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Attio Services Agreement

By logging into your Attio account you agree to be bound by our Services Agreement.

Last updated: May 2026

This Attio Services Agreement (the “Agreement”) sets out the terms on which Attio licenses the Attio Services to Customer. Capitalised terms have the meanings given in clause 1.

THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE WHICH REQUIRES THAT, WHERE CUSTOMER IS BASED IN THE UNITED STATES OF AMERICA, CUSTOMER AND ATTIO ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT, AND LIMITS CLASS ACTION CLAIMS.

The individual accepting this Agreement on behalf of Customer represents and warrants that they have authority to bind Customer to this Agreement. If such individual is not authorised or Customer does not agree to the terms and conditions of this Agreement, then Customer may not use the Attio Services.

Customer acknowledges and agrees that the Attio Services are strictly for business purposes. Customer will not use the Attio Services in a capacity as a consumer, and Attio will not be responsible or liable for any non-business use of the Attio Services by Customer or Users. Customer will ensure that Users will comply with the terms of this Agreement, the Acceptable Use Terms, and agrees that it will remain responsible for Users’ compliance.

1. Definitions

The following words and expressions have the following meanings:

“Attio” means:

  • - If Customer is located in the United States of America and has accepted these terms on or after 5 November 2025, Attio Inc., a corporation incorporated under the laws of Delaware with its registered office at 8 The Green #13469, Dover, DE 19901, United States; or

  • - In all other cases, Attio Limited, a company incorporated in England and Wales with its registered office address at 42 St John’s Square, 2nd Floor, London, United Kingdom, EC1M 4EA;

“Attio API” means the application programming interface developed and enabled by Attio that permits Customer and Users to access and use certain functionalities provided by the Attio Services subject to this Agreement and the Documentation;

“Attio Applications” means Attio’s desktop application, web application, and/or mobile applications, through which the Attio Services are provided, including any software contained therein;

“Attio Content” means all data, information and material owned by or licensed to Attio and comprised within the Attio Services and on the Attio Applications, but excluding Customer Data;

“Attio Customer Referral Scheme” means the scheme detailed at https://attio.com/legal/referral as updated by Attio from time to time;

“Attio Services” means the CRM tools and services made available via the Attio Applications, including AI-enabled workflows, access to the Attio API and any related services and materials provided by Attio to Customer, as further described in the Documentation;

“Confidential Information” means all information (however recorded or preserved) disclosed by a party (excluding Customer Data), whether before or after the Effective Date, including any information that is not marked as confidential but ought reasonably to be considered confidential. This includes information relating to: (i) the business, affairs, customers, clients, licensors, suppliers, new products, plans, research, intentions, or market opportunities of the disclosing party or any member of its group; or (ii) the operations, processes, product information, ideas, formulas, source code, data, Intellectual Property Rights, or software of the disclosing party or any member of its group (or, in relation to Attio, any of its third-party licensors);

“Credits” means monthly usage credits that may be consumed when using certain features or functionality of the Attio Services, as specified in the Plan or Documentation or as otherwise purchased by Customer. Credits purchased as an add-on shall apply for the remainder of the then current Initial Term or Renewal Term, and unused Credits shall expire at the end of each such period unless otherwise specified in the Plan;

“Customer” means the sole trader, corporate entity or organization which enters this Agreement with Attio;

“Customer Data” means all data, information and material that Customer and/or Users input or upload to the Attio Services or transmit through the Attio Services and/or any Integration, including Personal Data (as defined in the DPA). For the avoidance of doubt, Customer Data shall include any data, information and material received from a third party which is shared with Attio by means of an Integration;

“Customer System” means any platform, application, software or system developed or operated by Customer;

“Data Processing Addendum” or “DPA” means the data processing agreement available at https://attio.com/legal/attio-data-processing-addendum which forms part of this Agreement;

“Documentation” means any User guides and other documentation related to the Attio Services that Attio makes available from time to time, including, without limitation, documentation available at https://attio.com/docs;

“Effective Date” means the earlier of (1) the date on which Customer first accesses or uses the Attio Services, or (2) the date on which Customer accepts this Agreement;

“EU AI Act” means Regulation (EU) 2024/1689 of the European Parliament and of the Council of 13 June 2024 laying down harmonised rules on artificial intelligence, as amended or replaced from time to time, and any national implementing legislation;

“Fees” means the subscription fees, overage charges, usage-based fees, fees for Credits, and any other fees payable by Customer under this Agreement;

“Free Trial” means a period of fourteen (14) days, or such other period as Attio may determine in its sole discretion, during which Attio may offer the Attio Services free of Fees, subject to usage restrictions determined by Attio;

“Initial Term” has the meaning set forth in clause 3;

“Integration” means an integration made between the Attio Services and Customer System or Third-Party Platform that is developed by Customer, a User or a third party on behalf of Customer, which incorporates or uses the Attio API to enable interoperation between the Attio Services and such Customer System or Third-Party Platform;

“Intellectual Property Rights” means all intellectual and industrial property rights of any kind, whether registered or unregistered, including patents, copyright, design rights, rights in computer software, utility models, trademarks, trade names, rights in domain names, database rights, rights in know-how and trade secrets, goodwill and rights to sue for passing off or unfair competition, together with all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection subsisting now or in the future in any part of the world;

“Malicious Software” means any viruses, malware, Trojan horses, or any other similar harmful software;

“Plan” means the subscription plan chosen by Customer during the sign-up process or as modified by Customer in Customer’s account section or by Attio at Customer’s request which sets forth the support levels, features and relevant data limits that are made available to Customer as part of the Attio Services. Currently Attio offers “Free”, “Plus”, “Pro” and “Enterprise” Plans;

“Renewal Term” has the meaning set forth in clause 3;

“Seat” means a unique user licence assigned to a single User authorising that individual to access and use the Attio Services. Each Seat may only be assigned to one User at a time and may not be shared or used concurrently by multiple individuals. Customer may reassign a Seat to a different User provided the prior User’s access has been fully revoked;

“Term” has the meaning set forth in clause 3;

“Third-Party Platform” means a platform, application or software provided and/or hosted by a third party;

“User” means an individual who is authorised by Customer to use the Attio Services by having a Seat assigned to them; and

“Workspace” means a distinct environment within the Attio Services created by a Customer which has the features of the applicable Plan and to which Seats are added.

2. Provision of Attio Services

Subject to the terms and conditions of this Agreement, Attio will provide the Attio Services to Customer in accordance with the applicable Plan and Documentation.

3. Term

Unless terminated earlier in accordance with clause 16, this Agreement commences on the Effective Date and continues for an initial term of one (1) month or twelve (12) months, as agreed during the sign-up process, in the Customer account section, or as otherwise agreed by the parties (the “Initial Term”). This Agreement will automatically renew for successive terms of the same duration as the Initial Term (each a “Renewal Term”, and together with the Initial Term, the “Term”), unless either party gives at least fourteen (14) days’ written notice to the other prior to the end of the then-current Initial Term or Renewal Term.

4. Grant of Licence and Scope of Authorised Use

4.1. Subject to the terms and conditions of this Agreement (including the Plan terms and limitations, the number of Seats purchased and any restrictions in the Documentation), Attio hereby grants to Customer a limited, non-transferable, non-exclusive, non-sublicensable and revocable licence during the Term to:

  • (a) access and use and permit Users to access and use the Attio Services, for internal business use only, and subject to reasonable use as determined by Attio; and

  • (b) access and use the Attio API to create Integrations to connect to the Attio Service with Customer Systems or Third-Party Platforms for use by Users in connection with the Attio Services only.

4.2. Customer grants Attio a non-exclusive, worldwide, fully paid up, royalty free licence during the Term to use Customer Data in any form or manner to provide the Attio Services or as otherwise permitted in accordance with the terms of this Agreement and DPA.

4.3. All rights in and to the Attio Services (including Attio Content but excluding Customer Data) and Attio Applications not expressly granted in clause 4.1 are reserved to Attio.

4.4. Customer will not, and will ensure that Users do not (whether directly or through a third party):

  • (a) 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 Attio Services or the Attio Applications unless such restriction is not permitted by law;

  • (b) provide, resell, sub-license, or otherwise make the Attio Services available to any third party, except as expressly permitted by this Agreement;

  • (c) modify, translate, or create derivative works based on the Attio Services or any Attio Applications;

  • (d) attempt to exceed or circumvent any express or implied limitations on use of the Attio Services;

  • (e) circumvent, disable, or interfere with any security or access controls, or attempt to probe, scan, test the vulnerability of, or hack into the Attio Services or related systems;

  • (f) upload, store, post, email, transmit or otherwise make available any Malicious Software or content that is unlawful, infringes any intellectual property or privacy rights, or is otherwise prohibited by applicable law or this Agreement; or

  • (g) attempt to gain or enable unauthorised access to the Attio Services, Attio Applications or related systems or networks.

4.5. Certain features of the Attio Services may include artificial intelligence and logic learning machine functionality (“AI Features”). The terms of this clause 4.5 apply to any portion of the Attio Services that include AI Features:

  • (a) Customer may use the AI Features only for lawful purposes and in accordance with this Agreement. Customer is responsible for any decisions, actions, or outcomes based on Customer’s use of AI Features. AI Features that provide automated decision-making (i) may not be used to make any decisions relating to a Data Subject (as defined in the DPA) that have legal or similarly significant effects, and (ii) must be used solely to support human decision-making in such cases.

  • (b) Certain AI Features may permit Users to submit, upload, or otherwise transmit certain Customer Data in order to receive output generated by the AI Features (“Output”). As between the parties, Customer retains any Intellectual Property Rights that Customer holds in the Output. Subject to this Agreement (including clause 4.5(c)): (i) Attio hereby assigns Customer all right, title, and interest in and to Customer’s Output; provided however, that Attio will retain all Intellectual Property Rights that Attio owns or has an interest in, prior to, or separate from the generation of Customer’s Output, which includes the Attio Services; and (ii) to the extent any Output provided to Customer incorporates any such Intellectual Property Rights of Attio, Attio grants Customer a limited, non-exclusive licence to use such Intellectual Property Rights solely to the extent necessary for Customer to use Output in accordance with this Agreement.

  • (c) Customer acknowledges that due to the nature of the Attio Services, AI Features, and artificial intelligence generally, Output may not be unique, and Attio’s other users may receive similar content from the Attio Services. Responses that are requested by and generated for other users are not considered Customer’s Output, no matter how similar. Any assignment of Output to Customer does not extend to output generated for other users or any content delivered as part of a third-party offering (including any third-party content contained therein). Customer hereby waives any legal or equitable right or remedy that Customer has or may have against Attio with respect to any assertion that output generated by the Attio Services for another user is owned by Customer.

  • (d) In addition to the terms of this clause 4.5, Customer must comply with any terms of use, usage policies, and any other policies that apply to aspects of AI Features provided by a third party (“AI Providers”). A current list of AI Providers is available here.

  • (e) Without limiting the generality of clauses 9.1, Attio does not warrant that any information (including Output) available as part of any AI Feature is accurate or suitable for Customer. Attio disclaims all warranties, whether express or implied, with respect to the Output, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or performance. Customer acknowledges and agrees that use of any AI Feature may result in inaccuracies, hallucinations, biases, inconsistencies, or false information. Customer is solely responsible for independently verifying such information and will ensure that Users independently verify such information. Customer relies on any and all information (including Output) provided by the AI Features at Customer’s own risk. Attio will not be liable for any actions or omissions by Customer based on information (including Output) made available on, or provided through, any AI Feature.

  • (f) Customer will only use AI Features in accordance with applicable laws. Customer will not use AI Features in prohibited jurisdictions or provide access to prohibited users under applicable trade sanctions or export control laws.

4.6. Customer acknowledges and agrees that Customer will be fully responsible for any access and use of any Integration, Customer System and/or Third-Party Platform accessed via such Integration, including but not limited to its or their content, security, and maintenance. Attio will have no obligation to provide support to Customer or Users for the access or use of Integrations, Customer System or Third-Party Platforms.

4.7. Customer will ensure it has, and Users have, suitable internet service and hardware, telecommunications services, and software necessary to access the Attio Applications and receive the Attio Services over the internet. Attio accepts no responsibility for the performance of any such hardware, telecommunications services, software, or internet service, or for the performance or availability of the internet itself.

4.8. Attio may monitor Customer’s use of the Attio Services and inspect any records kept in connection with this Agreement to verify compliance by Customer and Users. Attio and its nominated advisers may also monitor, test, or assess (including by penetration testing) any Integration used in connection with the Attio Services. Customer will, and will ensure that Users, provide all reasonable co-operation, access, and assistance in relation to any such test or assessment. If Attio determines that Customer is not in compliance with this Agreement, Customer must: (a) promptly rectify such non-compliance at its own cost; (b) reimburse Attio for all reasonable costs incurred in conducting any monitoring, test, or assessment; and (c) upon Attio’s instruction, cease using any non-compliant Integration with the Attio Services. Attio will use reasonable efforts to provide reasonable notice of any test or assessment under this clause 4.8.

4.9. Customer will at all times comply with the Attio Documentation. All use of the Attio brands, names, logos and assets must be pre-approved by Attio in writing at [email protected] prior to any such use.

5. Administrators and Users

5.1. Customer will designate one (1) or more natural persons as the responsible party for communication with Attio, cancelling or modifying the Plan, and adding or removing Users (each an “Administrator”). Customer represents and warrants that all Administrators will have the authority to bind Customer, except that another duly authorised representative of Customer may change such Administrator by giving notice to Attio via email or, if applicable, assigning the role to a duly authorised User within the Attio Applications.

5.2. Administrators may add or remove Users or other Administrators by providing their email addresses during the sign-up process or within the “Settings” section of Customer’s account. By adding Users, Customer understands that Attio will contact such Users to facilitate access to the Attio Services. Customer represents and warrants that, prior to adding a User, Customer has: (a) informed the User and obtained their consent for Attio to contact them; and (b) provided them with Attio’s Privacy Policy. Customer will only provide work email addresses and will not provide personal email addresses or contact information to Attio.

5.3. Customer will ensure that the Administrator will only add or remove Users in accordance with the Plan, up to the number of Seats available under Customer’s Plan.

5.4. Customer must ensure Users are aware of this Agreement, including the restrictions described herein, and ensure they accept the Acceptable Use Terms before using any of the Attio Services.

5.5. Customer will, and will ensure that Users will, immediately notify Attio upon becoming aware of any breach of this Agreement.

5.6. Customer is responsible for all access to and use of the Attio Services by Users, regardless of whether Users are direct employees of Customer. Customer must ensure the security and confidentiality of all log-on identifiers, including usernames, API keys, and passwords, assigned to or created by Customer or any User. Customer remains responsible for all activities occurring under any User account and any activity relating to the Attio API accessed through Customer’s API key.

5.7. Customer will promptly notify Attio if Customer becomes aware of any unauthorised access to or use of any of the Attio Services and will provide all reasonable assistance to Attio to prevent or stop such unauthorised access or use.

5.8. Attio may use software tools to collect information and data, including Personal Data, relating to the way Users use the Attio Services and Attio Applications, including data concerning clickstreams, times of sessions and volumes of data accessed. Attio may retain and process such information and data, including Personal Data, for the purposes of detecting and preventing breaches of Attio’s network security, applicable laws, this Agreement and Attio’s Privacy Policy, and to enhance its software.

6. Third-Party Platforms

6.1. Customer acknowledges that it may connect to or enable interoperation between certain Third-Party Platforms and the Attio Services, including from Attio’s app marketplace. Attio does not endorse, control, or assume any responsibility for any Third-Party Platform, including its content, functionality, accuracy, legality, security, or availability. Customer’s and Users’ use of any Third-Party Platform is at Customer’s sole risk and subject to the applicable third-party terms and privacy policies. Customer will ensure that Users review and comply with such terms prior to using any Third-Party Platform in connection with the Attio Services.

6.2. Attio will have no obligation to provide support or maintenance in respect of any Third-Party Platform and will not be liable for any loss, damage, or claim arising out of or in connection with Customer’s or any User’s access to, use of, or reliance on any Third-Party Platform, including any exchange of data between the Attio Services and any Third-Party Platform.

6.3. Any exchange of Customer Data between the Attio Services and a Third-Party Platform is solely at Customer’s direction and risk. Attio will not be responsible for any use, disclosure, modification, or deletion of Customer Data by any third-party provider of a Third-Party Platform once such data has been transmitted to or accessed by such Third-Party Platform.

7. Data Enrichment Services

7.1. Certain features of the Attio Services incorporate data enrichment services provided by third parties where such third party or parties make available certain data (“Enrichment Data”) to Customer as an integrated offering in the Attio Services (“Data Enrichment Services”). Customer’s and Users’ access to and use of any such Data Enrichment Services through the Attio Services is subject to the additional terms set out in this clause 7. In the event of any conflict between this clause 7 and any other provision of this Agreement with respect to such Data Enrichment Services, this clause 7 shall prevail.

7.2. Enrichment Data constitutes Attio Content. Customer and its Users may access, view and use the Enrichment Data for internal purposes through the Attio Applications only and must not download or export the Enrichment Data. Customer will not, and will ensure that Users do not, use Enrichment Data: (a) to determine any person’s employability, creditworthiness, credit standing, or other characteristics related to such person’s manner or mode of living; (b) to make a decision resulting in the provision or denial of financial or lending services, housing, insurance, education enrolment or opportunity, criminal justice, employment opportunities, healthcare services, or access to essential goods or services; (c) in any manner that violates applicable law; or (d) to train any large language model, machine learning model, or generative artificial intelligence system.

7.3. Attio may, from time to time, impose additional restrictions on the use of Enrichment Data to the extent imposed by the third-party provider of the Data Enrichment Services (“Additional Restrictions”). Attio will use reasonable efforts to provide Customer with advance notice of any Additional Restrictions to the extent permitted. Customer agrees to comply with (and ensure Users comply with) such Additional Restrictions. Attio will not be liable to Customer for any loss or damage arising from Additional Restrictions. Attio may also modify, suspend or terminate Customer’s access to Enrichment Data in whole or in part in accordance with clause 19.1.

7.4. Customer may elect to purchase additional data enrichment services that use Credits (“Additional Data Enrichment Services”). Any data made available by a third-party provider as part of such Additional Data Enrichment Services shall constitute Customer Data (and not Attio Content) for purposes of this Agreement.

8. Invoicing, Free Trial and Payment

8.1. Unless otherwise agreed by the parties, all Fees are due and payable by Customer in advance, with annual plans to be paid annually in advance and monthly plans to be paid monthly in advance.

8.2. Attio reserves the right to start and end any Free Trial at its sole discretion. Each Workspace is entitled to one Free Trial only. The Free Trial period is separate from and does not form part of the Initial Term. At the end of the Free Trial, Customer will have the option to convert to the Free Plan or Customer’s chosen paid Plan or cancel the Agreement; the Initial Term will commence on the date of such conversion and Customer will be liable for all applicable Fees as of this date.

8.3. Attio offers the Attio Services on different Plans that grant access to different features, have different limits and Credits, and vary in the amount of Fees payable for that Plan. Some features are reserved for subscribers of a specific Plan. Plan limits (for example, available features, usage thresholds or Credit consumption) are described on our website or in our Documentation and may change from time to time.

8.4. Customer may choose a Plan when first signing up to Attio Services and subsequently, may change the Plan in accordance with the following conditions:

  • (a) changes to a higher-priced Plan may be made at any time and changes will take effect immediately; or

  • (b) changes to a lower-priced Plan may only be made to take effect after the expiration of the then current Initial Term or Renewal Term, as applicable.

8.5. Customer may request a change to Customer’s Plan subject to the conditions set out in clause 8.4, either through the account management page within the Attio Applications or by contacting Attio customer support team at [email protected].

8.6. Unless otherwise agreed, payment is due immediately. Where Attio has agreed to invoice payments, payment is due within fourteen (14) days of the invoice date. If Customer provides details for a credit card, debit card, direct debit, or other similar payment method (collectively, “Automatic Payment Method”), Customer authorises Attio to charge the Automatic Payment Method to settle outstanding invoices, including Fees for Renewal Terms and applicable taxes. Any foreign transaction fees or similar charges imposed by the Automatic Payment Method provider are Customer’s responsibility.

8.7. If the number of Users or any usage of Attio Services exceeds the number of Seats or Credits purchased by Customer or otherwise requires the payment of additional Fees, Customer agrees to be billed for such usage and be charged for such additional Fees either by the Automatic Payment Method or by payment of an additional invoice where agreed.

8.8. Except as expressly set forth in this Agreement, all Fees are non-refundable.

8.9. Attio reserves the right to change the Fees upon thirty (30) days prior notice to Customer (which may be sent by email). Any change in the Fees will become effective at the end of the then current Initial Term or Renewal Term, as applicable.

8.10. If any Fees are not successfully settled for any reason, Customer remains responsible for any amounts not remitted to Attio. Should an Automatic Payment Method fail to occur for any reason, Attio may attempt to charge the Automatic Payment Method one (1) or more times. Where Fees remain unpaid, Attio may without liability to Customer:

  • (a) suspend the Attio Services or any part thereof; and/or

  • (b) charge interest on the overdue amount at the rate of five percent (5%) per annum above the base rate of the Bank of England (or 1.5% per month for U.S.-based Customers), or if lower, the maximum rate permitted by applicable law, which interest will accrue daily until the date of actual payment and will be compounded at the end of each calendar month.

8.11. All Fees are exclusive of applicable taxes, including value-added tax, goods and services tax, sales tax, use tax, withholding tax, and any other similar taxes, duties, or levies (collectively, “Taxes”), other than taxes on Attio’s net income. Customer is responsible for all such Taxes. If Customer is required by law to deduct or withhold Taxes from payments due to Attio, Customer will gross up the payment so that the net amount received by Attio equals the full Fees otherwise due and will provide Attio with official tax receipts or other documentation reasonably requested to evidence such withholding or deduction.

9. Disclaimer of Warranties

9.1. Attio Services are provided “as is” and “as available” and, to the maximum extent permitted by applicable law, Attio disclaims all warranties, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or performance. Without limiting the foregoing, Attio does not make any warranty as to the results that may be obtained from use of the Attio Services including with respect to any Integration. Attio will have no responsibility for any harm to Customer’s or any User’s computer system, loss or corruption of data, or other harm that results from Customer’s or any User’s access to or use of Attio Services or any Integration. No information or advice obtained by Customer from Attio, including vendor due diligence forms, messages, and information, will create any warranty not expressly stated in this Agreement.

9.2. The operation of the Attio Customer Referral Scheme is at Attio’s discretion. Attio may withdraw or amend the Attio Customer Referral Scheme and/or its terms found at https://attio.com/legal/referral at any time by updating the relevant terms page and such changes will take effect immediately without direct notice to Customer. Any referral made after any such change shall be subject to the updated terms.

10. Intellectual Property Rights

10.1. Nothing in this Agreement will transfer ownership of any Intellectual Property Rights belonging to one party to the other, except as expressly set out in this Agreement.

10.2. Attio and/or its licensors will, as between the parties, remain the owner of all Intellectual Property Rights in Attio’s brands, trademarks and logos, the Attio Services (including Attio Content but excluding Customer Data) and the Attio Applications. Except as expressly permitted in writing or as otherwise set out in this Agreement, Customer will not and will ensure that Users will not use any of Attio’s Intellectual Property Rights without Attio’s prior written consent.

10.3. If Customer becomes aware of or suspects any improper or wrongful use of any of Attio’s Intellectual Property Rights, Customer will promptly notify Attio in writing of all circumstances relating to such improper or wrongful use. Customer will assist Attio in taking all steps to defend Attio’s Intellectual Property Rights, but Customer will not institute legal proceedings of Customer’s own accord.

10.4. Customer will remain the owner of all Intellectual Property Rights in Customer Data. Customer represents and warrants that Customer owns Customer Data and/or is otherwise entitled to grant the licence(s) herein and that the provision of Customer Data to Attio and exercise of any rights by Attio in connection with Customer Data will not breach any third-party rights including any Intellectual Property Rights.

10.5. If Customer or any Users provide Attio with any feedback, comments, suggestions, enhancements, recommendations, or other input concerning the Attio Services or any part thereof (collectively, “Feedback”), Customer hereby assigns (and will ensure that Users assign) to Attio all right, title, and interest in and to the Feedback, and agrees that Attio is free to use the Feedback without payment, attribution, or restriction.

10.6. The parties will each retain the ownership of the Intellectual Property Rights they each hold which form part of any Integration. Attio grants a limited, non-exclusive, revocable licence to use the Attio Intellectual Property Rights which make up part of any Integration solely in connection with the use of the Integration, subject to the terms of this Agreement.

11. Warranties; Compliance with Law

11.1. Customer (on Customer’s own account and on behalf of any User) represents and warrants to Attio that:

  • (a) Customer has all right, power and authority to grant any rights under this Agreement;

  • (b) the development, supply and use of Customer Data, and any Integration, and the grant of any rights by Customer to Attio under this Agreement, will be in accordance with all applicable laws, and will not infringe the rights of any third party;

  • (c) Customer has obtained and undertakes to maintain all consents, licences and permissions required by Customer to grant the rights and perform any obligations under this Agreement;

  • (d) Customer will not insert or include, or permit or cause the insertion or inclusion in the Attio Services or any Integration, any Malicious Software, or anything else that might be reasonably prejudicial to Attio’s reputation or its business;

  • (e) its use of the Attio Services (including any AI Features), will be in accordance with all applicable laws, including the EU AI Act and any other applicable legislation regulating artificial intelligence systems; and

  • (f) Customer will cooperate with Attio to mitigate the effect of any Malicious Software found in any Integration.

11.2. Customer (on Customer’s own account and on behalf of any User) represents, warrants and undertakes to Attio that, with respect to any Integration, the Integration will:

  • (a) be of satisfactory quality, free of any material defects and will be fit for its purpose;

  • (b) comply with all requirements under this Agreement, and as notified by Attio to Customer from time to time;

  • (c) comply with the terms of any Third-Party Platform and all applicable law;

  • (d) not degrade the functionality or performance of the Attio Services or the Attio API; and

  • (e) not contain or include any Malicious Software.

11.3. Each party will: (a) comply with all applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act (the “Anti-Bribery Requirements”); (b) maintain and enforce adequate policies and procedures to ensure compliance with the Anti-Bribery Requirements throughout the Term; (c) ensure that its employees, contractors, and associated persons performing services in connection with this Agreement comply with this clause; (d) not offer, give, request, or accept any bribe or improper payment in breach of the Anti-Bribery Requirements; and (e) on written demand, certify compliance with this clause and provide such supporting evidence as the other party may reasonably request.

11.4. Customer will comply with all applicable export and import laws in using the Attio Services. Customer: (a) represents and warrants that it is not listed on any UK or U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a UK or U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; (b) agrees not to access or use the Attio Services in violation of any export embargo, prohibition, or restriction imposed by any applicable jurisdiction; and (c) will not submit to the Attio Services any information controlled under applicable export and import laws.

12. Indemnity

12.1. Customer will defend, indemnify and hold harmless Attio against all losses, damages, costs and expenses (including reasonable attorneys’ fees) that Attio incurs or suffers from a third-party claim arising out of or in connection with (a) Customer’s or Users’ use of the Attio Services in violation of applicable law or this Agreement, (b) Customer’s or Users’ use of any Integration, Customer Systems or Third-Party Platforms, (c) any claim that Customer Data or any Integration infringes or misappropriates third-party Intellectual Property Rights or violates applicable law, and (d) Customer’s and/or Users’ gross negligence or wilful misconduct.

12.2. Attio will defend Customer from and against any third-party claim alleging that the Attio Services, when used by Customer in accordance with this Agreement, infringe or misappropriate a third party’s Intellectual Property Rights, and will indemnify and hold Customer harmless against any damages and costs awarded against Customer (including reasonable attorneys’ fees) or agreed in a settlement by Attio resulting from the claim. In response to an actual or potential infringement or misappropriation claim or otherwise relating to violation of Intellectual Property Rights, if required by settlement or injunction or as Attio determines necessary to avoid material liability, Attio may at its option: (a) procure rights for Customer’s continued use of the applicable Attio Service; (b) replace or modify the allegedly infringing portion of the applicable Attio Service to avoid infringement or misappropriation without reducing the Attio Service’s overall functionality; or (c) terminate the affected Attio Service and refund to Customer any pre-paid, unused Fees for the terminated portion of the Term, as applicable.

12.3. Attio’s obligations under clause 12.2 do not apply: (a) to infringement or misappropriation resulting from Customer’s modification of Attio Services or use of Attio Services in combination with items not provided by Attio (including Third-Party Platforms and Customer Systems); (b) to infringement resulting from any Integration (other than to the extent resulting solely from the Attio API); (c) to unauthorised use of Attio Services; (d) if Customer settles or makes any admissions about a claim without Attio’s prior consent; or (e) to Free Trials, betas or other free or evaluation use.

13. Liability

13.1. Nothing in this Agreement limits or excludes either party’s liability:

  • (a) for death or personal injury caused by its negligence;

  • (b) for fraudulent misrepresentation or for any other fraudulent act or omission;

  • (c) to pay Fees properly due under this Agreement;

  • (d) a party’s indemnification obligations under this Agreement; and/or

  • (e) for any other liability which may not lawfully be excluded or limited.

13.2. Subject to clause 13.1, in no event will either party, its directors, employees, partners, agents, suppliers, or affiliates be liable to the other party (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) for any:

  • (a) loss of profit, loss of sales, revenue or business;

  • (b) loss of customers, contracts or opportunity;

  • (c) loss of or damage to reputation or goodwill;

  • (d) loss of anticipated savings;

  • (e) loss of any software or data;

  • (f) loss of use of hardware, software or data; or

  • (g) indirect, incidental, consequential, special, or punitive damages (including service interruptions, computer damage or system failure) arising out of or relating to this Agreement, whether based on warranty, contract, tort (including negligence) or any other legal theory and whether or not advised of the possibility of such losses.

13.3. Subject to clauses 13.1 and 13.2, each party’s total aggregate liability arising out of or relating to this Agreement (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) will be limited to the total amount of Fees actually paid by Customer in the twelve (12) months preceding the event giving rise to the claim.

14. Confidentiality

14.1. Subject to clause 14.2, each party will:

  • (a) keep confidential all Confidential Information of the other party which it receives in connection with the provision or receipt of the Attio Services;

  • (b) apply to such Confidential Information no lesser security measures and degree of care than those which it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting the same;

  • (c) only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, this Agreement;

  • (d) not disclose such Confidential Information to any third party (other than its professional advisers, officers, employees, agents, contractors, and sub-contractors on a ‘need to know’ basis as strictly required in accordance with this Agreement and subject to each such person being bound by an obligation of confidentiality no less favourable than this clause 14); and

  • (e) promptly upon request, and in any event upon termination of this Agreement, return to the disclosing party (or, at the disclosing party’s option, destroy or permanently delete) all materials in any form incorporating or recording such Confidential Information, and certify compliance with this clause in writing upon request.

14.2. Confidential Information will not include any information that the recipient can establish:

  • (a) was publicly known and made generally available in the public domain prior to the time of disclosure;

  • (b) becomes publicly known and made generally available after disclosure without breach of this Agreement or any other confidentiality obligation;

  • (c) is already known by or legally in the possession of the recipient at the time of disclosure; and/or

  • (d) is lawfully disclosed to the recipient, without any obligations of confidentiality owed by a third party.

14.3. Either party may disclose the other’s Confidential Information to the extent required by law or by any court, tribunal, regulator, or other authority with competent jurisdiction to order its disclosure (but only to the extent of such requirement).

14.4. Customer acknowledges and agrees that the Attio Services (including Attio Content but excluding Customer Data) and Attio Applications and the terms of this Agreement, including the pricing, constitute Confidential Information of Attio.

14.5. Notwithstanding anything to the contrary, Attio will have the right to collect and analyse aggregated and de-identified data generated from the provision and use of the Attio Services; Attio will be free to:

  • (a) use such information and data to improve and enhance the Attio Services and for other development, diagnostic and corrective purposes in connection with the Attio Services and other Attio offerings; and

  • (b) disclose such data solely in aggregate or other de-identified form.

14.6. For the avoidance of doubt, Customer Data is not Confidential Information for the purposes of this clause 14 and is instead governed by the terms of the DPA and the other applicable provisions of this Agreement.

15. Data Protection

Each party will comply with Data Protection Laws (as defined in the DPA) and the terms set out in the Data Processing Addendum.

16. Termination and Effect of Termination

16.1. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

  • (a) the other party commits a material breach of this Agreement which is not remedied within a period of thirty (30) days after being notified in writing of the breach;

  • (b) the other party becomes unable to pay its debts as they fall due, enters into any insolvency, administration, receivership, liquidation, or analogous proceedings under any applicable jurisdiction, or ceases or threatens to cease trading; or

  • (c) either party, or any of its officers, directors, or beneficial owners, becomes subject to sanctions or export controls imposed by the United States, United Kingdom, European Union, or United Nations, or is designated on any sanctions list maintained by any of these jurisdictions.

16.2. On termination, Customer will pay in full for the Attio Services up to and including the effective date of termination. Upon any termination, Attio will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days. Thereafter Customer may request Attio deletes stored Customer Data in accordance with the terms of this Agreement but without such request, Attio may, but is not obligated to do so.

16.3. Upon termination of this Agreement for any reason, Customer will promptly destroy or permanently delete all Attio Content and all copies thereof in Customer’s or any User’s possession or control, and will, upon Attio’s written request, certify in writing that it has done so. This obligation is without prejudice to Customer’s obligations under clause 14.1(e).

16.4. All clauses of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, and clauses 1, 4.3, 4.4, 4.5(a)-(e), 4.6, 4.8, 5.5-5.8, 6, 8.8, 9, 10, 12-14, 16.2, 16.3, 16.6, and 17-19.

16.5. Attio may terminate this Agreement: (a) for any legitimate business reason, including discontinuation of the Attio Services, a change in business operations, or where continued performance would be commercially impracticable; or (b) for non-payment of Fees lasting more than thirty (30) days after notice of non-payment, in each case by giving Customer reasonable notice. Attio may terminate with immediate effect where required to comply with applicable law or regulation or to address a security incident.

16.6. In cases of termination by Attio without cause, Attio will refund Customer the paid but unused portion of Fees for the remainder of the then current Initial Term or Renewal Term.

16.7. Without prejudice to clauses 16.1, 16.2 or 16.5, Attio may, in addition, and without liability, suspend access to and use of the Attio Services or any part thereof, by giving notice to Customer if any provision of this Agreement is breached.

17. Force Majeure

Neither party will be liable for any failure or delay in performing its obligations under this Agreement (other than Customer’s payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, pandemics, natural disasters, war, terrorism, government action, labour disputes (excluding those involving the affected party’s own workforce), or failures of the internet, networks, telecommunications, or power supply. For the avoidance of doubt, force majeure does not include any shortage or lack of funds on Customer’s part. This clause applies provided the affected party:

  • (a) notifies the other in writing as soon as reasonably practicable about the nature and extent of the circumstances and likely effects;

  • (b) uses reasonable efforts to mitigate any adverse impact on the other; and

  • (c) uses reasonable efforts to resume performance as soon as reasonably practicable.

18. Publicity

Customer agrees that Attio may use Customer’s name or logo to list Customer as an Attio customer on its website and in other marketing, sales, and other business materials.

19. General

19.1. Attio may, in its sole discretion, remove or add features to the Attio Services at any time without any compensation or other liability to Customer; provided, that the foregoing will not result in a material degradation of the Attio Services unless removal or modification of features is required to comply with applicable law, an agreement with a third-party service provider or to prevent a security incident.

19.2. Attio may modify the terms of this Agreement from time to time by updating the terms and conditions on the website or by direct written notice to Customer. If a modification is material, as reasonably determined by Attio, then Attio will make commercially reasonable efforts to notify Customer of the change. Continued use of Attio Services will constitute acceptance of the new terms of this Agreement. If Customer does not agree with the updated terms of this Agreement, Customer must immediately stop using Attio Services and ensure Users also stop using Attio Services.

19.3. A party’s failure, delay, or partial exercise of any right or remedy under this Agreement or by law does not constitute a waiver of that or any other right or remedy.

19.4. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and neither Customer nor Attio will have any authority of any kind to bind the other in any respect whatsoever.

19.5. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be modified or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

19.6. Customer may not assign, transfer or sub-license Customer’s rights under this Agreement except with Attio’s prior written consent. Attio may transfer and assign any of its rights and obligations under this Agreement without Customer’s consent.

19.7. Except as expressly set out herein, a person who is not a party to this Agreement will have no rights under or in connection with it, whether under the Contracts (Rights of Third Parties) Act 1999 (where applicable) or otherwise.

19.8. 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 its subject matter, including but not limited to vendor due diligence information that Attio may have provided. All waivers and modifications of this Agreement must be in a writing signed by both parties, except as otherwise provided herein. Except for the express terms in this Agreement, no other representations or terms will apply or form part of this Agreement, and each party acknowledges that it has not been influenced to agree to this Agreement by, and will have no rights or remedies (other than for breach of contract) with respect to, anything the other party has said or done or committed to do.

19.9. The governing law and relevant jurisdiction of this Agreement will be determined as follows:

  • (a) If Customer is incorporated or otherwise established anywhere outside of the United States of America, this Agreement is governed by the laws of England and Wales. All parties submit to the exclusive jurisdiction of the English courts in relation to any dispute arising out of or in connection with this Agreement or its subject matter, but Attio is also entitled to apply to any court worldwide for injunctive or other remedies in order to protect or enforce its Intellectual Property Rights.

  • (b) If Customer is incorporated or otherwise established in the United States of America, then this Agreement is governed by the laws of the State of Delaware and Customer is expressly agreeing to the following mandatory arbitration of disputes.

    • (i) This Agreement and any dispute between Customer and Attio, will be governed by the laws of the State of Delaware without regard to principles of conflicts of law that would result in the application of the law of any other jurisdiction, except that the Federal Arbitration Act will govern the interpretation and enforcement of the arbitration provisions set forth below.

    • (ii) Unless Customer and Attio agree otherwise, in the event that this clause 19.9(b) is found not to apply to Customer or to a particular claim or dispute, either as a result of Customer’s decision to opt-out of the arbitration procedures or otherwise, the parties agree that any claim or dispute that has arisen or may arise between Customer and Attio must be resolved exclusively by a state or federal court located in the State of Delaware, except that Customer or Attio are permitted to: (A) bring small claims actions in state court in the county in which Customer resides if such court has a small claims procedure and if such court is located in the United States of America; (B) bring claims for injunctive relief in any court having jurisdiction over the parties; or (c) seek enforcement of a judgment in any court having jurisdiction over the parties.

    • (iii) Except if Customer opts out or for disputes relating to Attio’s Intellectual Property Rights, the parties agree that all disputes between Customer and Attio (whether or not such dispute involves a third party) arising out of or relating to this Agreement or the Attio Services will be finally resolved by arbitration before a single arbitrator conducted in the English language in the State of Delaware, U.S.A. under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). Customer and Attio will appoint as sole arbitrator a person mutually agreed by Customer and Attio or, if Customer and Attio cannot agree within thirty (30) days after either party’s request for arbitration, such single arbitrator will be selected by the AAA upon the request of either party. The parties will bear equally the cost of the arbitration (except that the prevailing party will be entitled to an award of reasonable attorneys’ fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator will be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, application may be made to any court of competent jurisdiction for an award of injunctive relief or for a judicial acceptance of the award or order of enforcement. Under no circumstances will the arbitrator be authorised to award damages, remedies or awards that conflict with this Agreement.

    • (iv) To the extent permitted by law, Customer and Attio agree to waive trial by jury in any court proceeding permitted under this Agreement. Any claims brought by Customer must be brought in Customer’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Customer hereby waives any and all rights to bring any claims related to these terms and/or the Attio Services as a plaintiff or class member in any purported class or representative proceeding.

    • (v) Customer may opt out of this agreement to arbitrate. If Customer does so, neither Customer nor Attio can require the other to participate in an arbitration proceeding. To opt out, Customer must notify Attio in writing within thirty (30) days after the date that Customer first became subject to this arbitration provision. The opt-out notice must state that Customer does not agree to the agreement to arbitrate and must include Customer’s name, address, phone number, Customer’s account information, if applicable, to which the opt-out applies and a clear statement that Customer wants to opt out of this agreement to arbitrate. Customer must sign the opt-out notice for it to be effective. This procedure is the only way Customer can opt out of the agreement to arbitrate. Customer must use this address to opt out: [email protected], 42 St John’s Square, 2nd Floor, London, United Kingdom, EC1M 4EA.

    • (vi) Notwithstanding any provision in this Agreement to the contrary, Customer and Attio agree that if Attio makes any change to the arbitration procedures (other than a change to any notice address or website link provided herein) in the future, that change will not apply to any claim that was filed in a legal proceeding against Attio prior to the effective date of the change. Moreover, if Attio seeks to terminate the arbitration procedures from this Agreement, such termination will not be effective until thirty (30) days after the version of this Agreement not containing the arbitration procedures is posted to Attio’s website and will not be effective as to any claim that was filed in a legal proceeding against Attio prior to the effective date of removal.

    • (vii) This agreement to arbitrate will survive the termination of this Agreement.