SaaS Services Terms and Conditions

1. SaaS Services and Support

1.1 Subject to these Terms, Company will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative username and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate. “Authorized Users” means Customer’s employees, contractors, and other individuals authorized by Customer to access and use the Services under Customer’s account, subject to these Terms, and Customer is responsible for Authorized Users’ compliance with these Terms.

1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practice.

1.3 Company may offer certain Services at no charge, including free trials, free tiers, preview features, or beta offerings (“Free Services”). Free Services may be modified, suspended, or discontinued at any time, and Company may impose additional eligibility requirements, usage limits, or restrictions. WITHOUT LIMITING SECTION 6, FREE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES, SUPPORT COMMITMENTS, OR SERVICE LEVELS. Customer acknowledges that Free Services are not intended for processing PHI or other regulated sensitive data unless Customer has entered into a BAA with Company.

2. Restrictions and Responsibilities

2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by these Terms and will be prohibited except to the extent expressly permitted by these Terms.

2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect as posted in the Services or on Company’s website (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim, action, investigation, demand, or proceeding that arises from (a) Customer’s or any Authorized User’s access or use of the Services, (b) Customer Data or Customer’s agent logic or instructions, or (c) Customer’s access to, use of, or automation of any Target System, including any claim brought by a Target System owner, operator, or provider alleging unauthorized access, violation of third-party terms, or other improper use. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

2.5 Customer may choose to configure the Services to interact with third-party systems, applications, websites, user interfaces, or environments that are not owned or controlled by Company (each, a “Target System”). Customer represents, covenants, and warrants that Customer (and its Authorized Users) have and will maintain all rights, permissions, consents, and authorizations necessary to access, use, and permit the Services to access and automate interactions with each Target System and any data made available through a Target System, including under applicable law, Customer’s agreements, and the Target System’s applicable terms, policies, and technical requirements.

2.6 Customer acknowledges that Company acts solely as a technical service provider and intermediary executing Customer’s instructions and configurations. Company does not verify, control, or assume responsibility for Customer’s authorization to access any Target System and will have no liability arising out of or relating to (a) Customer’s or any Authorized User’s lack of authorization to access or automate a Target System, or (b) Customer’s violation of any third-party terms, policies, or agreements governing a Target System.

2.7 Customer may provide prompts, scripts, workflows, configurations, automation instructions, rules, content, or other inputs used to operate the Services or automate actions (collectively, “Customer Logic”). Customer is solely responsible for Customer Logic, including testing, validation, supervision, and implementing appropriate safeguards (including human review and approval steps where appropriate). Company does not guarantee that automated actions or outputs will be correct, complete, or suitable for Customer’s purposes, and Company will not be liable for any claims, damages, or losses arising from or relating to (a) Customer Logic, (b) actions taken at Customer’s direction or based on Customer Logic, or (c) Customer’s selection of Target Systems, credentials, permissions, or operational parameters. Customer acknowledges that automated systems may produce unintended or erroneous results and that Customer is solely responsible for reviewing and validating actions taken through the Services.

3. Confidentiality; Proprietary Rights

3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2 Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection the Services or support, and (c) all intellectual property rights related to any of the foregoing.

3.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein. Without limiting the foregoing, Company may use telemetry, logs, and usage analytics from Free Services to operate, secure, and improve the Services, provided that Company will not disclose Customer Data except as permitted under these Terms and Company’s Privacy Policy.

3.4 To the extent Customer is a “Covered Entity” or “Business Associate” (as such terms are defined under HIPAA) and Customer will provide, make available, or permit the Services to create, receive, maintain, or transmit “Protected Health Information” (“PHI”) on Customer’s behalf, Customer must enter into Company’s then-current Business Associate Agreement (“BAA”) as a condition to such use. If Customer has not entered into a BAA with Company, Customer will not upload, transmit, or otherwise provide PHI to the Services, including through any Target System.

4. Payment of Fees

4.1 Customer may place Orders through the Services by selecting a plan or subscription and providing required payment information. Customer may upgrade or downgrade plans as made available within the Services. Changes to an Order will take effect as described in the Services at the time of the change (for example, immediately with proration, or at the next renewal), and Customer authorizes Company to charge the applicable Fees for the updated Order.

4.2 Customer will pay Company the then-current fees for the Services as presented to Customer at the time Customer selects a plan, subscription, or other ordering option through the Services (the “Fees”). Each Order will specify, as applicable, plan tier, included usage, usage rates, billing frequency, and any applicable limits or entitlements, and is incorporated into these Terms by reference. If Customer’s use of the Services exceeds the included usage, limits, or other entitlements associated with Customer’s Order (or otherwise incurs usage-based charges), Customer will be billed for such additional usage and Customer agrees to pay the additional Fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the then-current Subscription Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.

4.3 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.

5. Term and Termination

5.1 These Terms begin on the Effective Date and continue until terminated in accordance with this Section 5 (the “Term”). If Customer purchases paid Services, the applicable subscription period will be as stated in the Order (monthly, annual, or otherwise) (each, a “Subscription Term”). Unless Customer cancels a paid subscription before the end of the then-current Subscription Term, the subscription will automatically renew for successive Subscription Terms of the same length at Company’s then-current rates (or as otherwise presented to Customer at renewal). Customer may cancel through the account settings or by contacting support at any time; cancellation will be effective at the end of the then-current Subscription Term unless Company states otherwise in the Services.

5.2 Company may suspend or terminate Customer’s access to the Services (including Free Services) immediately upon notice if (a) Customer is in breach of these Terms (including Sections 2.1–2.7), (b) Customer’s use poses a security risk to the Services, Company, or any third party, (c) Customer’s use could subject Company to liability, regulatory exposure, or third party claims, or (d) Customer fails to pay Fees when due. Either party may terminate these Terms upon thirty (30) days’ notice if the other party materially breaches these Terms and fails to cure such breach within such notice period (except that Company may terminate immediately for nonpayment or if the breach is not curable).

5.3 Upon termination, Customer will cease use of the Services. Customer will pay in full for the Services through the end of the applicable Subscription Term and for any accrued usage-based Fees incurred through the termination effective date. Sections that by their nature should survive will survive termination, including accrued payment obligations, confidentiality obligations, warranty disclaimers, limitations of liability, and any licenses necessary to effectuate the foregoing.

6. Warranty and Disclaimer

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. The Services do not constitute legal, medical, financial, or other professional advice. Customer is solely responsible for determining whether use of the Services complies with applicable laws and industry requirements.

7. Indemnity

Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with these Terms. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.

8. Limitation of Liability

Notwithstanding anything to the contrary, except for bodily injury of a person, Company and its suppliers (including but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of these Terms and conditions related thereto under any contract, negligence, strict liability or other theory: (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any matter beyond Company’s reasonable control; or (d) for any amounts that, together with amounts associated with all other claims, exceed the fees paid by Customer to Company for the Services under these Terms in the 12 months prior to the act that gave rise to the liability, in each case, whether or not Company has been advised of the possibility of such damages.

9. Miscellaneous

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. These Terms are not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under these Terms without consent. These Terms constitute the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. Company may update these Terms from time to time. If Company makes a material change, Company will provide notice (for example, by posting an updated version in the Services, by displaying a notice at login, and/or by email). Unless otherwise stated, updated Terms are effective upon posting, and Customer’s continued use of the Services after the effective date constitutes acceptance. If Customer does not agree to the updated Terms, Customer must stop using the Services and (if applicable) cancel any paid subscription. No agency, partnership, joint venture, or employment is created as a result of these Terms, and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under these Terms will be in writing and may be provided by email, through the Services, including in-product notifications, or by other reasonable means. Notices to Customer will be sent to the email address associated with Customer’s account, or, if Customer is an entity, to Customer’s designated admin account. These Terms shall be governed by the laws of the State of California without regard to its conflict of laws provisions. Company may identify Customer as a customer on Company’s website or marketing materials only with Customer’s prior written consent. Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.