Terms of Service
1. Definitions
1.1 "Services" refers to the SaaS platform and any related professional services provided by the Service Provider.
1.2 "User" means employees, contractors, or agents authorized by the Client to use the Services.
1.3 "Confidential Information" includes but is not limited to business strategies, customer lists, trade secrets, and proprietary information disclosed by either party.
1.4 "Authorized Use" refers to use in compliance with this Agreement for Client’s internal business purposes.
2. Scope of Services
2.1 Service Provider will make the Services available to the Client pursuant to the terms of this Agreement and any applicable Order Forms.
2.2 Client agrees to use the Services in accordance with this Agreement, applicable laws, and any documentation provided by the Service Provider.
3. License and Use Rights
3.1 Grant of License. Service Provider grants Client a limited, non-exclusive, non-transferable license to access and use the Services during the Term.
3.2 Restrictions. Client shall not (a) reverse engineer, decompile, or disassemble the Services; (b) sublicense or resell the Services; or (c) use the Services to process data of third parties without prior consent.
3.3 Ownership. All intellectual property rights in the Services remain the exclusive property of the Service Provider.
4. Fees and Payment
4.1 Fees. Client agrees to pay all fees specified in applicable Order Forms.
4.2 Payment Terms. All payments are due within thirty (30) days of the invoice date unless otherwise stated.
4.3 Late Payments. Late payments may incur a 1.5% interest fee per month or the highest rate permitted by law, whichever is lower.
5. Confidentiality
5.1 Obligations. Each party agrees to protect the other party’s Confidential Information with the same degree of care it uses to protect its own.
5.2 Exclusions. Confidential Information does not include information that is publicly available, independently developed, or lawfully obtained from a third party.
5.3 Return of Materials. Upon termination, each party will return or destroy the other’s Confidential Information.
6. Data Privacy
6.1 Compliance. Service Provider will process Client’s data in accordance with applicable data protection laws.
6.2 Security Measures. Service Provider will implement industry-standard measures to protect Client data from unauthorized access or disclosure.
7. Limitation of Liability
7.1 Exclusion of Damages. Neither party shall be liable for indirect, incidental, consequential, or punitive damages, including lost profits, even if advised of the possibility of such damages.
7.2 Cap on Liability. Service Provider’s total liability for damages arising out of or related to this Agreement will not exceed the total fees paid by the Client in the twelve (12) months preceding the incident.
8. Warranties and Disclaimers
8.1 Mutual Representations. Each party represents and warrants that it has the legal authority to enter into this Agreement.
8.2 No Warranty. Service Provider disclaims all warranties, express or implied, including merchantability and fitness for a particular purpose. The Services are provided "as is."
9. Term and Termination
9.1 Term. This Agreement begins on the Effective Date and continues until terminated by either party.
9.2 Termination for Cause. Either party may terminate this Agreement if the other party materially breaches any provision and fails to cure such breach within thirty (30) days after receiving written notice.
9.3 Effect of Termination. Upon termination, Client will cease all use of the Services and delete all proprietary materials.
10. Dispute Resolution and Arbitration
10.1 Informal Resolution. The parties agree to attempt to resolve disputes informally before initiating arbitration.
10.2 Arbitration. Any dispute arising out of or relating to this Agreement will be resolved by binding arbitration in accordance with the rules of the American Arbitration Association (AAA). The arbitration will take place in California.
10.3 Governing Law. This Agreement will be governed by the laws of the State of Delaware, without regard to its conflict of law principles.
11. General Provisions
11.1 Assignment. Client may not assign this Agreement without Service Provider’s prior written consent.
11.2 Force Majeure. Neither party will be liable for delays or failure to perform due to causes beyond its reasonable control, such as natural disasters or governmental actions.
11.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.
11.4 Amendments. This Agreement may only be modified by a written amendment signed by both parties.
11.5 Notices. Notices under this Agreement must be in writing and sent to the addresses specified above.
12. Non-Disclosure Agreement (NDA)
12.1 Confidentiality Commitment. Both parties agree to keep all Confidential Information private and not disclose it to any third party without prior consent.
12.2 Survival. This obligation of confidentiality will survive the termination of this Agreement for five (5) years.
13. Logo Use and Marketing
13.1 License to Use Logo. Client grants Service Provider a limited, non-exclusive, royalty-free license to use Client’s logo and name solely for the purpose of identifying Client as a customer on Service Provider’s website, marketing materials, and presentations.
13.2 Approval Rights. Client has the right to review and approve any use of its logo or name, provided such approval is not unreasonably withheld or delayed.
13.3 Restrictions. Service Provider agrees not to use Client’s logo in any manner that could imply endorsement or partnership beyond the scope of this Agreement.
14. Auto-Renewal
14.1 Renewal Term. Unless otherwise stated in the Order Form, this Agreement will automatically renew for successive terms of [12 months] (each a “Renewal Term”) unless either party provides written notice of non-renewal at least [30 days] before the end of the then-current term.
14.2 Fee Adjustments. Service Provider may increase fees for any Renewal Term by providing at least [60 days] written notice to Client before the renewal date.
14.3 Termination of Renewal. Either party may terminate this Agreement effective at the end of the then-current term by providing timely notice as specified in Section 14.1.