Spendoso Terms of Service
Effective Date: January 30, 2023
The following are the Terms of Service (the “Terms”) of Spendoso LLC, a Wyoming limited liability company (the “Company”). Please read them carefully. By agreeing to these terms you are representing and warranting to the Company that you have full legal authority to bind the business or other legal entity for which you are acting (such entity, the “Customer”), that you have read and understood the Terms, and that you are agreeing to the Terms on behalf of the Customer.
These Terms govern the Customer’s access to and use of the SaaS spending management platform available at Spendoso.com, as well as any updates, upgrades, extensions, derivative works and improvements of the foregoing (the “Services”) and the account registered by Customer at Spendoso.com, which is needed to access and use the Services (the “Account”). By accessing, using, or utilizing Customer’s Account and/or the Services at Spendoso.com, Customer is agreeing to these Terms. If at any time, the Customer ceases to agree to these Terms, Customer must immediately stop using the Account and the Services. These Terms are subject to change at any time, in the Company’s sole discretion. Any changes to these Terms will be in effect as of the “Effective Date” written above.
1SAAS REGISTRATION, SERVICES AND SUPPORT
1.1Once Customer registers for an Account, Company will provide Customer with a non-exclusive, non-assignable, worldwide and royalty free right to access and use the Services. As part of the registration process, Customer will identify an administrative username and password for Customer’s Account.
1.2Customer acknowledges that the Company will not be delivering any 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”) to the Customer, except as provided for herein.
2RESTRICTIONS AND RESPONSIBILITIES
2.1Customer will not, directly or indirectly: (i) copy or republish the Services or Software; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the Software; (iii) modify, translate, or create derivative works based on the Services or the Software (except to the extent expressly permitted by Company); (iv) use the Services or the Software for timesharing or otherwise for the benefit of a third party; or (v) remove any proprietary notices or labels from the Software.
2.2Customer acknowledges that Company owns all right, title and interest in and to the Software, services and other deliverables used in the performance of the Services, including all modifications, improvements, upgrades, derivative works, and feedback related thereto and intellectual property rights therein. Customer agrees to assign all right, title and interest it may have in the foregoing to the Company.
2.3Customer agrees and acknowledges that: (i) the export laws and regulations of the United States (and any other applicable export laws and/or regulations) apply to the Services; (ii) the export laws and regulations of the United States (and any other applicable export laws and/or regulations) govern the Customer’s use of the Services and Customer agrees to comply with all such laws and regulations; and (iii) no software, data, or other information relating to the Services or the Software will be exported, directly or indirectly, in violation of these export laws.
2.4Customer represents, covenants, and warrants that (i) Customer owns or has a license to use and has obtained all consents and approvals necessary for the provision and use of all information, content or data, whether public or non-public, which is provided by the Customer to the Company to enable the provision of the Services (“Data”); (ii) the provision and use of the Data as contemplated by these Terms, and the provision by the Company of the Services does not and shall not violate the Customer’s privacy policy, terms of use or other agreement to which Customer is a party or any law or regulation to which Customer is subject to; (iii) no Data will include social security numbers or other government-issued identification numbers, financial account numbers, credit card or debit card numbers, credit report information or other personal financial information, health or medical information or other information that is subject to international, federal, state, or local laws or ordinances now or hereafter enacted regarding data protection or privacy; and (iv) Customer is in compliance with all applicable local, state, national and international laws with respect to the collection and use of the Data.
2.5Customer 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 or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. 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, including by terminating Customer’s account at any time at Company’s sole discretion.
2.6Customer shall be responsible for maintaining the security of Customer’s Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer’s Account with or without Customer’s knowledge or consent. Customer agrees to notify the Company immediately of any unauthorized use of Customer’s Account or password or any other known or suspected breach of security. Customer agrees that it is not providing false information to Company in order to gain access or to use the Services and/or Software.
2.7Customer acknowledges that the Company shall have no obligation or responsibility as it relates to the Customer’s acquisition or maintenance of any equipment needed to utilize or access the Services and the Software.
2.8Customer shall be solely responsible for all acts and omissions of any employees, contractors, officers, agents and representatives of the Customer with respect to their use of the Services and the Software, regardless of Customer’s knowledge of such use.
3CONFIDENTIALITY; PROPRIETARY RIGHTS
3.1Each 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) in connection with these Terms and the provision of the Services. Proprietary Information of the Company includes non-public information regarding features, functionality and performance of the Services and the Software. Proprietary Information of the Customer includes the Data. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information and (ii) not to use or divulge to any third person any such Proprietary Information; provided, that, Company may share Proprietary Information with certain third parties in the ordinary course of business as is necessary to provide the Services. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
3.2Customer shall own all right, title and interest in and to the Data. 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 with the Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3Customer hereby grants to the Company a non-exclusive, non-assignable, worldwide and royalty free license to use and otherwise exploit the Data to provide the Services to the Customer and as otherwise necessary or useful to monitor and improve the Software and the Services.
3.4Notwithstanding anything to the contrary, Company shall have the right to collect and analyze the 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 Data and information derived therefrom), and the 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 (ii) disclose such data solely in aggregate or in other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
4PAYMENT OF FEES
Customer will pay Company the then applicable fees (the “Fees”) chosen by Customer when registering the Account or following the Customer’s Free Trial. Upon the commencement of a new Renewal Term, Customer shall be liable to Company for payment of a renewal fee equal to the Fees (as may be increased in Company’s sole discretion) (the “Renewal Fee”). Customer hereby consents to Company charging any such Fees to the credit card, or other payment method, associated with the Customer’s Account without need to provide any further notice or receive any further consent. If Customer’s use of the Services requires the payment of additional fees (due to an account upgrade or otherwise), Customer shall be billed for such 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 Subscription Term or thencurrent Renewal Term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed the Customer incorrectly, Customer must contact Company no later than thirty (30) days after the date on which the charge first appeared in order to receive an adjustment or credit. Inquiries should be directed to the Company at support@spendoso.com.
5TERM AND TERMINATION
5.1Subject to earlier termination or downgrade as provided below, the period during which the Customer has agreed to subscribe to the Services (the “Subscription Term”) shall be automatically renewed for additional periods of the same duration as the Subscription Term (each, a “Renewal Term”, and together with the Subscription Term, the “Term”). All renewals are subject to the applicable Services continuing to be offered.
5.2Customer may cancel or downgrade its subscription at any time by selecting the applicable cancellation or downgrade option within the Customer’s Account on the Company’s website. Subject to Section 9, Customer will be responsible in full for the Services up to and including the last day on which the Services are provided. If Customer cancels or downgrades its Account before the end of its then-current Subscription Term, the cancellation or termination of Customer’s Account will take effect immediately. THE COMPANY WILL NOT PROVIDE REFUNDS FOR REMAINING TIME IF CUSTOMER CANCELS OR DOWNGRADES THEIR ACCOUNT DURING A SUBSCRIPTION TERM.
5.3All sections of these Terms which by their nature should survive termination will survive Customer’s cancellation, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
6WARRANTY 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 the 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. 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.
7LIMITATION OF LIABILITY
CONTRACTORS AND EMPLOYEES OF THE COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS 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 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. THE FOREGOING LIMITATIONS AND DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
8PERSONAL DATA
Customer hereby acknowledges and agrees that the Company’s performance of the Services may require the Company to process, transmit and/or store the Data or other personal data of Customer employees and affiliates. By submitting the Data to the Company, Customer agrees that the Company may process, transmit and/or store the Data only to the extent necessary for, and for the sole purpose of, enabling the Company to perform its obligations in accordance with these Terms. In relation to all Data provided by or through Customer to the Company, Customer will be responsible as sole data controller for complying with all applicable data protection or similar laws. Customer agrees to obtain all necessary consents and make all necessary disclosures before providing any personal data to the Company. Customer confirms that Customer is solely responsible for any personal data that may be contained in the Services. Prior to processing, Customer will inform the Company of any special categories of data contained within the Data and any restrictions or special requirements in the processing of such special categories of data, including any cross-border transfer restrictions. Customer is responsible for ensuring that the Services meet such restrictions or special requirements.
9FREE TRIAL
If Customer utilizes a free trial when registering for an Account (a “Free Trial”), then the applicable provisions of this Agreement will govern that Free Trial, and the Company will make such Free Trial 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 agreed to use such Free Trial, (b) the start date of any Service subscription purchased by Customer for such Service, or (c) termination of the Free Trial by the Company in its sole discretion. A free trial period may be extended upon mutual agreement by the Company and Customer. Notwithstanding anything to the contrary in this Agreement, a Free Trial is provided “AS IS.” THE COMPANY MAKES NO REPRESENTATION OR WARRANTY AND SHALL HAVE NO INDEMNIFICATION OBLIGATIONS WITH RESPECT TO A FREE TRIAL. THE COMPANY SHALL HAVE NO LIABILITY OF ANY TYPE WITH RESPECT TO A FREE TRIAL, UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE THE COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A FREE TRIAL IS US$1,000. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 7 (“LIMITATION OF LIABILITY”), CUSTOMER SHALL NOT USE THE FREE TRIAL IN A MANNER THAT VIOLATES APPLICABLE LAWS AND WILL BE FULLY LIABLE FOR ANY DAMAGES CAUSED BY ITS USE OF A FREE TRIAL.
10MISCELLANEOUS
The Company may revise these Terms by posting a modified version of the Terms, including the new effective date. If the Company makes any material changes to the Terms, Customer will receive reasonable notice prior to the new Terms taking effect. By continuing to access or use the Services after the posting of any modified Terms, the Customer agrees to be bound by such modified Terms. If any provision of these Terms are 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. Customer may not transfer or assign any of its rights or obligations under these Terms without the Company’s prior written consent; provided, however, that Customer may assign these Terms to an acquirer of all or substantially all of the business of Customer, whether by merger, asset sale or otherwise. No agency, partnership, joint venture, or employment is created as a result of Customer’s agreement to 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 will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Customer is responsible for maintaining current customer information in its Account, as Company may provide notices to Customer through electronic mail to the e-mail address on record in Customer’s Account. Company may include Customer’s name and logo in its customer lists and on its website. These Terms shall be governed by the laws of the State of Wyoming without regard to its conflict of laws provisions. The Company’s “Terms of Use” and “Privacy Policy” can be found at https://www.spendoso.com/legal/tou and https://www.spendoso.com/legal/privacy, respectively, and are hereby incorporated herein by reference. To the extent that the Company processes any Personal Information (as defined in the Data Processing Agreement, which can be found at https://www.spendoso.com/legal/dpa the “DPA”) contained in the Data subject to the Data Protection Legislation (as defined in the DPA), the DPA shall apply to such processing. These Terms and any policies expressly referenced and incorporated into these Terms constitute the entire agreement and understanding between the Company and the Customer relating to the subject matter herein, and these terms shall supersede any prior discussions, proposals or agreements between the Company and the Customer relating to the subject matter herein.
