, modify, and create derivative works of the Customer Content.
- Payment Terms
- Application. This Section 5 applies when Customer is a Premium Customer.
- Invoicing. Boltzbit will invoice Customer for the Fees in accordance with this Agreement. Boltzbit will provide Customer with a tool to enable Customer to review its usage of the Services for its internal purposes, including to allocate the Fees charged.
- Payment. Customer will pay for all Fees no later than 30 days from receipt of Boltzbit’s invoice. All payments are due in the currency stated in the invoice. Payments made electronically or by wire transfer must comply with the instructions specified on the invoice.
- Overdue Payments. Customer’s payment of undisputed Fees is overdue if Boltzbit has not yet received it by the payment due date. If a payment is overdue for more than 14 days after the payment due date, Boltzbit may Suspend the Services. Boltzbit will notify Customer at least 7 days before such Suspension. Boltzbit may terminate this Agreement for cause in accordance with Section 11.2 (Termination) if such undisputed Fees remain unpaid for 30 days after the notice of Suspension.
- Cancellation Rights
- Under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (the "Regulations") you have the right to cancel this Agreement, for any reason, within 14 days of the date of entering into this Agreement (the “Cooling-off Period”).
- However, if you wish to access the Services under the Agreement during the Cooling-off Period, then you may do so but you expressly agree that we may begin to supply the Services to you during the Cooling-off Period and you expressly acknowledge that your right to cancel the Agreement under the Regulations will be lost and you are not entitled to any refund under those cancellation rights.
- Where your right to cancel has not been lost, then to exercise the right to cancel, you must inform us of your decision to cancel the Agreement with us by making a clear statement. You may do so by completing the cancellation form set out in Appendix 1 of this Agreement or by emailing us at info@boltzbit.com. We will send you an acknowledgement of receipt by email.
- If you exercise your right of cancellation in accordance with clause 6.1, this Agreement will come to an end and we will reimburse to you all payments received from you. We will make this reimbursement no later than 14 days after the day on which we are informed about your decision to cancel. We will make the reimbursement using the same means of payment you used to pay, unless you expressly agree otherwise.
- Customer Obligations
- Compliance. Customer shall:
- ensure that its use of the Services complies with this Agreement and all Applicable Laws;
- use best efforts to prevent unauthorised use of the Services and to terminate any unauthorised use; and
- promptly notify Boltzbit of any unauthorised use of, or access to, the Services of which Customer becomes aware. Where Boltzbit reasonably believes that Customer’s use of the Services does not comply with this Agreement, Boltzbit will notify Customer of the grounds for its belief (unless prevented by Applicable Law) and Boltzbit reserves the right to review Customer’s use of the Services to ensure Customer’s compliance with this Agreement.
- Restrictions. Unless to the extent expressly permitted under this Agreement, Customer will not:
- attempt to copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble the Services or attempt to extract any or all of the source code comprised within the Services (except to the extent expressly permitted by mandatory Applicable Laws);
- sublicense, transfer or distribute the Services;
- sell, resell, or otherwise make the Services available as a commercial offering or part thereof to a third party;
- access or use the Services: (i) for High Risk Activities; (ii) in a manner intended to avoid incurring Fees; or (iii) on behalf of or for the benefit of any entity or person who is legally prohibited from using the Services;
- interfere with or disrupt the integrity, operation or performance of the Boltzbit Platform;
- attempt to gain unauthorized access or alter to the Boltzbit Platform;
- create internet “links” to the Boltzbit Platform, create copy, or “frame”, or “mirror” any part of the Services, including any content, on any other server or device;
- conduct or request that any other person conduct any load testing or penetration testing on the Boltzbit Platform;
- use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Boltzbit Platform or any related system or database;
- upload Content to, connect to, or use the Boltzbit Platform to engage in activities that may damage, interfere with, surreptitiously intercept or expropriate the Boltzbit Platform or any related system, database, or program (including through the use or transmission of viruses, Trojan horses, malware, worms, time bombs or bots; or
- use the Boltzbit platform in any way that is unlawful, illegal, fraudulent or harmful; or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
- Compliance. Customer shall:
- Suspension
- Boltzbit may stop offering its Services at any time in its sole discretion to the extent permitted by Applicable Law. In this case, we have the right to deactivate your Account and/or terminate this Agreement upon reasonable prior notice to you. If we terminate your Services before the end of the current billing term in such circumstances, you will be entitled to a pro rata refund of the unused Fees paid in respect of such Services. In no event will we be liable in any way for the discontinuation or disabling of the Services in such cases to the extent permitted by Applicable Law.
- Breaches and Suspension. If Boltzbit becomes aware that Customer’s use of the Services does not comply with this Agreement, Boltzbit will give Customer notice of such breach by requesting that Customer correct the breach. If Customer fails to correct such breach within 72 hours, or if Boltzbit is otherwise required by Applicable Law to take action, then Boltzbit may Suspend all or part of Customer’s use of the Services.
- Effects of Suspension. Any Suspension under this Section 8 will be to the minimum extent and for the shortest duration to, as applicable: (a) prevent or terminate the offending use, (b) prevent or resolve an emergency security issue, or (c) comply with Applicable Laws, following which Boltzbit will restore the Services.
- Intellectual Property Rights; Feedback; Brand Features
- Intellectual Property Rights. Except as expressly stated in this Agreement, the Customer will not own or acquire any right, title, or interest in or to Boltzbit IP under this Agreement.
- Open Source. Certain Repository Items may be made available by us under “open source” or “creative commons” or other similar licenses (collectively, “Open Source”). These Open Source Repository Items are labelled as such on the Boltzbit Platform. The Open Source license terms are not intended to be replaced or overridden by the license and other terms of these Terms; however, the limitations of liabilities, disclaimers, and this provision apply to any such Open Source. Nothing in these Terms limit your rights under, or grants you rights that supersede, the terms and conditions of any applicable Open Source license. If you use or make modifications to Open Source, you are solely responsible for complying with the applicable Open Source license.
- Reserved Rights. Subject to Section 8, nothing in this Agreement precludes or limits Boltzbit in any way from (i) providing materials or services that are similar to materials or services provided or contemplated in this Agreement, or (ii) developing deliverables or other materials or services that are similar to or compete with any materials or services developed as a result of this Agreement, regardless of their similarity to any materials developed under this Agreement. Boltzbit is free to use any general knowledge, skills, experience, concepts, processes, techniques, improvements, ideas, approaches, designs or other know-how used, developed or acquired by or on behalf of Boltzbit in the course of performance of this Agreement (even if similar to materials, products and Services provided hereunder) free from any use restriction or payment obligation. For the avoidance of doubt, but subject to this Agreement, including this Section 9 and Section 4.4, Boltzbit does not claim any rights to Customer’s Confidential Information or Customer Data due to this Agreement.
- Brand Features. Any use of a Party’s Brand Features will inure to the benefit of the Party holding Intellectual Property Rights to those Brand Features. A Party may revoke the other Party’s right to use its Brand Features with written notice to the other Party and a reasonable period to stop the use. Neither Party may display or use the other Party’s Brand Features in connection with this Agreement beyond what is allowed in this Agreement without the other Party’s prior written consent.
- Feedback. Boltzbit may make use of the Feedback without obligation to Customer. Under this Section, Customer assigns to Boltzbit all right, title, and interest in the Intellectual Property Rights in the Feedback.
- Analytics. To assist Boltzbit in maintaining and improving the Boltzbit Platform, Boltzbit may gather and analyze information about the usage of the Services. For example, it tracks and statistically evaluates how many visitors the Services have and what Repository Items are used most. Boltzbit does not track or collect any Personal Data (such as a name, email address, account number or billing information) for such purposes.
- Confidential Information
- Obligations. Subject to Section 10.2 (Disclosure of Confidential Information), the recipient will (subject to the rest of this Section 10.1) keep confidential and not disclose the other Party’s Confidential Information, except (in the case of Boltzbit) to employees, Affiliates, agents or professional advisors (“Delegates”) who need to know it and who have a legal obligation to keep it confidential. The recipient will use the Confidential Information only to exercise rights and fulfil obligations under this Agreement, while using reasonable care to protect it. The recipient will ensure that its Delegates are also subject to the same non-disclosure and use obligations.
- Disclosure of Confidential Information.
- General. Subject to Section 10.2 b (Notification) and notwithstanding any provision to the contrary in this Agreement, the recipient may disclose the other Party’s Confidential Information: (i) in accordance with a Legal Process or (ii) with the other Party’s written consent.
- Notification. Before the recipient discloses the other Party’s Confidential Information in accordance with a Legal Process, the recipient will use commercially reasonable efforts to promptly notify the other Party. Notice will not be given before disclosure if the recipient is informed: (i) by an individual authorised to act on behalf of the issuer of the Legal Process or the recipient’s legal advisor that it is legally prohibited from giving notice, or (ii) that the Legal Process relates to exceptional circumstances involving danger of death or serious physical injury to any person.
- Opposition. The recipient will comply with the other Party’s reasonable requests to oppose or limit disclosure of its Confidential Information.
- Term and Termination
- Agreement Term. Without prejudice to any other provision in this Agreement or more special terms in the Plan (such as minimum subscription terms), either Party may terminate this Agreement and the Services performed thereunder with 30 days’ notice to the end of a month. Cancelling your Account or terminating this Agreement does not exempt you from fulfilling any payment obligations already accrued.
- Termination. Boltzbit may immediately suspend performance of its obligations under, or terminate, this Agreement and/or a Plan if: (1) Customer: (a) is in material breach of this Agreement: (i) and, if that breach is curable, fails to cure that breach within 5 days after receipt of written notice; or (ii) more than 4 times, notwithstanding any cure of such breaches; or (2) it is required to do so in order to comply with Applicable Law.
- Effects of Termination. When this Agreement terminates or expires, then: (a) the rights granted under this Agreement by Boltzbit to the Customer regarding the Services will cease immediately (except as stated in this Section 11.3 (Effects of Termination) and Section 13.12 (Survival)); (b) Boltzbit will delete Customer Data unless retention thereof is required by Applicable Law.
- Limitation of Liability
- Notwithstanding any term to the contrary, nothing in this Agreement will exclude or limit either Party’s liability:
- for death or personal injury resulting from the negligence of either Party or in the case of Boltzbit, its servants, agents or employees;
- for fraud or fraudulent misrepresentation;
- for breach of any implied condition as to title or quiet enjoyment;
- for payment of sums properly due and owing to the other in the course of normal performance of this Agreement;
- for wilful misconduct (being a deliberate and wrongful act or omission by a Party that: (i) is made without prior consultation with, and without the consent of the other Party, and either (ii) (A) is done with an intent to do harm to the other Party, and (B) it knows in so acting it is committing, and intends to commit, a breach of contract, or (iii) it is reckless in the sense of not caring whether or not such act or omission constitutes a breach of contract); and
- for misuse (including unauthorized access or disclosure) of the other Party’s Confidential Information, resulting from a breach of Section 10 (Confidentiality Obligations); and
- for infringement of the other Party’s Intellectual Property Rights.
- If Boltzbit fails to comply with this Agreement, Boltzbit is responsible for loss or damage you suffer that is a foreseeable result of Boltzbit's breach of this Agreement or Boltzbit's negligence, but Boltzbit is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of Boltzbit's breach or if it was contemplated by you and Boltzbit at the time of entering into this Agreement.
- The Customer agrees not to use the Services for any commercial or business purposes and subject to Section 12.1, Boltzbit will not be liable under this Agreement (whether in contract, tort (including negligence) or otherwise) for any of the following losses suffered or incurred by the Customer (whether or not such losses were within the contemplation of the Parties at the date of this Agreement):
- loss of actual or anticipated profits (including loss of profits on contracts); or
- loss of business opportunity.
- Nothing in this Agreement affects your statutory rights. Advice about your statutory rights is available from your local Citizens' Advice Bureau or Trading Standards Office (or local equivalent).
- Subject to Sections 12.1, 12.2 and 12.3, Boltzbit’s total liability under or in connection with this Agreement (whether in contract, tort (including negligence) or otherwise), arising in any phase of this Agreement is limited to an aggregate amount not exceeding 100% of the total Fees paid and payable (including minimum payments committed to) to Boltzbit under this Agreement.
- Notwithstanding any term to the contrary, nothing in this Agreement will exclude or limit either Party’s liability:
- Miscellaneous
- Notices. All notices required to be given under this Agreement, including in relation to termination or breach, must be in English. Notices are effective upon receipt.
- Assignment. Customer may not assign any part of this Agreement without the written consent of Boltzbit. Any attempt to assign is void.
- Force Majeure. Boltzbit will not be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
- Subcontracting. Boltzbit may subcontract any of its obligations under this Agreement but will remain liable to Customer for any subcontracted obligations.
- No Agency. This Agreement does not create any agency, partnership or joint venture between the Parties.
- No Waiver. Boltzbit will not be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
- Severability. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of this Agreement will remain in effect.
- No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
- Governing Law. This Agreement is governed by English law and the Parties submit to the exclusive jurisdiction of the English courts in relation to any dispute (contractual or non-contractual) concerning this Agreement, but either Party may apply to any court for an injunction or other relief to protect its Intellectual Property Rights. As a consumer, if you are resident in the United Kingdom or the European Union and you access the Services in your country of residence: (a) you will benefit from any mandatory provisions of the law of the country in which you are resident; (b) you may bring any dispute which may arise under this Agreement to, at your discretion, either the competent court of England, or to the competent court of your country of habitual residence if this country of habitual residence is within the United Kingdom or the European Union, which courts are (with the exclusion of any other court) competent to settle any such a dispute; and (c) we will bring any dispute which may arise under this Agreement to the competent court of your country of habitual residence if this is within the United Kingdom or the European Union or otherwise the competent court of England. Nothing in this Agreement affects your rights as a consumer to rely on any mandatory provisions of your local law.
- Amendments. This Agreement may be changed only by a written agreement signed by an authorized agent of both Parties; this also applies to any amendment of this written and signing form requirement.
- Survival. The following Sections will survive expiration or termination of this Agreement: 5 (Payment Terms), 9 (Intellectual Property Rights; Feedback; Brand Features), 10 (Confidential Information), 11.3 (Effects of Termination), 12 (Limitation of Liability), 13 (Miscellaneous), and 14 (Definitions).
- Definitions
“Account” is the account that you will create on the website to access, use or purchase our Services.
“Affiliate” means any entity, which in relationship to an identified entity, directly or indirectly controls, is controlled by, or is under common control with the identified entity. “Control” means direct or indirect ownership or control of more than 50% of the voting interests of a legal entity.
“Applicable Laws” means: (a) any statute, regulation, by-law, ordinance or subordinate legislation in force from time to time to which a Party is subject; (b) any binding court order, judgment or decree; (c) any applicable industry code, policy or standard enforceable by law; in each case in any jurisdiction that is applicable to this Agreement.
“Boltzbit IP” means any and all Intellectual Property relating to the Services, the Boltzbit Platform and any Repository Item (except Open Source), including any underlying technology, template forms, logs, datasets, (including data set annotations and descriptions), models and designs.
“Brand Features” means each Party’s trade names, trademarks, logos, domain names, and other distinctive brand features.
“Confidential Information” means information that is marked as confidential or would normally be considered confidential information under the circumstances of disclosure or due to its nature. Customer Data is Customer’s Confidential Information. Confidential Information does not include information that (i) is independently developed by the recipient, (ii) is rightfully given to the recipient by a third party without confidentiality obligations, (iii) becomes public through no fault of the recipient, (iv) at the time of disclosure was already known to the receiving party.
“Content” means any material including but not limited to code, data, files, artifacts, text, graphics, images, applications, or software you, we, or any third party provide or make available.
“Customer Content” means Content and Customer Data that you post, publish, display or otherwise make available on or via the Boltzbit Platform. Customer Content may also include output generated by you in your Customer Repository when applying the Services to your Customer Data.
“Customer Data” means any data Customer uploads to its Customer Repository for the purpose of developing, building, training, testing, evaluating or deploying any machine learning model or otherwise making use of the Services. It does not include Feedback.
“Customer-Specific Output” means data (including data set annotations and descriptions), reports, logs and models generated by Customer making use of the Services based on Customer Data, provided that it does not include Boltzbit IP or constitutes a Derivative Work of Boltzbit IP.
“Derivative Work” means: (i) a work based upon one or more pre-existing works; and (ii) all improvements, modifications, alterations, adaptations, enhancements and new versions of any technology.
“Feedback” means feedback or suggestions about the Services provided to Boltzbit by Customer.
“Fees” means the fees set out in the Agreement or the applicable Plan for the provision of the Services.
“High Risk Activities” means any activities defined as prohibited artificial intelligence practice or as high-risk uses of artificial intelligence systems under European artificial intelligence legislation.
“Intellectual Property” means anything protectable by an Intellectual Property Right.
“Intellectual Property Rights” means current and future worldwide (i) rights under patent, copyright, trade mark, or moral rights laws, (ii) design rights, (iii) rights in or relating to databases, (iv) rights in relation to domain names, and other similar rights (registered or unregistered).
“Legal Process” means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.
“Party” means each of Boltzbit and the Customer, and “Parties” means Boltzbit and the Customer together.
“Personal Data” means any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, e-mail address, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
“Plan” means the plan purchased by Customer in connection with this Agreement (either online or as annex to this Agreement), identifying the Services in more details, for example regarding available storage volume.
“Premium Customer” means where Customer pays for access to the Services.
“Repository Item” means any Content made available by Boltzbit on the Boltzbit Platform to Customers for use in their Customer Repository.
“Services” has the meaning given in Section 1.
“Suspend” or “Suspension” means disabling access to or use of the Services or components of the Services.
“Term” has the meaning given in Section 11.1 (Agreement Term).
