Terms of Service
Last updated: May 4, 2026
Please read these platform terms (“Platform Terms”) carefully before using the services offered by Cabos, inc. And/or one or more of its affiliates (“Cabos”). By (1) mutually executing one or more order forms with Cabos which reference these Platform Terms (each, an “Order Form”), (2) clicking a box indicating acceptance, or (3) using the services, you (“Customer”) agree to be bound by these Platform Terms (together, with all order forms, the “Agreement”) to the exclusion of all other Platform Terms. In addition, any online order form which you submit via Cabos’s standard online process and which is accepted by Cabos shall be deemed to be mutually executed. 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 Platform 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 Platform Terms, such individual must not accept this agreement and may not use the services.
If you are using Free Services or the Standard Services, the applicable provisions of this agreement shall govern those Free Services or the Standard Services. If you are using the services as an authorized user, your use of the services shall be governed by Cabos’s User Terms rather than these Platform Terms.
1. Definitions.
- 1.1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
- 1.2. “Authorized User” means Customer’s employees, consultants, contractors, and agents: (i) who are authorized by Customer to access and use the Services under this Agreement; and (ii) for whom access to the Services has been purchased hereunder.
- 1.3. “Business Contact Data” means Personal Data that relates to Cabos’s relationship with Customer, including, by way of example and without limitation, the names and contact information of Authorized Users and any other data Cabos collects for the purpose of managing its relationship with Customer, identity verification, or as otherwise required by applicable laws, rules, or regulations.
- 1.4. “Client-Side Software” means any software in source or object code form that Cabos makes available to Customer for use in connection with the Services.
- 1.5. “Enterprise Services” means the Services that Cabos makes available to Customer under its “Enterprise Tier” or “Business Tier” as set forth in an Order Form.
- 1.6. “Free Services” means the Services that Cabos makes available to Customer free of charge.
- 1.7. “Cabos IP” means the Services, the Client-Side Software, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Cabos IP includes Business Contact Data, Usage Data, and any information, data, or other content derived from Cabos’s provision of the Services but does not include Customer Data.
- 1.8. “Customer Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services; provided that, for purposes of clarity, Customer Data as defined herein does not include Business Contact Data and Usage Data.
- 1.9. “Documentation” means Cabos’s end user documentation relating to the Services provided by or on behalf of Cabos to Customer in writing.
- 1.10. “Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby.
- 1.11. “Professional Services” means training, migration, implementation, integration, or other professional services that are memorialized in writing in a Statement of Work and provided to Customer in connection with its use of the Services hereunder.
- 1.12. “Sensitive Data” means: (i) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (ii) protected health information as defined in the Health Insurance Portability and Protection Act, as amended (“HIPAA”); (iii) payment cardholder information or financial account information, including bank account numbers or other personally identifiable financial information; (iv) social security numbers, driver’s license numbers, or other government identification numbers; (v) other information subject to regulation or protection under specific laws such as the Children’s Online Privacy Protection Act (“COPPA”) or the Gramm-Leach-Bliley Act (“GLBA”), in each case as amended, or related rules or regulations; or (vi) any data similar to the above protected under applicable laws, rules, or regulations.
- 1.13. “Services” means the Cabos product(s) and/or service(s) specified in applicable Order Form(s), and as made available to Authorized Users from time to time.
- 1.14. “Standard Services” means the individual licenses to the Services that Cabos makes available to Customer under a non-enterprise tier.
- 1.15. “Statement of Work” means a written statement of work for Professional Services executed by both parties that incorporates this Agreement by reference.
- 1.16. “Third Party Integrations” means any third-party products provided with, integrated with, or incorporated into the Services.
- 1.17. “Third Party Models” means any artificial intelligence or machine learning algorithm, program or other model, including any large language model, developed or operated by a third party and used in connection with the Services.
- 1.18. “Usage Data” means usage data collected and processed by Cabos in connection with Customer’s use of the Services including without limitation data used to identify the source and destination of a communication, activity logs, and data used to optimize and maintain performance of the Services and to investigate and prevent system abuse.
- 1.19. “Usage Limitations” means the usage limitations set forth in this Agreement and the Order Form, including without limitation any limitations on the number of Authorized Users (if any), and the applicable product, pricing, and support tiers agreed-upon by the parties.
2. Access and Use.
- 2.1 Order Forms; Access to the Services - Upon mutual execution, each Order Form is incorporated into this Agreement. Subject to Customer’s compliance with all terms (including any Usage Limitations), Cabos grants Customer a non‑exclusive, limited, non‑sublicensable, non‑transferable (except under Section 11) right during the Subscription Period to internally access and use the Services for Customer’s business purposes, only as set forth in the Documentation and the applicable Order Form. This includes a limited license to install any Client‑Side Software solely in support of authorized use. Each Authorized User must use a unique account and may not share credentials. Customer is responsible for all acts and omissions of its Authorized Users. Any processing of Google Workspace user data under this Section is limited to what is strictly necessary to deliver the user‑requested functionality and remains subject to the Google API Services User Data Policy (Limited Use).
- 2.2 Free Services - Use of Free Services is governed by this Agreement. Free Services are provided without charge up to the limits described in the Documentation; usage beyond those limits requires a paid subscription. Cabos may terminate or suspend Free Services in its sole discretion and without prior notice. If Cabos terminates Customer’s Free Services account (except as required by law), Cabos will provide a reasonable opportunity to export Customer Data. Google Workspace user data processed in Free Services is handled only on a per‑user basis to provide the requested functionality and is never transferred to third‑party AI/ML services nor used to train generalized models. The Free Services are provided “as is” with no warranties. Cabos has no indemnification obligation nor liability for Free Services except to the extent such exclusion is unenforceable, in which case Cabos’s liability will not exceed USD 100. Cabos and its licensors do not warrant that (a) the Free Services will meet Customer’s requirements, (b) operation will be uninterrupted, timely, secure or error‑free, or (c) data provided through Free Services will be accurate. Notwithstanding anything in the “Limitation of Liability” section, Customer is fully liable for any damages arising from its use of the Free Services, any breach of this Agreement, or any of Customer’s indemnification obligations hereunder.
3. Cabos Obligations.
- 3.1 Implementation. Upon payment of any applicable fees set forth in an Order Form, Cabos will use commercially reasonable efforts to provide the standard implementation assistance identified in that Order Form (“Implementation Assistance”). If Implementation Assistance requires Cabos to access Google Workspace user data on Customer’s behalf, such access and processing will occur only within Cabos’s controlled environment and solely as necessary to deliver the requested functionality, in full compliance with the Google API Services User Data Policy (Limited Use). If Cabos provides Implementation Assistance in excess of any agreed‑upon estimate, or if Customer requests additional services not listed in the Order Form, Customer will pay Cabos at Cabos’s then‑current hourly consulting rates.
- 3.2 Service Updates. From time to time, Cabos may provide upgrades, patches, enhancements or fixes for the Services (“Updates”) at no additional charge, and such Updates become part of the Services and are subject to this Agreement. Cabos reserves the right to improve or modify the Services at any time, provided that (i) Cabos will not make changes that materially degrade the overall security or functionality of the Services, and (ii) Cabos will ensure that all Updates remain compliant with the Google API Services User Data Policy (Limited Use). Cabos will use commercially reasonable efforts to give Customer prior notice of any material change that could affect Customer’s use of the Services.
- 3.3 Professional Services. Cabos may perform additional implementation, migration, integration, training or other professional services (“Professional Services”) as described in an Order Form or Statement of Work. Customer will provide Cabos with reasonable cooperation, materials and access needed to perform the Professional Services. Any access to Google Workspace user data during Professional Services will be limited to what is strictly necessary to deliver the requested service and will comply with the Google API Services User Data Policy (Limited Use). Subject to any limitations in the relevant Order Form or Statement of Work, Customer will reimburse Cabos’s reasonable travel and lodging expenses incurred in providing Professional Services. Unless otherwise agreed in writing, any software code, configuration scripts or other work product created by Cabos in the course of delivering Professional Services (“Work Product”) will be owned solely by Cabos and may be used by Customer only in connection with its authorized use of the Services; provided that Work Product will not include, and will not incorporate in identifiable form, any Google Workspace user data.
4. Proprietary Rights and Licenses; Restrictions.
- 4.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Cabos, its Affiliates, and its licensors reserve all of their right, title and interest in and to the Cabos IP. No rights are granted to Customer hereunder other than as expressly set forth herein.
- 4.2. License by Customer to Use Feedback. Customer grants to Cabos and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Authorized Users relating to the operation of the Cabos’s or its Affiliates’ services.
- 4.3. Authorized Users; Customer Systems. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services and shall cause Authorized Users to comply with such provisions. Further, Customer has and will retain sole responsibility for: (i) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (ii) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party platforms or service providers (“Customer Systems”); (iii) the security and use of Customer’s and its Authorized Users’ access credentials; and (iv) all access to and use of the Services directly or indirectly by or through the Customer Systems or its Authorized Users’ access credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.
- 4.4. Use Restrictions. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Services; (iii) copy, rent, lease, distribute, pledge, assign, sublicense, publish, or otherwise transfer or encumber rights to the Services; (iv) use the Services for the benefit of a third party or make the Services available to any third party; (v) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (vi) use the Services to build an application or product that is competitive with any Cabos product or service; (vii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (viii) bypass any measures Cabos may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Service); or (ix) use the Services for any activity where use or failure of the Services could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control. Customer is responsible for all of Customer’s activity in connection with the Services including but not limited to uploading Customer Data onto the Services. Customer (a) shall use the Services in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Services (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws which, for clarity, includes laws governing the monitoring or recording of conversations (“Recording Laws”)), (b) shall not use the input, upload, transmit or otherwise provide any information or materials, including Customer Data, that contain, transmit, or activate any Harmful Code, and (c) shall not use the Services in a manner that violates any third party intellectual property, contractual or other proprietary rights.
- 4.5. License and Control of Customer Data. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual‑property rights therein. Customer, not Cabos, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and intellectual‑property ownership or right to use of all Customer Data (including compliance with all applicable Recording Laws). Customer represents and warrants that it has all rights and/or consents necessary to provide the Customer Data to Cabos as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third‑party rights (including, without limitation, intellectual‑property rights and rights of privacy). Customer hereby grants to Cabos a non‑exclusive, royalty‑free, worldwide license to reproduce, distribute and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Cabos to provide the Services, and a non‑exclusive, perpetual, irrevocable, royalty‑free, worldwide license to reproduce, distribute, modify and otherwise use and display Customer Data incorporated within Business Contact Data and Usage Data provided that Cabos shall not (and shall not authorize any third party to) use any Customer Data to train, develop or improve any Cabos or third‑party artificial‑intelligence or machine‑learning model, except on a strictly per‑user basis where the resulting personalization or insight is accessible only to that same user and never pooled across users or made available to any third party.
- 4.5.1 Aggregated De‑Identified Data. “Aggregated De‑Identified Data” means data submitted to, collected by or generated by Cabos in connection with Customer’s or an Authorized User’s use of the Services but only in aggregate, de‑identified form which can in no way be linked specifically to Customer or an Authorized User. Customer expressly grants Cabos permission to use and modify (but not disclose) Customer Data for the purpose of generating Aggregated De‑Identified Data — excluding any Google Workspace user data or derivatives thereof — that Cabos may use solely for its internal business purposes of improving, testing and operating Cabos products and services (e.g., service diagnostics, security, performance tuning). Aggregated De‑Identified Data will not be used to train generalized AI/ML models, nor will it be shared with third parties for advertising or analytics.
- 4.6 “Aggregated De‑Identified Data” means data submitted to, collected by, or generated by Cabos in connection with Customer’s or an Authorized User’s use of the Services, but only in aggregate, de‑identified form that cannot reasonably be linked to Customer, any Authorized User, or any individual. Customer expressly grants Cabos permission to use and modify (but not disclose) Customer Data for the purpose of generating Aggregated De‑Identified Data, excluding any Google Workspace user data or derivatives thereof, unless such derivatives remain subject to the Google API Services User Data Policy (Limited Use) and are processed only on a per‑user basis. Cabos may use, retain and make available such Aggregated De‑Identified Data solely for Cabos’s internal business purposes of improving, testing and operating Cabos’s products and services (e.g., diagnostics, security, performance optimization). Aggregated De‑Identified Data will not be used to train, develop or improve any generalized or non‑personalized artificial‑intelligence or machine‑learning model, nor will it be shared with third parties for advertising, generalized analytics or similar purposes.
- 4.7 Customer acknowledges that (i) certain features of the Services may interoperate with software, applications or services provided by third parties (“Third‑Party Integrations”); (ii) the continued availability of such integrations may depend on Cabos’s or Customer’s ability to access the applicable Third‑Party Integration; and (iii) revocation of permissions or failure to maintain required accounts, credentials or APIs may result in suspension or interruption of the relevant functionality. Customer represents and warrants that it has, and will maintain, all rights, licenses, permissions and consents necessary for Cabos to access and transmit data other than Google Workspace user data to and from any Third‑Party Integration on Customer’s behalf. Google Workspace user data (or any derivative thereof) will be transmitted to a Third‑Party Integration only when (a) such transmission is strictly necessary to deliver the user‑requested functionality inside Cabos, (b) the third‑party provider acts solely as a data‑processor on Cabos’s behalf, and (c) the transfer and subsequent processing fully comply with the Google API Services User Data Policy, including the Limited Use requirements. Customer is solely responsible for (1) obtaining and maintaining any rights required to use a Third‑Party Integration, (2) complying with the terms and conditions imposed by the third‑party provider, and (3) any exchange of data or other interaction between Customer and such provider. To the fullest extent permitted by law, Customer shall indemnify, defend and hold harmless Cabos from all claims, damages and liabilities arising out of Customer’s use of any Third‑Party Integration. Cabos makes no representations or warranties with respect to any Third‑Party Integration and does not guarantee that any particular integration will continue to be supported. Cabos may suspend or discontinue support for a Third‑Party Integration without liability if continued integration would violate applicable law or the Google API Services User Data Policy, or if the third‑party provider ceases to make the integration available on reasonable terms.
- 4.8 The Services may provide optional access to artificial‑intelligence or machine‑learning models that are developed, hosted or operated by third parties (“Third‑Party Models”). Cabos exercises commercially reasonable diligence when selecting and integrating such models, but does not control their training, hosting, datasets or ongoing maintenance and therefore cannot guarantee their suitability, accuracy, quality, security, legality or reliability. Any output generated by a Third‑Party Model (“AI Output”) may contain errors, omissions or statements that are incomplete or inaccurate. Before relying on any AI Output, Customer and its Authorized Users must independently validate its accuracy and suitability for their intended purpose, and they bear sole responsibility for any reliance placed on such AI Output. Customer agrees that Cabos shall have no liability for any loss or damages arising from or related to Third‑Party Models or AI Outputs, and shall defend, indemnify and hold harmless Cabos from any claims, damages or liabilities related thereto. Third‑Party Models may be subject to additional terms and conditions presented to Customer through the Services, and Customer is solely responsible for complying with those terms. Cabos does not transmit Google Workspace user data (or any derivative thereof) to any Third‑Party Model provider, nor does Cabos use such data to train, fine‑tune or otherwise improve any Third‑Party Model. Any permissible use of Google Workspace user data in conjunction with a Third‑Party Model is limited to processing that occurs strictly within Cabos’s environment on a per‑user basis and remains subject to the Google API Services User Data Policy (Limited Use). For clarity, the warranties and indemnities provided by Cabos elsewhere in this Agreement do not apply to Third‑Party Models or their outputs.
- 4.9. Open Source Components. Certain aspects of the Services, such as the Client-Side Software, may contain or be distributed with open source software code or libraries (“Open Source Components”). Cabos will provide a list of Open Source Components for a particular version of any distributed portion of the Services, such as the Client-Side Software, on Customer’s request. To the extent required by the license applicable to such Open Source Components: (i) Cabos will use reasonable efforts to deliver to Customer any notices or other materials (such as source code); and (ii) the terms of such licenses will apply to such Open Source Components in lieu of the terms of this Agreement. To the extent the terms of such licenses prohibit any of the restrictions in this Agreement with respect to any particular Open Source Component, such restrictions will not apply to such Open Source Component. To the extent the terms of such licenses require Cabos to make an offer to provide source code or related information in connection with the Open Source Component, such offer is hereby made. For purposes of clarity, Open Source Components are Third Party Integrations as defined in this Agreement.
5. Payment.
- 5.1. Fees. Customer will pay all fees specified in Order Forms or as other set forth on Cabos’s https://www.cabos.ai/pricing (“Fees”). Except as otherwise specified herein or in an Order Form, (a) fees are based on Services subscriptions purchased and not actual usage, (b) payment obligations are non-cancelable and fees paid are non-refundable, and (c) quantities purchased cannot be decreased during the relevant Subscription Period.
- 5.2. Invoicing and Payment. If Customer pays online via credit or debit card, Customer agrees to be bound by the Stripe, Inc. Services Agreement available at https://stripe.com/us/legal. Customer will provide Cabos with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Cabos. If Customer provides credit card information to Cabos, Customer authorizes Cabos to charge such credit card for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in the “Term of Subscriptions” section below. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, Cabos will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due net thirty (30) days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Cabos and notifying Cabos of any changes to such information.
- 5.3. Overdue Charges. If any invoiced amount is not received by Cabos by the due date, then without limiting Cabos’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) Cabos may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above.
- 5.4. Suspension of Services and Acceleration. If any charge owing by Customer under this or any other agreement for Services is thirty (30) days or more overdue, (or ten (10) or more days overdue in the case of amounts Customer has authorized Cabos to charge to Customer’s credit card), Cabos may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, Cabos will give Customer at least ten (10) days’ prior notice that its account is overdue, in accordance with the “Notices” section below for billing notices, before suspending services to Customer.
- 5.5. Overages. If Customer exceeds any Authorized User or usage limitations set forth on an Order Form, then (i) Cabos shall invoice Customer for such additional users or usage at the overage rates set forth on the Order Form (or if no overage rates are set forth on the Order Form, at Cabos’s then-current standard overage rates for such usage), in each case on a pro-rata basis from the first date of such excess usage through the end of the applicable Subscription Period, and (ii) if the Subscription Period renews (in accordance with Section 8 below), such new Subscription Period shall include the additional fees for such excess Authorized Users and usage.
- 5.6. Payment Disputes. Cabos will not exercise its rights under the “Overdue Charges” or “Suspension of Service and Acceleration” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
- 5.7. Taxes. Cabos’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Cabos has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Cabos will invoice Customer and Customer will pay that amount unless Customer provides Cabos with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Cabos is solely responsible for taxes assessable against it based on its income, property and employees.
6. Confidential Information.
- 6.1 Confidential Information. From time to time during the Subscription Period, either party (“Disclosing Party”) may disclose or make available to the other party (“Receiving Party”) information about its business affairs, products, confidential intellectual property, trade secrets, third‑party confidential information and other sensitive or proprietary information, whether orally or in written, electronic or other form or media, that (i) is marked, designated or otherwise identified as “confidential” (or similar) at the time of disclosure or within a reasonable period thereafter, or (ii) would be considered confidential by a reasonable person in light of the nature of the information and the circumstances of disclosure (collectively, “Confidential Information”). Confidential Information of Cabos includes the terms and conditions of this Agreement and all Order Forms (including pricing). All Google Workspace user data and any derivatives thereof are deemed Confidential Information of Customer and remain subject to the Google API Services User Data Policy (Limited Use), regardless of whether they are marked as confidential. Confidential Information does not include information that, at the time of disclosure, (a) is in the public domain; (b) is known to the Receiving Party without restriction at the time of disclosure; (c) is rightfully obtained by the Receiving Party on a non‑confidential basis from a third party; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
- 6.2 Duty. The Receiving Party shall (i) use the Disclosing Party’s Confidential Information solely to perform its obligations and exercise its rights under this Agreement; (ii) not disclose the Disclosing Party’s Confidential Information to any person or entity except the Receiving Party’s employees, contractors and agents (“Representatives”) who have a strict need to know such information for the purposes of this Agreement and are bound by confidentiality obligations at least as protective as those herein; and (iii) protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance, but not less than reasonable care. For Confidential Information that constitutes Google Workspace user data, the Receiving Party will additionally ensure that any Representative (a) processes such data only as permitted under the Google API Services User Data Policy (Limited Use) and (b) is contractually bound to comply with that policy. Notwithstanding the foregoing, either party may disclose Confidential Information: (A) to the limited extent required to comply with a valid court order, subpoena or other governmental request, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent legally permitted) and reasonably cooperates in seeking a protective order; or (B) as reasonably necessary to establish its rights under this Agreement, including in connection with enforcing the Agreement or making required court filings.
- 6.3 Effect of Termination or Expiration. Upon expiration or termination of this Agreement, the Receiving Party shall promptly (a) return to the Disclosing Party all copies of the Disclosing Party’s Confidential Information, or (b) destroy all such copies and certify in writing that it has done so, except that the Receiving Party may retain one archival copy solely for compliance or legal purposes, subject to the confidentiality obligations set forth herein. The Receiving Party’s obligations of non‑use and non‑disclosure of Confidential Information commence on the Effective Date and continue for three (3) years after termination or expiration of this Agreement; provided, however, that with respect to any Confidential Information that constitutes a trade secret (or Google Workspace user data), such obligations survive indefinitely for so long as the information remains a trade secret or is required to be protected under the Google API Services User Data Policy (Limited Use).
7. Data Security; Processing of Personal Information.
- 7.1 Security Measures. Cabos shall use commercially reasonable efforts, consistent with industry standards, to maintain the security and integrity of the Services and Customer Data. This includes (i) encryption in transit (TLS 1.2 or higher) and at rest (AES‑256 or equivalent) for all Google Workspace user data, (ii) role‑based access controls and least‑privilege principles, and (iii) periodic security reviews of Cabos’s infrastructure and sub‑processors. Cabos is not responsible for unauthorized access to Customer Data or misuse of the Services unless such access results from Cabos’s gross negligence or willful misconduct.
- 7.2 Processing of Personal Data. Cabos’s rights and obligations with respect to Personal Data that Cabos collects directly from individuals are set forth in Cabos’s Privacy Policy. All processing of Google Workspace user data is further subject to the Google API Services User Data Policy (Limited Use).
- 7.3 No Sensitive Data. Customer acknowledges that (i) the Services are not designed to store Sensitive Data; and (ii) Customer will not submit, post or transmit Sensitive Data—including any Google Workspace user data outside the scopes required for the requested feature—through the Services.
- 7.4 Business Contact Data and Usage Data. Notwithstanding anything to the contrary in this Agreement, Cabos may process Business Contact Data and Usage Data for the following internal purposes: (i) relationship management; (ii) core business operations (accounting, audits, tax, compliance); (iii) monitoring, investigation and prevention of fraud, security incidents and misuse; (iv) identity verification; and (v) compliance with applicable laws and regulations. Cabos may also process Usage Data to monitor, maintain and optimize the Services. Usage Data derived from Google Workspace user data remains subject to the Limited Use requirements and will not be used for advertising, generalized analytics or AI/ML model training, nor shared with third parties. Except as limited above, all right, title and interest in and to Business Contact Data and Usage Data are owned solely and exclusively by Cabos.
8. Term; Termination.
- 8.1. Term of Agreement. This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated (“Term”).
- 8.2. Term of Subscriptions. The term of each subscription shall be as specified in the applicable Order Form (“Subscription Period”). Except as otherwise specified in an Order Form, Subscription Periods will automatically renew for additional one year terms, unless either party gives the other written notice (email acceptable) at least thirty (30) days before the end of the relevant Subscription Period. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at Cabos’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Services has decreased from the prior Subscription Period will result in re-pricing at renewal without regard to the prior Subscription Period’s per-unit pricing.
- 8.3. Termination. A party may terminate this Agreement for cause (a) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Cabos may terminate this Agreement, effective on written notice to Customer, if Customer: (i) fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Cabos’s delivery of written notice thereof; or (ii) breaches any of its obligations under Section 4.4 (Use Restrictions) or Section 7 (Confidential Information).
- 8.4. Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with the “Termination” section above, Cabos will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Cabos in accordance with the “Termination” section above, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees payable to Cabos for the period prior to the effective date of termination.
- 8.5. Suspension. Notwithstanding anything to the contrary in this Agreement, Cabos may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) Cabos reasonably determines that (a) there is a threat or attack on any of Cabos IP; (b) Customer’s or any Authorized User’s use of Cabos IP disrupts or poses a security risk to Cabos IP or to any other customer or vendor of Cabos; (c) Customer, or any Authorized User, is using Cabos IP for fraudulent or illegal activities; (d) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (e) Cabos’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; or (f) any Customer Data submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services may infringe or otherwise violate any third party’s intellectual property or other rights; (ii) any vendor of Cabos has suspended or terminated Cabos’s access to or use of any Third Party Integrations required to enable Customer to access the Services; or (iii) Customer’s account is more than ten (10) days past due as further set forth in Section 6.4 (any such suspension due to Customer’s failure to pay applicable Fees, a “Services Suspension”). Cabos shall use commercially reasonable efforts to provide written notice of any Services Suspension to Customer and to provide updates regarding resumption of access to the Services following any Services Suspension. Cabos shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. Cabos will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Services Suspension.
- 8.6. Survival. The following provisions of this Agreement shall survive termination: “Free Services,” “Fees and Payment,” “Proprietary Rights and Licenses; Restrictions,” “Confidentiality,” “Disclaimers,” “Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Survival,” and “General Provisions.”
9. Indemnification.
- 9.1. Cabos Indemnification. Cabos shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any claim, suit, action, or proceeding brought by an unaffiliated third party (“Third Party Claim”) against Customer alleging that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights; provided that Customer promptly notifies Cabos in writing of the claim, cooperates with Cabos, and allows Cabos sole authority to control the defense and settlement of such claim. If such a claim is made or appears possible, Customer agrees to permit Cabos, at Cabos’s sole discretion: to (i) modify or replace the Services, or component or part thereof, to make it non-infringing; or (ii) obtain the right for Customer to continue use. If Cabos determines that neither alternative is reasonably commercially available, Cabos may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. This Section 9.1 will not apply to the extent that the alleged infringement arises from: (a) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Cabos or authorized by Cabos in writing; (b) modifications to the Services not made by Cabos; (c) Customer Data; or (d) Third Party Integrations. Notwithstanding anything to the contrary herein, Cabos shall have no obligation under this Section 10 with respect to the Standard Services or Free Services.
- 9.2. Customer Indemnification. Customer shall indemnify, hold harmless, and, at Cabos’s option, defend Cabos from and against any Losses resulting from any Third Party Claim alleging that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property or other rights and any Third Party Claims based on Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; or (iii) use of the Services in combination with data, software, hardware, equipment or technology not provided by Cabos or authorized by Cabos in writing; in each case, provided that Customer may not settle any Third Party Claim against Cabos unless Cabos consents to such settlement in writing, and further provided that Cabos will have the right, at its option, to defend itself against any such Third Party Claim or to participate in the defense thereof by counsel of its own choice.
- 9.3. Sole Remedy. THIS SECTION 9 SETS FORTH CUSTOMER’S SOLE REMEDIES AND Cabos’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
10. Representations, Warranties, Exclusive Remedies and Disclaimers.
- 10.1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
- 10.2. Cabos Warranties. Cabos warrants that during an applicable Subscription Period (a) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) Cabos will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) Cabos will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections above.
- 10.3. Disclaimers. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. Cabos MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER PLATFORM, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. FREE SERVICES AND STANDARD SERVICES ARE PROVIDED “AS IS” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
11. Limitation of Liability.
EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER’S BREACH OF SECTION 4, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, BREACH OF DATA OR SYSTEM SECURITY, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING); OR (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), IN EACH CASE REGARDLESS OF WHETHER Cabos WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL Cabos’S AGGREGATE LIABILITY FOR ANY DIRECT DAMAGES ARISING OUT OF RELATED TO THIS AGREEMENT EXCEED (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO Cabos HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.
12. General Provisions.
- 12.1. Entire Agreement. This Agreement (including all Order Forms, Statements of Work, the Data Processing Addendum and, where applicable, the Google API Services User Data Policy (Limited Use)) constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications, whether oral, written or electronic. Any term or condition in a Customer purchase order or other non‑Cabos documentation (excluding Order Forms) is void. In case of conflict, the order of precedence is: (1) the applicable Order Form, (2) this Agreement, (3) the Data Processing Addendum and Google API Services User Data Policy (Limited Use), (4) the Application Terms, and (5) the Documentation. Section headings are for convenience only and do not affect interpretation.
- 12.2. Export Regulation. The Services may incorporate software or technology subject to U.S. export‑control laws. Customer will not export, re‑export or release any part of the Services to a jurisdiction prohibited by law and will obtain all required export licenses. Customer shall not provide Google Workspace user data to any person or entity in a sanctioned jurisdiction.
- 12.3. US Government Rights. Each of the Documentation and the software components that constitute the Services are a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
- 12.4. Notices. All legal notices (“Notices”) to Cabos must be in writing and delivered by hand, certified mail, or overnight courier to: Cabos, LLC. 808 Sonia Way, Mountain View, California 94040 Email: hello@cabos.ai Telephone: +1-650-265-8013
Notices are effective on (a) receipt if delivered by hand, (b) the second business day after mailing, or (c) the day sent by email (excluding termination or indemnifiable claims, which require physical delivery). Billing and routine notices to Customer will be sent to the billing or system‑admin contacts designated by Customer.
- 12.5 Modifications and Amendments. Except for users of Standard or Free Services (as provided below), no amendment or waiver is effective unless in writing and signed by both parties. For Standard or Free Services, Cabos may update this Agreement by posting a revised version and notifying Customer by email or other reasonable means; continued use of the Services constitutes acceptance.
- 12.6 Force Majeure. Except for payment obligations, neither party is liable for delay or failure caused by events beyond its reasonable control (e.g., natural disasters, war, terrorism, internet outages, strikes, government actions).
- 12.7 Assignment. Neither party may assign this Agreement without the other’s consent, except to a successor in interest that acquires substantially all assets related to this Agreement. Cabos may engage subcontractors, provided Cabos remains responsible for their compliance.
- 12.8 Publicity. Customer permits Cabos to display Customer’s name and logo as a customer reference on Cabos’s website and marketing materials, provided that such use does not reveal any Google Workspace user data or other Confidential Information.
- 12.9 Relationship of the Parties. The parties are independent contractors; nothing in this Agreement creates an agency, partnership, joint venture or employment relationship.
- 12.10 Severability. If any provision is held unenforceable, it will be reformed only to the extent necessary to make it enforceable, and the remaining provisions will remain in effect.
- 12.11 Waiver. Failure to enforce any provision is not a waiver of that provision or any other provision.
- 12.12 Dispute Resolution and Arbitration. The parties will first attempt to resolve disputes through good‑faith negotiations. Unresolved disputes will be settled by binding arbitration in Mountain View, California, under the JAMS Streamlined Arbitration Rules (English language) before one arbitrator experienced in IP and commercial contracts. Judgment on the award may be entered in any court of competent jurisdiction. For Free‑Services users, Cabos will pay arbitration fees for claims under USD 75,000, and such users may opt out within 30 days of first acceptance by written notice to the address in Section 12.5. All claims must be arbitrated on an individual basis; class actions are waived.
- 12.13 Injunctive Relief. Either party may seek injunctive or equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation or violation of its intellectual‑property rights.
- 12.14 Exclusive Venue. If the arbitration agreement is unenforceable, the parties agree to the exclusive jurisdiction and venue of the state and federal courts located in Mountain View, California (other than small‑claims matters).