These Terms of Service (“Terms”) govern all use of the platform, analytics software and related documentation (“Service”) provided by MarketingHero Limited (dba SEOPulse), a company incorporated in Hong Kong (“SEOPulse”, “Provider”, “we” or “us”), to business customers (“Customer” or “you”).
The Service is provided only to businesses acting for business purposes. By accepting these Terms, you represent that you are acting for business purposes and not as a consumer. If you accept these Terms on behalf of an entity, you also represent that you have authority to bind that entity.
You accept these Terms by signing an Order Form or by clicking to accept them when you register an account. They apply to the exclusion of any other terms or conditions, including any terms in Customer purchase orders.
1. Structure and Order of Precedence
1.1 Agreement. The “Agreement” consists of:
these Terms;
each Order Form signed or accepted by both parties (each bearing a unique identifier) (“Order Form”); and
the Data Processing Agreement (“DPA”).
1.2 Order of precedence. If the documents conflict, the following order applies:
(a) the DPA prevails over everything else, but only on the processing of personal data;
(b) an Order Form prevails over these Terms where it expressly names the section of these Terms it varies and is signed by an authorised SEOPulse representative. An Order Form may, without naming a section, specify fees, prices, quantities, the subscription term, billing cycle, payment period, minimum commitments and other commercial details, and those details apply;
(c) in all other cases, these Terms prevail.
1.3 Website information. Information on SEOPulse’s website applies only where these Terms say so (for example, pricing under Section 5).
2. Services Provided by SEOPulse
2.1 Core analytics capabilities. SEOPulse provides a proprietary Software-as-a-Service (SaaS) platform for search engine and Large Language Model (LLM) visibility analytics.
What SEOPulse does:
monitors and tracks how often specific keywords, brand names or prompts appear in LLM-generated responses across target geographical markets;
observes sentiment indicators and brand presence across target LLM engines;
collects citation source data and visibility metrics across target AI engines;
provides informational content insights and prompt optimisation suggestions, to support the monitoring and assessment of brand visibility;
performs scheduled tracking, on-demand or pay-per-use reports, and expanded tracking capacity (subject to Section 5.4).
What SEOPulse does not do:
assess or analyse collected data beyond the functions described above;
promote or influence the visibility or sentiment of your brand;
provide solutions, strategic, marketing or business advice, or adaptations to your business model. Insights and suggestions are informational only, and Customer is solely responsible for any decision to act on them;
ensure that your prompts, or any suggested prompts, are suitable, accurate or effective.
2.2 Feature descriptions. The features included in Customer’s subscription are those stated in the applicable Order Form or subscription plan and on the SEOPulse’s product documentation. Descriptions on SEOPulse’s website and in marketing materials are general information only and do not form part of the Agreement, except as stated in Section 1.3.
2.3 Software provision and modifications. SEOPulse will give Customer remote web access to the then-current operational version of the Service. SEOPulse may modify, enhance or optimise the Service at its reasonable discretion, as long as core functionality is not materially degraded.
2.4 Third-party platforms and engine changes.
The Service relies on independent third-party AI platforms, search engines and LLMs (“Third-Party Platforms”). SEOPulse does not control them.
SEOPulse may, at its reasonable discretion, modify, update or substitute the list of supported LLMs or AI engines. SEOPulse will use reasonable efforts to keep comparable coverage. Provided it does so, a substitution under this Section 2.4 is not a material degradation of core functionality under Section 2.3.
Outages, API changes, rate limits or discontinued support by Third-Party Platforms are outside SEOPulse’s control. They are not platform downtime or a breach of warranty by SEOPulse.
2.5 Input and Output.
“Input” means the prompts, URLs, configurations and data that Customer enters into the Service.
“Output” means the results the Service generates from Input.
Input and Output together are “Content”.
The quality and accuracy of Output depend directly on the quality and configuration of Input and on Third-Party Platform responses. SEOPulse does not warrant that Output will be accurate or complete, or that it will meet Customer’s expectations or business goals.
3. Use Restrictions and Responsibilities
3.1 Customer responsibilities.
Customer will use the Service only for legitimate business purposes and in compliance with all applicable laws.
Customer must keep login credentials confidential and prevent unauthorised access to the Service.
Customer is responsible for Input, including the quality of prompts, its choice and adaptation of suggested prompts, and the validity of URLs.
Customer is responsible for ensuring that its use of Content does not breach any applicable law, governmental order, third-party right or these Terms. For example, Customer must not upload unlawful content, or personal data without a lawful basis.
Customer represents and warrants that it has all rights, licences and permissions needed to provide Input to the Service.
3.2 Prohibited uses. Customer shall not:
reverse-engineer, decompile or otherwise attempt to obtain the source code, models or algorithms of the Service;
remove proprietary notices;
carry out unauthorised security or vulnerability testing;
use the Service or Output to develop a competing product or service;
use the Service in breach of applicable law.
3.3 Third-Party Platform terms. Customer shall comply with the usage policies of Third-Party Platforms that SEOPulse notifies to Customer or links from the Service, so far as they apply to Customer’s use of the Service or Output. In particular, Customer shall not use Output to develop or train AI models where the relevant Third-Party Platform’s terms prohibit this.
3.4 Suspension. SEOPulse may suspend or restrict Customer’s access to the Service if:
Customer breaches Section 3.1, 3.2 or 3.3; or
suspension is reasonably necessary to prevent harm to the Service, other customers or third parties.
SEOPulse will give reasonable notice before suspending, where feasible. Suspension does not affect SEOPulse’s right to terminate under Section 8.3. Fees continue to accrue during any suspension under this Section 3.4 or Section 5.2.
4. Service Levels, Maintenance and Support
4.1 Availability. SEOPulse will use commercially reasonable efforts to keep the core platform available with a Monthly Uptime Percentage of at least 99% (the “Uptime Target”).
Monthly Uptime Percentage: the total minutes in a calendar month, minus the minutes during which the core platform is unavailable, divided by the total minutes in that month. Unavailability is measured by SEOPulse’s monitoring systems.
What doesn’t count as unavailability:
scheduled maintenance notified in advance;
Force Majeure Events (Section 13.6);
Third-Party Platform disruptions (Section 2.4);
failures of Customer’s own systems or networks;
suspension under Section 3.4 or Section 5.2.
4.2 Service Credits.
If the Uptime Target is not met in a calendar month, Customer is entitled to a credit against future invoices (“Service Credit”).
Amount: the minutes of unavailability beyond the 1% permitted under the Uptime Target, divided by the total minutes in that month, multiplied by the monthly fee paid for that month. For subscriptions billed annually, the monthly fee is one-twelfth of the annual fee. If no further invoices will be issued, SEOPulse will pay any outstanding Service Credit to Customer.
Limit: Service Credits for any month shall not exceed the fee paid for that month.
Claims: Customer must claim a Service Credit in writing within 30 days after the end of the affected month.
Sole remedy: Service Credits are Customer’s sole and exclusive remedy for failure to meet the Uptime Target.
4.3 Technical support. Technical support is available during Hong Kong business hours (9:00 AM – 6:00 PM HKT, Monday to Friday, excluding Hong Kong public holidays).
5. Fees, Payment and Taxes
5.1 Fees.
Customer shall pay the fees stated in the applicable Order Form or, if no Order Form applies, the fees stated on SEOPulse’s website pricing page at the time of purchase.
Fees are exclusive of all applicable taxes, including VAT, GST and sales or similar taxes. Customer shall pay those taxes, except taxes on SEOPulse’s net income.
Fees paid are non-refundable, except as expressly provided in these Terms.
Fee changes: SEOPulse may change the fees for any renewal term by giving Customer notice at least sixty (60) days before the renewal date for 12-month subscriptions, and at least thirty (30) days before the renewal date for monthly subscriptions. If Customer does not wish to renew at the new fees, it may terminate under Section 8.2. Renewal without termination means Customer accepts the new fees.
5.2 Invoicing, payment and suspension.
SEOPulse will invoice fees according to the agreed billing cycle (for example, monthly or annually in advance). Invoices are issued through Stripe, a payment service provider, or directly by SEOPulse.
Payment is due within 14 days of the invoice date, unless the Order Form states a different period.
Payment shall be made by credit card or by bank transfer to the stated account.
Late payments bear interest at 1.5% per month, or the maximum rate permitted by law if lower, from the due date until payment.
If any amount remains unpaid seven (7) days after SEOPulse sends a written payment reminder, SEOPulse may suspend access to the Service until all overdue amounts are paid.
5.3 No set-off.
Customer shall pay all amounts due in full, without set-off, counterclaim, deduction or withholding. The only exceptions are amounts SEOPulse has acknowledged in writing and amounts finally determined by a court.
This Section does not limit Customer’s right to bring any claim against SEOPulse separately.
5.4 Add-on services and usage-based billing.
(a) Pay-Per-Use Reports. Customer may order on-demand reports on a pay-per-use basis (“Pay-Per-Use Reports”).
Price: Each executed prompt is charged at the price stated in the applicable Order Form or, if no Order Form price applies, at the price stated on SEOPulse’s website at the time of purchase. An Order Form price prevails over the website price, and the total price displayed at confirmation will reflect the applicable Order Form price, if any.
Disclosure before purchase: Before Customer confirms a Pay-Per-Use Report, the Order Form or the platform interface will show the number of prompts to be executed and the total price. By confirming, Customer accepts that number of prompts and that total price, which is binding. If the displayed price contains a manifest error, SEOPulse may cancel the order before the report runs and will refund any amount charged.
Immediate charge: Each confirmation is an irrevocable instruction to process third-party LLM API queries. Charges accrue on confirmation and are billed immediately through Customer’s designated payment method (for example, Stripe), unless the Order Form provides otherwise.
No cancellation or refund: Confirmed Pay-Per-Use Reports consume real-time third-party computing and token resources. Their charges are therefore non-cancellable and non-refundable, whatever the Output or Customer’s satisfaction. One exception: if a report fails to run because of a fault in the Service, Customer must notify SEOPulse in writing within fourteen (14) days of execution, and SEOPulse will, at its choice, re-run the report or credit the charges for the prompts that were not executed.
Authorisation and account controls: Customer is solely responsible for managing user access and authorisation within its workspace. This includes any spending limits the platform makes available. Any Pay-Per-Use Report initiated by an authorised user under Customer’s account is deemed authorised by Customer.
(b) Recurring Add-Ons. Customer may expand its base subscription by buying recurring monthly add-ons, such as additional tracked prompts or monitored web pages (“Recurring Add-Ons”).
Billing: Recurring Add-Ons are added to Customer’s subscription tier and billed in advance at the then-current monthly rate. They are pro-rated for the rest of the active billing cycle.
Automatic renewal: Recurring Add-Ons end at the same time as Customer’s base subscription and renew automatically on the same cycle, unless cancelled under Section 8.
No rollover: Unused prompt or page allowances do not roll over to later billing cycles.
6. Intellectual Property and Data Rights
6.1 SEOPulse ownership.
All intellectual property rights in the Service, including the software, algorithms, models, methodologies and documentation, are and remain SEOPulse’s exclusive property.
SEOPulse grants Customer a limited, non-exclusive, non-transferable right to use the Service during the term of the Agreement, for Customer’s internal business operations and in accordance with these Terms.
6.2 Customer Data.
Ownership: Customer keeps all rights in Input and in other data and materials it uploads or provides (“Customer Data”).
Licence to SEOPulse: Customer grants SEOPulse a licence to process and use Customer Data only as needed to provide the Service and perform the Agreement, including transmitting Input to Third-Party Platforms as described in Section 7.2.
Data protection: SEOPulse will handle Customer Data in compliance with applicable data protection laws, the DPA and SEOPulse’s Privacy Policy, which is available on its website.
No other use: SEOPulse will not use or share Customer Data for any other purpose without Customer’s consent, except to create and use aggregated, de-identified Usage Data under Section 6.4.
After termination: Return and deletion of Customer Data are governed by Section 8.5.
6.3 Output.
As between the parties, Customer owns the Output generated for it. Customer may use Output for its internal business purposes, subject to Sections 3.2 and 3.3.
SEOPulse keeps all rights in the Service and in any templates, methodologies, scoring models and aggregated benchmarks that appear in Output.
Output is treated as Customer Data for the purposes of Sections 6.2 and 8.5.
6.4 Usage Data and Feedback.
What Usage Data is: “Usage Data” means technical logs and platform telemetry about the operation and performance of the Service, together with operational data derived from Customer’s use of the Service that has been aggregated and de-identified so that it cannot reasonably be used to identify any individual or Customer.
What it excludes: Usage Data does not include Customer Data or personal data.
Account and operational data: SEOPulse processes personal data relating to Customer’s users (such as names, email addresses, login records and IP addresses) for account administration, billing, security, fraud prevention, support and operation of the Service. SEOPulse does so as an independent data user under applicable data protection laws and in accordance with its Privacy Policy. This processing is not governed by Section 6.2 or the DPA. Customer shall ensure that its users are made aware of the Privacy Policy. Usage Data does not include Customer Data or personal data.
SEOPulse’s rights: SEOPulse owns Usage Data. SEOPulse may use it for product improvement, benchmarking, platform optimisation and model fine-tuning, provided that use complies with Section 6.2, the DPA and applicable Third-Party Platform terms.
Feedback: “Feedback” means suggestions, comments or ideas about the Service that Customer provides. Customer grants SEOPulse a perpetual, irrevocable, worldwide, royalty-free licence to use and exploit Feedback without restriction.
7. Confidentiality
7.1 Definitions.
“Disclosing Party” means the party that discloses Confidential Information.
“Receiving Party” means the party that receives it.
“Confidential Information” means any non-public information disclosed by one party to the other in connection with the Agreement that is marked confidential or that a reasonable person would understand to be confidential. For SEOPulse, it includes the Service’s non-public features, software, algorithms, pricing and documentation. For Customer, it includes Customer Data.
7.2 Obligations. The Receiving Party shall protect the Disclosing Party’s Confidential Information with at least reasonable care. It shall use that information only to perform or exercise rights under the Agreement. It shall disclose it only to its personnel, advisers and subcontractors who need to know it and are bound by confidentiality duties at least as protective as these.
Notwithstanding the foregoing, SEOPulse may transmit Customer’s Confidential Information, including Input, to Third-Party Platforms to the extent necessary to provide the Service. Such transmission is subject to the applicable Third-Party Platform’s terms and does not breach this Section 7.
7.3 Exclusions. Confidential Information does not include information that:
is or becomes publicly known through no fault of the Receiving Party;
the Receiving Party already lawfully knew;
the Receiving Party develops independently without reference to Confidential Information; or
the Receiving Party lawfully receives from a third party without a duty of confidence.
The Receiving Party may disclose Confidential Information where the law requires it, giving prompt notice to the Disclosing Party where legally permitted.
7.4 Duration. These obligations last for the term of the Agreement and for three (3) years after it ends. For trade secrets and SEOPulse’s source code, they last as long as that information stays confidential.
7.5 Injunctive relief. A breach of this Section 7 may cause harm for which damages alone would not be adequate. The Disclosing Party may seek injunctive or other equitable relief in addition to its other remedies.
8. Term and Termination
8.1 Term.
The Agreement begins when Customer accepts these Terms.
Its term is the one stated in the applicable Order Form or subscription plan (for example, monthly or 12 months). If no term is agreed, it runs for an indefinite period.
Subscriptions with a fixed term renew automatically for the same period unless terminated under Section 8.2.
Notices of termination must be in writing; email is sufficient.
8.2 Ordinary termination. Either party may terminate:
a monthly subscription at any time, effective at the end of the current billing cycle;
a 12-month subscription by giving at least thirty (30) days’ notice before the end of the current 12-month cycle, effective at the end of that cycle;
an indefinite-term contract for convenience by giving thirty (30) days’ notice expiring at the end of a calendar month, unless a different notice period is agreed in writing.
8.3 Termination for cause. Either party may terminate immediately by written notice if the other party:
materially breaches the Agreement and fails to cure the breach within thirty (30) days after receiving notice of it; or
becomes subject to insolvency, winding-up or similar proceedings.
SEOPulse may also terminate immediately by written notice if Customer breaches Section 3.2.
8.4 Effect of termination.
On termination, Customer’s access rights end.
All fees accrued or payable up to the effective date of termination become immediately due.
Termination does not entitle Customer to a refund of prepaid fees, except as expressly provided in these Terms.
Committed fees: For a fixed-term subscription, Customer commits to pay the fees for the entire subscription term. Billing in instalments (for example, monthly) is for payment convenience only and does not reduce that commitment.
Termination for Customer’s breach: If SEOPulse terminates the Agreement under Section 8.3 because of Customer’s breach or insolvency, the unpaid fees for the remainder of the then-current subscription term become immediately due, less any direct costs SEOPulse saves by no longer having to provide the Service for that remaining period.
8.5 Return and deletion of data.
For thirty (30) days after termination (the “Retrieval Period”), SEOPulse will, on Customer’s written request, make Customer Data available for export in a standard format.
After the Retrieval Period, SEOPulse will delete Customer Data within thirty (30) days, except to the extent the law requires SEOPulse to keep it.
Copies in routine backups are purged within ninety (90) days after deletion.
9. Warranties and Disclaimers
No implied warranties: Except as expressly set out in the Agreement, SEOPulse makes no representations or warranties, express or implied, including implied warranties of satisfactory quality or fitness for a particular purpose.
No guarantee of uninterrupted service: SEOPulse does not warrant that the Service will be uninterrupted, completely secure or error-free.
Care and skill: SEOPulse warrants that it will perform the Service with reasonable care and skill, consistent with good industry practice for comparable SaaS services.
Legal limits: Nothing in the Agreement excludes any liability that cannot be excluded by law, including under the Control of Exemption Clauses Ordinance (Cap. 71).
10. Liability Framework
10.1 Liability that is not limited. Nothing in the Agreement limits or excludes either party’s liability for:
(a) fraud or fraudulent misrepresentation;
(b) death or personal injury caused by its negligence;
(c) its wilful misconduct; or
(d) any other liability that cannot be limited or excluded under Hong Kong law, including the Control of Exemption Clauses Ordinance (Cap. 71).
Subject to this Section 10.1, each party’s liability is limited as set out in Sections 10.2, 11 and 12.
In this Section, ‘wilful misconduct‘ means a deliberate act or omission that the party knows to be wrongful and likely to cause harm to the other party. It does not include any act or omission in the good-faith exercise of a right under the Agreement, including suspension, termination, modification of the Service or substitution of Third-Party Platforms.
10.2 Specific exclusions. SEOPulse is not liable for any loss to the extent it arises from:
(a) Input or Customer Data;
(b) modifications to the Service not made or authorised by SEOPulse;
(c) the acts, omissions, outputs or unavailability of Third-Party Platforms;
(d) Customer’s continued use of the Service after SEOPulse has notified it to stop; or
(e) Customer’s breach of the Agreement.
10.3 Officers, employees and subcontractors.
SEOPulse’s directors, officers, employees, agents and subcontractors may rely on and enforce the exclusions and limitations of liability in Sections 10, 11 and 12, and the jurisdiction provisions in Section 13.1, as if they were parties to the Agreement.
Their liability shall not exceed the extent to which SEOPulse’s liability is limited or excluded.
10.4 Customer indemnity.
Customer shall indemnify and hold harmless SEOPulse, its affiliates and the persons referred to in Section 10.3 against all third-party claims and resulting losses, damages, costs and expenses (including reasonable legal fees) arising from:
Content or Customer Data;
Customer’s use of the Service in breach of law; or
Customer’s breach of the Agreement.
Procedure: SEOPulse shall notify Customer promptly of any such claim. SEOPulse shall also give reasonable cooperation, at Customer’s cost.
11. Limitations of Liability
11.1 Indirect and consequential loss.
Subject to Sections 10.1 and 11.3, neither party is liable for any indirect, consequential, incidental or special loss, or for loss of profits, revenue, business or goodwill, arising out of or relating to the Agreement.
SEOPulse is not liable for loss of data, except for the reasonable cost of restoring Customer Data from SEOPulse’s most recent backup where the loss is caused by SEOPulse’s breach. That liability is subject to Section 11.2.
11.2 SEOPulse liability cap.
Subject to Section 10.1, SEOPulse’s total cumulative liability arising out of or relating to the Agreement is limited to the total fees paid or payable by Customer to SEOPulse under the Agreement in the twelve (12) months immediately before the event giving rise to liability.
This cap applies regardless of the form of action, whether in contract, tort (including negligence), breach of statutory duty or otherwise.
It covers all of SEOPulse’s obligations, including under Sections 7 and 10.
11.3 Customer liability and Excluded Claims.
Customer’s total cumulative liability arising out of or relating to the Agreement is limited to the amount set out in Section 11.2.
Excluded Claims: Neither that limit nor Section 11.1 applies to Customer’s liability for:
(a) fees and other amounts payable under the Agreement;
(b) its obligations under Section 10.4;
(c) breach of Section 3.2 or 3.3;
(d) infringement or misappropriation of SEOPulse’s intellectual property rights;
(e) breach of Section 7; or
(f) any matter referred to in Section 10.1.
12. Trials and Betas
Features offered on a trial, evaluation or beta basis (“Trials and Betas”) are provided “AS IS”, without warranty, support or indemnity.
Where Trials and Betas are provided free of charge, SEOPulse’s total liability for them shall not exceed US$50.00.
Where fees are charged for Trials and Betas, Section 11.2 applies.
This Section 12 is subject to Section 10.1.
13. General Provisions
13.1 Governing law and jurisdiction. The Agreement, and any dispute arising out of or relating to it, is governed by the laws of the Hong Kong Special Administrative Region. The courts of Hong Kong have exclusive jurisdiction.
13.2 Publicity.
SEOPulse may name Customer as a customer and use Customer’s name and logo in customer lists and on its website, in a factual manner.
Press releases and case studies that describe Customer’s use of the Service, results or other Confidential Information require Customer’s prior written approval.
Customer may opt out of the use of its name and logo at any time by written notice. The opt-out takes effect within ten (10) business days after SEOPulse receives it.
13.3 Assignment.
SEOPulse may assign or transfer the Agreement without Customer’s consent:
to an affiliate; or
to a successor in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its business or assets relating to the Service.
Customer may not assign or transfer the Agreement without SEOPulse’s prior written consent. SEOPulse will not unreasonably withhold consent where the assignee is Customer’s affiliate and is not a competitor of SEOPulse.
13.4 Amendments.
SEOPulse may update these Terms by giving at least thirty (30) days’ prior notice. Notice is given by account administrator email or in-app notification.
Non-material changes take effect on the date stated in the notice. Customer’s continued use of the Service after that date means it accepts them.
Material changes are changes that adversely affect Customer’s substantive rights or materially increase Customer’s liabilities. SEOPulse may require Customer to click to accept them.
Objection: If Customer objects in writing to a material change within the notice period, Customer may terminate its subscription with effect from the date the change takes effect. It will then receive a pro-rata refund of prepaid, unearned fees.
13.5 Entire agreement.
The Agreement is the entire agreement between the parties about its subject matter. It replaces all prior proposals, representations and understandings.
Each party confirms it has not relied on any statement, representation or assurance not set out in the Agreement. This includes website or marketing content, demonstrations and sales communications.
Nothing in this Section 13.5 limits liability for fraud or fraudulent misrepresentation.
13.6 Force majeure.
A “Force Majeure Event” is an event beyond a party’s reasonable control. Examples include natural disasters, epidemics, war, terrorism, civil unrest, government action, failures of utilities or telecommunications networks, Third-Party Platform failures and cyber-attacks not caused by that party’s failure to keep reasonable security.
Neither party is liable for delay or failure to perform caused by a Force Majeure Event.
This Section does not excuse payment obligations.
13.7 Notices.
Notices to Customer may be sent to the account administrator’s email address or through in-app notification.
Notices to SEOPulse must be sent to the legal notices email address designated on SEOPulse’s website or in the Order Form. A notice to SEOPulse takes effect when it arrives in that mailbox or, if it arrives outside Hong Kong business hours, at 9:00 AM HKT on the next business day.
Notices to Customer take effect when sent, unless the sender receives a delivery failure message.
‘Business day‘ means a day other than a Saturday, Sunday or Hong Kong public holiday.
13.8 Severability. If any provision is found invalid or unenforceable, it will be enforced to the maximum extent permissible. The remaining provisions stay in full force.
13.9 No waiver. A failure or delay in exercising a right does not waive that right.
13.10 Third-party rights. Except for the persons referred to in Section 10.3, a person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) to enforce any of its terms.
13.11 Sanctions and export control.
Each party represents that it is not the subject of sanctions under laws applicable to the Service.
Customer shall not use, export or make available the Service or Output in breach of applicable sanctions or export control laws.
13.12 Survival. The following survive termination or expiry of the Agreement: Section 5 (for amounts accrued or payable, including under Section 8.4); Sections 3.2 and 3.3 (as they apply to Output and to any information about the Service obtained during the term); the first bullet of Section 6.1 (ownership); Section 6.2 (to the extent needed for Section 8.5); Sections 6.3 and 6.4; Sections 7, 8.4, 8.5, 9, 10, 11, 12 and 13; and any other provision that by its nature is intended to survive.
13.13 Relationship. The parties are independent contractors. Nothing in the Agreement creates a partnership, agency or joint venture.