Hotel Partner Terms
& Conditions

‍

Safara Guest Demand Platform Service Terms and Conditions

Last Updated: February 18, 2026

This Privacy Policy and Terms of Use apply to visitors and users of the Safara 360 website and related online services.

1. Definitions. The following terms have the meanings as set forth below:
   1. “Application” means any application programming interface(s), connector(s) and/or other digital interface(s) or software development kit(s) provided by Safara to Customer for the purpose of integrating the Guest Demand Platform into the Site.
   2. “Applicable Law” means all international, federal, state, provincial, and local laws, regulations, binding regulatory guidance, directives, and governmental requirements applicable to the Services, or either party’s performance under this Agreement.
   3. “Authorized Users” means employees and contractors of Customer for whom Customer has paid all applicable Fees for access to and use of the Safara Portal.
   4. “Confidential Information” means information that either party (“Discloser”) discloses to the other party (“Recipient”) under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. “Confidential Information” does not include information that Recipient can document: (1) is independently developed by Recipient; (2) is rightfully given to Recipient by a third party without confidentiality obligations; or (3) becomes public through no fault of Recipient. Safara’s Confidential Information includes non-public information regarding features, functionality, and performance of the Safara Software, source code, Documentation, and Usage Data. Customer’s Confidential Information includes the Customer Data.
   5. “Customer Data” means: (1) all data and content uploaded by Customer or Authorized Users to the Safara Portal or otherwise provided by Customer or Authorized Users to Safara in connection with this Agreement. “Customer Data” does not include Usage Data.
   6. “Documentation” means Safara-provided user documentation relating to Safara Software (e.g., user manuals and online help files).
   7. “Intellectual Property Rights” means all patent rights (including utility models), copyrights, moral rights, trademark and service mark rights, trade secret rights, and any other similar proprietary or intellectual property rights (registered or unregistered) throughout the world, together with all applications for any of the foregoing.
   8. "Subscription" means the plan, features, and Services selected by Customer, including any upgrades, downgrades, or add-ons, that are activated upon Customer's acceptance of this Agreement.
   9. “Scope Limitations” means any limitations on Customer’s use of Safara Software specified herein or in a Subscription.
   10. “Services” means Safara’s provision of the Safara Portal and access to the Guest Demand Platform, including any related or other software and services; in each case, as may be described herein and in a Subscription.
   11. “Site” means Customer’s consumer-facing website that Customer integrates (or intends to integrate) with the Guest Demand Platform.
   12. “Safara Portal” means Safara’s Guest Demand Platform analytics, or other, online dashboard, portal, or other similar site made available to Customer in connection with this Agreement.
   13. “Transaction Data” means data obtained through the Guest Demand Platform relating to transactions between Customer and Guests, excluding Usage Data.
   14. “Usage Data” means data relating to use of the Safara Software, or any Authorized User, Guest’s, or other end user’s use of any of the foregoing, that is aggregated and/or deidentified.
2. Services.
   1. Subscriptions. By activating a Subscription through the Safara 360 dashboard or otherwise accessing or using the Services, Customer agrees to be bound by this Agreement. Your subscription selections, including the plan and any features or add-ons you enable, are subject to and governed by this Agreement.
   2. Access to the Safara Portal. Subject to Customer’s compliance with this Agreement and payment of all applicable Fees, Safara grants to Customer a worldwide, non-exclusive, non-transferable, non-sublicensable right during the term of the applicable Subscription to use the Safara Portal by its Authorized Users, solely in connection with Customer’s internal business operations and in accordance with any Scope Limitations and the Documentation. Safara may modify or update the Safara Portal from time to time to keep the Safara Portal current and relevant for its customer base generally.
   3. Access to the Guest Demand Platform. Subject to Customer's compliance with this Agreement and payment of all applicable Fees, Safara grants to Customer a worldwide, non-exclusive, non-transferable, non-sublicensable right during the term of the applicable Subscription to enable Guests to access and use the Guest Demand Platform, solely in connection with Customer's internal business operations and in accordance with any Scope Limitations and the Documentation. Safara may modify or update the Guest Demand Platform from time to time to keep the Guest Demand Platform current and relevant for its customer base generally.
   4. Application License. Subject to Customer’s compliance with this Agreement and payment of all applicable Fees, Safara grants to Customer a worldwide, non-exclusive, non-transferable, non-sublicensable right during the Term to reproduce, modify, and otherwise use each Application to integrate the Guest Demand Platform into the Site and make the Guest Demand Platform available to Guests, in each case, to facilitate Guest reservation bookings through the Guest Demand Platform in connection with Customer’s business operations, and in accordance with any Scope Limitations and the Documentation.
   5. Documentation. Subject to Customer’s compliance with this Agreement and payment of all applicable Fees, Safara grants to Customer a worldwide, non-exclusive, non-transferable non-sublicensable license during the term of the applicable Subscription to reproduce, without modification, and internally use a reasonable number of copies of the Documentation solely in connection with Customer’s authorized use of the Safara Software.
   6. Support. Subject to Customer’s compliance with this Agreement and payment of all applicable Fees, Safara will use commercially reasonable efforts to provide technical support to Customer via email, during normal business hours, with the exclusion of U.S. federal holidays (“Support Hours”). Customer may initiate a helpdesk ticket during Support Hours by emailing help@safara.com.
   7. Subcontractors. Safara may use subcontractors or other third parties to perform its obligations under this Agreement, but Safara will remain responsible for all such obligations.
   8. Free Plans. Safara may offer free access to the Guest Demand Platform and related Services at its sole discretion. Customers on a free plan acknowledge and agree that:
      1. Free plan access may be limited in functionality or support.
      2. Safara may modify or terminate free plan access at any time, for any reason, without prior notice.
      3. Safara provides no warranty or guarantee of availability for free plan Customers, and any use of the Services by free plan Customers is at their own risk.
      4. Free plan Customers are bound by the same obligations and restrictions set forth in this Agreement, including the restrictions on use and confidentiality obligations.
3. Restrictions and Responsibilities.
   1. Use Restrictions. Except as expressly permitted in this Agreement, Customer will not, and will not permit or authorize third parties to: (1) license, sub-license, sell, transfer, distribute, share, rent, lease, or otherwise permit third parties to use the Application(s), Safara Portal, Guest Demand Platform (collectively, “Safara Software”), or Documentation; (2) use the Safara Software or Documentation to provide services to third parties (e.g., as a service bureau); (3) use Safara Software or Documentation in any way that would violate the Scope Limitations or this Agreement; (4) circumvent or disable any security or other technological features of the Safara Software; (5) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms related to the Safara Software (except to the extent this restriction is prohibited by Applicable Law); (6) modify, translate, or create derivative works based on the Safara Software or Documentation; (7) remove any proprietary notices or labels from the Safara Software or Documentation; or (8) use or host the Safara Software in a manner that violates or attempts to circumvent Applicable Law; (9) use the Safara Software to transmit any content that is offensive, harassing, libelous, abusive, threatening, harmful, or otherwise objectionable; (10) use the Safara Software to distribute any viruses or other malicious code, or to transmit large amounts of data in a way that would be expected to have a detrimental effect on the Safara Software; or (11) access the Safara Software to develop a competing product or service.
   2. Authorized Users; Accounts. Customer is responsible and liable for all actions and inactions by its Authorized Users or by any third party that Customer or an Authorized User permits to access or use the Safara Portal, as if such action or inaction were an action or inaction of Customer. Customer is responsible for maintaining control over Customer’s account, including the confidentiality of any login credentials, and is responsible for all activities that occur on or through Customer’s account and its Authorized Users’ accounts. Customer will not, and will not permit Authorized Users to, share Authorized User account credentials, or use them in multiple locations at the same time.
   3. Additional Responsibilities. Customer will: (1) procure, implement, and maintain any network connections, hardware, infrastructure, and third-party software licenses that are necessary for Customer to securely access the Safara Portal, enable Guests to securely access the Guest Demand Platform through the Site, and operate the Site; (2) configure the Site in compliance with all Applicable Law; (3)  take reasonable precautions to prevent unauthorized access to, use, or disclosure of the Safara Software; and (5) prior to a Guest’s use of the Guest Demand Platform in connection with this Agreement, require such Guest to affirmatively acknowledge and consent to (i) Terms of Service (or a similar document) that are at least as protective of Safara and the Safara Software as this Agreement; and (ii) a Privacy Policy that permits Safara to use Transaction Data in the manner contemplated in this Agreement. Customer is responsible and liable for all actions and inactions by its Guests use of the Guest Demand Platform in connection with this Agreement, as if such action or inaction were an action or inaction of Customer. Safara is not responsible for performing, and is not liable for any failure to perform, any backup of Customer Data or Transaction Data.
4. Ownership; Licenses.
   1. Safara IP. Safara and its licensors own the Safara Software, Documentation, and Usage Data, including all Intellectual Property Rights therein (the “Safara IP”). The Safara IP is protected by copyright law and other Applicable Law. No ownership rights in the Safara IP are transferred to Customer by this Agreement. Customer does not have any rights in or to the Safara IP except for the limited express rights granted in this Agreement.
   2. Implementation-Related IP. If in the course of implementation, Safara develops any technology, processes, ideas, or other intellectual property or proprietary information, Safara will own the same and all Intellectual Property Rights therein (“Implementation-Related IP”) unless the parties explicitly agree otherwise in writing. Safara hereby grants Customer a non-exclusive, royalty-free, fully-paid, non-sublicensable license to use any Implementation-Related IP during the Term, solely as necessary for Customer to use the Safara Software in accordance with this Agreement.
   3. Customer Data. Customer and its licensors own the Customer Data, including all Intellectual Property Rights therein. No ownership rights in the Customer Data are transferred to Safara by this Agreement. Safara does not have any rights to the Customer Data except for the limited express rights granted in this Agreement. Customer hereby grants Safara a worldwide, non-exclusive, irrevocable, royalty-free, fully-paid, sublicensable (to Safara’s third-party service providers) license to host, store, transfer, display, perform, reproduce, modify, create derivative works of, and distribute Customer Data, in any media or distribution methods now known or later developed, in connection with this Agreement.
   4. Transaction Data. Customer hereby grants Safara a worldwide, non-exclusive, irrevocable, royalty-free, fully-paid, sublicensable (to Safara’s third-party service providers) license to host, store, transfer, display, reproduce, modify, distribute, and otherwise use and process Transaction Data in connection with Guest’s use of the Guest Demand Platform, and otherwise in connection with the Services, including, without limitation, using Transaction Data to analyze performance of the Guest Demand Platform (and to publicly distribute the results of such analysis) and to increase the efficiency and ease of Guests’ future use of the Guest Demand Platform.
   5. Trademarks. Customer hereby grants Safara a worldwide, non-exclusive, irrevocable, royalty-free, fully-paid, sublicensable (to Safara’s third-party service providers) license to reproduce, display, and distribute Customer’s logos, name, trademarks, service marks, and other source identifiers that are provided to Safara by Customer, solely in connection with the integration of the Guest Demand Platform with the Site as contemplated herein, and in accordance with any written usage guidelines Customer provides Safara.
   6. Feedback. If Customer gives Safara feedback, comments, or suggestions concerning the Services (collectively, “Feedback”), Customer hereby assigns to Safara all right, title, and interest in and to the Feedback, and Safara is free to use the Feedback without payment, attribution, or restriction.
5. Usage Data. Safara may collect and analyze Usage Data and other information relating to the provision, use, and performance of various aspects of the Safara Software, and related systems and technologies (including information provided by third-party analytical tools). Safara may use Usage Data for any purpose, including to improve the Services and develop new products, services, features, and functionality.
6. Confidentiality. Each party as Recipient will take reasonable precautions to protect Discloser’s Confidential Information, and will not use (except as expressly permitted in this Agreement) or divulge to any third party any Confidential Information except to those employees and representatives of Recipient who have a need to know the Confidential Information to enable Recipient to perform its obligations under this Agreement. Recipient is responsible and liable for its employees’ and representatives’ compliance with this Section 6, as if their actions or inactions were an action or inaction of Recipient. The foregoing will not apply with respect to any Confidential Information five years after the disclosure thereof (or, with respect to trade secrets, for so long as such Confidential Information constitutes a trade secret under Applicable Law), or any Confidential Information that is required to be disclosed by Applicable Law.
7. Fees and Payment.
   1. For paid plan Customers, Customer will pay Safara all fees associated with the applicable Subscription (the "Fees"). Fees are charged automatically to Customer's designated payment method at the start of each billing period, in advance, on a monthly or annual basis as selected by Customer through the Safara 360 dashboard. By subscribing, Customer authorizes Safara to charge the applicable Fees on a recurring basis until the Subscription is cancelled. If Customer believes that Safara has billed Customer incorrectly, Customer must notify Safara in writing no later than 30 days from the date the charge appeared.
   2. All Fees are non-refundable, except as otherwise required by applicable law or as expressly stated in this Agreement.
   3. Fees are based on services purchased and not actual usage, but Customer’s use of the Safara Portal or Application(s) and/or Guests use of the Guest Demand Platform may be subject to usage limits in accordance with the package Customer selects. If Customer exceed its usage limits, extra charges may apply.
   4. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum amount permitted by Applicable Law, whichever is lower, plus all expenses of collection, and may result in immediate termination of access to the Safara Software. Customer will pay all Fees in U.S. Dollars. Safara may suspend access to the Safara Software if Customer fails to make any payment due within 10 business days after Safara provides notice of the failure. Suspension of the access to the Safara Software under this section does not relieve Customer of its payment obligations under this Agreement. Safara will not be liable to Customer nor to any third party for any suspension of access to the Safara Software pursuant to this section.
   5. For prepaid reservations facilitated through the Guest Demand Platform where Safara collects payment from a Guest, Safara may remit settlement to Customer net of applicable third-party transaction costs, including (a) a 2.9% credit/debit card processing fee and (b) a distribution platform fee of 1–2%, depending on the applicable distribution partner. Safara does not apply any additional markup or commission beyond the transaction costs described above. Safara may update such transaction costs from time to time to reflect changes in third-party fees.
8. Term and Termination.
   1. Term.
      1. Paid Plans. The term of this Agreement will commence on the date Customer activates a paid plan through the Safara 360 dashboard and will continue until terminated in accordance with this Agreement (the "Term"). Paid Subscriptions will automatically renew at the end of each billing period (monthly or annual, as selected by Customer) unless Customer cancels at least 30 days before the end of the current billing period. Safara may change the Fees applicable to any renewal period by providing Customer with at least 60 days' written notice before the start of the next billing period.
      2. Free Plans. The term of this Agreement will commence on the date Customer activates a free plan through the Safara 360 dashboard and will continue until terminated in accordance with this Agreement (the "Term"). Free Subscriptions will renew on a monthly basis unless either party terminates at any time. Safara may change the terms applicable to free plans at any time with written notice to Customer.
   2. Termination for Breach or Insolvency. Either party may terminate this Agreement or Subscription, effective upon written notice to the other party, if the other party materially breaches this Agreement and such breach is incapable of cure, or (if such breach capable of cure) the breaching party does not cure such breach within 30 days of receiving notice of it. Safara may terminate or suspend this Agreement or any part of it immediately upon written notice to Customer without a cure period if Customer breaches Sections 3 (Restrictions and Responsibilities) or 6 (Confidentiality). Either party may terminate this Agreement, effective immediately upon written notice, if the other party files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.
   3. Effect of Termination. Termination of this Agreement will automatically terminate all active Subscriptions, but termination of a single Subscription will not result in termination of this Agreement or any other Subscriptions. Upon the termination of this Agreement, or a Subscription, all rights and licenses granted by Safara to Customer under this Agreement or the applicable Subscription will terminate, and Customer will uninstall and delete any Safara IP and Implementation-Related IP from its (or its hosting provider’s) equipment. Either party’s termination of this Agreement is without prejudice to any other remedies it may have at law or in equity, and does not relieve either party of liability for breaches occurring prior to the effective date of termination. Neither party will be liable to the other for damages arising solely as a result of terminating this Agreement in accordance with its terms.
   4. Post-Termination Obligations. Upon any termination of this Agreement, Safara will make all Customer Data then held on Customer’s behalf by Safara pursuant to this Agreement available to Customer for electronic retrieval for a period of 30 days. After such period, Safara will delete any such Customer Data. If Customer terminates this Agreement for material breach or if Safara terminates this Agreement under Section 10.C (IP Infringement), Customer will pay a pro rata amount of the Fees for any terminated Services up to and including the last day on which the Services are provided. If this Agreement is terminated for any other reason, within 10 days after such termination, Customer will pay Safara all remaining Fees owed under any terminated Subscriptions. The following sections of this Agreement will survive any expiration or termination of this Agreement: Sections 1 (Definitions), 3 (Restrictions and Responsibilities), 4 (Ownership; Licenses), 5 (Usage Data), 6 (Confidentiality), 7 (Fees and Payment), 8.C (Effect of Termination), 8.D (Post-Termination Obligations), 9.C (Disclaimer), 9.D (Non-Safara Reservation Systems), 10 (Indemnification), 11 (Limitations of Liability), 13 (Arbitration), and 15 (Miscellaneous).
9. Warranties and Disclaimer.
   1. Mutual Warranties. Each party represents and warrants to the other that: (1) this Agreement has been duly executed and delivered and constitutes a binding agreement enforceable against the executing party in accordance with its terms; (2) no authorization or approval from any third party is required in connection with the execution, delivery, or performance of this Agreement by the executing party; and (3) the execution, delivery, and performance of this Agreement by the executing party does not violate the terms of any other agreement to which it is a party or by which it is otherwise bound.
   2. Customer Warranties. Customer represents and warrants to Safara that: (1) Customer has the necessary rights, licenses, authorizations, and permissions to authorize Safara to use and otherwise process the Customer Data and Transaction Data and to integrate and operate the Guest Demand Platform in accordance with this Agreement, and the foregoing does not and will not violate Applicable Law, including by infringing, misappropriating, or otherwise violating any third-party right, including any Intellectual Property Right or privacy right; (2) Customer’s operation of the Site does not and will not (i) violate any Applicable Law, or (ii) breach any agreement to which Customer is a party; and (3) Customer will use the Safara Software in compliance with the Documentation and Applicable Law.
   3. Disclaimer.
      1. Free Plan. For Customers on a free plan, Safara provides the Services on an "as is" and "as available" basis, with no warranties of any kind. Safara disclaims all express or implied warranties, including any warranties of merchantability, fitness for a particular purpose, and non-infringement.
      2. Paid Plan. Except for the limited warranties described in this Section 9 (Warranties and Disclaimer), Safara makes no other express or implied warranties with respect to the Services, Safara Software, Implementation-Related IP, Documentation, or otherwise, and specifically disclaims all implied and statutory warranties, including the implied warranties of non-infringement of third-party rights, merchantability, satisfactory quality, accuracy, title, and fitness for a particular purpose, and any warranties arising from course of dealing, usage, or trade practice. Except for the limited warranties described in this Section 9, the Services, Safara Software, Implementation-Related IP, and Documentation are provided “as is.” Safara does not warrant that the Services, Safara Services, Implementation-Related IP, or Documentation will satisfy Customer’s requirements, are without defect or error, or that the operation of the Safara Software will be uninterrupted. Some jurisdictions do not allow the exclusion or limitation of warranties, so the above limitation or exclusion may not apply to Customer.
   4. Non-Safara Reservation Systems. Portions of the Guest Demand Platform rely on and requires integration with reservation systems and databases that Customer utilizes to enable Guests to book reservations for Customer’s products and services (“Non-Safara Reservation Systems”). Customer agrees and acknowledges that Safara does not control Non-Safara Reservation Systems and will not be in breach of this Agreement (or otherwise liable to Customer) for any loss of functionality or features of, or other adverse effect to, the Safara Software arising out of or relating to any malfunction of a Non-Safara Reservation System or change (including a loss) to Safara’s rights or ability to access or use a Non-Safara Reservation System (any such malfunction or change, a “Non-Safara Reservation Failure”). For the avoidance of doubt, Customer will not be entitled to any refund, credit, or other compensation under this Agreement for any loss or liability incurred as a result of a Non-Safara Reservation Failure. Without limiting the foregoing or anything else contained in this Agreement, Safara (1) does not warrant or provide support for Non-Safara Reservation Systems, whether or not they are designated by Safara as “recommended,” “certified,” or otherwise; (2) is not responsible for any violations of Applicable Law relating to Non-Safara Reservation Systems, or arising from Customer’s or a Guest’s use of a Non-Safara Reservation Systems; and (3) does not guarantee the continued availability of any Non-Safara Reservation Systems (or any integration with any Non-Safara Reservation Systems).
10. Indemnification.
    1. By Safara.
       1. Defense. At Customer’s option and request, Safara will defend Customer from any actual or threatened third-party claim, proceeding, suit, action, or inquiry arising out of or based on an allegation that Customer’s use of the Safara Software in accordance with this Agreement infringes any third-party Intellectual Property Rights (a “Safara Indemnifiable Claim”). If Customer requests Safara to defend it from any Safara Indemnifiable Claim, Customer will: (i) give Safara prompt written notice of the Safara Indemnifiable Claim; (ii) grant Safara full and complete control over the defense and settlement of the Safara Indemnifiable Claim; (iii) provide assistance in connection with the defense and settlement of the Safara Indemnifiable Claim as Safara may reasonably request; and (iv) comply with any settlement or court order made in connection with the Safara Indemnifiable Claim. Notwithstanding the previous sentence, Safara will not enter into any settlement that involves an admission of guilt or liability of Customer without Customer’s prior written consent. Customer may participate in the defense of a Safara Indemnifiable Claim at its own expense and with counsel of its own choosing.
       2. Indemnification. Safara will indemnify Customer from and pay: (i) all damages, costs, fines, judgments, expenses, and attorneys’ fees reasonably incurred by Customer in any Safara Indemnifiable Claim; (ii)  all amounts that Safara agrees to pay to any third party to settle any Safara Indemnifiable Claim.
    2. By Customer.
       1. Defense. At Safara’s option and request, Customer will defend Safara and its officers, directors, employees, agents, service providers, licensors, and affiliates (collectively, the “Safara Indemnified Parties”) from any actual or threatened third-party (including by a Guest) claim, proceeding, suit, action, or inquiry arising out of or based on Customer’s breach of Sections 3.C (Additional Responsibilities) or 9 (Warranties and Disclaimer) (a “Customer Indemnifiable Claim”). If Safara requests Customer to defend it from any Customer Indemnifiable Claim, Safara will: (i) give Customer prompt written notice of the Customer Indemnifiable Claim; (ii) grant Customer full and complete control over the defense and settlement of the Customer Indemnifiable Claim; (iii) provide assistance in connection with the defense and settlement of the Customer Indemnifiable Claim as Customer may reasonably request; and (iv) comply with any settlement or court order made in connection with the Customer Indemnifiable Claim. Notwithstanding the previous sentence, Customer will not enter into any settlement that involves an admission of guilt or liability of Safara without Safara’s prior written consent. Safara may participate in the defense of a Customer Indemnifiable Claim at its own expense and with counsel of its own choosing.
       2. Indemnification. Customer will indemnify the Safara Indemnified Parties from and pay: (i) all damages, costs, fines, judgments, expenses, and attorneys’ fees reasonably incurred by the Safara Indemnified Parties in any Customer Indemnifiable Claim; and (ii) all amounts that Customer agrees to pay to any third party to settle any Customer Indemnifiable Claim.
    3. IP Infringement. If any Safara Software is held to infringe (or if Safara reasonably believes will be held to infringe) any third-party Intellectual Property Rights, Safara may, at its option and expense: (1) modify the applicable Safara Software to make it non-infringing; or (2) obtain a license that permits Customer (or if applicable, Guests) to continue using such Safara Software . If Safara does not believe either option is reasonably practicable, Safara may terminate this Agreement. Safara will have no obligation for any infringement of Intellectual Property Rights relating to any Safara Software to the extent arising out of: (i) use of the Safara Software in combination with other products or services; (ii) designs, requirements, or specifications required by or provided by Customer; (iii) use of the Safara Software  in breach of this Agreement or outside the scope of the license granted to Customer; (iv) Customer’s failure to use the Safara Software  in accordance with the Documentation; or (v) any modification of the Safara Software not made or authorized in writing by Safara. Section 10.1 states Safara’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for the actual or alleged infringement of any third-party Intellectual Property Rights arising from Customer’s use of the Safara Software.
11. Limitations of Liability.
    1. Free Plans. For Customers on a free plan, Safara’s total liability of all kinds arising out of or related to this Agreement will be limited to the extent permitted by Applicable Law. Free plan Customers agree that Safara will not be liable for any indirect, incidental, or consequential damages resulting from use of the Services.
    2. Paid Plans.
       1. Exclusion of Damages. Except for damages resulting from gross negligence or willful misconduct, neither Safara nor its suppliers, officers, affiliates, representatives, contractors, or employees will be liable to Customer for any lost profits, loss of business, or loss of data, consequential, incidental, special, or exemplary damages arising out of or related to this Agreement, even if Safara is apprised of the likelihood of such damages occurring.
       2. Damages Cap. Except for damages resulting from gross negligence or willful misconduct, Safara’s total liability of all kinds arising out of or related to this Agreement (including warranty claims), regardless of the forum and regardless of whether any action or claim is based on contract, tort, or otherwise, will not exceed (1) with respect to any particular claim, the total amount paid by Customer to Safara during the six months immediately preceding the claim (determined as of the date of any final judgment in an action), or (2) in the aggregate, the total Fees paid or payable to Safara under this Agreement.
       3. Basis of the Bargain. This Section 11 (Limitations of Liability) is to allocate the risks of this Agreement between the parties and will apply notwithstanding any failure of essential purpose . This allocation is reflected in the pricing offered by Safara to Customer and is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of this Agreement. The limitations in this Section 11 will apply notwithstanding the failure of essential purpose of any limited remedy in this Agreement.
       4. Applicability. Some jurisdictions do not allow the exclusion or limitation of damages. This Section 11 (Limitations of Liability) will apply to Customer solely to the extent permitted by Applicable Law.
12. Insurance.
    1. Each party will obtain and maintain throughout the Term commercially reasonable insurance coverage appropriate for their respective operations. Each party will provide a certificate of insurance upon the other party's written request.
13. Arbitration.
    1. Any claim, dispute, or controversy between the parties arising out of or relating to this Agreement which cannot be satisfactorily settled by the parties will be finally and exclusively settled by binding arbitration (“Arbitration”) upon the written request of either party. The Arbitration will be administered under the American Arbitration Association’s Commercial Dispute Resolution Procedures in force when the notice of arbitration is submitted (the “Rules”). The Arbitration will be conducted by one arbitrator selected in accordance with the Rules. The seat of the Arbitration will be in New York, New York. The Arbitration will be conducted in English. The Arbitration award will be final and binding upon the parties, and judgment upon such award may be entered in any court having jurisdiction. The Arbitration proceedings and any award will be each party’s Confidential Information. The arbitrator’s award may include compensatory damages against either party but the arbitrator will not be authorized to and will not award punitive damages against either party. The parties agree to keep confidential the existence of the arbitration, the arbitral proceedings, the submissions made by the parties, and the decisions made by the arbitrator, including its awards, except as required by Applicable Law and to the extent not already in the public domain. Nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (A) seek injunctive relief in a court of law; or (B) to file suit in a court of law to address an intellectual property infringement claim.
14. Publicity.
    1. Safara may publicly list Customer as a customer of Safara and use Customer’s trademark, trade name, and logo for marketing or promotional purposes and in other communication with existing or potential Safara customers, resellers, or investors.
15. Miscellaneous.
    1. Governing Law. This Agreement is governed by New York law without reference to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Subject to Section 13 (Arbitration), all claims arising under this Agreement will be litigated exclusively in the federal or state courts of New York, New York. The parties submit to the jurisdiction in those courts. In any proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
    2. Non-Solicitation. During the Term and for two years thereafter, Customer will not directly or indirectly solicit for employment or otherwise induce, influence, or encourage any employee or contractor of Safara to terminate their engagement with Safara. This Section 15.2 will apply solely to the extent permitted by Applicable Law.
    3. Injunctive Relief. If either party breaches Sections 3.1 (Use Restrictions) or 6 (Confidentiality), the other party may suffer irreparable harm, and monetary damages may be inadequate to compensate the non-breaching party. Accordingly, either party may, in addition to any other remedies available, seek injunctive or other equitable relief in response to any such breach.
    4. Further Assurances. Each party will execute and deliver any documents or instruments, and take any further actions that are reasonably required, to provide the other party the full benefits and rights described in this Agreement.
    5. Assignment. Neither party may assign this Agreement or delegate its performance without the other party’s prior written consent, and any attempt to do so is void; except either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to which this Agreement relates. This Agreement is binding upon and inures to the benefit of the parties’ permitted successors and assigns.
    6. Severability. If any provision of this Agreement or portion of a provision is invalid, illegal, or unenforceable, the rest of this Agreement will remain in effect.
    7. No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
    8. Entire Agreement. This Agreement (including any Subscriptions) constitutes the entire agreement and supersedes any other agreement of the parties relating to its subject matter (including any nondisclosure agreements entered into in anticipation of this Agreement). Any additional provisions (including any “click wrap” terms, terms referenced via URL, or otherwise) in any purchase order or other document provided by Customer will be void and have no binding effect on Safara, except as described in Section 2.1 (Subscriptions). No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, or supplement the terms of this Agreement.
    9. Amendment. Safara may modify this Agreement from time to time by posting an updated version on its website or by otherwise providing notice to Customer. The updated Agreement will be effective as of the “Last Updated” date indicated therein (or such later date as specified). Customer’s continued access to or use of the Services following the effective date of any updated Agreement constitutes acceptance of the modified terms.
    10. Relationship. The parties are independent contractors of each other. Each party is responsible for instructing and managing its employees and personnel. This Agreement does not create any agency, partnership, or joint venture relationship between the parties.
    11. No Third-Party Beneficiaries. There are no third-party beneficiaries of this Agreement.
    12. Notices. All notices under this Agreement must be in writing, and will be considered given: (1) upon delivery, if delivered personally or by internationally recognized courier service; (2) three business days after being sent, if delivered by U.S. registered or certified mail (return receipt requested); or (3) upon acknowledgement of receipt, if delivered by email. Either party may update its notice address by notice to the other party in accordance with this Section. All notices to Safara will be sent to the address and contact set forth in an applicable Subscription.
    13. Force Majeure. Safara will not be liable for any delay or failure to perform under this Agreement as a result of any cause or condition beyond Safara’s reasonable control (a “Force Majeure Event”), so long as Safara uses reasonable efforts to avoid or remove those causes of delay or non-performance. If a Force Majeure Event causes Safara to delay or fail to perform its obligations under this Agreement for 30 consecutive days, either party may terminate this Agreement
    14. Interpretation. If Safara provides a translation of the English language version of this Agreement, the translation is provided solely for convenience, and the English version will prevail. Any heading, caption, or section title contained in this Agreement is for convenience only, and does not define or explain any provision. Any use of the term “including” or variations thereof should be construed as if followed by the phrase “without limitation.”

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