1. Customer agreement and authority
This Customer Subscription Agreement governs access to and use of FrequenSolve Cloud by the customer organization identified in the applicable Chargebee Checkout, order form, or other ordering document. The person accepting represents that they are authorized to bind that organization.
The customer is responsible for its tenant administrators, authorized users, seat assignments, and compliance with the agreement. Each individual user must separately accept the current FrequenSolve Cloud User Terms of Use before entering the product workspace.
2. Subscription, usage, and payment
The plan, price, currency, billing interval, included Solver Compute Units, trial details, renewal behavior, taxes, and other material purchase terms shown in Chargebee Checkout or an executed order control the purchase. Chargebee is the source of truth for customer and subscription status; Stripe, when configured, acts only as Chargebee's payment gateway.
The customer authorizes the charges and payment method described at Checkout or in the applicable order. Any usage, overage, credit, seat, or entitlement treatment must match the approved catalog and customer-facing ordering information.
3. Trial, renewal, cancellation, and suspension
Before purchase, FrequenSol must clearly disclose any trial conversion, recurring renewal, cancellation, refund, proration, dunning, and data-access consequences that apply. Available cancellation and payment-method actions are provided through the Chargebee self-service portal or FrequenSol support.
Access may be restricted when a subscription no longer permits service use or when reasonably necessary to address payment, security, legal, or material acceptable-use risks. Legally required billing, security, and audit evidence may be retained.
4. Customer data and service responsibilities
As between the parties, the customer retains its rights in customer-provided data and simulation outputs. The customer grants the limited rights necessary to host, process, transmit, back up, secure, and return that data while providing the service.
The customer is responsible for its inputs, models, instructions, uploaded data, expected output validation, and the legal rights needed for FrequenSol and its infrastructure providers to process those materials.
5. Individual users and service communications
The customer must ensure that only authorized individuals receive product access. Every user is presented with separate User Terms of Use and an Acceptable Use Policy at first access and after a material user-terms change.
Billing, security, account, and service-operation messages are transactional communications needed to administer the subscription and service. Optional promotional marketing is governed by a separate, revocable Marketing Communications preference and is not required to purchase or use FrequenSolve Cloud.
6. Intellectual property and feedback
FrequenSol and its licensors retain all rights in FrequenSolve Cloud, its software, documentation, service design, and related technology. No rights are granted except the limited right to use the service during the applicable subscription term under this agreement and the ordering document.
If the customer provides suggestions or feedback, FrequenSol may use them without restriction or payment, provided that doing so does not identify the customer or disclose customer confidential information.
7. Confidentiality and security
Each party must protect the other party's nonpublic information using reasonable care and may use it only to perform or receive the service. These obligations do not cover information that is public through no breach, was already lawfully known, is received lawfully without a confidentiality duty, or is independently developed.
FrequenSol maintains administrative, technical, and organizational safeguards designed to protect customer data. The customer must use available security controls, protect credentials, and promptly notify FrequenSol of suspected unauthorized access.
8. Warranties and disclaimers
Each party represents that it has authority to enter into this agreement. FrequenSol will provide the service with reasonable skill and care and will use commercially reasonable efforts to maintain its material functionality.
Except for those express commitments and to the maximum extent permitted by law, the service is provided without other warranties, including implied warranties of merchantability, fitness for a particular purpose, title, and noninfringement. Simulation outputs depend on customer inputs, assumptions, numerical methods, third-party software, and infrastructure and must be independently reviewed before consequential use.
9. Liability
To the maximum extent permitted by law, neither party is liable under this agreement for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, goodwill, or business interruption, even if advised that such losses were possible.
Except for payment obligations, misuse of the other party's intellectual property, breach of confidentiality, fraud, willful misconduct, or liabilities that law does not permit a party to limit, each party's aggregate liability arising from the service will not exceed the fees paid or payable for the service during the twelve months before the event giving rise to the claim.
10. Term, termination, and data access
This agreement begins when the customer accepts it and continues while an ordering document or subscription remains active. Either party may terminate for a material breach that is not cured within thirty days after written notice, or sooner when the breach cannot reasonably be cured. FrequenSol may suspend affected access to address an urgent security, legal, payment, or acceptable-use risk and will limit the suspension where reasonably practicable.
At the end of service, the customer should export data it wishes to retain within any export period shown in the service or ordering information. FrequenSol may delete customer data after that period, subject to applicable law, backup cycles, and records that must be retained for billing, security, dispute, or compliance purposes.
11. General terms
The customer may not assign this agreement without FrequenSol's written consent, except as part of a merger, reorganization, or sale of substantially all relevant assets where the successor assumes the agreement. FrequenSol may use affiliates and subprocessors to provide the service and remains responsible for its obligations under this agreement.
Neither party is responsible for delay caused by events beyond its reasonable control. Notices may be delivered electronically to the account or contact addresses on file. If an ordering document conflicts with this agreement, the ordering document controls for that purchase. If any provision is unenforceable, the remaining provisions remain effective; a waiver must be in writing and applies only to the stated instance.
The governing law and forum are those stated in the applicable ordering document. If none are stated, those terms must be agreed in writing before paid service activation. This agreement, the ordering documents, incorporated policies, and any data-processing terms form the entire agreement about the service.