Termination and Disputes

Affiliate Definition An affiliate is a company linked to another by ownership or control. The contract's definition decides which group companies can use the service and whose data is covered. Arbitration Clause An arbitration clause says disputes go to a private arbitrator instead of a court. It often comes with a ban on class actions and a waiver of jury trials. Arbitration Opt-Out Window An arbitration opt-out window is a short period, such as 30 days, in which you can refuse a vendor's arbitration clause and keep your right to go to court. Assignment Clause An assignment clause says whether either side can hand the contract over to another company. In vendor terms, it often lets the vendor transfer your contract, and your data, to a buyer without asking you. Change of Control Clause A change of control clause says what happens to a contract when one side is bought, merged or sold, such as whether the other side can end the contract or must accept the new owner. Class Action Waiver A class action waiver is a clause where you give up the right to join a group lawsuit against a vendor and agree to bring claims only on your own, usually in arbitration. Confidentiality Clause A confidentiality clause makes both sides keep each other's private business information secret and use it only for the contract. Whether it also covers the data you put into the product depends on how the clause defines confidential information. Cure Period A cure period is the time a party gets to fix a breach after receiving notice of it, often 30 days in SaaS agreements, before the other side can terminate. Unpaid invoices often follow a separate, faster suspension track. Entire Agreement Clause An entire agreement clause says the signed contract is the whole deal. Anything a salesperson promised in a call, email or demo does not count unless it is written into the contract. Export Control Clause An export control clause is your promise to follow export and sanctions laws when using a vendor's product, including not sending it to embargoed countries or listed people. Feedback Clause A feedback clause gives the vendor rights to the ideas, suggestions and bug reports you send, often with no payment or credit to you. Future Functionality Disclaimer A future functionality disclaimer says your purchase does not depend on features the vendor has not yet delivered. Governing Law Clause A governing law clause names the state or country whose law decides what the contract means if you and the vendor disagree. It is often the vendor's home state, not yours. Jury Trial Waiver A jury trial waiver is a clause where both sides give up the right to have a jury decide a dispute, so a judge decides it alone. Material Breach A material breach is a serious failure that goes to the heart of a contract, such as a vendor that stops delivering the service. It can let the other side stop performing and, after any cure period, terminate. A minor breach only allows damages. Notices Clause A notices clause says how each side must send formal messages under a contract, such as by email, posting or mail, and when each message counts as delivered. Publicity (Logo Use) Clause A publicity clause lets a vendor name you as a customer and show your logo in its marketing, often unless you opt out. Severability Clause A severability clause keeps the rest of a contract in force if a court or arbitrator strikes out one part of it. It tells the court what the parties wanted, but the court still decides whether the rest can stand. Survival Clause A survival clause lists the parts of a contract that keep applying after it ends, such as confidentiality, data protection, unpaid fees and liability limits. Suspension of Service Suspension of service is a vendor's right to switch off or limit your access for a while, without ending the contract, often for unpaid invoices, policy breaches or security risks. Termination for Cause Termination for cause is the right to end a contract early because the other side committed a serious breach and did not fix it within the cure period the contract allows. Termination for Convenience Termination for convenience is the right to end a contract without giving a reason, simply by giving notice. In SaaS terms it may belong to you, the vendor, both or neither. Vendor Acquisition A vendor acquisition is when another company buys your vendor. Your contract often carries on with the new owner, while the terms, privacy policy and subprocessors around it may change. Venue and Jurisdiction The venue and jurisdiction clause says which court, and in which city or county, hears a dispute under the contract. It is often exclusive, so you cannot sue anywhere else.