This Agreements sets forth the terms and conditions between Customer (as defined in the paragraph below) and Notion Labs, Inc. (“Notion,” “we,” “our,” or “us”) which govern Customer’s and its Affiliates’ license to access and use Notion’s Services. Notion and Customer may individually be referred to as a “party” and collectively “the parties.” The Agreement is effective as of the date that you sign up for any Service online or submit a Service Order that references this Agreement (the “Effective Date”).

By accepting this Master Subscription Agreement (“Agreement”), either by clicking a box indicating your acceptance, executing an Order Form or other document that references this Agreement, by using (or making any payment for) the Services, or by otherwise indicating your acceptance of this Agreement, you: (1) agree to this Agreement on behalf of the customer indicated on the Order (if applicable) or the organization, business, or other legal entity for which you act (“Customer,” “you,” or “Your); and (2) represent and warrant that you have the authority to bind Customer to this Agreement. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and may not use the Services.

Many organizations, such as businesses, use Notion’s Services. If you are accessing or using the Service on behalf of an organization, then your organization is legally and financially responsible for your access to and use of the Service as well as for the use of your Notion account by others affiliated with the organization, including any employees, agents or contractors. For the avoidance of doubt, the organization, company, or other legal entity for which you act will be considered the “Customer” under this Agreement. If you are accessing the Services for personal use only (i.e. not in connection with an organization, business, or  other legal entity), your use of the Services is governed by the Personal Use Terms of Service.

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Definitions

Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.

Account Information” means information that you and your Users provide to Notion in connection with (1) the creation or administration of your Notion account; or (2) Notion’s maintenance of your account or the Services. For example, Account Information includes names, usernames, passwords, phone numbers, email addresses, billing information, and usage information associated with your Notion account.

Confidential Information” means information that either party (“Discloser”) discloses to the other party (“Recipient”) under this Agreement, and that is conspicuously marked, or orally, and if applicable, visually stated as confidential or would normally be considered confidential information by a reasonable party 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. Notion’s Confidential Information includes non-public information regarding features, functionality, performance, and pricing of the Services, the Documentation, API(s), and other Notion products or services.

“Documentation” means Notion-provided user documentation relating to the Services (e.g. user guides) found here, as may be updated by Notion from time to time. Documentation does not include content published in user or community forums hosted or moderated by Notion.

“Customer Data” means all data stored by Customer or at Customer’s direction in the Services. Customer Data does not include Account Information. Notion sometimes refers to “User Content” in its policies and Documentation. To the extent User Content is stored in or transferred into a Customer Workspace, such User Content shall be considered Customer Data.

“Force Majeure Event” means any circumstances beyond Notion’s reasonable control, including, but not limited to, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Notion’s employees), Internet service provider failure or delay, Non-Notion Services failure, or acts undertaken by third parties, including without limitation, any denial of service attack or third party domain name system event.

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.

Marketplace” means Notion’s online marketplace of applications and integrations that interoperate with the Services.

Non-Notion Application” means any service, template, software, application, or integration that interoperates with the Service that is provided by Customer or a third party, including those provided through the Marketplace.

“Order Form” means any ordering documentation or online sign-up or subscription pages, regardless of form, agreed to between the parties which sets forth the Services licensed by the Customer and any relevant pricing. Multiple Order Forms may be entered into under this Agreement.

“Services” means Notion’s online software-as-a-service platform including any related APIs provided by Notion, together with all related mobile and desktop applications. “Services” exclude Non-Notion Applications.

Subscription” means licenses to the Services and Documentation, each as applicable in accordance with your Subscription Plan.

Subscription Fees” means all fees associated with your Subscription.