Terms, PostHog style

The full Terms of Service

(with handy summaries at the end of each section)

These PostHog Terms of Service (the "Terms of Service", "Terms" or "Agreement") apply to any Customer (as defined below) accessing or using PostHog cloud-based software, products or services ("PostHog Cloud"). Separate terms for users of PostHog Free and Open Source Software ("PostHog FOSS") can be found here: https://github.com/PostHog/posthog-foss/blob/master/LICENSE.

By signing up to, creating an account, using or otherwise accessing PostHog Cloud, you and any entity that you represent ("Customer", "you" or "your") are unconditionally consenting to be bound by and are becoming a party to these Terms of Service as of the date of your first signup, account creation, use, download or other acceptance (the "Effective Date") of the Licensed Materials (as defined below) provided by PostHog Inc. or one of its Affiliates (collectively, "PostHog", "us", "we" or "our"), on a free or pay-as-you-go basis, or in accordance with and pursuant to one or more order forms, quotes or other ordering documents referencing these Terms (each an "Order Form"). 

These Terms may be updated from time to time at our discretion. Subject to the terms herein, Customer’s use or continued use of the Licensed Materials also constitutes Customer’s ongoing and continued assent to the terms of this Agreement. If you do not accept this Agreement, and/or any related modifications or new terms as may be updated from time to time, please refrain from accessing or using PostHog Cloud or the Licensed Materials. 

If these Terms are considered an offer, acceptance is expressly limited to these Terms. If you are executing, entering into or otherwise accepting the terms of this Agreement on behalf of a company, organization, or other legal entity (each, an "Entity"), you hereby represent that you have full legal authority to bind that Entity to this Agreement and all references to "you" and "your" and related language in these Terms will refer to that Entity, unless we indicate otherwise.

By signing into or using PostHog, you agree to all these terms. That includes anyone signing up on behalf of a company - so if you're doing this for your employer, make sure you actually have the authority to do that.

We may update these terms occasionally. If you keep using PostHog after an update, that counts as agreeing to the new version.

(See our separate terms if you’re self-hosting the open source edition.)

1. License and support

1.1 Subject to the terms and conditions of this Agreement (including, any and all payment obligations), PostHog hereby grants to Customer and its Affiliates (as defined below) a limited, non-exclusive, non-transferable, non-sublicensable and revocable (as provided herein) right for Customer, its Affiliates, and their Users (as defined below) to (a) internally (i) use, reproduce, modify, prepare derivative works based upon, and display the code of PostHog Cloud at the plan type and/or tier level selected by Customer (or as specified in an applicable Order Form), in accordance with the specifications and guidance generally promulgated by PostHog from time to time (the "Software"), solely (x) for its internal use in connection with the development of Customer’s and/or its Affiliates’ own software, and (y) at the level of usage for which Customer has paid PostHog; and (ii) use the documentation, training materials or other materials, products or services supplied or provided by PostHog (the "Other PostHog Materials"); and (b) modify the Software and publish patches to the Software, solely at the level of usage for which Customer has paid PostHog. Notwithstanding anything to the contrary, Customer agrees that PostHog and/or its licensors (as applicable) shall retain all right, title and interest in and to all Software incorporated in such modifications and/or patches, and all such Software may only be used, copied, modified, displayed, distributed, or otherwise exploited in full compliance with this Agreement, and with a valid PostHog Cloud subscription for the correct level of usage. 

The Software and Other PostHog Materials are collectively referred to herein as the "Licensed Materials". As used herein, "Affiliate" means any entity that directly or indirectly controls, is controlled by, and/or is under common control with the subject entity, where "control" means the ownership or control of more than fifty percent (50%) of the voting interests in such subject entity. "User" means each individual end user (person or machine) of Customer and/or its Affiliates (including, without limitation, employees, agents or consultants thereof) with access to the Licensed Materials hereunder.

1.2 Subject to this Agreement, PostHog will provide reasonable support to Customer for the Licensed Materials as set forth on the 'Support options' page and in accordance with the plan selected by and paid for by Customer, or as otherwise specified in an applicable Order Form. 

Notwithstanding anything to the contrary, in the event that Customer does not reasonably comply with written specifications or instructions from PostHog’s service engineers regarding any support issue or request (including without limitation, maintaining appropriate backups of Customer’s Licensed Materials) (each, a "Support Issue"), PostHog may terminate or suspend its support obligations to Customer with respect to such Support Issue upon fifteen (15) days’ written notice if Customer does not cure such noncompliance within such notice period. 

PostHog will use commercially reasonable efforts to respond to support inquiries submitted via Slack, email or in-app chat. The number of support questions is not limited, provided that Customer’s use of support is reasonable and consistent with the intended use of the support channels. 

We’ll provide support as outlined in your product plan.

We can close a support ticket if you fail to respond to a request from one of our engineers within 15 days.

We will aim to answer your questions as fast as we can, using a few different channels. 

2. Restrictions and responsibilities

2.1 Customer and its Affiliates will not, and will not permit any third party to: (a) use the Licensed Materials for any purpose other than as specifically authorized in Section 1.1 or in such a manner that would enable any unlicensed entity, individual or person to access the Licensed Materials; (b) use the Licensed Materials or any other PostHog software for timesharing, service bureau, managed service, or similar purposes, or otherwise make the Licensed Materials available to any third party other than Users, including without limitation, by selling, reselling, sublicensing, distributing, leasing or otherwise commercially exploiting the Licensed Materials; (c) remove, obscure, or alter any copyright, trademark, or other proprietary notices contained in or on the Licensed Materials; (d) access or use the Licensed Materials in a manner intended to circumvent or exceed any usage limits, service capacity limits, account limitations, or other restrictions applicable to Customer’s subscription or Order Form; (e) access or use the Licensed Materials to interfere with, disrupt, or attempt to gain unauthorized access to any systems, networks, accounts, or data of PostHog or any third party, including by attempting to circumvent authentication or security mechanisms; (f) use the Licensed Materials to store, transmit, or distribute any content or material that (i) infringes or violates the intellectual property or other rights of any third party, (ii) is unlawful, harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous or otherwise objectionable or (iii) contains any virus, trojan horse, worm, time bomb, unsolicited bulk commercial, or "spam" message, malware, or other harmful code, file or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs) designed to interrupt, damage, or limit the functionality of any software, hardware, or telecommunications equipment; (g) use the Licensed Materials in violation of any applicable laws or regulations, including without limitation laws relating to privacy, data protection, export controls, consumer and child protection, obscenity or defamation, intellectual property, or the transmission of technical or personal data; (h) access or use the Licensed Materials from jurisdictions subject to comprehensive U.S. export embargoes or in violation of applicable export control or sanctions laws; (i) use the Licensed Materials for the purpose of monitoring their availability, performance, or functionality for benchmarking or competitive analysis, or publicly disclose the results of any benchmarking or performance testing of the Licensed Materials without PostHog’s prior written consent; (j) impersonate any person or entity, including any employee or representative of PostHog, or misrepresent Customer’s affiliation with any person or entity; or (k) use the Licensed Materials in connection with any high-risk or strict liability activity in which the failure of the Licensed Materials could lead to death, personal injury, or severe environmental damage (including, without limitation, space travel, firefighting, police operations, power plant operation, military operations, air traffic control, rescue operations, emergency medical services, hospitals, life-support systems or similar activities). Customer is responsible for all activity conducted under its accounts and for ensuring that its Affiliates and Users comply with the restrictions set forth in this Section 2.1.

2.2 Customer will cooperate with PostHog in connection with PostHog’s provision of the Licensed Materials under this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as PostHog may reasonably request. Customer will also cooperate with PostHog in establishing passwords or other authentication procedures reasonably designed to ensure that only authorized Users of Customer have access to any administrative functions of the Licensed Materials. 

Customer shall maintain during the term of this Agreement and through the end of the third year after the date on which the final payment is made under this Agreement or an applicable Order Form, books, records, contracts, and accounts relating to the payments paid or payable to PostHog under this Agreement or an applicable Order Form (collectively, the "Customer Records"). PostHog may, at its sole expense, upon thirty (30) days’ prior written notice to Customer and during Customer’s normal business hours and subject to industry-standard confidentiality obligations, hire an independent third party auditor to audit the Customer Records only to verify the amounts paid or payable under this Agreement or an applicable Order Form. If an audit reveals underpayment, then Customer shall promptly pay the deficiency to PostHog plus late fees in accordance with Section 6.2. PostHog shall bear the cost of an audit unless the audit reveals underpayment by more than 5% for the audited period, in which case Customer shall promptly pay PostHog for the reasonable costs of the audit.

You need to work with us on some things, like creating passwords or answering emails.

If we think you’ve done any of the above naughty things, you need to allow us to check on that.

We reserve the right to check if you’ve underpaid, and ask you to pay if you have.

2.3 Customer is responsible for maintaining the security of Customer’s accounts, passwords (including but not limited to administrative and User passwords) and files, and for all uses and activities occurring under Customer accounts, whether or not authorized by Customer. Customer shall ensure that all Users of Customer’s accounts are authorized by Customer and comply with the terms of this Agreement.

You’re responsible for keeping your account secure. That means protecting your passwords and making sure anyone with access to your account is authorized and follows these terms. If something happens under your account, it’s on you, whether you authorized it or not.

3. Confidentiality

3.1 Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose information relating to the Disclosing Party’s technology, products, services, business, operations, or other affairs (collectively, the "Proprietary Information" of the Disclosing Party). Proprietary Information includes any non-public information disclosed in any form or medium that (a) is designated as confidential or proprietary at the time of disclosure or within a reasonable time thereafter, or (b) reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure. Without limiting the foregoing, the terms and conditions of this Agreement and all Order Forms, the Licensed Materials, and any information relating to the performance or operation of the Licensed Materials constitute PostHog Proprietary Information.

3.2 The Receiving Party agrees: (a) to use the Disclosing Party’s Proprietary Information solely for the purpose of performing its obligations or exercising its rights under this Agreement; (b) not to disclose such Proprietary Information to any third party except to its and its Affiliates’ employees, contractors, consultants, advisors, or agents who have a need to know such information for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those contained herein; and (c) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that it uses to protect its own proprietary information of a similar nature, but in no event less than reasonable precautions. 

The Receiving Party will be responsible for any breach of this Section 3.2 by its employees, contractors, consultants, advisors, or agents. The Receiving Party will promptly notify the Disclosing Party upon becoming aware of any unauthorized use or disclosure of Proprietary Information and will reasonably cooperate with the Disclosing Party to help regain possession of such Proprietary Information and prevent further unauthorized use or disclosure. The foregoing obligations will not apply with respect to any information that the Receiving Party can document: (w) is or becomes generally available to the public without breach of this Agreement; (x) was in its possession or known by it prior to receipt from the Disclosing Party; (y) was rightfully disclosed to it without restriction by a third party; or (z) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Proprietary Information. 

Nothing in this Agreement will prevent the Receiving Party from disclosing Proprietary Information to the extent required by law, regulation, or court order, provided that, to the extent legally permitted, the Receiving Party gives the Disclosing Party prompt written notice of such requirement and reasonably cooperates with the Disclosing Party’s efforts to seek a protective order or otherwise limit such disclosure. The obligations of this Section 3.2 will survive termination or expiration of this Agreement for a period of one (1) year; provided, however, that with respect to Proprietary Information constituting a trade secret under applicable law, such obligations will survive for so long as such information remains a trade secret.

We both agree not to tell anybody else about confidential things we share with each other — unless it was already public knowledge to begin with (we all share some stuff on the internet, right?).

We should both take reasonable steps to keep each other's secrets safe, and make sure anyone we do share them with (like employees or contractors who need to know) is held to the same standard.

If anyone official (like a judge or the government) asks either of us to hand over the other's confidential information, we agree to give the other party a heads up before we share anything, so they have a chance to push back or limit what gets disclosed.

3.3 Notwithstanding the foregoing and anything else contained in this Section 3 to the contrary, PostHog may collect data with respect to and report on aggregate response rates and other aggregated measures of the Licensed Materials’ performance and Customer’s usage of the Licensed Materials; provided that PostHog will not identify Customer as the source of any such data without Customer’s prior written consent. PostHog may also generate aggregated and de-identified data derived from Customer Content in connection with the Product and Model Development activities described in Section 5 of this Agreement. 

We may track and report on how PostHog is performing overall, including things like response rates and usage patterns, but we'll never identify you as the source of that aggregated data without your permission.

3.4 For the avoidance of doubt, the use of a third party to host the data collected by PostHog pursuant to this Agreement shall not be deemed a disclosure under this Section 3. 

Hopefully it’s obvious that Jeff Bezos doesn’t count – well, AWS anyway, Jeff’s too busy on a boat to care. 

3.5 Each party acknowledges and agrees that the other may suffer irreparable damage in the event of a breach of the terms of Sections 1.1, 2.1, or 3.2 of this Agreement and that such party will be entitled to seek injunctive relief (without the necessity of posting a bond) in the event of any such breach. 

We both agree that leaking each other’s secrets could cause serious, hard-to-fix damage. That’s why either party can go straight to court to get an injunction to stop a breach.

3.6 Both parties will have the right to disclose the existence of the relationship between the parties, but not the terms and conditions of this Agreement or an applicable Order Form, unless such disclosure of the Agreement terms is approved in writing by both parties prior to such disclosure, or is included in a filing required to be made by a party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order in accordance with Section 3.2) or is made on a confidential basis as reasonably necessary to potential investors or acquirers.

We can both talk about working with each other, we just can’t share anything secret with others.

4. Intellectual property rights

4.1 Except as expressly set forth herein, PostHog alone (and its licensors, where applicable) will retain all right, title and interest in and to the Licensed Materials, Usage Data (as defined below) and Derived Data (as defined below), and any suggestions, ideas, enhancement requests, feedback, code, or other recommendations provided by Customer, its Affiliates, their Users or any third party relating to the Licensed Materials, which are hereby assigned to PostHog. This Agreement is not a sale and does not convey to Customer, its Affiliates or its Users any rights of ownership or other intellectual property rights in or related to the Licensed Materials, or any other intellectual property rights of PostHog.

4.2 Customer shall not remove, alter or obscure any of PostHog’s (or its licensors’) copyright notices, proprietary legends, trademark or service mark attributions, patent markings or other indicia of PostHog’s (or its licensors’) ownership or contribution from the Licensed Materials. Customer agrees to reproduce and include PostHog’s (and its licensors’) proprietary and copyright notices on any copies of the Licensed Materials, or on any portion thereof, including reproduction of the copyright notice. Notwithstanding anything to the contrary herein, certain components of the Licensed Materials, including without limitation, any component of the Licensed Materials distributed by PostHog as part of PostHog FOSS, are licensed by third parties pursuant to their respective third-party licenses, as described in the applicable source code annotations.

Please respect our copyright and brand. 

Oh, and pleeeeeease don’t copy our website. We love that you like it, but it is an important part of our brand. If you need help, get in touch and we’ll happily share some advice.  🙏

4.3 Customer hereby represents and warrants that it has all necessary rights, licenses, and consents, including from its end users where applicable, to provide, upload, store, or otherwise make available any software, information, content, data, or related materials provided by or on behalf of Customer or made available through use of the Licensed Materials (the "Customer Content") and to grant the rights set forth herein. Customer hereby grants PostHog a non-exclusive, worldwide, royalty-free right and license during the term of this Agreement to access, process, store, transmit, and use the Customer Content as reasonably necessary to provide, operate, maintain, support and secure the Licensed Materials and to perform its obligations under this Agreement. Notwithstanding anything else contained in this Agreement to the contrary, PostHog may collect and use technical logs, telemetry, metadata, and other information relating to Customer’s use of the Licensed Materials (the "Usage Data") for any lawful purpose, including operating, maintaining, improving, testing, securing, and supporting the Licensed Materials. Usage Data does not include Customer Content. 

You confirm that you have the rights to any content you upload or send through PostHog — including any necessary permissions from your own end users. You’re giving us a license to use that content to run and improve the service, but you keep ownership.

We’ll also collect technical usage data (like logs and telemetry) to keep things running smoothly. It’s separate from your content and doesn’t identify you.

4.4 If PostHog receives any notice, demand, or claim that any Customer Content, or Customer’s, its Affiliates’ or its Users’ activities hereunder (including without limitation, Customer’s provision, use or distribution of Customer Content), infringe, misappropriate, or otherwise violate the intellectual property or other rights of any third party, or violate any applicable laws or regulations (a "Claim Against PostHog"), Customer will indemnify, defend and hold PostHog and its officers, directors, employees, agents, and Affiliates harmless from and against all losses, liabilities, damages, settlements, judgments, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising from such Claim Against PostHog. The indemnification obligations in this Section 4.4 are conditioned on PostHog providing Customer with prompt written notice of the Claim Against PostHog, reasonable cooperation, and full control over the defense and/or settlement of the Claim Against PostHog, provided that any settlement obligating PostHog to pay money, admit liability, or make any material change to its business requires PostHog’s prior written consent. Subject to the foregoing, PostHog may participate in the defense and/or settlement of any Claim Against PostHog with counsel of its choosing at its own expense.

If someone claims that your content or how you’re using PostHog violates their rights or breaks the law, you’ll need to cover PostHog’s costs and handle the defense. We’ll let you know quickly if that happens and give you full control over how it’s resolved, though any settlement that affects PostHog will need our sign-off first.

4.5 PostHog will defend, indemnify and hold Customer and its officers, directors, employees, agents, and Affiliates harmless from and against all losses, liabilities, damages, settlements, judgments, fines, penalties, costs and expenses (including reasonable attorneys’ fees) finally awarded or agreed to in settlement (with the consent of PostHog) arising from any claim that the Licensed Materials, as provided by PostHog and used strictly in accordance with this Agreement, infringe or misappropriate an unaffiliated third party’s intellectual property rights (a "Claim Against Customer"), provided that Customer: (a) provides prompt written notice of the Claim Against Customer to PostHog; (b) provides reasonable assistance at PostHog’s request; (c) gives PostHog sole control over the defense and/or settlement of the Claim Against Customer; and (d) refrains from admitting any liability or otherwise compromising the defense in whole or in part, without the express prior written consent of PostHog. Subject to the foregoing, Customer may participate in the defense and/or settlement of the Claim Against Customer with counsel of its choosing at its own expense. The foregoing indemnification obligations in this Section 4.5 do not apply to the extent a claim arises from: (i) portions or components of the Licensed Materials not created by PostHog, (ii) modifications made by Customer or any third party after delivery by PostHog, (iii) combination or use of the Licensed Materials with other products, processes, or materials where the alleged infringement relates to such combination, (iv) continued use after notification of alleged infringement or after PostHog provides modifications that would have avoided the alleged infringement; or (v) Customer’s use of the Licensed Materials not strictly in accordance with this Agreement or the related documentation. If the Licensed Materials become, or in PostHog’s reasonable opinion are likely to become, the subject of a Claim Against Customer, PostHog may, at its sole discretion and expense: (x) procure for Customer the right to continue using the Licensed Materials; (y) replace or modify the Licensed Materials so that they become non-infringing while remaining functionally equivalent; or (z) if neither (x) nor (y) is commercially reasonable, terminate Customer’s right to use the affected portion of the Licensed Materials and refund any prepaid, unused fees attributable to such portion. The indemnification obligations set forth in this Section 4.5 constitute Customer’s sole and exclusive remedy with respect to any third-party claim of intellectual property infringement relating to the Licensed Materials.

Think of it as the flip side of 4.4. If someone comes after you claiming PostHog itself violates their rights, we’ve got you covered. Just note that our protection doesn’t extend to problems caused by your own modifications, mixing PostHog with other products, or using it outside the terms of this agreement.

5. Product and model development

5.1 As used herein, "Product and Model Development" means the development, testing, training, evaluation, and improvement of PostHog products, services, features, analytics systems, and machine learning models. Subject to the terms of this Section 5, Customer grants PostHog a non-exclusive, worldwide, royalty-free license to use Customer Content submitted to the Licensed Materials for Product and Model Development. Customer Content may be used for Product and Model Development unless (a) otherwise agreed to between Customer and PostHog or (b) Customer has opted out through the applicable service settings within the Licensed Materials and/or product or services interface; PostHog will honor any such agreement or election on a prospective basis. Use of Customer Content for Product and Model Development is separate from and independent of use to provide the Licensed Materials. Where Customer Content is used for Product and Model Development, PostHog will aggregate or de-identify such data so that it cannot reasonably be used to identify Customer, its Users, or any individual (the "Derived Data"). For the avoidance of doubt, any such agreement or election will apply on a prospective basis only, and PostHog shall have no obligation to modify, retrain, or delete any models, derived outputs or other Derived Data that utilized Customer Content prior to the effective date of such agreement or election, except to the extent required by applicable laws. 

5.2 PostHog will not permit third parties to use Customer Content to train their machine learning models. Any use of Customer Content for Product and Model Development will be solely for PostHog’s products, services, and internal models.

We’ll never share your data with outside companies to train their models. Anything we use stays internal to PostHog.

6. Payment of fees

6.1 Customer will pay PostHog the then-applicable fees for its use of the Licensed Materials (the "Fees") in accordance with PostHog’s then-current pricing and billing policies published at the time of use (the "Pricing Terms"), and, if applicable, as set forth in an Order Form or as otherwise agreed through the services interface. Unless otherwise specified in an Order Form, Fees are based on Customer’s actual usage of the Licensed Materials. Customer may prepay for usage by purchasing credits to be applied against future usage via an Order Form or through the services interface ("Prepaid Credits"), in each case on the terms specified therein. Unless otherwise agreed in writing, Prepaid Credits are non-refundable and expire twelve (12) months from the date of purchase. 

If Customer’s use of the Licensed Materials exceeds any usage threshold, service capacity, or prepaid credits specified in an Order Form or through the services interface, or otherwise results in additional usage-based Fees, Customer will be billed for such usage and agrees to pay the additional Fees. PostHog may increase Fees or introduce new charges at the end of the Initial Credit Term (as defined below) or any then-current renewal term upon thirty (30) days’ prior notice to Customer, which may be sent via email or through the services interface or otherwise at PostHog's discretion. PostHog may also reduce Fees at any time without notice. If Customer believes that PostHog has billed incorrectly, Customer must notify PostHog no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Billing inquiries should be submitted via an in-app support ticket to PostHog’s customer success team.

6.2 PostHog may charge Fees using a payment method provided by Customer (such as a credit card) or may issue invoices. If invoiced, full payment for invoices issued in any given month must be received by PostHog according to the payment terms specified in the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, and may result in immediate termination of access to the Licensed Materials. Customer shall be responsible for all taxes associated with the Licensed Materials other than U.S. taxes based on PostHog’s net income.

If you prepay (whether annually or otherwise), we may send an invoice rather than charging your card. Pay on time, because late payments can result in late fees and, in the worst case, losing access to PostHog.

6.3 Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, GST, use, or withholding taxes, assessable by any jurisdiction whatsoever in relation to your purchases under this Agreement (collectively, the "Taxes"). You are solely responsible for paying all Taxes associated with your purchases hereunder. If we have a legal obligation to pay or collect Taxes for which you are responsible for under this Section 6.3, we shall invoice you and you shall pay that amount to us unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. We shall calculate applicable Taxes based on your billing address as detailed on the relevant Order Form or Customer account (it is your duty to inform us if Taxes should be assessed on a different address). You shall promptly notify us of any changes to any of your addresses. Taxes shall not be deducted from or set off against the Fees owed to PostHog.

All our prices are without sales tax.

6.4 Unless earlier terminated in accordance with this Agreement, this Agreement will continue for the Initial Credit Term specified in the Order Form, or through the services interface ("Initial Credit Term"), and will automatically renew for successive terms of the same duration (collectively, the "Term") unless either party provides at least thirty (30) days’ notice of non-renewal. If no Initial Credit Term is specified in an Order Form, or otherwise through the services interface, the Initial Credit Term will be deemed one (1) month and this Agreement will continue on a month-to-month basis, terminable by either party in accordance with Section 7.1. During any month-to-month period (whether as the Initial Credit Term or following expiration of a fixed-term Order Form), Customer may continue to access and use the Licensed Materials subject to PostHog’s then-current usage-based Fees.

By default, PostHog is month-to-month and renews automatically. Unless you've prepaid for credits or agreed to a fixed term, in which case that term applies instead.

7. Termination

7.1 This Agreement shall continue until terminated in accordance with this Section 7. Customer may terminate this Agreement at any time upon thirty (30) days’ written notice to PostHog, provided, however, that for the avoidance of doubt, the termination of this Agreement pursuant to this sentence shall not absolve Customer of the obligation to pay to PostHog any Fees for usage already incurred or otherwise due hereunder, or agreed to pursuant to an Order Form or as otherwise specified through the services interface, and any Prepaid Credits shall remain non-refundable. PostHog may terminate this Agreement upon thirty (30) days’ written notice to Customer in the event that Customer does not have, at such time, any existing and usable Prepaid Credits purchased via an Order Form or otherwise.

7.2 Either party may terminate this Agreement upon thirty (30) days’ written notice to the other party in the event of any curable material breach of this Agreement (including without limitation, any breach of Section 2.1 and/or failure to pay any amounts when due hereunder) by such party where such material breach is not cured during such notice period. In the event of a non-curable material breach, either party may terminate this Agreement immediately upon written notice to the other party.

If either party seriously breaks the terms, the other can give 30 days notice to fix it. If it's not fixed in time, the agreement can be terminated. If the breach can't be fixed at all, termination can happen immediately.

7.3 Either party may terminate this Agreement, without notice, (a) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings (provided such proceedings are not dismissed within one hundred twenty (120) days of such institution), (b) upon the other party’s making an assignment for the benefit of creditors, or (c) upon the other party’s dissolution or ceasing to do business without a successor.

If either of us go bust, or similar, the agreement ends immediately. No need to panic though, we’re default alive and growing as fast as ever.

7.4 Customer’s rights to the Licensed Materials, and any licenses granted hereunder, shall terminate upon any termination of this Agreement. In the event that Customer terminates this Agreement pursuant to Section 7.2 above, PostHog will refund to Customer: (a) with respect to any Prepaid Credits, an amount equal to the proportion of unused credits remaining as of the date of termination, applied to the fees actually paid for such credits; and (b) with respect to any prepaid flat fees that are not usage-based (including without limitation fees for add-ons), a pro-rated refund based on the portion of the applicable subscription period remaining as of the date of termination. For the avoidance of doubt, Customers that have not prepaid for credits or add-ons are not entitled to any refund upon termination. The provisions of this Agreement which by their nature should survive termination shall survive, including without limitation confidentiality, indemnification, and payment obligations.

When the agreement terminates, your right to use PostHog ends. If PostHog broke the contract then you can get a pro-rata refund if you have pre-paid anything. 

8. Warranty

PostHog represents and warrants that (a) it has all rights and licenses necessary for it to perform its obligations hereunder, and (b) it will not knowingly include, in any PostHog software released to the public and provided to Customer hereunder, any computer code or other computer instructions, devices or techniques, including without limitation those known as disabling devices, trojans, or time bombs, that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or user data. If, at any time, PostHog fails to comply with the warranty in this Section 8, Customer may promptly notify PostHog in writing of any such noncompliance. PostHog will, within thirty (30) days of receipt of such written notification, either correct the noncompliance or provide Customer with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable plan for correcting it is not established during such period, Customer may terminate this Agreement in accordance with Section 7 as its sole and exclusive remedy for such noncompliance.

9. Warranty disclaimer

EXCEPT AS EXPRESSLY STATED HEREIN, THE LICENSED MATERIALS, SOFTWARE AND POSTHOG PROPRIETARY INFORMATION AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED "AS-IS," WITHOUT ANY WARRANTIES OF ANY KIND. POSTHOG AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING.

10. Limitation of liability

EXCEPT WITH RESPECT TO BREACH(ES) OF SECTION 1.1 AND/OR 2.1, IN NO EVENT WILL EITHER PARTY OR THEIR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE LICENSED MATERIALS OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, ANY DELAY OR INABILITY TO USE THE LICENSED MATERIALS OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. EXCEPT WITH RESPECT TO BREACH(ES) OF SECTION 1.1 AND/OR 2.1, THE TOTAL MAXIMUM LIABILITY OF EACH PARTY (AND ITS AFFILIATES AND ITS LICENSORS), WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE GREATER OF (i) ONE THOUSAND DOLLARS ($1,000), OR (ii) THE TOTAL FEES PAID TO POSTHOG HEREUNDER IN THE ONE YEAR PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY IN THIS AGREEMENT, THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY WITH RESPECT TO LIABILITY ARISING OUT OF CUSTOMER’S OBLIGATION TO PAY FEES OWED UNDER THIS AGREEMENT OR ANY APPLICABLE ORDER FORMS.

11. U.S. Government matters

Notwithstanding anything else contained in this Agreement to the contrary, Customer may not provide to any person or export or re-export or allow the export or re-export of the Licensed Materials or any software or anything related thereto or any direct product thereof (collectively "Controlled Subject Matter"), in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing, Customer acknowledges and agrees that the Controlled Subject Matter will not be used or transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. Use of the Licensed Materials is a representation and warranty that the User is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Controlled Subject Matter may use or include encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations. As defined in FAR section 2.101, any software and documentation provided by PostHog are "commercial items" and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

12. Miscellaneous

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by either party without the other party’s prior written consent, not to be unreasonably withheld or delayed; provided that either party may transfer and/or assign this Agreement, in its entirety, to a successor in interest in connection with a merger, acquisition, consolidation, corporate reorganization, or sale of all or substantially all of its assets. Both parties agree that 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 that all waivers and modifications must be in a writing signed or otherwise agreed to by each party, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid. PostHog will not be liable for any loss resulting from a cause over which it does not have direct control. This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law principles. The federal and state courts located in San Francisco County, California, shall have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement.

13. Data privacy

Customer shall ensure that any and all information or data, including without limitation, personal data, used by Customer in connection with the Agreement ("Customer Data") is collected, processed, transferred and used in full compliance with Applicable Data Protection Laws (as defined below) and that it has obtained all necessary authorizations and consents from any data subjects to process Customer Data. For clarity, Customer Data may include Customer Content submitted as part of the usage of the Licensed Materials and may contain personal data. Customer is responsible for configuring the Licensed Materials to avoid the collection of sensitive personal data where appropriate, including through available masking or filtering features. "Applicable Data Protection Laws" means any applicable laws, statutes or regulations as may be amended, extended or re-enacted from time to time which relate to personal data including without limitation (i) all applicable US federal and state data protection and privacy laws, including without limitation the California Consumer Privacy Act of 2018 as amended by the California Privacy Rights Act of 2020 (together, the "CCPA"); (ii) the UK Data Protection Act 2018 and the GDPR as retained in UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended); (iii) from and after 25 May 2018, GDPR and any EU Member State laws implementing the GDPR; and (iv) the e-Privacy Directive 2002/58/EC, as amended and as transposed into EU Member State law and any legislation replacing the e-Privacy Directive; and "GDPR" means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation). Depending on the nature of the installation, the processing of Customer Data, and where such data is stored, Customer may request that we enter into a GDPR Data Processing Agreement. Our standard form agreement can be accessed here.