Legal
Terms of Use
Plotly Services Terms of Use
Please click here to view the previous version of our Terms of Use.
Plotly Technologies Inc.
December 8th, 2025
These Terms of Use govern your access to and use of Plotly Studio, Plotly Cloud and Dash Enterprise (collectively "Plotly Services").
These Terms of Use limit Plotly's liability and obligations to you, impose certain obligations on you, allow Plotly to suspend or terminate your access to and use of the Plotly Service, and provide you with other important information with respect to the provision and use of the Plotly Service.
You agree that by signing up to use the Plotly Service and registering as a user or by using the Plotly Service ("you", "User," or "Customer"), you are entering into a legally binding agreement with Plotly Technologies Inc. ("we," "us," "our," and "Plotly").
BY (1) CLICKING A BOX INDICATING ACCEPTANCE, OR (2) EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS OF USE, YOU ARE ACCEPTING 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 USE PLOTLY SERVICES.
For good and valuable consideration, the Parties agree to the following:
1. Definitions
a. "Affiliate" means, for any party to this Agreement, any person, partnership, joint venture, corporation or other entity which directly or indirectly controls, is controlled by, or is under common control with such Party, where "control" (or variants of it) means the ability to direct the affairs of another through ownership, contract or otherwise.
b. "Applicable Law" means any local, state, provincial, federal and foreign laws or orders of any governmental or regulatory authority applicable to the provision of the Plotly Services and the Customer's use thereof, including but not limited to data protection and privacy laws.
c. "Customer Data" means any files, data sets, images, documents, or similar material submitted or uploaded to the Plotly Services by the Customer and (b) Customer-specific output generated from the use of any Plotly Services created by Customer-owned data.
d. "Documentation" means the Documentation for the Plotly Services, as applicable, available from Plotly's website.
e. "Fees" means any applicable Plotly Services license or subscription Fee and applicable duties, levies, and taxes associated with such fees.
f. "Generated Output" means any data, visualizations, analysis, or other content generated by the Plotly Services in response to a User's prompts or submission of Customer Data. Generated Output does not include the underlying Plotly Services or Plotly IP.
g. "Intellectual Property" or "IP" means all intellectual property provided by Plotly to Customer or any User in connection with the Agreement, Order Form.
h. "Order Form" means each order form entered by the Parties for Plotly Services. Order Forms may be submitted and accepted electronically.
i. "Party" or "Parties" means Plotly or Customer, as the case may be.
j. "User" means Customer's employees, consultants, contractors, and agents that Customer authorizes to access and use Plotly Services.
2. Use of Plotly Services
a. Use. Plotly Services are purchased as subscriptions for a term, as outlined in an invoice or Order Form. Subscriptions for Plotly Services may be added during a subscription term at the same pricing as the underlying subscription, prorated for the portion of the subscription term remaining as of the date of addition. Any added subscriptions will terminate on the same date as the underlying subscriptions. The Customer agrees that its Plotly Services subscriptions are not contingent upon the delivery of any future functionality or features, nor are they dependent on any oral or written public comments made by Plotly regarding future functionality or features.
b. Usage Limits. Plotly Services are subject to usage limits. If Customer exceeds a contractual usage limit, Plotly may work with Customer to reduce Customer's usage to conform to that limit. If, notwithstanding Plotly's efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will pay any invoice for excess usage per Section 3 (Fees) of this Agreement, provided that any additional fees for excess usage.
c. Customer Usage Requirements. Customer will: (i) be responsible for Users' compliance with this Agreement and the Data Processing Addendum; (ii) be responsible for the accuracy, quality and legality of Customer Data, the means by which User acquired Customer Data, User's use of Customer Data with the Plotly Services and the interoperation of any non-Plotly application with which Customer uses Plotly Services (iii) use commercially reasonable efforts to prevent unauthorized access to or use of Plotly Services, and notify Plotly promptly of any such unauthorized access or use of the Plotly Services, (iv) use Plotly Services only in accordance with this Agreement, Order Forms, and Applicable Law, (v) comply with terms of service of any non-Plotly applications with which Customer uses Plotly Services; (vi) backup all Customer Data on its own systems; and (vii) be responsible for procuring and maintaining all equipment (including hardware and software) and subscribing to all third-party services (including telecommunications services) which are required for the operation of the Plotly Services, as specified in any Documentation provided by Plotly.
Without limiting any other remedies contained in this Agreement, any use of the Plotly Services in breach of the foregoing by Customer or Users that, in Plotly's judgment, threatens the security, integrity or availability of Plotly's Services may result in Plotly's immediate suspension of the Plotly Services; however, Plotly will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat before any such suspension.
d. Restrictions. Customer will not:
- (i) make any Plotly Services available to anyone other than Customer and its Users, or use any Plotly Services for the benefit of anyone other than Customer, unless expressly stated otherwise in an Order Form;
- (ii) sell, resell, license, sublicense, distribute, rent or lease any Plotly Services;
- (iii) use Plotly Services to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights,
- (iv) use Plotly Services to store or transmit malicious code;
- (v) interfere with or disrupt the integrity or performance of any Plotly Services or third-party data contained therein;
- (vi) attempt to gain unauthorized access to any Plotly Services;
- (vii) permit direct or indirect access to or use of any Plotly Services in a way that circumvents a contractual usage limit, or use any Plotly Services to access, copy or use any of Plotly's intellectual property except as permitted under this Agreement, or an Order Form;
- (viii) modify, copy, or create derivative works of Plotly Services or any part, feature, function or user interface thereof;
- (ix) except to the extent permitted by Applicable Law, disassemble, reverse engineer, or decompile Plotly Services and or access to it;
- (x) build a competitive product or service;
- (xi) build a product or service using similar ideas, features, functions or graphics of the Plotly Services;
- (xii) copy any ideas, features, functions or graphics of the Plotly Services, or
- (xiii) determine whether the Plotly Services are within the scope of any patent,
- (xiv) upload, store, process, or transmit any sensitive data to or through the Plotly Services. Sensitive Data includes, without limitation, (A) social security numbers, passport numbers, driver's license numbers, or other government-issued identification numbers; (B) any protected health information (PHI) as defined by the Health Insurance Portability and Accountability Act (HIPAA); (C) any financial account information or payment card industry data (PCI-DSS); (D) any information that reveals racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership; (E) any genetic data or biometric data; or (F) any data that is subject to specific or heightened security requirements imposed by applicable law, such as the Gramm-Leach-Bliley Act (GLBA). Customer acknowledges and agrees that Plotly Services are not HIPAA-compliant. Customer is solely responsible for any liability arising from its breach of this Section 2(d) (Restrictions); and
- (xv) use the generative AI features of Plotly Services for any of the following prohibited high-risk purposes: (A) providing medical diagnoses, treatment recommendations, or healthcare advice without human professional review and oversight; (B) providing legal advice, legal opinions, or specific legal recommendations without review by a licensed attorney; (C) providing personalized financial, investment, or tax advice without review by a qualified financial professional; (D) making or materially informing automated decisions that have legal or similarly significant effects on individuals, including decisions regarding employment, credit, housing, insurance, or educational opportunities; (E) operating critical infrastructure, including but not limited to power grids, water treatment facilities, transportation systems, or emergency services, without appropriate human oversight; (F) generating content intended to deceive or mislead individuals regarding its AI-generated nature, including deepfakes or synthetic media intended to impersonate real persons without consent; or (G) any use that would cause the Plotly Services to be classified as a "high-risk AI system" under the EU AI Act or similar Applicable Law without Plotly's prior written consent.
Customer acknowledges that the generative AI features of Plotly Services are general-purpose tools designed for data analytics and visualization and are not intended, designed, or tested for use in the high-risk contexts described above. Customer assumes all risk and liability arising from any use of Plotly Services in violation of this Section 2(d) (Restrictions).
e. Backup. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Data. Customer shall comply with all Applicable Laws in using the Plotly Services. The Customer is solely responsible for selecting and implementing procedures, processes, and controls regarding the access, use, and transmission of Customer Data to Plotly Services, and for ensuring the backup and recovery of any data. Customer is solely responsible for obtaining all consents necessary or required under Applicable Law to collect, use, and disclose Customer data.
f. Aggregated Data. Aggregated Data means data derived from Customer Data that has been anonymized and aggregated such that it does not identify Customer, its Users, or any natural person. Customer grants Plotly a worldwide, non-exclusive, royalty-free license to use Aggregated Data solely for the following purposes: (i) analytics and reporting; (ii) product and service development and improvements; and (iii) customer support operations.
g. No Sale of Data. Plotly will not sell, lease, or otherwise transfer Customer Data or Aggregated Data to any third party for monetary or other valuable consideration.
h. Data Retention. Plotly will retain Customer Data only for as long as necessary to provide the Services and fulfill the purposes described herein, unless a longer retention period is required by applicable law.
3. Fees
a. Fees. The Customer will pay the Fees in the manner and at the times set out in the applicable invoice or Order Form. Unless otherwise specified in an Order Form, the Fees are due immediately upon Customer's receipt of an invoice. All paid plan purchases are final, and no refund will be given for unused portions of your plan.
b. Upgrades. If you upgrade from the free plan to any paid plan, we will immediately bill your credit card.
c. Renewals. All paid plans are automatically renewed for successive monthly or annual periods, as applicable, unless you cancel your subscription before the renewal date.
d. Suspension of Plotly Services and Acceleration. Notwithstanding anything to the contrary, if any charge owing by Customer under this or any other agreement for Plotly Services is past due, Plotly 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 Plotly Services until such amounts are paid in full.
e. Taxes. All Fees and other amounts payable by the Customer under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, the Customer is responsible for all sales, use, and excise taxes, as well as any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local government, financial institution, or regulatory authority on any amounts payable by the Customer hereunder.
4. Support
a. Free Services Support. Customers using Plotly Services on an unpaid or free trial basis ("Free Services") will have access to Plotly's standard public-facing community support forums and Documentation. Plotly has no obligation to provide any direct support, bug fixes, or enhancements for Free Services.
b. Paid Services Support. Customers using Plotly Services on a paid subscription basis ("Paid Services") will receive the level of technical support specified in the applicable Order Form or on Plotly's website for that service tier. Plotly's obligations to provide support, bug fixes, or performance improvements are limited to those expressly stated in the purchased support plan.
c. Malware Warranty. Plotly warrants that, to the best of its knowledge, Plotly Services contain no malware, and that it has implemented industry-accepted practices to check for and remove malware, and that it has implemented industry-accepted practices to detect
5. Third-Party Providers
a. Plotly Services may include features that permit Customer to connect the Plotly Services to third-party applications requested by the Customer ("Third Party Applications"), developed by third parties ("Third Party Developers"). The Customer acknowledges and agrees that: (i) Plotly is not such a Third-Party Developers and is not an Affiliate of such Third-Party Developers; (ii) No representation or warranty by such Third-Party Developers is binding on Plotly, nor shall breach of such representation or warranty by a Third-Party Developer relieve Customer of its obligations to Plotly, and the Customer shall be responsible for the costs of such Third-Party Applications; (iii) Plotly does not monitor or have any control over and makes no claim or representation regarding Third-Party Applications or Third-Party Developers, and Plotly is not responsible or liable, directly or indirectly, for any damage, loss or liability caused or alleged to be caused by or in connection with any use of or reliance on any of the foregoing; and (iv) To the extent that the Customer authorizes the use of Plotly Services in connection with such Third-Party Applications, the Customer consents to Plotly releasing to Third-Party Developers any Confidential Information reasonably required by such Third-Party Developers for the proper use of such Third-Party Applications, and such Third-Party Developer's use of such Confidential Information shall be governed by the Customer's Agreement with such Third-Party Developers.
6. Termination
a. Term. The term of this Agreement begins on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated.
b. Term of Purchased Subscriptions. The term of each subscription for Plotly Services shall be as specified in the applicable invoice or Order Form. Any renewal in which subscription volume or subscription length for any Plotly Services term will result in re-pricing at renewal.
c. Termination. A party may terminate this Agreement, Plotly Services subscription for cause: (i) upon 30 days written notice to the other Party of a material breach if such breach remains uncured at the expiration of the 30-day notice period; or (ii) 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.
d. Effects of Termination. Upon termination of this Agreement, (i) Customer must cease all use of Plotly Services; (ii) Plotly shall issue an invoice for any accrued fees payable under this Agreement and any applicable ordering documents, which shall be immediately due upon Customer's receipt of such final invoice; (iii) Customer shall, as directed by Plotly, either delete or return the Plotly Services to Plotly, including all Documentation provided; and (iv) both Parties shall, as directed by the other Party, either destroy or return any Confidential Information in their possession.
e. Survival. Sections: 1 (Definitions), 3 (Fees), 6(e) (Survival), 7 (Intellectual Property Rights), 8 (Confidentiality), 9(b,c) (Warranty), 11 (Indemnity), 12 (Limitation of Liability), and 13 (General) survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
7. Intellectual Property Rights
a. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Plotly, its Affiliates, and its licensors reserve all of their right, title and interest in and to Plotly Services, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein. All Plotly IP shall be deemed to be Confidential Information of Plotly.
b. License by Customer to Plotly. Customer grants Plotly, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display any non-Plotly Applications and program code created by or for Customer using Plotly Services for use by Customer with the Plotly Services, and Customer Data, each as appropriate for Plotly to provide and ensure proper operation of Plotly Services, following this Agreement. If Customer chooses to use a non-Plotly application with a Plotly Services, Customer grants Plotly permission to allow the non-Plotly application and its provider to access Customer Data and information about Customer's usage of the non-Plotly application as appropriate for the interoperability of that non-Plotly application with the Plotly Services. Subject to the limited licenses granted herein, Plotly acquires no right, title or interest from Customer or its licensors under this Agreement in or to any Customer Data, non-Plotly application or Customer IP.
c. Ownership of Generated Output. As between the Parties, and subject to Plotly's underlying rights in the Plotly Services and Plotly IP, Customer owns all right, title, and interest in and to Generated Output. Customer's ownership of Generated Output is contingent upon Customer's full compliance with this Agreement and, for any Paid Services, full payment of all applicable Fees.
d. Feedback and Usage Data.
- (i) Voluntary Feedback. Customer or its Users may, from time to time, voluntarily provide suggestions, enhancement requests, recommendations, corrections, or other feedback regarding the Plotly Services through designated feedback channels (e.g., support tickets, feedback forms, feature request portals) ("Feedback"). Customer, on behalf of itself and its Users, hereby grants to Plotly a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit such Feedback for any purpose, including to improve the Plotly Services. Plotly is not required to use any Feedback and shall have no obligation to compensate Customer or any User for Feedback.
- (ii) Usage Data. Customer acknowledges that Plotly may collect technical and usage data regarding Customer's and Users' interaction with the Plotly Services, including feature usage, performance metrics, error logs, and similar telemetry data ("Usage Data"). Usage Data does not include Customer Data. Plotly may use Usage Data to operate, maintain, and improve the Plotly Services, develop new products and services, and generate Aggregated Data.
- (iii) Disclosure. Customer acknowledges that Plotly may use Feedback and Usage Data to improve the Plotly Services. Plotly will not publicly attribute specific Feedback to Customer or any User without Customer's consent.
8. Confidentiality
a. For this Agreement, "Confidential Information" means any information that is disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in the course of Plotly providing Plotly Services to the Customer and that a reasonable person would consider to be confidential in the circumstances. Confidential Information includes, but is not limited to, the parties' business information, customer information, trade secrets, the terms of each Order Form, and personal information of the parties' employees, contractors and customers. Confidential Information does not include any information that is disclosed by one Party to another party if that information (i) is at the time of disclosure in the possession of the Receiving Party or any of its Affiliates and was obtained without an obligation of confidence; (ii) is independently developed by the Receiving Party or any of its Affiliates without any use of or reference to the Confidential Information; (iii) is or becomes publicly available without the Receiving Party's breach of any obligation of confidence; (iv) is acquired by the Receiving Party from a third party who provided the information without breaching any express or implied obligations or duties to the Disclosing Party; or (v) is intentionally released for disclosure by the Disclosing Party or with the Disclosing Party's prior written consent.
b. Each of Plotly and the Customer agree with the other that it shall: (i) take all reasonable steps to maintain the confidentiality of the other Party's Confidential Information; (ii) not copy the Confidential Information except as may reasonably be required by Plotly in the provision of Plotly Services; (iii) not use the Confidential Information for its own purposes; (iv) safeguard all documents containing Confidential Information against theft, damage or access by unauthorized persons; (v) use the same degree of care with respect to the Confidential Information as it employs with respect to its own proprietary or confidential information of like importance; and (vi) except as required by law or a valid court order, and subject to the Receiving Party informing the Disclosing Party of such legal requirement, only disclose such Confidential Information to those officers, directors, officers, employees, agents, and subcontractors ("Receiving Party's Personnel") who need to know in order to perform their obligations under this Agreement. The Receiving Party will ensure that the Receiving Party's Personnel who need to know the Confidential Information agree to maintain the confidentiality of such Confidential Information on terms no less stringent than the terms of these confidentiality provisions.
c. Upon termination of Plotly Services, each Party will, without undue delay, upon written request from the other Party, return to the other Party or destroy all Confidential Information of the other Party in its possession or control. Notwithstanding anything contained herein to the contrary, the Receiving Party shall not be obligated to destroy Confidential Information to the extent otherwise required by law, regulation, legal, regulatory or judicial process, rule or practice governing professionals, or any internal compliance policy or procedure relating to the safeguarding or backup storage of data.
9. Warranty
a. Each Party represents and warrants to the other Party that: (i) this Agreement has been duly executed and delivered by the Party and constitutes a legal, valid and binding obligation of such Party, enforceable against it following its terms; (ii) it has the full right, power and proper authority to enter into this Agreement and to perform its obligations hereunder; and (iii) it will perform its obligations under this Agreement following all applicable federal, state, provincial and local laws, rules and regulations of any applicable governmental authority.
b. EXCEPT FOR THE EXPRESS WARRANTY OUTLINED IN SECTION 9 (WARRANTY), AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, PLOTLY SERVICES ARE PROVIDED BY PLOTLY "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, AND PLOTLY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO PLOTLY SERVICES, WHETHER EXPRESS, STATUTORY, LEGAL OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. PLOTLY DOES NOT WARRANT AGAINST INTERFERENCE WITH CUSTOMER'S ENJOYMENT OF THE PLOTLY SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR PLOTLY SERVICES PERFORMED OR PROVIDED BY, THE PLOTLY SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, THAT THE OPERATION OF THE PLOTLY SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE PLOTLY SERVICES WILL BE CORRECTED. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE USE OF PLOLTY SERVICES IS AT CUSTOMER'S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH CUSTOMER. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE USE OF PLOLTY SERVICES IS AT CUSTOMER'S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH CUSTOMER. CUSTOMER FURTHER ACKNOWLEDGES THAT THE PLOTLY SERVICES INCLUDE GENERATIVE ARTIFICIAL INTELLIGENCE FEATURES THAT MAY PRODUCE OUTPUT THAT IS INACCURATE, INCOMPLETE, OR HALLUCINATORY. CUSTOMER AGREES TO INDEPENDENTLY REVIEW AND VERIFY ALL OUTPUT AS NECESSARY FOR ITS INTENDED USE, AND PLOTLY DISCLAIMS ALL LIABILITY FOR ANY DAMAGES. ACCORDINGLY, PLOTLY IS NOT LIABLE TO CUSTOMER FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM CUSTOMER'S RELIANCE ON THE QUALITY OR ACCURACY OF PLOTLY SERVICES OR THE DIGITAL MODELS OR RENDERINGS GENERATED THROUGH THE USE OF PLOTLY SERVICES.
c. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, CUSTOMER'S SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH PLOTLY SERVICES OR ANY OTHER GRIEVANCE SHALL BE CUSTOMER'S TERMINATION AND DISCONTINUATION OF THE USE OF PLOTLY SERVICES.
10. Data Processing
a. To the extent Plotly processes any Personal Data subject to data protection laws (e.g., GDPR, CCPA) on Customer's behalf, Plotly acknowledges and agrees that it acts solely as a data processor and not a data controller. Plotly shall process Personal Data only in accordance with Customer's documented instructions, and shall not claim any ownership rights to such Personal Data. The specific terms of data processing, including Plotly's obligations as a processor, are set forth in Plotly's Data Processing Addendum, which is available online and incorporated by reference into this Agreement. Plotly shall process Personal Data solely for the purpose of providing the Plotly Services as specified in this Agreement and shall not use the data for any independent purposes.
11. Indemnity
a. Indemnification by the Customer. The Customer will defend, indemnify, and hold Plotly and its directors, officers, employees harmless against any loss, damage, or cost (including reasonable attorneys' fees) incurred in connection with a claim, demand, suit, or proceeding by a third-party alleging that the Customer's use of Plotly Services: (i) infringes upon the privacy rights of a third-party, (ii) is in violation or alleged violation of any Applicable Law, or (iii) is a result of the Customer's negligence, or willful misconduct, or (iv) use of the Plotly Services in a manner not authorized by this Agreement. The indemnification obligations are subject to (A) Plotly will notify Customer in writing as soon as reasonably practicable as to any such claim; (B) Plotly will give Customer sole control of the defence and settlement of the claim against Plotly (except that Customer may not settle any claim against Plotly unless it unconditionally releases Plotly of all liability), and (C) Plotly will give Customer all reasonable assistance, at Customer's expense.
b. Indemnification by Plotly. Plotly will defend, indemnify, and hold the Customer and its directors, officers, and employees harmless against any loss, damage, or cost, and any lawsuit to the extent based thereon, that is brought by a third-party against the Customer alleging that Plotly Services: (i) infringe any patent, trade secret, copyright or other Intellectual Property Rights ("Infringement Claim"); or (ii) breach of Applicable Law. The indemnification obligation is subject to (A) Customer will notify Plotly in writing as soon as reasonably practicable as to any such claim; (B) Customer will give Plotly sole control of the defence and settlement of the claim against Plotly (except that Plotly may not settle any infringement claim against Customer unless it unconditionally releases Customer of all liability), and (C) Customer will give Plotly all reasonable assistance, at Plotly's expense.
If Plotly believes that Plotly Services may be subject to an Infringement Claim, or the Customer's use of Plotly Services is held to infringe, and its use is enjoined, or threatened to be enjoined, then Plotly will, at Plotly's own expense and option: (i) procure for the Customer the right to continue using Plotly Services, or (ii) replace the same with non-infringing Plotly Services, or (iii) modify the Plotly Services so that it becomes non-infringing. If none of the foregoing is available on terms that are commercially reasonable for Plotly, then Plotly may terminate the Customer's rights to access and use those portions of Plotly Services that are subject to such Infringement Claim, in which case Plotly will refund the Customer a pro-rata amount of any prepaid fees applicable to the unutilized portion of the Term of the terminated Plotly Services.
THIS SECTION 11 (INDEMNITY) REPRESENTS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO THE CUSTOMER AGAINST PLOTLY FOR ANY INFRINGEMENT CLAIMS. The exclusions in this Section 11(b) (Indemnification by Plotly) shall not limit Plotly's obligations under Section 11(c) (AI Output Indemnification – Paid Services Only) with respect to AI Output Claims.
c. AI Output Indemnification - Paid Services Only. For Customers using Paid Services, Plotly will defend, indemnify, and hold Customer harmless against any third-party claim alleging that Generated Output produced by the Plotly Services' generative AI features infringes such third party's intellectual property rights (an "AI Output Claim"), subject to the following conditions and limitations: (i) Customer must have used the Plotly Services in accordance with this Agreement and all applicable Documentation; (ii) Customer must not have modified the Generated Output in a manner that caused or materially contributed to the alleged infringement; (iii) the AI Output Claim must not arise from: (A) Customer Data or prompts that themselves infringe third-party rights; (B) Customer's combination of Generated Output with non-Plotly materials; (C) Customer's use of Generated Output after Plotly has notified Customer of potential infringement concerns; or (D) Customer's continued use of Generated Output after Plotly has provided a non-infringing alternative; (iv) Customer must provide Plotly with prompt written notice of any AI Output Claim and cooperate fully in the defense; (v) Plotly shall have sole control over the defense and settlement of any AI Output Claim; and (vi) Plotly's aggregate liability for all AI Output Claims shall not exceed the Elevated Cap set forth in Section 12(c) (Limitation of Liability; Elevated Cap for Specified Claims).
If Plotly believes Generated Output may be subject to an AI Output Claim, Plotly may, at its option and expense: (i) procure for Customer the right to continue using the Generated Output; (ii) modify the Generated Output to make it non-infringing; or (iii) request that Customer cease using the specific Generated Output, in which case Plotly shall have no further indemnification obligation with respect to such output.
d. Notwithstanding the foregoing, Plotly has no obligation with respect to any actual or claimed infringement if the Infringement Claim is solely caused by Customer Data, use of Plotly Services other than as specified in any Documentation made available by Plotly to the Customer, or the Customer's combination of Plotly Services with any software, services, data or other materials not provided by, required by, or approved by Plotly unless such use is necessary to use Plotly Services as instructed by Plotly.
e. Exclusive Remedy. This "Indemnity" section states the indemnifying Party's sole liability to, and the indemnified Party's exclusive remedy against, the other Party for any third-party claim described in this section.
12. Limitation of Liability
a. EXCLUSION OF CONSEQUENTIAL DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS OR GOODWILL, WORK STOPPAGE, LOSS OF INFORMATION OR DATA, OR LOSS OF REVENUE OR PROFIT, RESULTING FROM THE PROVISION OF OR RELIANCE UPON PLOTLY SERVICES, OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH PLOTLY SERVICES, REGARDLESS OF THE LEGAL THEORY ASSERTED, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b. GENERAL LIABILITY CAP. SUBJECT TO SECTIONS 12(c) AND 12(d), EACH PARTY'S AGGREGATE AND TOTAL LIABILITY UNDER THIS AGREEMENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES AND SHALL NOT EXCEED THE GREATER OF: (i) THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER TO PLOTLY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (ii) ONE THOUSAND U.S. DOLLARS ($1,000.00).
c. ELEVATED CAP FOR SPECIFIED CLAIMS. NOTWITHSTANDING SECTION 12(b), EACH PARTY'S AGGREGATE LIABILITY FOR THE FOLLOWING CATEGORIES OF CLAIMS SHALL NOT EXCEED TWO (2) TIMES THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER TO PLOTLY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM (i) INDEMNIFICATION OBLIGATIONS UNDER SECTION 11 (INDEMNITY); (ii) BREACH OF CONFIDENTIALITY UNDER SECTION 8 (CONFIDENTIALITY); (iii) BREACH OF DATA PROTECTION OBLIGATIONS UNDER SECTION 10 (DATA PROCESSING) AND THE DATA PROCESSING ADDENDUM; (iv) GROSS NEGLIGENCE AND WILLFUL MISCONDUCT, AND (v) VIOLATION OF A PARTY'S INTELLECTUAL PROPERTY RIGHTS.
d. UNLIMITED LIABILITY. THE LIMITATIONS SET FORTH IN SECTIONS 12(a), 12(b), AND 12(c) SHALL NOT APPLY TO: (i) FRAUD, FRAUDULENT MISREPRESENTATION, OR WILLFUL MISCONDUCT; (ii) DEATH OR PERSONAL INJURY CAUSED BY A PARTY'S NEGLIGENCE; (iii) CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 3 (FEES); OR (iv) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY LAW.
e. EXCLUSIVE REMEDY. DAMAGES SET FORTH IN THIS SECTION 12 ARE THE PARTIES' SOLE EXCLUSIVE MONETARY REMEDY. FOR THE AVOIDANCE OF DOUBT, THE PARTIES MAY NOT LIMIT THEIR LIABILITY WHERE PREVENTED FROM DOING SO BY APPLICABLE LAW.
13. General
a. Independent Contractor. The relationship of the Parties established by this Agreement is that of independent contractors. This Agreement does not establish any employment or agency relationship between the Parties. Except as may be expressly provided herein, neither Party shall have any right, power, or authority, nor shall they represent themselves as having any authority to assume, create or incur any expense, liability or obligation, express or implied, on behalf of the other Party, or otherwise act as an agent for the other Party for any purpose.
b. Modification of Terms. To the fullest extent permitted by Applicable Law, Plotly may modify this Agreement from time to time. Plotly will give Customer written notice of modifications to the Agreement by any reasonable manner of notice which it elects, and Customer's use of Plotly Services after the effective date of the modifications as set out in such notice constitutes Customer's Agreement to such modifications.
c. Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party's prior written consent (not to be unreasonably withheld); provided, however, Plotly may assign this Agreement in its entirety (including all Order Forms), without the other Party's consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
d. Notice. We may post notices within the Plotly Service. You may contact us via email at legal@plotly.com. Any notices that you provide without compliance with this section on notices shall have no legal effect.
e. Force Majeure. Neither Party shall be liable to the other for failure or delay in the performance of any of its obligations under this Agreement for the time and to the extent such failure or delay is caused by earthquake, riot, civil commotion, war, terrorist acts, strike, flood, transportation interruption or governmental acts or restriction, or other cause that is beyond the reasonable control of the respective Party. The Party affected by such force majeure shall provide the other Party with complete information thereof as soon as it becomes aware of the same (including its best estimate of the likely extent and duration of the interference with its activities) and shall use commercially reasonable efforts to overcome the difficulties created thereby and to resume performance of its obligations as soon as practicable.
f. Export Control. Both Plotly and Customer agree to fully comply with all applicable export control laws. Neither Party shall cause, directly or indirectly, the export, re-export, or transfer of any data, information, technology, or software to destinations or persons without obtaining any required prior authorization, governmental licenses, certification, or approval from Canada, the United States, the United Kingdom, the European Union, or other applicable authorities. Both parties acknowledge and agree that Plotly Services shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which Canada, the United States, the United Kingdom, or the European Union maintain an embargo or to or by a national or resident thereof or any person or entity on a restricted party list maintained by the Canadian or United States, the United Kingdom, Government or the European Union.
g. Jurisdiction. This Agreement shall be governed by and interpreted per the laws of the Province of Ontario, without reference to conflict of laws provisions and the laws of Canada applicable therein. The parties agree to irrevocably attorn to the jurisdiction of the courts of the Province of Ontario in connection with any matter relating to this Agreement.
h. In the event a dispute arises between the Parties in connection with this Agreement, before resorting to arbitration, Customer will immediately notify Plotly thereof, and Customer and Plotly will attempt to resolve the matter.
- I. If the dispute cannot be resolved by the liaisons within ten (10) business days of Customer's written notice to Plotly of the issue in dispute, then Customer will promptly refer the dispute to Customer's senior management, and Plotly will refer the dispute to its senior management. If these persons cannot resolve the dispute within ten (10) business days after the conclusion of the preceding ten (10) day period, then Customer's senior management will refer the dispute to Customer's senior vice president, who has responsibility for the project and Plotly senior management will refer the dispute to Plotly's senior vice president who has responsibility for the project. If these persons cannot resolve the dispute within ten (10) business days, then either Party will have the right to proceed to settle the suit by arbitration.
- II. A Party may not start court proceedings concerning a Dispute until it has exhausted the procedures in this Section 14(h), unless the Party seeks injunctive or other interlocutory relief.
- III. Both Parties must continue performing their respective obligations and responsibilities under this Agreement while any dispute is being resolved following this Section 14(h), unless and until such obligations are terminated or expire following the provisions of this Agreement.