Effective: 11/27/2023
Previous version effective 10/17/2023 - 11/26/2023
Previous version effective 6/23/2023 - 10/16/2023
Previous version effective 4/23/2023 - 6/22/2023
Previous version effective 12/15/2022 - 4/22/2023
Previous version effective 09/08/2022 - 12/14/2022
Previous version effective 07/24/2022 - 09/07/2022
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE SERVICES OFFERED BY TEMPORAL TECHNOLOGIES INC. (“TEMPORAL”). BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH TEMPORAL WHICH REFERENCE THESE TERMS (EACH, AN “ORDER”) OR BY ACCESSING OR USING THE SERVICES IN ANY MANNER, YOU (“YOU” OR “CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL ORDER FORMS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT; IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION OR ENTITY, REFERENCES TO “CUSTOMER” AND “YOU” IN THIS AGREEMENT, EXCEPT THIS SENTENCE, REFER TO THAT ORGANIZATION OR ENTITY. TEMPORAL AND CUSTOMER ARE EACH HEREIN REFERRED TO INDIVIDUALLY AS A “PARTY,” OR COLLECTIVELY AS THE “PARTIES”). IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
1. SCOPE OF SERVICE AND RESTRICTIONS
1.1 Access to and Scope of Service. Subject to Temporal’s receipt of the applicable Fees, Temporal hereby grants Customer the right to access and use the Services in accordance with the corresponding Order and the terms and conditions of this Agreement solely during the authorized term specified in the Order (the “Term”). “Services” means the cloud-based software services provided by Temporal under the brand ‘Temporal Cloud’. Customer’s use of the Services must at all times be in accordance with Temporal’s Acceptable Use Policy at www.temporal.io/aup and solely for Customer’s internal business purposes.
1.2 Trials and No-fee Access. If Customer is accessing or making use of the Services on a no-fee, trial, or evaluation basis (the “Evaluation Access”), Customer may use the Services for the authorized term set forth in an applicable Order. Customer acknowledges and agrees that the Evaluation Access is provided on an “as-is” basis, and Evaluation Access is provided without any indemnification, support, warranties, or representation of any kind. Additionally, Customer acknowledges and agrees that Temporal may terminate Evaluation Access at any time.
1.3 Restrictions. Customer will use the Services only in accordance with all applicable laws, including, but not limited to, laws related to data (whether applicable within the United States, the European Union, or otherwise). Customer agrees not to (and will not allow any third party to): (i) distribute, sublicense, assign, delegate, rent, lease, sell, time-share or otherwise transfer the benefits of use to the Services; (ii) remove or otherwise alter any copyright, trademark, proprietary notices or labels; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the underlying structure, ideas, or algorithms of the Services; (iv) modify, translate or create derivative works of the Services; (v) rent, resell or otherwise allow any third party access to or use of the Services; or (vi) access or use the Services other than according to the Acceptable Use Policy during the Term.
1.4 Ownership. Temporal retains all right, title, and interest in and to the Services, and any software, products, works or other intellectual property created, used, provided or made available by Temporal under or in connection with the Services. Customer may from time to time provide suggestions, comments or other feedback to Temporal with respect to the Services (“Feedback”). Customer shall, and hereby does, grant to Temporal a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose.
1.5 Customer Data. Customer is solely responsible for Customer Data including, but not limited to compliance with all applicable laws and this Agreement; and backing up and maintaining Customer Data. “Customer Data” means any data, information or other material provided, uploaded, or submitted by Customer to the Services for processing by Temporal on customer’s behalf. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not Temporal, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. The Customer is responsible for any use (including unauthorized use) of the Services using Customer's credentials to the Services unless the unauthorized use of the Services is due to Temporal’s failure to secure the Services. Temporal will retain Customer Data for up to thirty (30) days following the termination or expiration of the corresponding Order. Thereafter, Customer agrees and acknowledges that Customer Data will be irretrievably deleted.
1.6 Personal Data. Temporal will process any personal data or personal information included in the Customer Data in accordance with the Data Processing Agreement found at temporal.io/dpa (or such updated URL provided by Temporal from time to time), and which is incorporated by reference. Customer acknowledges that Customer has exclusive control and responsibility for determining what data Customer submits to the Services and for obtaining all necessary consents and permissions for submission of such data and processing instructions to Temporal. Except for contact information consisting of first and last name, title and email address for which Customer has obtained necessary rights of access and use from the individual, Customer agrees not to submit other personal data or any sensitive personal information (including government issued identification numbers, financial account information, payment card information, and personal health information) to Temporal. In addition, Customer acknowledges that personal data or personal information processed by Temporal in its capacity as a data controller will be processed in accordance with Temporal’s Privacy Policy which is available at https://docs.temporal.io/privacy-policy. If Temporal is granted access to sensitive personal data, Customer shall promptly notify Temporal and Temporal shall delete all such sensitive personal data in its possession or control, and Customer shall terminate such access. Notwithstanding anything to the contrary, Customer acknowledges and agrees that Temporal may use Customer Data for the purposes of providing the Services, making any improvements thereto.
1.7 Usage Data. Temporal may compile (i) statistical and other information related to the performance, operation and users’ use of the Services, and (ii) data related to identifiable users’ usage of features and functionality within the Services (collectively, “Usage Data”). Usage Data is used solely (i) for billing during the Term (as defined below), (ii) during and after the Term to implement, operate, maintain and improve the Services and to fulfill its obligations hereunder; and (iii) during and after the Term, and in aggregated and anonymized (as each such term is defined in any applicable privacy law, and provided that such aggregated and anonymized Usage Data cannot under any circumstances be reidentified to a natural person) form, to create statistical analyses and for research and product development. If Temporal discloses any Usage Data to third parties for the foregoing purposes, such disclosure will be in a manner that does not identify, and cannot under any circumstances be reidentified to, Customer or its users. Temporal retains all intellectual property rights in Usage Data.
1.8 Information Security. Company will implement, maintain, and follow reasonable, industry-standard technical and organizational measures which are designed to secure and protect Customer Data.
1.9 Uptime. The Service Level Agreement (the “SLA”) attached hereto as Exhibit A shall apply to Temporal’s provision of the Services.
1.10 Service Suspension. Temporal may suspend Customer’s access to or use of the Services as follows: (a) immediately if Temporal reasonably believes Customer’s use of the Services may pose a security risk to or may adversely impact the Services; (b) immediately if Customer is in violation of the Acceptable Use Policy; (c) immediately if Customer become insolvent, has ceased to operate in the ordinary course, made an assignment for the benefit of creditors, or becomes the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; (d) following thirty (30) days written notice if Customer is in breach of this Agreement or any Order (and has not cured such breach, within the thirty (30) days of such notice); or (e) immediately Customer has failed to pay Temporal the applicable Fees with respect to the Services.
2. FEES, ORDERS AND TAXES
2.1 Fees. Customer shall pay to Temporal the applicable fees as set forth in each applicable Order(s) (collectively, the “Fees”). Customer acknowledges that it shall have no right to return the Services and that all Fees shall be non-refundable except as otherwise set forth herein.
2.2 Invoices and Payment. By providing a credit card or other payment method accepted by Temporal ("Payment Method") for the Services, Customer agrees that Temporal is authorized to charge to the elected Payment Method all applicable Fees when due, and any other charges Customer may incur in connection with Customer's use of the Services. For all purchased Services, the Payment Method will be charged on a monthly basis or at the interval indicated in the applicable Order Form. If Temporal does not collect a Payment Method from Customer at the time of purchase, Temporal will invoice Customer for the charges at the email address on file with Temporal. Customer will pay all invoiced amounts within thirty (30) calendar days of the invoice date. Unless otherwise specified in an Order Form, Customer will pay all Fees on an annual, prepaid basis. Overdue invoices are subject to a finance charge of 1.5% per month or the maximum permitted by law, whichever is lower, plus all expenses of collection.
2.3 Orders. Customer or its Affiliates may place Orders for additional Services or extend the term of the existing Services by specifying such order details in an Order agreed to in writing by the Parties referencing this Agreement. “Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or is controlled by, or is under common ownership or control with a Party. As used herein, “control” means the power to direct the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent (50%) of the voting equity securities or other equivalent voting interests of an entity.
2.4 Taxes. Any and all payments made to Temporal in accordance with this Agreement are exclusive of any taxes that might be assessed against Customer by any jurisdiction. Customer shall pay or reimburse Temporal for all value-added, sales, use, property and similar taxes; all customs duties, import fees, stamp duties, license fees and similar charges; and all other mandatory payments to government agencies of whatever kind, except taxes imposed on the net or gross income of Temporal. All amounts payable to Temporal under this Agreement shall be without set-off and without deduction of any taxes, levies, imposts, charges, withholdings and/or duties of any nature which may be levied or imposed, including without limitation, value added tax, customs duty and withholding tax.
3. TERM AND TERMINATION
3.1 Term. The term of this Agreement shall commence on the Effective Date and unless terminated earlier according to this Section 3, will end on the last day of the Term specified in Customer’s last Order.
3.2 Termination for Cause. Either Party may terminate this Agreement and/or any Order by providing written notice to the other Party in the event (a) the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt by the breaching Party of written notice specifying the breach; provided, however, termination shall be immediate upon providing notice of the breach if the breach is not curable; (b) immediately if a receiver, trustee, administrator, or administrative receiver is appointed for the other Party or its property; (c) immediately if the other Party makes an assignment for the benefit of creditors; (d) any proceedings should be commenced against the other Party under any bankruptcy, insolvency, or debtor’s relief law, and such proceedings shall not be vacated or set aside within sixty (60) days from the date of commencement thereof; or (e) immediately if the other Party is liquidated or dissolved.
3.3. Termination for Convenience. Will be as set forth in the applicable Order document.
3.4 Effect of Termination. Upon any expiration or termination of this Agreement, Customer shall immediately cease use of the Services. Each Party will destroy all Confidential Information, and other materials and information provided by the other Party. Any termination or expiration shall not relieve Customer of its obligation to pay all Fees accruing prior to termination. If the Agreement is terminated by Temporal pursuant to Section 3.2(a), Customer shall pay to Temporal all of the Fees for the entire term set forth in the corresponding Order(s). If the Agreement is terminated by Customer pursuant to Section 3.2(a), Customer shall be entitled to a refund of any pre-paid unused Fees.
3.5 Survival. The following provisions will survive termination of this Agreement: Sections 1.5 (Ownership), 3.4 (Effect of Termination), Section 3.5 (Survival), Section 4 (Confidentiality), Section 5 (Indemnification), Section 7 (Limitation of Liability), and Section 8 (General Terms).
4. CONFIDENTIALITY
Confidentiality. During the term of this Agreement, either Party may provide the other Party with confidential and/or proprietary materials and information (“Confidential Information”). All materials and information provided by the Disclosing Party and identified at the time of disclosure as “Confidential” or bearing a similar legend, and all other information that the receiving Party (“Receiving Party”) reasonably should have known was the Confidential Information of the disclosing Party (“Disclosing Party”), shall be considered Confidential Information. The Receiving Party will only disclose such information to its Affiliates, officers, directors, employees, subcontractors, agents or prospective financing sources or acquirers who need to know such information in connection with this Agreement and who are bound by written agreements requiring the protection of such Confidential Information. The obligations in this Section shall not apply to any information that: (a) is made generally available to the public without breach of this Agreement, (b) is developed by the Receiving Party independently from and without reference to the Confidential Information, (c) is disclosed to the Receiving Party by a third party without restriction, or (d) was in the Receiving Party’s lawful possession prior to the disclosure and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's expense, if the Disclosing Party wishes to contest the disclosure. In any event, the Receiving Party shall not release any more of the Disclosing Party’s Confidential Information than is reasonably necessary, in the opinion of the Receiving Party’s counsel, to comply with the applicable Order. At any time, upon the Disclosing Party’s written request, the Receiving Party shall destroy all of Disclosing Party’s Confidential Information in its possession, including, without limitation, all copies and extracts thereof.
5. INDEMNIFICATION
5.1 Indemnification by Customer. Customer will defend, indemnify, and hold Temporal, its affiliates, suppliers and licensors and each of their respective officers, directors, employees and representatives harmless from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) Customer Data; or (b) Customer’s breach of Sections 1.3 or 1.7.
5.2 Indemnification by Temporal. Temporal will defend, indemnify, and hold Customer harmless from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from claims by a third party that Customer’s use of the Services directly infringes or misappropriates a third party’s United States (or Berne Convention signatory country) intellectual property rights (an “Infringement Claim”). Without limiting the foregoing, in the event that any portion of the Services is likely to, in Temporal’s sole opinion, or does become the subject of an Infringement Claim, Temporal may, at its option and expense: (i) procure for Customer the right to continue using the allegedly infringing item, (ii) substitute a functionally equivalent non-infringing replacement for such item, (iii) modify such item to make it non-infringing and functionally equivalent, or (iv) terminate the Agreement and any outstanding Orders and refund to Customer prepaid unused Fees for the infringing items. Notwithstanding any other provision in this Agreement, Temporal shall have no obligation to indemnify or reimburse Customer with respect to any Infringement Claim to the extent arising from: (a) the combination of any Customer Data with the Services; (b) the combination of any products or services, other than those provided by Temporal to Customer under this Agreement; or (c) designs or specifications provided to Temporal by Customer that caused such Infringement Claim. Customer agrees to reimburse Temporal for any and all damages, losses, costs and expenses incurred as a result of any of the foregoing actions.
5.3 Notice of Claim and Indemnity Procedure. The Parties’ obligations under this Section 5 are contingent upon the indemnified party (i) giving prompt written notice to the indemnifying party of any claim subject to indemnification under this Section 5; (ii) giving the indemnifying party sole control of the defense or settlement of the claim; and (iii) cooperating in the investigation and defense of such claim(s). The indemnifying party shall not settle or consent to an adverse judgment in any such claim that adversely affects the rights or interests of the indemnified party without the prior express written consent of the indemnified party, which shall not be unreasonably withheld. The rights and remedies set forth in this Section 5 are the sole obligations of the indemnifying party and exclusive remedies available to the indemnified party in the event of a third party claim that is subject to indemnification under this Section 5.
6. WARRANTY
6.1 Warranty. The Services, when used by Customer in accordance with the provisions of this Agreement and in compliance with the applicable Documentation, will perform in accordance with the Documentation, in all material respects.
6.2 Exclusive Remedies. Customer shall report to Temporal, pursuant to the notice provision of this Agreement, any breach of the warranty set forth in this Section 6. In the event of a breach of warranty by Temporal under this Agreement, Customer’s sole and exclusive remedy, and Temporal’s entire liability, shall be prompt correction of any material non-conformance in order to minimize any material adverse effect on Customer’s business.
6.3 Disclaimer of Warranty. Temporal does not represent or warrant that the operation of the Services (or any portion thereof) will be uninterrupted or error free, or that the Services (or any portion thereof) will operate in combination with other hardware, software, systems or data not provided by Temporal, except as expressly specified in the applicable Documentation. CUSTOMER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.1, TEMPORAL MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES, OR THEIR CONDITION. TEMPORAL IS FURNISHING THE WARRANTY SET FORTH IN SECTION 6.1 IN LIEU OF, AND TEMPORAL HEREBY EXPRESSLY EXCLUDES, ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, WHETHER UNDER COMMON LAW, STATUTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
7. LIMITATIONS OF LIABILITY
IN NO EVENT SHALL TEMPORAL BE LIABLE FOR ANY LOST DATA, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICES OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. TEMPORAL’S LIABILITY FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.
8. GENERAL TERMS
8.1 Assignment. Neither Party may transfer and assign its rights and obligations under this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may transfer and assign its rights under this Agreement without consent from the other Party in connection with a change in control, acquisition or sale of all or substantially all of its assets.
8.2 Force Majeure. Neither Party shall be responsible for failure or delay in performance by events out of their reasonable control, including but not limited to, acts of God, Internet outage, terrorism, war, fires, earthquakes and other disasters (each a “Force Majeure”). Notwithstanding the foregoing: (i) Customer shall be liable for payment obligations for Services rendered; and (ii) if a Force Majeure continues for more than thirty (30) days, either Party may terminate this Agreement by written notice to the other Party.
8.3 Notice. All notices between the Parties shall be in writing and shall be deemed to have been given if personally delivered or sent by registered or certified mail (return receipt), or by recognized courier service to the appropriate address set forth above. In addition, a copy of all notices to Temporal must also be sent via email to legal@temporal.io.
8.4 Independent Contractor. Temporal is an independent Contractor and both Parties agree that no agency, partnership, joint venture, or employment is created as a result of this Agreement. Customer does not have authority of any kind to bind Temporal.
8.5 Governing Law. This Agreement shall be governed exclusively by, and construed exclusively in accordance with, the laws of the United States and the State of Washington, without regard to its conflict of law’s provisions. The federal courts of the United States in King County, Washington and the state courts of the State of Washington shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each Party hereby consents to the jurisdiction of such courts and waives any right it may otherwise have to challenge the appropriateness of such forums, whether on the basis of the doctrine of forum non conveniens or otherwise. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or any Purchase Order issued under this Agreement.
8.6 Export Compliance. The Services and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Temporal and Customer each represents that it is not on any U.S. government denied-party list. Customer will not permit any User to access or use any Service in a U.S.-embargoed country or region (e.g., the Crimea, Luhansk or Donetsk regions, Cuba, Iran, North Korea, or Syria) or in violation of any U.S. export law or regulation.
8.7 Marketing. Customer hereby grants Temporal the right to identify Customer as a Temporal customer, and use Customer’s name, mark and logo on Temporal’s website and in Temporal’s marketing materials in connection with the Customer’s use of the Services.
8.8 Entire Agreement. 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, and all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. This Agreement prevails over any pre-printed terms or other conflicting or additional terms of any purchase order, ordering document, acknowledgement, click through agreement or terms, or confirmation or other document issued or made available by Customer, even if signed and returned or otherwise accepted. Any term or provision of this Agreement held to be illegal or unenforceable shall be, to the fullest extent possible, interpreted so as to be construed as valid, but in any event the validity or enforceability of the remainder hereof shall not be affected. In the event of a conflict between this Agreement and the Order document, the terms of the Order shall control.
EXHIBIT A
SERVICE LEVEL AGREEMENT Temporal will make the Services available with a monthly uptime percentage for each cloud region, during any monthly billing cycle, of at least 99.9% “Monthly Uptime Percentage”. In the event Temporal does not meet the Monthly Uptime Percentage commitment, Customer will be eligible to receive a service credit (broken down below).
- Service Credits. A “Service Credit” is a dollar credit, calculated as set forth below, that may be credited back to Customer.
- Less than 99.9% but greater than or equal to 99.0%: 10% of monthly fees
- Less than 99.0% but greater than or equal to 95.0%: 25% of monthly fees
- Less than 95.0%: 100% of monthly fees
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Availability. Is calculated for each 5-minute interval as the percentage of requests processed by Temporal within the region that do not fail with errors and relate solely to the provisioned Temporal workflow. If no requests were made in a given 5-minute interval, that interval is assumed to be 100% available. Monthly Uptime Percentage for a given Temporal region is calculated as the average of the availability for all 5-minute intervals in a monthly billing cycle.
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Service Credit Request. “Downtime Event” is a month in which Temporal has not met the Monthly Uptime Percentage commitment. Customer may submit a Service Credit request within thirty (30) days of such Downtime Event. The Service Credit request must be written and provide details of the Downtime Event to enable Temporal to validate such Service Credit request. Temporal will consider all submitted Service Credit requests for Downtime Events and will notify Customer in writing of the Service Credits awarded to Customer. These Service Credits are Customer’s sole remedy for any Downtime Events. Service Credits for Downtime Events will be credited against subsequent payments owed by Customer.
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Incident Response Times.
| Severity | Basic Support Response Time | Premium Support Response Time |
|---|---|---|
| P0 | 1 business hour | 30 minutes |
| P1 | 4 business hours | 1 business hour |
| P2 | 1 business day | 4 business hours |
| P3 | 2 business days | 1 business day |
- Support Availability.
| Support Availability |
|---|
| P0: 24x7 |
| P1-3: 0500 - 1700 |
| Monday - Friday (GTM-9) |
- Temporal SLA Exclusions. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any unavailability, suspension or termination of Temporal, or any other Temporal performance issues: (i) caused by factors outside of Temporal’s reasonable control, including any force majeure event or internet access or related problems beyond the demarcation point of Temporal; (ii) that result from any voluntary actions or inactions from Customer or any third party (e.g. scaling of provisioned capacity, misconfiguring security, or credential settings, disabling encryption keys or making the encryption keys inaccessible, etc.); (iii) that result from Customer not following the best practices described in the Documentation; (iv) that result from Customer’s equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within Temporal’s direct control); or (v) arising from the suspension or termination of Customer’s right to use the Services in accordance with the Agreement.