These terms of service and the privacy policy (together, these "terms") form a contract between you and Saaslogic Inc. (referred to as "we," "us," or "our") and govern your right to access and use the Saaslogic platform and services. By accessing or using the platform or authorizing or permitting any user or end-customer to do so, you agree to be bound by these terms. If you are using the services on behalf of an organization, you are agreeing to these terms on behalf of that organization. In these terms, "you" or "your" refers to that organization. If you do not have such authority, or if you do not agree with these terms, you must not accept them and should not access or use the platform. In these terms, you and we are individually referred to as a "party" and collectively as "parties." You must be at least eighteen (18) years old to access the platform and register for and use the services.
When used in these Terms with the initial letters capitalized, in addition to the terms defined elsewhere in these Terms, the following terms have the following meanings:
Account: Refers to any accounts or instances created by or on behalf of You for accessing and using the Saaslogic platform and services. You may have multiple Subscriptions, which may be subject to different Plans. Account includes both trial and live accounts.
Affiliate: Means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where "control" refers to ownership of more than 50% of the voting rights or the power to direct management.
Applicable Data Protection Law: Refers to all applicable laws and regulations concerning the processing of Personal Data, including but not limited to the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and other relevant laws.
Confidential Information: Refers to all non-public information disclosed by one Party to the other in any form, marked or identified as confidential, or which by its nature or circumstances of disclosure would reasonably be understood as confidential.
Documentation: Refers to any written, electronic, or visual documentation made available by Saaslogic to describe the platform's features, functionality, and usage.
End-Customer: Refers to Your customers or entities who interact with the platform through You.
Group Companies: Refers to Saaslogic Inc. and its Affiliates.
Personal Data: Refers to any information relating to an identified or identifiable natural person, as defined under Applicable Data Protection Law, submitted through the platform.
Pricing Agreement: Refers to any pricing agreement or order form that references these Terms, specifying Subscription Fees, Plan details, and other relevant information.
Privacy Policy: Refers to Saaslogic's Privacy Policy, incorporated into these Terms, governing the collection, use, and processing of data.
Plan: Refers to the specific pricing plan selected by You for the Subscription, detailing available features and functionalities.
Remaining Subscription Fees: Refers to the total Subscription Fees payable for the remaining period of the Subscription Term upon termination.
Services: Refers to the Saaslogic platform and any related products, services, software, APIs, and Documentation provided under these Terms.
Service Data: Refers to any electronic data, information, or content submitted through the platform by You, Your End-Customers, or Users.
Subscription: Refers to Your agreement to access and use the Services under a chosen Plan, subject to these Terms.
Subscription Fees: Refers to the fees payable by You for using the Services, as specified in the Pricing Agreement.
User: Refers to any individual or entity authorized by You to access and use the platform under Your Account.
Websites: Refers to Saaslogic’s official websites used to provide information or access to the platform.
a. We grant you a limited, non-exclusive, non-transferable, and revocable right to access and use the platform during the term, strictly for your internal business purposes. This includes promoting, demonstrating, and marketing your services, providing access to your staff and customers, and using our provided documentation.
b. Any services or materials provided to you are licensed for internal use only. Ownership of all such materials, including updates and modifications, remains with us.
c. You are responsible for maintaining the confidentiality of your login credentials and ensuring secure access. Any unauthorized use must be reported to us immediately. We are not liable for losses resulting from your failure to keep credentials secure.
You shall not:
(a) use the platform to create any service, software, documentation, or other materials that perform the same functions as the platform,
(b) reverse-engineer, decompile, disassemble, or otherwise attempt to discover the platform's source code, algorithms, or trade secrets,
(c) impose or allow any third party to impose any lien, security, or encumbrance on the platform,
(d) modify, adapt, combine, or create derivative works of the platform,
(e) disable, circumvent, or undermine any security mechanisms implemented in the platform,
(f) use the platform for any unlawful, fraudulent, deceptive, malicious, or harmful purposes,
(g) remove, obscure, deface, or alter any pr oprietary notices on the platform or its documentation, or
(h) use the platform in any way that could damage, disable, overburden, or impair the platform or interfere with other users' authorized access.
You shall not use any software, hardware, or other tools to scan or monitor the platform, our servers, or network infrastructure for purposes such as uptime measurement, load testing, stress testing, or performance benchmarking. You agree to comply with all applicable laws when using the platform.
(i) immediately upon determining any actual or suspected breach of this agreement or violation of applicable laws,
(ii) immediately if directed by payment gateway providers or third-party integrations, or
(iii) upon written notice if we determine that continued access would violate laws or expose either party to third-party liability.
Such suspension, limitation, or termination shall be in addition to and without prejudice to any legal or equitable remedies available to us in the event of your breach.
a. Customer Access and Terms of Service:
You are allowed to provide access to the platform to your customers only through an end-user agreement that includes a link to our Privacy Policy. This agreement should clearly outline the rights and responsibilities of your customers, including the purpose of using the platform to manage subscriptions and pay invoices. You are responsible for ensuring that your Terms of Service comply with these requirements, except where non-compli ance is due to our actions.
b. Minimum Terms in Customer Agreement:
Your Terms of Service must include, at a minimum, the following provisions:
You agree to provide us with your current Terms of Service upon request to demonstrate your compliance. We may update these requirements with 30 days' notice, or sooner if required by law.
c. Onboarding and Access Control:
You are responsible for selecting how customers sign up and integrate with the platform. This includes ensuring they comply with our Privacy Policy. If you communicate with us on behalf of your customers, you must have proper authorization to share their information with us and act on their behalf.
d. Integration and Transaction Approval:
Before onboarding customers or processing transactions, you must get written approval from us confirming that all necessary integrations are working as expected. You are responsible for the costs and activities related to customer access to the platform. Any fees owed to you are your responsibility. If applicable, you appoint us as your limited payment collection agent for accepting payments on your behalf, but we are not liable for non-payment by customers.
e. Customer Fees and Payment Collection:
You are responsible for setting and disclosing fees charged to customers for using the platform. All payments will be held by your chosen payment gateway, and we are not responsible for the distribution of funds to your account.
f. Compliance and PCI DSS Monitoring:
We may perform periodic scans to ensure compliance with PCI DSS standards. If any issues are found, we will notify you, and you are required to take action to address the non-compliance and inform us once the issue is resolved.
a. Subscription Fees, Payment, Taxes, and Refunds
You’ll be charged for the Services based on the Plan you select. The Subscription Fees are payable in full on the due date for each Subscription, unless otherwise specified. These fees are non-refundable and do not include any taxes, duties, or fees imposed by any government authority (“Taxes”), which you are responsible for.
We will bill and charge you for the Subscription Fee automatically, including for any Renewal Subscription Term. If there are any changes to your payment account information, please update your details in your account.
b. Delayed Payments / Non-Payment of Subscription Fees
If we don’t receive payment by the due date, you’ll be notified. You must pay the outstanding fees within 30 days of our notice. If payment isn’t received within that time, we may:
1.Charge interest on the overdue amount at 1.5% per month or the maximum allowed by law.
2.Suspend your access to the Services until we receive payment.
3.Terminate your Subscription as per these Terms.
If you dispute any charges in good faith, pay the undisputed portion and notify us in writing within 30 days of the due date, providing clear details of the dispute. Any amounts not disputed within the 30-day period will be considered final.
c. Upgrades
You may upgrade your Plan during the Subscription Term, but downgrades are not allowed. When you upgrade, the new Subscription Fees will apply immediately. For the current month, these fees will be charged on a prorated basis. In subsequent months, you’ll be charged the full Subscription Fees for the new Plan. Any credits from the previous Plan will be adjusted accordingly.
If a customer’s Eligible Transactions are subject to any chargebacks, refunds, adjustments, ACH returns, or other disputes (“Disputes”), you are responsible for working with the customer to resolve any such Disputes in accordance with the Payment Network Rules through the mechanism provided by payment gateways. You acknowledge that we are not responsible for communicating such disputes to you. You can use the reports and invoices provided by us as evidence in resolving such disputes.
a. Mutual Warranties: Each Party represents and warrants that:
b. Your Warranties: You represent and warrant that:
c. Our Warranties: We represent and warrant that the services will meet the standards outlined in our documentation and any applicable agreements. If any services don't meet these standards, you must notify us in writing within seven days of discovering the issue. We will either repair, replace, or refund the applicable fees. This is our only liability and your only remedy for service nonconformities.
d. Disclaimers: Except as explicitly stated, we make no further warranties or guarantees regarding the services. To the fullest extent permitted by law, we disclaim all implied warranties, including fitness for a particular purpose and non-infringement. We do not guarantee that the services will meet your expectations or be error-free, accurate, or uninterrupted.
You are responsible for any claims between you and your customers unless caused by our breach of these warranties. We are not liable for your or your customers' use of the services, and you assume all risks, including those related to payment fraud or other unlawful activities.
You may not use any of Saaslogic’s trademarks, logos, or other brand identifiers ("Saaslogic Marks") in marketing materials, public statements, or any other distributed content without our prior written consent. Any goodwill arising from the use of our Marks will solely benefit us. You agree not to:
You grant us the right to use your name, logo, and brand in our customer lists and marketing materials. We will mutually agree on the content of any press release following execution of this agreement.
We reserve the right to modify, update, upgrade, remove, or add new features to the platform at our discretion during the Term. While we will make reasonable efforts to minimize disruption, we will notify you of any significant changes, removals, or deprecations of functionality to ensure you can continue using the Services with minimal interruption. Please note, we are not responsible for providing technical support to your customers or partners, unless explicitly agreed upon.
We retain all intellectual property rights related to our platform, services, documentation, and any associated materials (collectively, "Saaslogic IP"). This includes any updates, improvements, modifications, or derivative works based on our platform. You agree to assign any rights you may obtain in our intellectual property to us. You may not modify, translate, or create derivative works from our platform or documentation without our prior written approval.
If you provide us with feedback regarding our services or platform, we have the right to use that feedback for any purpose, including incorporating it into future product improvements. You grant us a perpetual, royalty-free license to use and distribute this feedback as we see fit, including making modifications or creating derivative works from it.
We may subcontract certain obligations to third-party contractors, but we remain fully responsible for the services provided. During the term of this agreement, you agree not to solicit or engage with any of our employees, subcontractors, or agents for employment or subcontracting opportunities, whether you initiate the discussion or not, without our prior written consent.
"Confidential Information" includes any sensitive, non-public, or proprietary information disclosed by one party to the other, including business strategies, pricing, technical data, and product designs. It does not include information that is publicly known or independently developed by you.
You agree to use Confidential Information only for purposes related to this agreement and to protect it with reasonable care, at least as securely as you protect your own confidential information. If you become aware of any breach of confidentiality, you must promptly notify us.
We may disclose certain basic information to third-party referral partners, such as monthly processing volumes, solely for the purpose of reporting and fee calculation, if you were referred by such a third party.
You acknowledge that we may collect certain statistics and analytics regarding the use of our platform, including but not limited to information about user preferences, network, software, and hardware specifications (“Analytics”). We retain the right to use this data to improve our services and platform, monitor performance, and for system optimization.
We will own all rights to Analytics, including any intellectual property rights associated with the data. However, any data shared with third parties will be anonymized, aggregated, and de-identified to ensure privacy.
As between the Parties, you retain ownership of all data generated and transmitted to or shared with us in connection with the Platform and the customer relationship, including but not limited to all data submitted, uploaded, or transmitted through the API, software, or the Platform (“Your Data”).
Subject to the terms of this arrangement, you grant us a non-exclusive, non-transferable, royalty-free license to use and share Your Data (i) as necessary to provide our services; (ii) to monitor and investigate (and/or assist government authorities with monitoring or investigating) fraud or other illegal, tortious, or harmful activity, and for legal and regulatory compliance purposes; and (iii) for our internal research and development to improve and update our services, and for providing analytics products and services to you, customers, or third parties.
The foregoing license may be sublicensed to our third-party subcontractors and vendors solely to support the purposes described above, provided we remain responsible for ensuring compliance by such subcontractors and vendors with this section. The license granted in item (i) will immediately terminate upon the termination or expiration of this arrangement, but the licenses granted in items (ii) and (iii) shall survive.
Notwithstanding the above, you understand that we may collect, receive, store, transmit, and/or process data and information that may be identical to or similar to Your Data under our Terms of Service, Privacy Policy, and other contractual relationships with customers. You acknowledge that such data, even if similar to Your Data, will remain solely and exclusively owned by us.
Each Party acknowledges and agrees that it will comply with applicable laws regarding data protection and privacy, and that each Party shall be individually and separately responsible for its own compliance. Each Party further agrees that it has all necessary rights and has fulfilled all legal obligations required to provide data to the other Party for processing in compliance with this.
Following the termination or expiration of a Subscription, We will retain the Account’s Service Data for a period of one hundred twenty (120) days from the date of termination or expiration (the “Data Retention Period”). During this period, You may request to export Service Data, subject to applicable fees communicated in advance.
After the Data Retention Period, We will no longer be obligated to maintain or provide access to Service Data. Unless required for legal compliance, or necessary to protect, defend, or establish Our rights, or defend against potential claims, We reserve the right to delete all remaining Service Data. However, We may retain certain Service Data if mandated by applicable laws or necessary for legal purposes.
It is Your responsibility to export any required Service Data before the end of the Subscription. If You require Our assistance with data export during the Data Retention Period, reasonable fees may apply.
You agree to indemnify, defend, and hold harmless us, our affiliates, and our respective employees, officers, agents, principals, successors, and assigns (collectively, "Indemnitees") from any and all losses, damages, claims, costs, expenses, and other liabilities (including reasonable attorney's fees) incurred in connection with any third-party claim, suit, or other proceeding ("Claim") made or brought against any of the Indemnitees arising out of or resulting from:
Upon our receipt of a claim, we will notify you in writing. Any failure to notify you will not relieve you of any of your indemnification obligations hereunder except to the extent you are materially prejudiced by such failure. We will reasonably cooperate with your defense and investigation of the claim, at your cost and expense. You must obtain our prior written approval before entering into any settlement of any claim that involves the admission of guilt, liability, or wrongdoing on our behalf. Notwithstanding the foregoing, we (or our Indemnitee, as applicable) may at any time assume control of the defense of any claim at our own cost and expense upon written notice to you.
EXCEPT IN CONNECTION WITH INDEMNIFICATION OBLIGATIONS HEREUNDER, A MATERIAL BREACH OF CONFIDENTIALITY OBLIGATIONS HEREUNDER, OR IN CONNECTION WITH YOUR VIOLATION OF PAYMENT OBLIGATIONS OR OUR INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS, NEITHER OF US SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER FORESEEABLE OR NOT, REGARDLESS OF THE LEGAL THEORY GIVING RISE TO THE CLAIMED LIABILITY, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL AGGREGATE LIABILITY IN ANY CLAIM BETWEEN US BROUGHT IN CONNECTION WITH THE SUBJECT MATTER HEREIN SHALL NOT IN ANY EVENT EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE TO US IN THE SIX (6) MONTHS PRECEDING THE DATE ON WHICH THE EVENT OR CAUSE OF ACTION GIVING RISE TO SAID CLAIM FIRST ACCRUED.
In addition to and without limiting the foregoing, we disclaim all liability for your, your employees’, and your agents’ (a) acts or omissions in providing any of your products or services to customers, including without limitation the platform; or (b) non-compliance with applicable law. In no event will we be liable for any lost profits, or any indirect, punitive, incidental, special, consequential, or exemplary damages arising out of, in connection with, or relating to the subject matter hereof, including the use of, inability to use, or unavailability of our services. We acknowledge that we shall have no responsibility or liability for any claim brought in connection with the quality, accuracy, timeliness, legality, content, functionality, features, or non-infringement of your platform to the extent such claim is not directly caused and related to the performance of our services integrated therein.
All notices, requests, or other communications hereunder must be in writing and sent to each party at its respective address first written above ("Notice Address"), and shall be deemed to have been sufficiently given:
The notice address of each Party may be updated from time to time upon notice to the other Party. A copy of legal notices shall be submitted via electronic mail.
Neither Party shall be liable for any delay or failure in performing its obligations under these Terms (excluding payment obligations) due to unforeseeable and unavoidable circumstances beyond its reasonable control, including but not limited to acts of God, fire, flood, war, government action, earthquakes, explosions, terrorism, embargoes, or industrial disturbances (each a "Force Majeure Event").
If a Force Majeure Event occurs, the affected Party shall notify the other Party as soon as reasonably possible. If the Force Majeure Event continues for thirty (30) consecutive days, either Party may terminate the Agreement by providing written notice to the other Party.
The relationship between the Parties is that of independent contractors, and nothing in these Terms shall be construed to: (i) give either Party the right to control or direct the day-to-day activities of the other; (ii) constitute the Parties as partners or joint venturers; or (iii) grant either Party the authority to create or assume any obligation on behalf of the other. If any provision of these Terms is deemed unenforceable or invalid by a court or under applicable law, the provision will be limited or eliminated to the minimum extent required, and the remaining provisions shall remain in full force and effect.
You may not assign, subcontract, or delegate any of your rights or obligations under these Terms to any third party without our prior written consent. Subject to the foregoing, these Terms will bind and benefit the respective successors and assigns of both Parties.
These Terms represent the complete and exclusive agreement between the Parties and supersede all prior written and oral agreements, communications, and understandings. Any amendments or waivers must be in writing and signed by both Parties unless otherwise stated in these Terms.
In any legal action to enforce these Terms, the prevailing Party will be entitled to recover its reasonable costs, including attorneys' fees. No claim, suit, or proceeding to enforce these Terms may be brought more than one (1) year after the cause of action first arose.
These Terms will be governed by the laws of the State of Ohio, excluding its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods will not apply. Any disputes shall be subject to the exclusive jurisdiction and venue of the federal and state courts located in Columbus, Ohio.
Section and paragraph headings are for reference purposes only and do not affect the interpretation of these Terms.