SaaSWorks Customer Terms of Service
Last Modified: March 1, 2021
PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.
Our Customer Terms of Service (the “Agreement”) is a contract between Customer and SaaSWorks describing the Services we will provide to you, how we will work together, and other aspects of our business relationship. This Agreement was last updated on March 1, 2021. It is effective between Customer and SaaSWorks as of the date of Customer’s accepting this Agreement.
BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (3) USING FREE SERVICES, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. “CUSTOMER” OR “YOU” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
We periodically update these terms. If you have an active SaaSWorks subscription, we will let you know when we do via an email or in-app notification, in our sole discretion.
"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential. Our Confidential Information shall include all information concerning: (a) Disclosing Party's customers and potential customers, past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, Customer Data shall be Confidential Information under this Agreement regardless of whether or not it is designated as confidential.
"Customer Data" means all information that you submit or collect via the Services. Customer Data does not include SaaSWorks Content.
"Customer Materials" means all materials that you provide or post, upload, input or submit for public display through the Services.
“Data Protection Law” means any law regulating or governing the privacy or security of Personal Data including, without limitation, the General Data Protection Regulation (“GDPR”) and California Consumer Privacy Act (“CCPA”).
“DPA” means the SaaSWorks Data Processing Agreement https://www.saasworks.com/legal-stuff/DPA.
"SaaSWorks Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Services.
“Malicious Code” means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses.
"Order" or "Order Form" means the SaaSWorks-approved form or online subscription process by which you agree to subscribe to and/or purchase Services. Most Orders are completed through our online payment process or via in-app purchase.
“Personal Data” shall have the meaning assigned in the DPA, to the extent that such information is contained within Customer Data.
"Sensitive Information" means (a) credit or debit card numbers; personal financial account numbers or wire instructions; Social Security numbers or local equivalents; passport numbers; biometric information; driver’s license numbers or similar identifiers; passwords or log-in credentials; racial or ethnic origin; physical or mental health condition or information; or other employment or health information, including any information subject to the Health Insurance Portability and Accountability Act, the Payment Card Industry Data Security Standards, and other regulations, laws or industry standards designed to protect similar information; and (b) any information defined under the GDPR as sensitive personal data (including special categories of personal data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation).
"Services" means all of the professional services provided to you by us, which may include training services, installation, integration or other consulting services and our web-based Revenue Operations applications, tools and platforms that you have subscribed to by an Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via https://app.saasworks.com or another designated URL, and any ancillary products and services, including website hosting, that we provide to you.
"Third-Party Products" means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Services. These products and services include non-SaaSWorks apps available from, for example, the following: our integrations products page, partner directory, template marketplace, links made available through the Services and non- SaaSWorks services listed on https://www.saasworks.com/integration.
"Users" means your employees, representatives, consultants, contractors or agents who are authorized to use the Services for your benefit and have unique user identifications and passwords for the Services.
"SaaSWorks", "we", "us" or “our” means SaaSWorks Inc.
“Term” means the initial term of your subscription to the applicable Services, as specified on your Order Form(s), and each subsequent renewal term (if any).
"You", "your" or “Customer” means the person or entity using and/or receiving the Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer.
2. USE OF SERVICES
2.1 Access. During the Term, we will provide you access to use the Services as described in this Agreement and the applicable Order. We might provide some or all elements of the Services through third-party service providers. Your Affiliates may access and use and/or receive the Services purchased under this Order; provided that, all such access, use and receipt by your Affiliates is subject to and in compliance with the Agreement and you shall at all times remain liable for your Affiliates' compliance with the Agreement.
2.2 Additional Features. You may subscribe to additional features of the Services by placing an additional Order or activating the additional features from within your SaaSWorks account (if this option is made available by us.). This Agreement will apply to all additional Order(s) and all additional features that you activate from within your SaaSWorks account.
2.3 Service Uptime Commitment. SaaSWorks will use commercially reasonable efforts to make the Services provided to You generally available 99% of the time, measured on a monthly basis, excluding downtime for planned maintenance and emergency maintenance.
2.4 Limits. The limits that apply to you will be specified in your Order Form and this Agreement.
You must be 18 years of age, or the age of majority in your jurisdiction, or older to use the Services.
2.5 Downgrades. Depending on your SaaSWorks product, you may be entitled to downgrade your subscription.
2.6 Modifications. We modify the Services from time to time, including by adding or deleting features and functions, in an effort to improve your experience.
2.7 Customer Support. SaaSWorks may in its discretion provide support for use of the Services to you as we may mutually agree with You in writing. SaaSWorks is not obligated to provide support services.
2.8 Prohibited and Unauthorized Use. You will not (i) use or launch any automated system, including, "robots," "spiders," or "offline readers," that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser; (ii) use the Services in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party's use of the Services; (iii) attempt to gain unauthorized access to the Services; (iv) access the Services other than through our interface; or (v) use the Services for any purpose or in any manner that is unlawful or prohibited by this Agreement. You further agree that you will not submit any content that is unlawful, harmful, tortious, defamatory, libelous, obscene, invasive of the privacy of another person, threatening, harassing, abusive, hateful, racist, infringing, pornographic, violent or otherwise objectionable or inappropriate as determined by SaaSWorks in its sole and absolute discretion.
You may not use the Services if you are legally prohibited from receiving or using the Services under the laws of the country in which you are resident or from which you access or use the Services.
The Services are not designed to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA) or the Federal Information Security Management Act (FISMA), so you may not use the Services where your communications would be subject to such laws. You may not use the Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA). Nothing contained herein shall limit the usage restrictions specific to Sensitive Information under the Agreement.
You are solely responsible for the activity that occurs on your account. You agree to keep all Users’ account, username, and password secure, and you agree that Users shall not be permitted to share account credentials. You further agree not to email, post, or otherwise disseminate any username, password, or other information which provides you with access to your account. You will notify us right away of any unauthorized use of your Users’ identifications and passwords or your account by following the instructions at email@example.com. We are not responsible for your failure to comply with this clause, or for any delay in restricting access to your account after you have provide us with notice of any breach.
2.9 No Sensitive Information. YOU ACKNOWLEDGE THAT THE SERVICES HAVE NOT BEEN DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION AND ACCORDINGLY YOU AGREE NOT TO USE THE SERVICES TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE AND WE SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SERVICES TO COLLECT, PROCESS OR MANAGE SENSITIVE INFORMATION.
2.10 Free Trial. If Customer registers on SaaSWorks’ or an Affiliate’s website for a free trial, SaaSWorks will make the applicable Service(s) available to Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period for which Customer registered to use the applicable Service(s) or (b) the start date of any Service subscriptions ordered by Customer for such Service(s), or (c) termination by SaaSWorks in its sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
ANY DATA CUSTOMER ENTERS INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR CUSTOMER, DURING CUSTOMER’S FREE TRIAL WILL BE PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASES APPLICABLE UPGRADED SERVICES, OR EXPORTS SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. CUSTOMER CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL (E.G., FROM ENTERPRISE EDITION TO PROFESSIONAL EDITION); THEREFORE, IF CUSTOMER PURCHASES A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, CUSTOMER MUST EXPORT CUSTOMER DATA BEFORE THE END OF THE TRIAL PERIOD OR CUSTOMER DATA WILL BE PERMANENTLY LOST.
NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES, AND DISCLAIMERS” SECTION AND “INDEMNIFICATION” SECTION, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND SAASWORKS SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES FOR THE FREE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS UNENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE SAASWORKS’ LIABILITY WITH RESPECT TO THE SERVICES PROVIDED DURING THE FREE TRIAL SHALL NOT EXCEED $1,000.00 USD. WITHOUT LIMITING THE FOREGOING, SAASWORKS AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL BE UNINTRRUPTED, TIMELY, SECURE, OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED DURING THE FREE TRIAL PERIOD WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO SAASWORKS AND ITS AFFILAITES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD, ANY BREACH BY CUSTOMER OF THIS AGREEMENT, AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.
CUSTOMER SHALL REVIEW THE APPLICABLE SERVICE’S DOCUMENTATION DURING THE TRIAL PERIOD TO BECOME FAMILIAR WITH THE FEATURES AND FUNCTIONS OF THE SERVICES BEFORE MAKING A PURCHASE.
3.1 Fees. Customer will pay all fees specified in an Order. Except as otherwise specified herein or in an Order, (i) fees are based on Services and Content subscriptions purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
3.2 Invoicing and Payment. Customer will provide SaaSWorks with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to SaaSWorks. If Customer provides credit card information to SaaSWorks, Customer authorizes SaaSWorks to charge such credit card for all Services listed in the Order Form for the initial term and any renewal term(s) as set forth in the “Term and Termination” section below or the Order. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order. If the Order specifies that payment will be by a method other than a credit card, SaaSWorks will invoice Customer in advance and otherwise in accordance with the relevant Order. Unless otherwise stated in the Order, invoiced fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to SaaSWorks and notifying SaaSWorks of any changes to such information.
3.3 Payment Information. You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made on your Billing Page within your SaaSWorks account. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Term. If you are a SaaSWorks Solutions Partner that purchases on behalf of a client, you agree to be responsible for the Order Form and to guarantee payment of all fees.
3.4 Suspension of Service and Acceleration. If any charge owed by Customer under this or any other agreement for Services is 30 days or more overdue (or 10 or more days overdue in the case of amounts Customer has authorized SaaSWorks to charge to Customer’s credit card), SaaSWorks may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, SaaSWorks will give Customer at least 10 days’ prior notice that its account is overdue, in accordance with the “Notices” section below for billing notices, before suspending services to Customer.
3.5 Overdue Charges. If any invoiced amount is not received by SaaSWorks by the due date, then without limiting SaaSWorks’ rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) SaaSWorks may condition future subscription renewals and Orders on payment terms shorter than those specified in the Sections above.
3.6 Payment Disputes. SaaSWorks will not exercise its rights under the Overdue Charges or Suspension of Service and Acceleration section if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
3.7 Tax. All fees are exclusive of taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You agree to pay any Taxes associated with your purchases hereunder. If SaaSWorks has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, SaaSWorks will invoice Customer and Customer will pay that amount unless Customer provides SaaSWorks with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, SaaSWorks is solely responsible for taxes assessable against it based on its income, property, and employees.
4. TERM AND TERMINATION
4.1 Term of Agreement. This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.
4.2 Notice of Non-Renewal. Unless otherwise specified in your Order, to prevent renewal of your subscription, you or we must give written notice of non-renewal. The deadline for sending this notice varies depending on the SaaSWorks product and edition you have subscribed to.
If you decide not to renew, you may send this non-renewal notice to us by indicating that you do not want to renew by turning auto-renew off by accessing the billing details information in your SaaSWorks account, or by emailing firstname.lastname@example.org, including “Notice of Non-Renewal” in the subject line of the email and stating in the body of the email that you do not wish to renew. We may elect not to renewal by providing notice of non-renewal to you in accordance with the “Notices” section below.
4.3 Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.
We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
This Agreement may not otherwise be terminated prior to the end of the Term.
4.41 Suspension for Prohibited Acts
We may suspend any User’s access to any or all Services without notice for use of the Services in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement.
We may, without notice, review and delete any Customer Data or Customer Materials that we determine in good faith violate this Agreement, provided that, we have no duty (unless applicable laws or regulations provide otherwise) to prescreen, control, monitor or edit your Customer Data or Customer Materials.
4.4.2 Suspension for Non-Payment
We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Services ten (10) days after such notice. We will not suspend the Services while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Service.
4.4.3 Suspension for Present Harm
If your use of the Service:
- is being subjected to denial of service attacks or other disruptive activity,
- is being used to engage in denial of service attacks or other disruptive activity,
- is creating a security vulnerability for the Service or others,
- is consuming excessive bandwidth, or
- is causing harm to us or others,
then we may, with electronic or telephonic notice to you, suspend all or any access to the Service.
We will try to limit the suspension to the affected portion of the Service and promptly resolve the issues causing the suspension of the Service. Nothing in this clause limits our right to terminate for cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
4.4 Effect of Termination or Expiration.
Upon termination or expiration of this Agreement, you will stop all use of the Services and SaaSWorks Content. If you terminate this Agreement for cause, we will refund any prepaid but unused fees covering the remainder of the term of all Order Forms after the effective date of termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the remainder of the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve Customer of its obligations to pay any fees payable to SaaSWorks for the period prior to the effective date of termination. Fees are otherwise non-refundable.
5. CUSTOMER DATA
5.1 Customer’s Proprietary Rights. You own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data. You grant permission to us and our licensors to use the Customer Materials and Customer Data only as necessary to provide the Services to you and as otherwise permitted by this Agreement. If you are using and/or receiving Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so. We may monitor use of the Services by all of our customers and use the information gathered in an aggregate and anonymized manner. We may use Customer Data in an anonymized or aggregated manner for machine learning and other analytical purposes.
5.2 Limits on SaaSWorks. We will not use, or allow anyone else to use, Customer Data to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only in order to provide the Services to you and only as permitted by applicable law and this Agreement.
5.3 Protection of Customer Data. The terms of the DPA, as may be updated from time to time, are hereby incorporated by reference and shall apply to the extent any Customer Data includes Personal Data.
5.4 Customer Data Transfers. We may transfer Customer Data (including Personal Data) to the United States in connection with the Services. To the extent we process Personal Data from the European Economic Area, the United Kingdom and/or Switzerland or Personal Data that is subject to the protection of European data protection laws, including the GDPR, the parties shall enter into Standard Contractual Clauses, or another acceptable cross-border transfer mechanism as agreed between the Parties. It is the responsibility of Customer to notify SaaSWorks where Customer Data includes Personal Data relating to individuals residing in the European Economic Area, the United Kingdom, and/Switzerland.
5.5 Retention, Deletion and Retrieval of Customer Personal Data. For information on our procedures regarding the retention and deletion of Customer Personal Data, please see ‘Information Management’ section of our DPA.
6. INTELLECTUAL PROPERTY
6.1 Reservation of Rights. This is an Agreement for access to and use of the Services, and you are not granted a license to any software by this Agreement. Subject to the limited rights expressly granted hereunder, SaaSWorks, its Affiliates, its licensors, and Content Providers reserve all of their right, title, and interest in and to the Services and Content, including all of their related intellectual property rights. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the SaaSWorks Content or the Services, in whole or in part, by any means, except as expressly authorized in writing by us. Our trademarks include, but aren’t limited to, SAASWORKS and any additional trademarks listed at https://www.saasworks.com/lega-stuff/trademarks (which we may update at any time without notice to you) and you may not use any of these without our prior written permission. No rights are granted to Customer hereunder other than as expressly set forth herein.
6.2 Access to and Use of Content. Customer has the right to access and use applicable Content subject to the terms of applicable Order Forms, this Agreement, and the Documentation.
6.3 Feedback. We encourage all customers to comment on the Services, provide suggestions for improving it, and vote on suggestions they like. You hereby grant to SaaSWorks and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Customer or Users to the operation of SaaSWorks’ or its Affiliates’ services.
7.1 To the extent Customer and SaaSWorks have executed the Mutual Master Non-Disclosure Agreement, the terms and conditions contained in that agreement are incorporated herein by reference. To the extent Customer and SaaSWorks have not executed the Mutual Master Non-Disclosure Agreement, the following terms and conditions set forth in this Section 7 shall apply.
7.2 The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party (except those third party service providers used by us to provide some or all elements of the Services and except for your SaaSWorks Solutions Partner bound by confidentiality obligations), and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
7.3 The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) Receiving Party will provide Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, Receiving Party shall disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event shall Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.
You grant us the right to add your name and company logo to our customer list and website. To object to this use, please indicate so by emailing email@example.com, including “Notice of Withdrawal of Permission to Use Name” in the subject line of the email and stating in the body of the email that you do not wish to grant us the right to add you name and company logo to our customer list and website.
You will indemnify, defend and hold us and our Affiliates harmless, at your expense, against any third-party claim, suit, demand, action, or proceeding (each, an "Action") made or brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) to the extent that such Action is based upon or arises out of
(a) unauthorized or illegal use of the Services by you or your Affiliates,
(b) your or your Affiliates' noncompliance with or breach of this Agreement,
(c) your or your Affiliates' use of Third-Party Products, or
(d) the unauthorized use of the Services by any other person using your User information.
We will: use commercially reasonable efforts to promptly notify you in writing after our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
SaaSWorks will defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that any Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees, and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by SaaSWorks in writing of, a Claim Against Customer, provided Customer (a) promptly gives SaaSWorks written notice of the Claim Against Customer, (b) gives SaaSWorks sole control of the defense and settlement of the Claim Against Customer (except that SaaSWorks may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives SaaSWorks all reasonable assistance, at SaaSWork’s expense. If SaaSWorks receives information about an infringement or misappropriation claim related to a Service, SaaSWorks may in its discretion and at no cost to Customer (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching SaaSWorks’ warranties set forth herein, (ii) obtain a license for Customer’s continued use of that Service in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for that Service upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that the Services are the basis of the Claim Against Customer; (2) a Claim Against Customer arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by SaaSWorks, if the Services or use thereof would not infringe without such combination; (3) a Claim Against Customer arises from Services under an Order for which there is no charge; or (4) a Charge Against Customer arises from any Content, a Third Party Application, Customer’s breach of this Agreement, the Documentation, or applicable Order Forms.
This “Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third party claim described in this section.
10. DISCLAIMERS; LIMITATION OF LIABILITY
10.1 Disclaimer of Warranties. EXCEPT AS PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLIACBLE LAW. THE SAASWORKS CONTENT AND SERVICES ARE PROVIDED “AS-IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
10.2 No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, COVER, BUSINESS INTERUPRTION, OR LOSS OF PROFITS, REVENUE, GOODWILL, DATA OR BUSINESS OPPORTUNITIES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.
10.3 Limitation of Liability. EXCEPT FOR YOUR PAYMENT OBLIGATIONS SET FORTH HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.
10.4 Third Party Products. WE AND OUR AFFILIATES DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.
10.5 Agreement to Liability Limit. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SERVICES TO YOU.
11.1 Governing Law and Venue. This Agreement will be governed by and construed in accordance with the internal laws of Massachusetts without regard to conflicts of laws principles. Jurisdiction and venue of any dispute under this Agreement shall reside exclusively in Boston, Massachusetts, except that any action to enforce a judgment may be brought in any court of competent jurisdiction. Notwithstanding the foregoing, residents of the State of Louisiana shall be entitled to bring an action against us in their home forum and pursuant to Louisiana law.
11.2 Amendment; No Waiver. We may update and change any part or all of this Agreement, including the fees and charges associated with the use of the Services (but, your fees and charges won’t change during the Term except as we explain in the ‘Fees’ section above.) If we update or change this Agreement, the updated Agreement will be posted at https://www.saasworks.com/tos and we will let you know via email or in-app notification, in our sole discretion or other commercially reasonable means at least 30 days prior to the effective date of the update or change. You agree that your continued use of the Services shall constitute your acknowledgement and acceptance of any and all such changes, and that shall constitute adequate consideration to support such change(s), which shall automatically be incorporated into this Agreement as of the effective date stated in the notice.
Unless you expressly agree to such update or change, the update or change will only apply prospectively to disputes that arise after the effective date of such update or change.
Prior to the effective date of any proposed update or change, you may opt out of the proposed update or change by sending a timely written notice of your decision to opt out to the following address: SaaSWorks, Inc., 5R Washington Street, Norwell, MA 02061 or by email to firstname.lastname@example.org. We reserve the right in our discretion to terminate this Agreement and your access to the Service if you do not consent to any proposed update or change.
When we change this Agreement, the "Last Modified" date above will be updated to reflect the date of the most recent version. If you would like to receive an email notification when we update this Agreement, please send an email to email@example.com, including “Notice of Updates Requested” in the subject line of the email and stating in the body of the email that you wish to receive updates to this the SaaSWorks Customer Terms of Service.
If you do not agree with a modification to this Agreement, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, your subscription will continue to be governed by the terms and conditions of this Agreement prior to modification for the remainder of your current term. Upon renewal, this Agreement published by us on our website will apply.
No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
11.3 Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
11.4 Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
11.5 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
11.6 Compliance with Laws. We will comply with all U.S. state and federal laws (where applicable) in our provision of the Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.
You will comply with all laws in your use of the Services, including any applicable export laws.
You must comply with all applicable laws related to the recording of phone calls and ensure all proper consent to record is obtained prior to making any such recording. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury in your use and receipt of the Services.
The Services, Content, other SaaSWorks technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. SaaSWorks and Customer each represent that it is not named on any U.S. government denied-party list. Customer will not permit any User to access or use any Service or Content in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Sudan, Syria, or Crimea) or in violation of any U.S. export law or regulation.
11.7 Severability. If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
To SaaSWorks: Notice will be sent to SaaSWorks, Inc., 55R Washington Street, Norwell, MA 02061, and will be deemed delivered as of the date of actual receipt.
To you: your address as provided in our SaaSWorks Subscription account information for you. We may give electronic notices by general notice via the Services and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications center of the Services. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.
11.9 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
11.11 Assignment. You will not assign or transfer this Agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, provided such successor is not a competitor of ours. We may assign this Agreement to any SaaSWorks affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
11.12 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
11.13 Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.
11.14 Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. Customer further warrants and represents that it has the authority to procure its Affiliates compliance with the terms of this Agreement.
11.15 Survival. The following sections shall survive the expiration or termination of this Agreement: 'Definitions’, ‘No Sensitive Information’, 'Prohibited and Unauthorized Use', ‘Fees’, ‘Term and Termination, including ‘Suspension for Prohibited Acts’, ‘Suspension for Non-Payment’, and ‘Suspension for Present Harm’, ‘Intellectual Property’, ‘Customer’s Proprietary Rights’, 'Confidentiality’, ‘Publicity’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’, ‘Miscellaneous’ and ‘Governing Law and Venue’.