Terms of Service

Version 2 · Effective 5 November 2026

These Ably Terms of Service available at https://ably.com/terms-v2 apply for service activation of subscription access to one or more Ably solutions and services. The person or entity that is listed as the customer in the Order ("you") has indicated binding acceptance of these Terms, as required in order for you to subscribe to, receive, or use the Ably Solution (as defined below). By signing or online-accepting (including via email/Slack) these Terms or an Order, you have entered into a binding agreement with Ably Realtime Ltd, a company incorporated in England and Wales with company number 06946246 whose registered office is at 9th Floor, 107 Cheapside, London EC2V 6DN ("Ably"). Notices to Ably must be sent via email to [email protected]. Notices to you as required by these Terms should be sent to the persons indicated in the Order or as otherwise authorised by you.

Your acceptance of these Terms is required in order for you to access and use the Ably Solution. By registering with Ably™, or by using the Ably Solution in whole or in part, you are entering into a legally binding agreement with us. Please read these Terms carefully. If you do not agree to these Terms, you cannot use the Ably Solution. The Ably Solution is offered only to businesses. By accepting these Terms, you confirm that you are acting for purposes relating to your trade, business, craft or profession. 

We reserve the right at our discretion to propose modifications to these Terms (and any related addenda and policies referenced in these Terms) periodically. We will notify you of such changes via an email sent to the email address we have on file for you or via other notification mechanisms, such changes to take effect upon the next renewal of your Ably Solution subscription. Your renewal of your subscription to the Ably Solution indicates your acceptance of and agreement to the modified Terms.

If you violate any of these Terms, we may suspend your use of the Ably Solution or terminate your subscription under section 12.2 or 14.2, unless such violation is waived by us in writing in our sole discretion.

You may not use the Ably Solution if you are barred from doing so under the laws of the United States or other countries including the country in which you are resident or from which you use the Ably Solution.

1. Defined Terms

"Ably Solution": the services, features, functionality, data and content made available to you as set forth in an Order, as well as the Client Software and any related documentation and other materials, and any upgrades, enhancements, customisations, error corrections, deprecations, and other changes to any of the foregoing that we may from time to time in our sole discretion provide to you or incorporate into such services, software, features, functionality, materials or content.

"Acceptable Use Policy": the acceptable use policy available at https://ably.com/acceptable-use-policy-v2, as modified from time to time in accordance with these Terms.

"Access Information": user name, password, and other log-in information for access to the Ably Solution.

"Application": the application or service owned or controlled by you, and configured, using the Client Software, to utilise the Ably Solution.

"Client Software": the software applications and tools, documentation, and APIs made available by us for use with the Ably cloud service, as may be updated or modified by us in our sole discretion on one or more occasions. 

"Committed Fees": the fees that an Order fixes for a subscription term, whether expressed as a committed spend, a minimum fee or a committed capacity, however measured and whether or not drawn down by usage (including fees for any committed or minimum number of monthly active users), but excluding charges for usage above the committed capacity, minimum or number.

"Content": text, images, graphics, photos, video, audio, files, materials, and any other content, information or data, transmitted via use of the Ably Solution and/or Other Applications, or otherwise made available by and to Ably end users.

"Data Processing Addendum" or "DPA": the Data Processing Addendum to these Terms, set forth here, as may be amended on one or more occasions.

"Evaluation Trial": provision of the Ably Solution free of charge, including provision of the free account level of service, as may be amended on one or more occasions.

"Full Unused Prepaid Fees": for a terminated subscription (or a terminated portion of the Ably Solution), the greater of the amounts in clauses (a) and (b) of the definition of Unused Prepaid Fees.

"Order" or "Order Form": the online signup page or separate ordering form (as may be amended), digitally or physically accepted by you and Ably, setting forth the Evaluation Trial and/or subscriptions you have purchased for access to the Ably Solution, terms regarding Services, if any, and other associated terms. Every Order is deemed attached hereto and made a part hereof.

"Other Applications": any Application, Content, and online or offline software, products, services, functionality, text, video, audio, data, hardware, inventions, networks and content not developed or provided by us, including any of the foregoing that is owned or licensed by you or is processed, made available or enabled for use or display via the Ably Solution.

"Privacy Policy": the privacy policy available at https://ably.com/privacy-v2, as may be amended on one or more occasions.

"Professional Services": services we perform to enable the training, setup and/or integration of the Ably Solution, as may be specified in the Order.

"Scheduled Downtime": temporary planned downtime of the Reactor Queues feature of the Ably Solution with at least seven business days’ notice. Ably service status and incident log are available at https://status.ably.com.

"Service Level Agreement" or "SLA": the service level agreement provided as part of Support Services.

"Services": the Professional Services and the Support Services.

"Support and Service Level Policy Addendum": the Support Services and SLA document set forth at https://ably.com/service-level-addendum.

"Support Services": the support and maintenance services set forth in the Order and Support and Service Level Policy Addendum.

"Terms": these Ably Terms of Service, including the Support and Service Level Policy Addendum, the DPA, and, if applicable, the EU Data Act Addendum, as well as the Order, if any, referencing these Terms.

"Unused Prepaid Fees": for a terminated subscription (or a terminated portion of the Ably Solution), the lesser of (a) the prepaid fees attributable to the portion of the subscription term falling after the effective date of termination; and (b) the prepaid fees attributable to committed capacity or usage that you have not consumed as of the effective date of termination, determined by reference to your actual consumption (committed capacity or usage allocated to any billing period ending on or before the effective date of termination being treated as consumed).

"We", "us", "our" or "Ably": Ably Realtime Ltd, a company incorporated in England and Wales with company number 06946246.

"You" or "your": the individual using the Ably Solution, or clicking "accept" or "agree" (or otherwise demonstrating acceptance of the Terms) where indicated, and thereby becoming bound by these Terms, and the company or other legal entity represented by such individual and/or that accepted an Order, and all affiliates thereto.

2. Subscriptions to the Ably Solution

2.1 Availability. Subject to your compliance with these Terms, including payment obligations, we will make available a subscription to the Ably Solution to you pursuant to these Terms and in accordance with the applicable Order(s) during the term of your subscription. You acknowledge that your decision to use the Ably Solution is not reliant or dependent on the availability of any future functionality or features, or on any oral or written public or private comments or representations made by us.

2.2 Evaluation Trial. Any data, personalisations, integrations, adaptations, customisations or other materials generated during the Evaluation Trial will be permanently lost at the end of the Evaluation Trial unless you purchase a subscription to the applicable Ably Solution. Except as the parties may otherwise agree in the Order, we are under no obligation to provide Services during or in support of the Evaluation Trial. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, THE EVALUATION TRIAL IS PROVIDED "AS IS" AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, and the SLA does not apply to any Evaluation Trial. You must cancel the Evaluation Trial by the end of the stated number of days in the Evaluation Trial offer to avoid incurring charges, unless we notify you otherwise. If you do not cancel at the end of the Evaluation Trial period, we may charge you for the subscription.

2.3 Consent to Emails. You agree and consent to receive email messages from us, which may be transactional, for account management purposes, or for communications relating to or provided as part of the Ably Solution, including notifications related to your subscriptions, Services, administrative notices and service announcements or changes.

2.4 Reservation of Rights. We retain all right, title and interest in and to the Ably Solution and our Content, and all associated intellectual property rights. We grant no licensed rights to our patents. The user interface, user experience, icons, presentation layer and elements, reports, layouts, and screen displays of or generated by the Ably Solution are our copyrightable content, our trade dress and our trademarks and servicemarks, and will not be used, reproduced, distributed, or displayed except for your own personal use and/or business operations, in accordance with these Terms.

2.5 Your Content. You retain all right, title and interest in and to your Content and all associated intellectual property rights, subject to section 5.6.

3. Use of Ably Solution

3.1 Necessary Systems. Access to and ability to effectively use the Ably Solution or Services is conditioned on your procurement of all necessary system, hardware, software, operating environment, Other Applications, connectivity, and network access. You acknowledge that use of the Ably Solution requires connection to, and data transfers over, the network and therefore may impact your data usage charges imposed by your wireless operator or other service provider, and may impact usage limitations imposed by Other Applications. You hereby accept and shall comply with our Acceptable Use Policy.

3.2 Feedback. You agree that we may freely use and exploit in perpetuity any feedback, requirements, recommendations, ideas, bug fixes, ratings, comments, suggestions, or improvements, that you, or any employee or agent thereof, may at any time disclose or submit to us relating to the Ably Solution or the Services for our business purposes, including for product licensing, support and development, without any obligation or payment to you. If you voluntarily provide any such feedback to us, you warrant that you have full right and authority to do so and that our use of such feedback will not infringe or violate third party rights.

3.3 Information. You hereby consent to our collection and use of anonymised or non-personally identifying metadata (including testing, analytical, diagnostic and technical data, predictive analytics models, AI, machine learning, performance, and usage statistics) concerning or arising from your use of the Ably Solution, in order to provide the functionality of the Ably Solution, for product development and marketing purposes, and for verifying Terms compliance. The foregoing will not be construed as an admission that consent to such data collection activity is legally required. You represent and warrant that all information that you submit to us in connection with the Ably Solution, including account and billing information, is accurate, complete and truthful, and that you will promptly update any information provided by you that subsequently becomes inaccurate, incomplete, misleading or false.

3.4 Unauthorised Use. You agree that your use of the Ably Solution shall at all times be exclusively in support of "Your Operations" (defined as websites, platforms, operations, offerings, or services owned and operated exclusively by you, and/or your service providers and vendors, for your benefit). You will not use the Ably Solution or participate in any activities via the Ably Solution in a manner that is likely to be prohibited by law or these Terms or violative of third party rights in any applicable jurisdiction, including intellectual property rights. Your use of the Ably Solution must be in compliance with applicable law. You are solely responsible for the accuracy, quality and legality of the Other Applications. You shall not use, or enable or permit the use of the Ably Solution to store or transmit infringing, libelous or otherwise unlawful or tortious material or data or in violation of privacy rights, or to transmit malicious code, viruses, time bombs, Trojan horses, or similar mechanisms, scripts, agents, bots or programs.

3.5 Benchmarks. To demonstrate our commitment to full transparency and independent verification, you may perform benchmarks, comparative tests, or performance evaluations of the Ably Solution, and publish results, without prior approval from Ably. If you publish benchmarks of Ably Solution: (a) you agree to make such benchmarks available to us as soon as they are published, as well as all details required to replicate the results; and (b) you hereby agree that we may run and publish benchmarks of your products or services, irrespective of any restrictions to the contrary in your terms of use or service. This section does not permit volumetric benchmarks or performance evaluations that exceed, or attempt to exceed, the limits of the Ably account under which they are conducted.

3.6 Notifications to You. For purposes of service messages and notices about the Ably Solution to you, we may place a banner notice across site pages to alert you to certain changes such as modifications to these Terms. Alternatively, notice may consist of an email from us to an email address associated with your account, even if we have other contact information. You also agree that we may communicate with you in relation to your account and these Terms through your account or through other contact information that you have provided to us, including email, mobile number, telephone, or delivery services. 

3.7 Notifications to Us. If you believe that you are entitled or obligated to act contrary to these Terms under any mandatory or applicable law, you agree to provide us with detailed and substantiated explanation of your reasons in writing at least thirty days before you so act, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so.

3.8 Cloud Hosting Providers. You acknowledge that Ably engages Amazon Web Services ("AWS") or other cloud hosting providers provisioning Other Applications in the form of public cloud hosting services enabling delivery of the Ably Solution, pursuant to the terms of the AWS Customer Agreement at https://aws.amazon.com/agreement and related AWS policies, or the corresponding terms and policies of Ably’s cloud hosting provider if not AWS (collectively, the "CHP Agreement"). Ably has no ability to negotiate or alter the terms of the CHP Agreement or ensure the cloud hosting provider's compliance with applicable law. You agree that violation of the CHP Agreement may require Ably to suspend or terminate access to the Ably Solution. Ably's responsibility for the cloud hosting provider, as a Sub-processor (as defined in the DPA), is exclusively as set out in the DPA.

3.9 EU Data Act. If Regulation (EU) 2023/2854 (the "EU Data Act") applies to our provision of the Ably Solution to you, the EU Data Act Addendum available at https://ably.com/terms-eu-data-act-addendum-v1 (the "EU Data Act Addendum") applies to your use of the Ably Solution. In the event of any conflict between this section 3.9 or any other provision of these Terms and the EU Data Act Addendum, the EU Data Act Addendum will prevail with respect to matters within the scope of the EU Data Act. For the avoidance of doubt, this section 3.9 does not constitute an admission that the EU Data Act applies to Ably or its offerings.

4. Client Software

4.1 Licence to Use. Subject to your compliance with the obligations of these Terms, we hereby grant to you a worldwide, non-sublicensable, non-transferable, and non-exclusive licence, limited to Your Operations, to (a) install and use the applicable components of the Client Software on any computing device on which the Client Software is intended to run, in the development, testing and operation of your Application, and in setting up the Ably Solution for use in your environment; (b) reproduce and distribute copies of the applicable components of the Client Software (designated by us as client libraries suitable for such use), solely as permanently embedded in your Application, and solely for the purpose of utilising the Ably Solution; and (c) use and deploy the Ably Solution.

4.2 Updates. Client Software may update automatically on your computer or device. Updates may be required for your continued use of the Ably Solution. You agree to accept such updates subject to these Terms unless other terms accompany the updates. If so, those other terms will apply. We are not obligated to make any updates available and do not guarantee that we will support the version of the Client Software that you are currently using.

4.3 Unauthorised Use. Except as set forth above, you will not (a) make more than the number of copies of Client Software reasonably required for authorised use and distribution as permitted by section 4.1; (b) modify, or create derivative works or improvements of, the Client Software; or (c) sublicense, rent, lease, or host the Client Software. All rights not expressly granted in this section are reserved to us. You will have no right or licence to the Client Software other than the rights expressly granted by us.

4.4 Ownership. We and our licensors retain all right, title and interest in the Client Software and associated intellectual property rights, and all copies of the Client Software.  The structure, sequence, organisation and code of the Client Software constitute our and our licensors' valuable trade secrets and copyrighted confidential information. You will preserve and not suppress Ably proprietary notices, markings, and branding associated with or displayed via the use of the Client Software.

4.5 Reverse Engineering. You shall not reverse engineer, modify, decompile, disassemble or otherwise attempt to derive the source code, interfaces or other information from the Client Software, or work around technical protections or limitations associated with the Client Software, except and only to the extent that: (a) such activity is expressly permitted by directly applicable law notwithstanding this limitation; (b) it is essential to engage in such activity in order to obtain information needed to achieve interoperability of independently created software with the Client Software; (c) such activity is confined to those parts of the Client Software which are necessary to achieve interoperability; and (d) we have not made such information available to you under reasonable terms and conditions upon your request sent to [email protected]. Any information supplied to or obtained by you under this section as a result of reverse engineering may only be used by you for the purpose described in this section, and will not be disclosed to any third party or used to create any software that is substantially similar to the Client Software. You shall not circumvent or bypass any technological protection measures in or relating to the Ably Solution or enable access by unauthorised third party applications.

4.6 Open Source. Certain components or libraries included in or bundled with the Client Software may be covered by open source licences. To the extent required by such open source licences, the terms of such licences will apply in lieu of the terms of this section, solely with respect to those libraries or components that are licensed under such open source licences.

5. Access Information & Content

5.1 Access Information. You are wholly responsible for maintaining the confidentiality of Access Information and wholly liable for all activities occurring under such Access Information. You will not transfer to any party Access Information, or use access information of another, without our prior written consent. You will immediately notify us of any unauthorised use of Access Information or any other breach of security via email sent to [email protected]. We will not be liable for any loss or damage arising from lost or forgotten Access Information (including associated loss of data and content), for failure to comply with this section or from unauthorised use of the Access Information.

5.2 Responsibility for Content. All Content is your sole responsibility and the responsibility of the user from which such Content originated. We will have no responsibility or liability for your deletion or failure to store any Content or user data. We reserve the right to mark as "inactive" and archive accounts that are inactive for an extended period of time. We may preserve and disclose Content if required to do so by law or judicial or governmental mandate or as reasonably necessary to protect the rights, property or safety of us, users and/or the public. If you become aware of any violation of our Acceptable Use Policy by an end user of the Application, you shall immediately terminate such end user's account for your Application. We reserve the right to terminate end user Ably accounts or disable the Application in response to a violation or suspected violation of these Terms or our Acceptable Use Policy.

5.3 Use of Content. Each Ably Solution user may be exposed to Content that is offensive, indecent, objectionable, illegal, infringing, false or erroneous. You will bear all risks associated with the use of any Content, including any reliance on the quality, integrity, accuracy, completeness, or usefulness of such Content. We may refuse or delete any Content, including Content of which we become aware that fails to fulfil the purpose of the Ably Solution, is in breach of these Terms, is otherwise contrary to law, or is otherwise inappropriate in our discretion. We do not guarantee the accuracy, integrity or quality of any Content. Under no circumstances will we have liability arising out of or relating to the substance, accuracy, legality or nature of any Content, including, but not limited to, liability for any errors, inaccuracies, or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content. We will have no obligation or liability to you or any Ably user to maintain, store, or license Content, protect and maintain Content owners' intellectual property rights, or to enforce these Terms. 

5.4 Propriety of Content. You shall not, and shall ensure that none of your end users, transmit Content or otherwise conduct or participate in any activities on or via the Ably Solution which is likely to be prohibited by law, or is violative or in breach of third party rights in any applicable jurisdiction, including without limitation laws governing libel and defamation, encryption of software, the export of technology, the transmission of obscenity or the permissible uses of intellectual property. You shall not, and shall ensure that none of your end users, upload, download, display, perform, transmit, or otherwise distribute any Content, or otherwise engage in any activity in connection with the Ably Solution, that (a) is hateful, racist, bigoted, libelous, defamatory, obscene (under the law that applies to it), abusive, stalking, or threatening; (b) advocates or encourages conduct that could constitute a criminal offence, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; (c) constitutes infringement of the intellectual property rights of any party, including rights to the use of name and likeness, or violation of a right of privacy; (d) creates an impression that is incorrect, misleading, or deceptive, including without limitation by impersonating others or by otherwise misrepresenting identity or affiliation with a person or entity; or (e) divulges other people's private or personally identifiable information without their express authorisation and permission. You represent and warrant that you have all necessary rights and licences to transmit your Content, and that all Content you submit is accurate and not misleading to the best of your knowledge, is not confidential or privileged, and is not in violation of third party rights. We may, in our sole discretion, terminate the Ably Solution as to any Content that we believe in our sole judgment is not in compliance with these Terms.

5.5 Account Data. We have no responsibility or liability for your deletion or failure to store any Content. You acknowledge and agree that your Content will not be retrievable or accessible except via your authorised use of the Ably Solution, and that we are under no obligation to compile and return to you your Content, including if you elect to deactivate your account, except as we may otherwise agree in writing.

5.6 Licence to Content. You hereby grant to us, during the term of your subscription, the worldwide, royalty-free, fully paid-up, sublicensable, non-exclusive right and licence to use, reproduce, modify, create derivative works of, perform, display and distribute Content for purposes of and solely as necessary for providing the Ably Solution to you in support of Your Operations.

6. Other Applications

6.1 Responsibility. You are solely responsible for the Other Applications. Under no circumstances will we be liable in any way for Other Applications, including, but not limited to, liability for any errors or omissions in any Other Applications, or for any loss or damage of any kind incurred as a result of the use of the Other Applications. You hereby waive and release any claims you may have against us arising or resulting from use, misuse, alteration or loss of Other Applications. If the providers of Other Applications cease to make the Other Applications available for inter-operation or use with the corresponding features of the Ably Solution on reasonable terms or otherwise, we may cease providing such features or the Ably Solution without entitling you to any refund, credit or other compensation, other than a refund of the Unused Prepaid Fees for any part of the Ably Solution that we cease to provide.

6.2 Use of Your Content. If you install or enable Other Applications for use with the Ably Solution, you acknowledge that providers of the Other Applications may access your Content as required for the inter-operation of such Other Applications with the Ably Solution. We will not be responsible for any disclosure, modification or deletion of your Content resulting from any such access by Other Applications or from enabling Other Applications to interoperate with the Ably Solution.

6.3 Other Applications Terms. You may be subject to additional terms and conditions that may apply when you use Other Applications, or affiliate or third party content or services.

7. Services

7.1 Provision of Services. Subject to your compliance with these Terms, including payment obligations, we will provide the Services as set out in the Order.

7.2 Services Deliverables. We retain all right, title and interest in and to the Ably Solution and any "Services Deliverables", defined as deliverables, software, materials, data, information or content provided to you in connection with your use of the Ably Solution, or developed as part of the Services, and all associated intellectual property rights. We grant to you, for as long as your subscription to the Ably Solution is in effect, a non-exclusive, non-transferable, worldwide licence to use such Services Deliverables solely for your internal operations in connection with your authorised use of the Ably Solution. The licences set forth in this section are the only licences granted to you with respect to the Services Deliverables or associated intellectual property rights.

8. Payment

8.1 Subscriptions. You will pay to us the fees listed, on the dates specified, in the Order. Current pricing information and FAQs can be found here. You may be subject to a data transfer limit or overage charges as disclosed in the pricing page. Charges are solely based on our measurements of your use of the Ably Solution, unless otherwise agreed to in writing. Unless otherwise specified in the Order, subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereafter. By providing us with a billing account, you represent and warrant that you: (a) are authorised to use the billing account that you provided and that any payment information you provide is true and accurate; and (b) authorise us to charge you using your billing account. We may bill you in advance, at the time of purchase, shortly after purchase, or on a recurring basis for subscriptions. We will notify you in advance of any change in the amount to be charged for recurring subscription services. We may bill you at the same time for more than one of your prior billing periods for amounts that have not previously been processed. You may not develop multiple Applications to simulate or act as a single Application or otherwise access the Ably Solution in a manner intended to avoid incurring fees. 

8.2 Orders. All payments are non-refundable, notwithstanding termination of the subscription, except as provided in section 8.6, and are exclusive of taxes, bank service fees, or currency exchange settlements. Payments will be made via the method designated by us. In the event you are delinquent in the payment of any invoice for a period of more than ten business days, we may at our option accelerate your unpaid fee obligations so that all payments are immediately due and payable under the subscription, and suspend access to the Ably Solution and the Services until such accelerated payments and all overdue payments (including interest) are made in full. Notwithstanding any other provision of these Terms, including section 14.9, nothing herein will be deemed to preclude us from filing a fees and expenses collection action at any time in any court of competent jurisdiction (and our right to pursue such relief is not subject to arbitration). Payments to us will be made without deduction, counterclaim or set-off of any kind. Any payments that are not timely paid as provided hereunder will, at our option, bear compound interest at the rate of the higher of (a) one per cent per month; and (b) the rate applicable under the Late Payment of Commercial Debts (Interest) Act 1998, where that Act applies, but in no event above the highest rate permitted by applicable law. Where that Act applies, you will also pay the fixed sums and reasonable recovery costs provided for in section 5A of that Act. You shall reimburse our costs of collecting fees owed under these Terms, including court costs and reasonable attorneys' fees.

8.3 Billing Statement. The details of your charges are set forth in the online billing statement we provide on the account site. This is the only billing statement we provide. It is your responsibility to print or save a copy of each billing statement and retain such copies for your records. If we make an error on a charge to your billing account, you must contact us with the details within 120 days from when the error first appears on your billing statement. We will then promptly investigate the charge. If you do not inform us of the issue within that time, you release us from all liability and claims of loss resulting from the error and we will not be required to correct the error or provide a refund.

8.4 Response to Process. If we are required to respond to a subpoena or other formal request from a third party or a governmental agency for records or other information relating to the Ably Solution or services we have performed or solutions we have provided for you or on your behalf, or to testify by deposition or otherwise, you shall reimburse our time and expenses incurred in accordance with our then-current time and expense rates.

8.5 Taxes. You will bear and be responsible for the payment of all taxes, including all sales, use, value-added, rental receipt, personal property or other taxes and their equivalents which may be levied or assessed in connection with these Terms or provision of the Ably Solution and Services (excluding only taxes based on our net income). If we are required to pay or collect any such taxes or other charges for which you are responsible under this section, the appropriate amount will be invoiced to and paid by you. To the extent you are required by local law to withhold or deduct taxes based upon our income from any payment(s) owed hereunder, such payment(s) will be increased (grossed up) in such amounts as would have been received by us as if no such withholding or deduction were required.

8.6 Refunds. You are entitled to a refund of fees only where these Terms expressly provide for one (under sections 6.1, 9.6, 12.3 and 14.2 of these Terms and section 17.5 of the DPA) or the Order expressly provides for one. Where these Terms provide for a refund of Unused Prepaid Fees or Full Unused Prepaid Fees: (a) we are not obliged to make the refund while any amount owed by you to us under these Terms is overdue, or while you are withholding any amount owed to us under these Terms; (b) we may set off against the refund any amount that you owe or will owe to us under these Terms; (c) subject to clauses (a) and (b), we will pay the refund within 30 days after the effective date of termination or, if later, within 30 days after clause (a) ceases to apply; and (d) no refund is payable for fees attributable to any period before the effective date of termination, whether or not you used the Ably Solution during that period.

9. Fair Usage

9.1 This section 9 applies only where your package is billed according to monthly active users ("MAUs"). Ably calculates your subscription fee based on the number of MAUs using the Ably Solution in the relevant month. You will set the clientId for each end user of your Application in good faith, so that each unique end user is identified by a single clientId and counted as one MAU, and you will not configure your Application in a manner intended to reduce your MAU count. If your MAUs have been under-counted, other than as a result of Ably's own error, Ably may charge you for the under-counted MAUs at the rate for additional MAUs for your package shown on Ably's pricing page for the months concerned. Except where the under-count was deliberate, Ably may do so only for the twelve months before Ably notifies you of the under-count.

9.2 Ably's packages are priced on the basis of typical application usage. Your package price will apply provided your usage of the Ably Solution remains consistent with normal application usage for accounts of a similar size and package.

9.3 If Ably reasonably considers that your usage of the Ably Solution is, on a sustained and material basis, significantly higher than is typical for accounts on your package, Ably will contact you to discuss your usage before taking any other action (a "Fair Usage Review").

9.4 Following a Fair Usage Review, Ably and you will work together in good faith for a period of 30 days (or such other period as agreed) to reach a resolution, which may include: (a) adjusting your usage of the Ably Solution; (b) moving to a different package; or (c) agreeing on a bespoke pricing arrangement for your account. Subject to section 9.6, if Ably and you are unable to reach a resolution, you may terminate your subscription with immediate effect, as your sole remedy in respect of this section 9.

9.5 Ably will not additionally charge you on the basis of this section 9 (other than a charge for under-counted MAUs under section 9.1) without first carrying out a Fair Usage Review and providing you with at least 30 days' written notice.

9.6 If you are on an annual subscription term and Ably and you are unable to agree a resolution under section 9.4, Ably will (i) refund you the Unused Prepaid Fees for your subscription, and (ii) permit you to terminate your subscription with immediate effect, as your sole remedy in respect of this section 9. Following any such termination, you will have no obligation to pay fees for any period after the effective date of termination. If you do not terminate within 30 days after the end of the period in section 9.4, Ably may terminate your subscription on 30 days' written notice, in which case clause (i) and the preceding sentence apply.

9.7 For guidance on the kinds of usage that may trigger a Fair Usage Review, see Ably's Fair Usage Policy at ably.com/docs/platform/pricing/fair-usage. That page is for guidance only and does not amend or limit this section 9.

10. Ably Solution Integrity

10.1 Prohibited Acts. You are prohibited from breaching or attempting to breach any security features of the Ably Solution, including, without limitation: (a) accessing content or materials not intended for you, or logging onto a server or account that you are not authorised to access; (b) attempting to probe, scan, or test the vulnerability of the Ably Solution, or any associated system or network, or to breach security or authentication measures without proper authorisation; (c) interfering or attempting to interfere with use of the Ably Solution by any user, host, or network, including, without limitation, by means of submitting a virus, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”; (d) publishing or linking to malicious content intended to damage or disrupt another user’s browser or computer or to compromise a user’s privacy or anonymity; (e) forging any TCP/IP packet header or any part of the header information; (f) accessing or tampering with non-public areas of the Ably Solution, our computer systems, or the technical delivery systems of us or our providers; (g) publishing, posting, uploading or otherwise transmitting any data, material, information or content that contains any viruses, trojan horses, worms, time bombs, corrupted files or programming routines or mechanisms that are intended to damage, interfere with, monitor, intercept or expropriate any systems, data, information or property; (h) accessing or attempting to access the Ably Solution by any means (automated or otherwise) other than through the currently available, published or enabled interfaces that are provided by us, unless you have been specifically allowed to do so in a separate agreement with us; or (i) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code or other information used by us in providing the Ably Solution.

10.2 Illicit Access. You shall not attempt to gain unauthorised access to other accounts, computer systems or networks connected to any of our servers, through hacking, password mining or any other means. You shall not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Ably Solution, which is for your personal/internal and individualised use only. Without limiting the generality of the foregoing, you shall not publish, distribute or transmit to the general public via any medium the Ably Solution, except through and as otherwise authorised by us, and you will not engage in “framing,” “mirroring,” or otherwise reproducing or simulating the appearance or function of the Ably Solution. You shall not remove any copyright, trademark or other proprietary rights notices associated with or visible via use of the Ably Solution.

11. Disclaimer of Warranties, Limitation of Liability & Indemnity

11.1 Disclaimer. TO THE MAXIMUM EXTENT POSSIBLE UNDER APPLICABLE LAW, except as set forth in the SLA, WE DISCLAIM ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE ABLY SOLUTION OR THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ALL TERMS IMPLIED BY STATUTE OR COMMON LAW, INCLUDING UNDER THE SUPPLY OF GOODS AND SERVICES ACT 1982, ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. Specifically, we make no warranty that (a) the Ably Solution or Services will meet your requirements, goals or needs, (b) Ably Solution or Services access will be uninterrupted, timely, secure or error-free, or (c) any errors or deficiencies in the Ably Solution or Services will be corrected. Because no online system is perfectly secure or reliable, the internet is an inherently insecure medium, and the reliability and security of hosting services, internet intermediaries, your internet service provider, and other application or service providers cannot be assured, you accept such inherent security risks associated with your use of the Ably Solution. You will be responsible for any costs, fees, fines, or penalties imposed on Ably by a competent authority to the extent arising from or relating to: (i) your breach of these Terms; (ii) your use of the Ably Solution in violation of applicable law; or (iii) any inaccurate or misleading information provided by you to Ably or to any competent authority.

11.2 Exclusion. Notwithstanding any other provision of these Terms, our maximum cumulative aggregate liability for all claims, liabilities or obligations arising under or relating to the "Subject Matter" (defined as these Terms (and addenda), their performance or non-performance, the Privacy Policy, the Fair Usage Policy, the DPA, end users, Content, Other Applications, Services, Services Deliverables, and the Ably Solution), regardless of the number of claims or the theory of liability, whether for breach of these Terms, including breach of warranty, or in tort or otherwise, will not exceed the greater of (i) US$1,000 and (ii) all amounts paid by you to us under these Terms, if any, during the six-month period preceding the date on which you notify us in writing of the most recent claim arising under or relating to the Subject Matter. We will not be liable for any indirect, punitive, special, incidental or consequential damages, or liable for interruption of business, downtime, loss of profits, revenue, use, data, or other economic advantage, or cost of cover or replacement (in each case whether direct or indirect), in connection with, related to or arising out of the Subject Matter, regardless of the theory of liability, whether for breach of these Terms, including breach of warranty, or in tort or otherwise, even if we have been previously advised of the possibility of such damages. Liability for damages will be so limited and excluded, regardless of the validity or efficacy of any remedy provided herein and even if any remedy fails of its essential purpose. The provisions of this section allocate the risks under these Terms between the parties and each party has relied upon the limitations set forth herein in determining whether to enter into this relationship. The parties have voluntarily agreed to define the parties’ rights, liabilities and obligations respecting the Subject Matter exclusively in contract pursuant to these Terms, and each party expressly disclaims that such party is owed any duties or is entitled to any remedies not expressly set forth in these Terms. The foregoing limitations and exclusions apply to the maximum extent permitted by applicable law. Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot be limited or excluded by law.

11.3 Indemnification. You hereby agree to fully indemnify, defend and hold harmless Ably, its affiliates, and officers, directors, employees and agents of Ably and its affiliates, from and against any and all claims, losses, damages, judgments, awards, costs, liabilities, expenses, sanctions, and fees (including our reasonable in-house and external lawyers fees and costs) directly or indirectly caused by or incurred by reason of a third party allegation, lawsuit, claim or proceeding, arising out of or related to (a) Content or Other Applications; (b) your end users or any conduct or activity of your end users; (c) breach of these Terms; (d) infringement of intellectual property rights; or (e) your business activities. We may assume the exclusive defence and control of any matter for which you are required to indemnify us at your expense, and you agree to cooperate with our defence of these claims. You shall not settle or compromise any such claims without our prior written consent.

12. Term & Termination

12.1 Term. Access to the Ably Solution commences upon acceptance of the Order or, as applicable, on the date set forth in the Order and will continue in effect as specified in the Order. These Terms will remain in effect for as long as any Evaluation Trials or subscriptions are in effect. If automatic renewals are allowed in your jurisdiction, we will inform you by email before automatically renewing your subscription. Once we have informed you that your subscription will be automatically renewed, we may charge you the then current price for the renewal term. We will also remind you that we will bill your specified billing account for the subscription renewal, whether it was on file on the renewal date or provided later. We will also provide you with instructions on how you may cancel the subscription. You must cancel the subscription before the renewal date to avoid being billed for the renewal.

12.2 Termination. In addition to sections 14.1 and 14.2, a subscription will be terminable for cause as follows: (a) in the event of a material remediable breach of these Terms; in such an event, the non-defaulting party will give notice of such default and opportunity to cure if the breach is remediable or reasonably capable of cure, and if the remediable breach is not substantially cured within thirty days from receipt of such written notice, the non-defaulting party may notify the defaulting party in writing of the immediate termination of all applicable subscriptions; or (b) immediately upon written notice of an irremediable material breach of these Terms, or of a breach of sections 3.4, 4.0, 5.0, 7.2, 10.0 or 11.3; or (c) immediately upon our written notice if the Content, Other Applications or the Ably Solution becomes the subject of a claim of intellectual property or other rights infringement, or of a claim of privacy or data breach. We may terminate a subscription immediately upon written notice if you are late in the payment of any Ably invoice twice in any four-month period, or in the event of (d) violations of the Acceptable Use Policy, or (e) your or any of your end user's manner of using the Ably Solution exceeds normal and reasonable usage, including via unauthorised automated (non-human) initiated requests, or otherwise, and such excessive or detrimental use has not been corrected by you within one business day of our written notice to you, provided that usage that is higher than typical but otherwise legitimate is not a breach of clause (d) or this clause (e) and, where section 9 applies, is subject only to section 9. Either party may additionally terminate a subscription upon written notice to the other party if (f) the other party becomes the subject of a legal proceeding under a law relating to insolvency or bankruptcy; or (g) the other party's property becomes under the control of a custodian or equivalent under applicable law, or is assigned for the benefit of creditors; or (h) the other party generally fails to pay its debts as they become due or acknowledges in writing that it is unable to do so, in each case to the extent permitted by applicable law.

12.3 Effect. Where you terminate a subscription under section 12.2(a) or 12.2(b) for our material breach, or we terminate a subscription under section 12.2(c) because the Ably Solution (and not your Content or Other Applications) is the subject of the claim, we will refund to you the Full Unused Prepaid Fees for the terminated subscription, subject to section 8.6. Where we terminate a subscription under section 12.2(a), 12.2(b), 12.2(d) or 12.2(e), for late payment under section 12.2, or under section 14.2(a), 14.2(b) or 14.2(c), or where you terminate a subscription other than as permitted by these Terms, you will pay any unpaid Committed Fees covering the remainder of the term of each terminated subscription after the effective date of termination, which become immediately due and payable. The parties acknowledge that those fees represent the agreed price for the committed subscription term set forth in the Order and are not a penalty. Termination will not relieve you of the obligation to pay fees payable to us for the period prior to the effective date of termination. The rights of either party under this section 12 are in addition to any other rights and remedies permitted by law or under these Terms. Breach of these Terms may result in pursuit of all available remedies for intellectual property rights (including copyright infringement), the availability of which you hereby acknowledge.

12.4 Survival. Access to and rights of use associated with the Ably Solution will terminate upon termination of any subscription. Sections 1.0, 2.3, 2.4, 2.5, 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 4.3, 4.4, 4.5, 5.0, 6.0, 8.0, 10.0, 11.0, 12.3, 12.4, 13.0 and 14.0 will survive any termination or expiration of these Terms or any subscription.

13. Data Protection

You will take all necessary and reasonable steps to ensure that you have full legal right and authority to disclose and process all personal and personally identifying data, and that the processing of such data will not violate any applicable data protection or data privacy laws. You acknowledge that Ably is a data processor to the extent Ably processes personal data on your behalf as part of the Ably Solution, and that you are the data controller (or, where you process such data on behalf of another controller, a data processor, in which case Ably acts as your sub-processor). The parties hereby agree to the terms of the DPA.

14. General Provisions

14.1 Service Discontinuance/Modification. We may modify, update, or discontinue all or any part, feature, or functionality of the Ably Solution, including in the form of routine updates, bug fixes, performance improvements, and new releases, and where reasonably necessary to: (a) address security vulnerabilities or threats; (b) comply with applicable law, regulation, or a binding order of a court or governmental authority; (c) reflect changes required or necessitated by a cloud hosting provider, including changes to the CHP Agreement; or (d) deprecate features, protocols, or APIs that have reached end-of-life. This section is without prejudice to any rights you may have under the EU Data Act Addendum. 

14.2 Account Termination. We may terminate your account for cause, including without limitation for: (a) violation of these Terms; (b) abuse of Ably resources or any attempt to gain unauthorised entry to the Ably Solution; (c) use of the Ably Solution in a manner inconsistent with its purpose; (d) any Ably user's request for such termination; or (e) requirements of or for failure to comply with applicable law, regulation, court or governing agency order, or ethical requirements. We may in addition terminate the availability of the Ably Solution for our own business reasons, including if we elect to cease being in the business of providing it. Where we terminate for our own business reasons, we will refund to you the Full Unused Prepaid Fees for each terminated subscription. We will not be liable for any termination of Ably user's access to the Ably Solution or Content. After account termination, you will not attempt to register a new account without our permission.

14.3 Account Deactivation. You may deactivate your account at any time. Deactivation does not entitle you to a refund except as provided in section 8.6, and does not relieve you of the unpaid Committed Fees for the remainder of the then-current subscription term, which become immediately due and payable.

14.4 Trademarks; Media. You are granted no right, title or licence to any third party trademarks by these Terms, or to any of our trademarks or servicemarks. We reserve all right, title and interest in and to our trademarks, servicemarks, trade names, domain names, and similar identifiers, including Ably™. You hereby authorise us to disclose in our websites, marketing collateral, and corporate presentations that you have selected Ably and purchased the use of Ably's solutions and services.

14.5 Export Control. You agree to comply with all export and import laws and regulations of the United States, the United Kingdom, the European Union, and other applicable jurisdictions. Without limiting the foregoing: (i) you represent and warrant that you are not listed on any government or international list of prohibited, sanctioned, or restricted parties, or located in or a national of a country that is subject to any government or international embargo, sanction or designation, (ii) you will not (and will not permit any third parties to) access or use the Ably Solution in violation of any export embargo, prohibition or restriction, or applicable law, and (iii) you will not submit any information or application that is controlled under the U.S. International Traffic in Arms Regulations or similar laws or regulations. 

14.6 Prohibited Entities. You represent and warrant that you and each of your affiliates (i) is not "controlled by a foreign adversary" as defined under the Protecting Americans’ Data from Foreign Adversaries Act, 15 U.S.C. § 9901 ("PADFA"), or a "covered person" as defined under the U.S. Department of Justice’s Bulk Sensitive Data Rule, codified at 28 C.F.R. Part 202 (the "DOJ Bulk Data Rule") (each, a "Prohibited Entity"); (ii) is not owned or controlled, directly or indirectly, by a Prohibited Entity; and (iii) will not use the Ably Solution to engage in any transaction prohibited or restricted by the DOJ Bulk Data Rule or PADFA, including by providing a Prohibited Entity with access to bulk U.S. sensitive personal data or government-related data (as those terms are defined in the DOJ Bulk Data Rule). 

14.7 London-Based. The Ably Solution is controlled by Ably from its offices in London, England. We make no representation that the Ably Solution is appropriate for use in other jurisdictions. Your use of or access to the Ably Solution will not be construed as our purposefully availing ourselves of the benefits or privileges of doing business in any other state or jurisdiction other than England.

14.8 Governing Law. The Subject Matter (as defined in section 11.2), and any disputes between us and related to or concerning any of the foregoing (including tort as well as contract claims, and whether pre-contractual or extra-contractual) will be governed by the laws of England and Wales.

14.9 Dispute Resolution. (A) Any disputes between or claims brought by you or us arising out of or related to the Subject Matter (including tort as well as contract claims, and whether pre-contractual or extra-contractual), as well as the arbitrability of any disputes (subject to section 14.9(B) below), will be referred to and finally settled by binding arbitration before the London Court of International Arbitration (lcia.org) in accordance with the LCIA Arbitration Rules in effect at the time of arbitration except as inconsistent with this section, and the seat of the arbitration will be London. The arbitration will be conducted by telephone, on-line and/or based solely upon written submissions where no in-person appearance is required. If in-person appearance is required, such hearings will be held in London, England. The arbitrator will apply the law specified in section 14.8 above, and that law also governs this agreement to arbitrate. All awards may if necessary be enforced by any court having jurisdiction. The existence of any dispute, the existence or details of the arbitration proceeding, and all related documents, materials, evidence, judgments and awards therein, must be kept confidential. Except as required by law, no party will make any public announcements with respect to the proceeding or the award, except as required to enforce same. The parties hereby waive the right to a trial by jury and agree to only bring claims in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. All disputes will be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator does not have the power to vary these provisions. All claims (excluding requests for injunctive or equitable relief) between the parties must be resolved using arbitration in accordance with this section. Should either party file an action contrary to this section, the other party may recover lawyers' fees and costs associated with enforcing this section, provided that the party seeking the award has notified the other party in writing of the improperly filed claim, and the other party has failed to withdraw the claim in a timely fashion. (B) Notwithstanding the foregoing, nothing in this section will preclude the right and ability to bypass arbitration and file and maintain at any time an action for recovery of injunctive or provisional relief in any court of competent jurisdiction under the laws applicable thereto.

14.10 Limitation. Any claim or cause of action arising out of or related to the Subject Matter is barred unless the party bringing it has notified the other party of it in writing within twelve months after that party became aware, or ought reasonably to have become aware, of the facts giving rise to it and, in any event, within three years after the event giving rise to it. For a claim under section 11.3, the twelve-month period runs from the date on which the indemnified party receives notice of the third-party claim. This limitation does not apply to your payment obligations or to any liability that cannot be limited by law.

14.11 Assignment. These Terms will not be assigned, delegated, or transferred by you, in whole or in part, whether voluntarily, involuntarily, by merger, consolidation, dissolution, sale of assets, or otherwise, without our prior written consent. Any such purported assignment, delegation or transfer without such written consent will be void. We may assign, transfer, or delegate these Terms and your subscription, in whole or in part, without your prior consent: (a) to any Ably affiliate; (b) in connection with a merger, acquisition, corporate reorganisation, or sale of assets or equity; or (c) in connection with any transaction described in clause (b), to a designated service provider engaged by us, our assignee, or our successor to continue operation of the Ably Solution. You agree that any such assignment, transfer or delegation includes the transfer of all rights, obligations, and associated data (including Content, account information, and operational data) to the extent necessary to ensure continuity of service. The assignee, transferee, or delegate shall be bound by these Terms with respect to such data and the provision of the Ably Solution. These Terms will be binding on, and inure to the benefit of, the parties and their respective and permitted successors and assigns.

14.12 Injunctive Relief. You acknowledge and agree that breach of these Terms, or any unauthorised use, disclosure or distribution of the Ably Solution, may cause irreparable harm to us, the extent of which would be difficult to ascertain, and that we will be entitled to seek immediate injunctive relief (in addition to any other available remedies), in any court of competent jurisdiction under the applicable laws thereto.

14.13 Force Majeure. Except for payment obligations under these Terms, neither party will be responsible or liable to the other party, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term or obligation of these Terms, if and for as long as such failure or delay arises from any cause beyond the reasonable control of that party.

14.14 Important Final Terms. The Terms constitute the entire agreement between you and us and govern your use of the Ably Solution and Services, superseding any prior agreements, understandings, communications or proposals. The terms of any click-wrap, on-line or similar agreement, and the terms of any purchase order, presented by you will be of no force or effect unless separately agreed to in an independent writing signed by an officer of Ably, who is the only person with authority to agree to such terms, order or agreement. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. No waiver of any provision of these Terms will be deemed a further waiver or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision. In the event of any conflict or inconsistency between these Terms and any Ably website page (including any page describing or summarising your or our rights, obligations, and/or these Terms), these Terms will control. Nothing herein will be deemed to create an agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship of any kind between us and any user or other person or entity, nor do these Terms extend rights to any third party. The parties hereto confirm that they have requested that these Terms and all attachments and related documents, if any, be drafted in English. 

14.15 Order of Precedence. In the event of any conflict, the following order of precedence applies: (a) the DPA, as provided in its section 26; (b) the EU Data Act Addendum, as provided in section 3.9; (c) an Order, but only to the extent it expressly identifies the section of these Terms it varies; (d) the body of these Terms; and (e) the Support and Service Level Policy Addendum.