1. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer with access to the Company's proprietary platform described on the Order Form (the “Platform”) in accordance with the service and support terms attached as Exhibit A. The “Platform” includes any incidental software or documentation that is distributed or provided to Customer for use on a self-hosted basis or in a Customer-controlled public cloud environment in connection therewith.

1. Company will provide Customer with access to the Platform via the method set forth on the Order Form. Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use the Platform, accessed via such method, during the Term and in accordance with this Agreement.
2. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform; modify, translate, or create derivative works based on the Platform (except to the extent expressly permitted by Company); use the Platform for timesharing or service bureau purposes or otherwise for the benefit of a third party; remove any proprietary notices or labels; attempt to circumvent session limit or data retention limits; or continue using the Platform after the Term. Customer represents, covenants, and warrants that Customer will use the Platform only in compliance with Company's standard published policies then in effect, including Company's Acceptable Use Policy available at https://logrocket.com/acceptable-use (the “Policy”) and all applicable laws and regulations, and shall institute such disclosures and procedures in connection with Customer's privacy policy and data privacy practices as shall permit Customer to do the same. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, Customer-approved settlements and expenses (including without limitation costs and attorneys' fees) in connection with any third party claim or action to the extent arising from an alleged violation of the foregoing. Although Company has no obligation to monitor Customer's use of the Platform, Company may do so and may prohibit any use of the Platform it believes may be (or alleged to be) in violation of this Section 2.2. Customer represents and warrants that: (a) Customer owns or has obtained all necessary rights, consents, and permissions to provide Customer Data to the Platform and to grant the rights granted herein; (b) the provision and use of Customer Data as contemplated by this Agreement does not and will not violate any applicable law, regulation, or third-party right; and (c) Customer shall ensure that its use of the Platform, and any data provided to or collected through the Platform, complies with all applicable data protection and privacy laws.
3. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Platform, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer's knowledge or consent.
4. This Section 2.4 applies only to the extent Customer is using the SaaS (cloud-hosted) or Company-managed self-hosted version of the Platform, and does not apply to Customer's use of any fully self-hosted version of the Platform. Customer understands and acknowledges that it shall not upload to the Platform or otherwise provide to Company any “Sensitive Data”, as such term is defined herein. Company shall have no responsibility if any such Sensitive Data is uploaded or provided in violation of the foregoing. “Sensitive Data” means any information that: (a) requires a high degree of protection by law and where loss or unauthorized disclosure would require notification by Customer to government agencies, individuals or law enforcement, or (b) if made public, could expose individuals to a risk of physical harm, fraud, or identity theft. Sensitive Data includes, but is not limited to, social security numbers or other government-issued identification numbers, financial account numbers, credit card or debit card numbers, CVVs, credit report information or other personal financial information, health or medical information or other information that is subject to international, federal, state, or local laws or ordinances now or hereafter enacted regarding data protection or privacy. For clarity, personally identifiable information that does not otherwise fall within the definition of Sensitive Data (including names, email addresses, usernames, mailing addresses, and similar identifiers) is not “Sensitive Data” and may be uploaded to the Platform, provided that such upload does not violate Section 2.2. Notwithstanding the foregoing, if Customer inadvertently uploads Sensitive Data to the Platform, Company shall, upon Customer's written request, use commercially reasonable efforts to promptly assist Customer in identifying, mitigating, and deleting such Sensitive Data from the Platform.

1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Platform. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in provision of the Platform or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Notwithstanding the foregoing, the Receiving Party may disclose Proprietary Information of the Disclosing Party if required by law, provided that the Receiving Party takes all reasonable and legally permissible steps to minimize the extent of such disclosure and to notify and cooperate with the Disclosing Party in seeking a protective order or other mitigation therefor.
2. Customer shall own all right, title and interest in and to the data Customer uploads to the Platform or otherwise directs the Platform to capture (“Customer Data”). Company shall own and retain all right, title and interest in and to (a) the Platform, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with support, and (c) all intellectual property rights related to any of the foregoing.
3. To the extent Customer or any of its Users provides suggestions, enhancement requests, recommendations, corrections, or other feedback regarding the Platform (“Feedback”), Customer grants Company a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, transferable, and sublicensable license to use, reproduce, modify, and incorporate such Feedback into the Platform and Company's other products and services without obligation or compensation to Customer. For the avoidance of doubt, Feedback does not include Customer Data.
4. Notwithstanding anything to the contrary, Company shall have the right to collect and analyze “Usage Data”, meaning data and other information relating to the provision, use and performance of various aspects of the Platform and related systems and technologies, and Company will be free (during and after the Term) to use such information and data on a de-identified and aggregated basis to improve and enhance the Platform and for other development, diagnostic and corrective purposes in connection with the Platform and other Company offerings. No rights or licenses are granted except as expressly set forth herein.

1. For purposes of this Agreement, the following definitions apply: “AI Technology” means any machine learning, deep learning, large language model, neural network, or other artificial intelligence model, that is incorporated into or used in connection with the Platform. “AI Input” means any prompt, query, command, instruction, or other data submitted by or on behalf of Customer to the AI Technology; AI Input includes Customer Data. “AI Output” means any information, data, content, text, images, or other materials generated or produced by AI Technology based on AI Input. “Train” or “Training” means to create, develop, train, test, validate, retrain, fine-tune, update, improve, or modify AI Technology using data. “Training Data” means any information, data, or content used to Train AI Technology.
2. AI Input and AI Output shall be deemed Customer Data under this Agreement and subject to all rights, restrictions, and obligations applicable thereto. As between the parties, Customer owns all right, title, and interest in and to (a) AI Input and (b) AI Output resulting from Customer's AI Input (excluding any Company system prompts or proprietary model components embedded in the Platform).
3. Company shall not, and shall not permit any third party to, use Customer Data (including AI Input and AI Output) to Train any AI Technology, whether for Company's benefit or any third party's benefit. Notwithstanding the foregoing, Company may Train or fine-tune AI Technology using Customer Data solely to provide a customized AI model or feature for Customer's exclusive use (a “Customer-Specific Model”), provided that: (i) Customer has opted in to such Training in writing (which may be via the Platform's settings); (ii) any Customer-Specific Model is used solely in connection with Customer's instance of the Platform and is not made available to, or used for the benefit of, any other customer or third party; (iii) Customer Data used to Train a Customer-Specific Model is not commingled with, or used to Train, any AI Technology provided to any other customer or third party; and (iv) upon Customer's written request, Company shall promptly delete all Customer Data used to Train such Customer-Specific Model and cease use of the Customer-Specific Model.
4. Upon reasonable request, Company will provide Customer with information regarding how the AI Technology operates, the types of data it processes, and commercially reasonable explanations of the outputs it produces. Company has implemented industry-standard measures to minimize inaccuracies in AI Output.
5. Customer acknowledges that AI Output may contain inaccuracies and should be reviewed by qualified personnel before being relied upon for decision-making. AI Output is provided for informational purposes and does not constitute professional advice.

1. Customer will pay Company the then applicable fees described in the Order Form in accordance with the terms therein (the “Fees”). Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term or then-current renewal term, upon sixty (60) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company's customer support department.
2. Each Customer order, whether placed through an Order Form or selected by Customer in the online dashboard, will specify the applicable payment terms (e.g., due on receipt, NET 30, NET 45, NET 60, or such other duration as set forth in the Order Form or online order confirmation) (the “Payment Duration”). Full payment of invoices issued by Company must be received within the Payment Duration specified for the applicable order, measured from the electronic mailing date of the invoice (or, for orders due on receipt, upon issuance of the invoice). For any order with payment due on receipt, Customer shall maintain a valid credit card on file in the LogRocket dashboard and authorizes Company to charge such card for all Fees and applicable taxes when due. For orders with NET payment terms, Company shall issue invoices to the billing email address specified in the applicable Order Form. For orders with payment due on receipt, paid invoices will be made available to Customer in the LogRocket dashboard. Payment obligations are not contingent upon completion of any internal vendor onboarding, procurement-portal registration (e.g., SAP Ariba, Coupa), or purchase order process; failure to complete any such process shall not excuse or delay payment beyond the Payment Duration as long as Company uses commercially reasonable efforts to complete onboarding. Unpaid amounts are subject to a finance charge of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of the Platform and all applicable rights and licenses thereto. Fees are exclusive of all taxes, levies, duties, assessments, or similar governmental charges, including sales, use, value-added, goods and services, withholding, excise, and similar taxes, however designated, that are imposed on or associated with Customer's purchase, access to, or use of the Platform, other than U.S. taxes based on Company's net income. Customer is responsible for paying all such taxes, whether invoiced by Company or payable directly by Customer to the applicable taxing authority. If Company is required to collect or remit any such taxes, Company may invoice Customer for such amounts and Customer shall pay them in accordance with this Agreement. Customer shall provide Company with any valid tax exemption certificate or other documentation reasonably requested to support an exemption. If Customer is required by law to withhold any taxes from amounts payable to Company, Customer shall gross up the payment so that Company receives the full amount it would have received absent such withholding, except to the extent such withholding is attributable to U.S. taxes based on Company's net income.
3. If any amount owed by Customer under this Agreement is more than ten (10) days overdue (other than amounts subject to good faith dispute), Company may, upon written notice to Customer, suspend Customer's access to the Platform until all overdue amounts are paid in full. Company will promptly restore access upon receipt of payment. Any suspension under this subsection shall not relieve Customer of its payment obligations under this Agreement, and Fees shall continue to accrue during any period of suspension. Suspension shall not constitute a termination of this Agreement.

1. This Section 6 applies only if Customer has opted in to the Overage Sessions feature, either by electing Overage Sessions on an applicable Order Form or by enabling the Overage Sessions setting within the Platform. If Customer has not opted in, this Section 6 shall have no force or effect.
2. Customer's plan includes a fixed number of sessions per quota period (the “Quota”), as stated in the applicable Order Form. The Quota may be measured on a monthly or annual basis, as specified in the Order Form. Customer may use up to the Quota without additional usage charges. Customer may upgrade to a higher Quota tier at any time by contacting Company or by selecting a different configuration in the Platform dashboard.
3. If Customer uses more sessions in a quota period than the Quota (“Overage Usage”), Customer shall pay an overage fee at the per-session rate specified in the applicable Order Form or the Platform dashboard. Overage Fees are calculated on a monthly basis, measured from each monthly anniversary of the start date of Customer's current Term. For Customers with a monthly Quota, Overage Fees will be included on each monthly invoice. For Customers with an annual Quota, Overage Fees will be invoiced separately on a monthly basis beginning in the month in which cumulative usage exceeds the annual Quota. All Overage Fees are exclusive of taxes, which Customer shall pay as applicable.
4. Regardless of the payment method specified in the Agreement or any Order Form, Customer must maintain a valid credit card on file with Company for Overage Fee billing. Company will automatically charge such card for Overage Fees on a monthly basis. Customer agrees to keep the card information complete, current, and valid. If a charge is declined, Company may suspend access to the Overage Sessions feature until payment is successfully processed. Failure to timely pay Overage Fees may result in interest and other consequences under this Agreement.
5. Company will make usage summaries available in the Platform dashboard, including the Quota, sessions consumed, Overage Usage, and Overage Fees. Company will also provide such summaries upon Customer's written request. Customer must raise any disputes regarding usage within five (5) business days of the applicable invoice. After that period, the usage data and charges are deemed accepted.
6. Unused portions of the Quota do not carry forward to future quota periods. Overage Usage cannot be offset by unused sessions from prior periods.

1. Subject to earlier termination as provided below, this Agreement is for the Initial Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
2. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days' notice (or upon ten (10) days' notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Platform up to and including the last day on which the Platform is made available. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnity obligations, and limitations of liability.

Company represents and warrants that Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Platform in a manner which minimizes errors and interruptions and that the Platform shall perform in all material respects in conformity with the documentation accompanying the Platform. The sole and exclusive remedy for any breach of the foregoing warranty is Company's performance of the support obligations set forth in Exhibit A hereto. If hosted by Company, the Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company's reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. Company will comply with applicable law with respect to its performance under this Agreement. Company does not warrant that the Platform will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Platform. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE PLATFORM IS PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Company shall defend Customer and its officers, directors, employees, subcontractors and agents from and against all third party claims, demands, suits or causes of action alleging that the Platform infringes upon such third party's trademark, copyright, or patent, in each case registered in the United States (“IPR Claim”) and will indemnify and hold Customer harmless from any third party damages or liabilities resulting from any finally adjudicated or settled IPR Claim. In the event that the Platform is found to be infringing or if Company deems it advisable as a result of a claim or threatened claim, Company will, in its reasonable discretion: (i) procure for Customer the right to continue using the applicable aspects of the Platform; (ii) replace or modify the applicable aspects of the Platform so that it becomes non-infringing; or (iii) in the event that Company cannot reasonably do either of the foregoing in its discretion, terminate the particular Order Form to which the IPR Claim relates and refund the prorated fees associated with such aspects of the Platform for the remaining unused portion of the then current term. Notwithstanding the foregoing, Company will have no obligation with respect to any IPR Claim to the extent arising from (A) modification of the Platform by any party other than Company without Company's express consent; (B) the combination, operation, or use of the Platform with other product(s), data or services where the Platform would not by itself be infringing; or (C) unauthorized or improper use of the Platform. These remedies will be Customer's sole remedy for any IPR Claims. In asserting any claim for defense and indemnification, Customer must provide prompt written notice describing the claim, and cooperate fully with the Company. Company will be entitled to control any proceedings or litigation for which it is indemnifying Customer, except that Company will not, without the Customer's prior written consent (not to be unreasonably withheld), enter into any settlement that would require Customer admit liability or pay any moneys.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND EXCEPT FOR THE INDEMNITY OBLIGATIONS OR BREACH OF SECTION 2.2 OR 2.4, NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (B) OTHER THAN PAYMENT OBLIGATIONS UNDER SECTION 5, FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE PLATFORM IN THE TWELVE (12) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY (THE “CAP”), WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

1. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Customer may not remove or export from the United States or allow the export or re-export of the Platform or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. This Agreement is not assignable, transferable or sublicensable by Customer except with Company's prior written consent, not to be unreasonably withheld; provided that Customer may assign this Agreement without consent to the acquirer in connection with a merger, acquisition, or sale of all or substantially all of its assets. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement; for purposes of Section 10 “indemnity obligations” refers only to the obligations contained in Sections 2 and 9 of this Agreement, and not any such obligations contained in any exhibit, attachment, rider, or related agreement. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. Company may refer to Customer as a user of the Platform on its website and in promotional materials and may use Customer's name, logo, and other trademarks in press and marketing materials consistent with any brand guidelines provided by Customer. Company will promptly cease such use of Customer's name, logo and other trademarks upon written request by Customer. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.
2. Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement (other than payment obligations) if such failure or delay results from circumstances beyond the party's reasonable control, including but not limited to acts of God, natural disasters, pandemic, fire, flood, terrorism, war, government action, utility or communications failures or interruptions, or failures of third-party vendors (“Force Majeure Event”). The affected party shall provide prompt notice to the other party and use commercially reasonable efforts to resume performance as soon as practicable. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate this Agreement upon written notice to the other party.