Terms of Service
Terms of Service
Last Modified: January 30, 2026
This SaaSAudit Terms of Service Agreement (“TOS”) is entered into by and between SaaSAudit Inc., a Delaware corporation (“SaaSAudit”), and you, whether personally or on behalf of an entity (“Customer”), that executes an order form for the Services that expressly references this TOS (“Order Form”). Each of SaaSAudit and Customer may be referred to herein as a “Party” and together as the “Parties.” This TOS consists of the terms and conditions set forth below and incorporates by reference the SaaSAudit Acceptable Use Policy (“AUP”) expressly referenced herein.
The “Effective Date” of this TOS is the date the Parties execute the first Order Form.
This TOS is a legally binding agreement concerning Customer’s access to and use of the Services. By accessing or using the Services, Customer agrees to be bound by this TOS. If Customer does not agree to this TOS, Customer must discontinue use of the Services immediately.
This SaaSAudit Terms of Service Agreement (“TOS”) is entered into by and between SaaSAudit Inc., a Delaware corporation (“SaaSAudit”), and you, whether personally or on behalf of an entity (“Customer”), that executes an order form for the Services that expressly references this TOS (“Order Form”). Each of SaaSAudit and Customer may be referred to herein as a “Party” and together as the “Parties.” This TOS consists of the terms and conditions set forth below and incorporates by reference the SaaSAudit Acceptable Use Policy (“AUP”) expressly referenced herein.
The “Effective Date” of this TOS is the date the Parties execute the first Order Form.
This TOS is a legally binding agreement concerning Customer’s access to and use of the Services. By accessing or using the Services, Customer agrees to be bound by this TOS. If Customer does not agree to this TOS, Customer must discontinue use of the Services immediately.
1. Definitions
1. Definitions
“Acceptable Use Policy (AUP)” means the additional terms that apply to Customer’s use of SaaSAudit Services, SaaSAudit’s website, Consulting Services, and Third-Party Services. These terms form part of this TOS and can be found at https://SaaSAudit.com/legal/acceptable use policy.
“Authorized Reseller” means an authorized reseller of SaaSAudit (“Authorized Reseller”).
“Claim” means a third party claim, demand, action, or proceeding.
“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 by the Disclosing Party or that the Receiving Party reasonably should understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. Confidential Information includes all information concerning the Disclosing Party’s past, present or proposed products, technical details of the Service, engineering and other designs, technical data, finances, research and development, and the terms and conditions of this TOS. Confidential Information does 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.
“Contact Information” means the name, email address, phone number, online user name(s), telephone number, and similar information submitted on the Subscription Service or uploaded by Customer to the Subscription Service.
“Consulting Services” means the professional services provided by SaaSAudit, which may include training services, advisory, installation, integration, or other consulting services.
“Customer Data” means all information that Customer submits or collects via the Subscription Service. Customer Data does not include SaaSAudit Content.
“Customer Information” means Customer Data and Contact Information.
“Data Privacy Laws” means applicable laws and regulations relating to privacy, data protection, and the processing of Personal Data.
“Fees” means the fees payable by Customer to SaaSAudit for the applicable Services, as set forth on an Order Form.
“Intellectual Property Rights” means all patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how, and any other intellectual property and proprietary rights.
“Losses” means liabilities and expenses awarded to a third party by a court of competent jurisdiction or agreed to in a settlement, including reasonable attorneys’ fees and costs, to the extent recoverable under applicable law.
“Money Back Guarantee Policy” means any separate SaaSAudit money back guarantee policy referenced in an Order Form or otherwise made available by SaaSAudit.
“Order Form” means the SaaSAudit-approved form by which Customer agrees to subscribe to the Subscription Service and/or Third-Party Services.
“Personal Data” means information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual where such information is contained within Customer Data and is protected similarly as personal data or personally identifiable information under applicable Data Privacy Laws.
“SaaSAudit Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that SaaSAudit incorporates into the Subscription Service or Consulting Services.
“Service” or “Subscription Service” means (i) SaaSAudit’s SOC 2 Compliance Automation Platform that Customer subscribes to under an Order Form or that SaaSAudit otherwise makes available to Customer, as developed, operated, and maintained by SaaSAudit, accessible via https://SaaSAudit.ai; and/or (ii) any ancillary Third-Party Services such as independent CPA auditor services and penetration testing services that SaaSAudit may bundle with its core offering.
“Service Period” means the service period specified on the applicable Order Form.
“SOC 2 In-a-Box” means a bundled offering that includes (i) SaaSAudit compliance automation platform; (ii) SOC 2 compliance auditing and attestation by an independent CPA firm; (iii) penetration testing delivered by a third-party provider; and (iv) white glove concierge service.
“Subscription Term” or “Subscription Period” means the length of time Customer agrees to subscribe to the Services as specified in an Order Form.
“Third-Party Services” or “3rd Party Services” means non-embedded products and professional services such as independent CPA auditor services and penetration testing services that are provided by independent third parties and are used in connection with the Subscription Service.
“Third Party Products” means third-party products, applications, and services (collectively, “Third Party Products”).
“Usage Data” means usage data generated or derived from Customer’s use of the Services, including log data and metadata.
“Users” means Customer’s employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Service for Customer’s benefit and have unique user identifications and passwords for the Subscription Service.
“SaaSAudit” “we”, “us” or “our” means SaaSAudit, Inc.
“Customer” “you” or “your” means the person or entity using the Subscription Service or receiving the Third-Party Services and identified in the applicable account record, invoice, or Order Form as the customer.
“Acceptable Use Policy (AUP)” means the additional terms that apply to Customer’s use of SaaSAudit Services, SaaSAudit’s website, Consulting Services, and Third-Party Services. These terms form part of this TOS and can be found at https://SaaSAudit.com/legal/acceptable use policy.
“Authorized Reseller” means an authorized reseller of SaaSAudit (“Authorized Reseller”).
“Claim” means a third party claim, demand, action, or proceeding.
“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 by the Disclosing Party or that the Receiving Party reasonably should understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. Confidential Information includes all information concerning the Disclosing Party’s past, present or proposed products, technical details of the Service, engineering and other designs, technical data, finances, research and development, and the terms and conditions of this TOS. Confidential Information does 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.
“Contact Information” means the name, email address, phone number, online user name(s), telephone number, and similar information submitted on the Subscription Service or uploaded by Customer to the Subscription Service.
“Consulting Services” means the professional services provided by SaaSAudit, which may include training services, advisory, installation, integration, or other consulting services.
“Customer Data” means all information that Customer submits or collects via the Subscription Service. Customer Data does not include SaaSAudit Content.
“Customer Information” means Customer Data and Contact Information.
“Data Privacy Laws” means applicable laws and regulations relating to privacy, data protection, and the processing of Personal Data.
“Fees” means the fees payable by Customer to SaaSAudit for the applicable Services, as set forth on an Order Form.
“Intellectual Property Rights” means all patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how, and any other intellectual property and proprietary rights.
“Losses” means liabilities and expenses awarded to a third party by a court of competent jurisdiction or agreed to in a settlement, including reasonable attorneys’ fees and costs, to the extent recoverable under applicable law.
“Money Back Guarantee Policy” means any separate SaaSAudit money back guarantee policy referenced in an Order Form or otherwise made available by SaaSAudit.
“Order Form” means the SaaSAudit-approved form by which Customer agrees to subscribe to the Subscription Service and/or Third-Party Services.
“Personal Data” means information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual where such information is contained within Customer Data and is protected similarly as personal data or personally identifiable information under applicable Data Privacy Laws.
“SaaSAudit Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that SaaSAudit incorporates into the Subscription Service or Consulting Services.
“Service” or “Subscription Service” means (i) SaaSAudit’s SOC 2 Compliance Automation Platform that Customer subscribes to under an Order Form or that SaaSAudit otherwise makes available to Customer, as developed, operated, and maintained by SaaSAudit, accessible via https://SaaSAudit.ai; and/or (ii) any ancillary Third-Party Services such as independent CPA auditor services and penetration testing services that SaaSAudit may bundle with its core offering.
“Service Period” means the service period specified on the applicable Order Form.
“SOC 2 In-a-Box” means a bundled offering that includes (i) SaaSAudit compliance automation platform; (ii) SOC 2 compliance auditing and attestation by an independent CPA firm; (iii) penetration testing delivered by a third-party provider; and (iv) white glove concierge service.
“Subscription Term” or “Subscription Period” means the length of time Customer agrees to subscribe to the Services as specified in an Order Form.
“Third-Party Services” or “3rd Party Services” means non-embedded products and professional services such as independent CPA auditor services and penetration testing services that are provided by independent third parties and are used in connection with the Subscription Service.
“Third Party Products” means third-party products, applications, and services (collectively, “Third Party Products”).
“Usage Data” means usage data generated or derived from Customer’s use of the Services, including log data and metadata.
“Users” means Customer’s employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Service for Customer’s benefit and have unique user identifications and passwords for the Subscription Service.
“SaaSAudit” “we”, “us” or “our” means SaaSAudit, Inc.
“Customer” “you” or “your” means the person or entity using the Subscription Service or receiving the Third-Party Services and identified in the applicable account record, invoice, or Order Form as the customer.
2. Subscriptions and Support; Use of Services
2. Subscriptions and Support; Use of Services
2.1 Subscriptions. Subject to the terms and conditions of this TOS, SaaSAudit will make the Services available to Customer for the Service Period specified on the applicable Order Form.
2.1 Subscriptions. Subject to the terms and conditions of this TOS, SaaSAudit will make the Services available to Customer for the Service Period specified on the applicable Order Form.
2.2 Support. SaaSAudit will provide Support during the Service Period to Customer via telephone, electronic mail, or Slack on Mondays through Fridays (24 hours per day), excluding public holidays. SaaSAudit will use commercially reasonable efforts to respond to all support tickets within one (1) business day.
2.2 Support. SaaSAudit will provide Support during the Service Period to Customer via telephone, electronic mail, or Slack on Mondays through Fridays (24 hours per day), excluding public holidays. SaaSAudit will use commercially reasonable efforts to respond to all support tickets within one (1) business day.
3. Fees and Payment
3. Fees and Payment
3.1 Fees, Payment, Taxes and Reseller Purchases.
3.1 Fees, Payment, Taxes and Reseller Purchases.
3.1.1 Fees and Payment. Customer shall pay all Fees in accordance with the payment terms set forth in the applicable Order Form. Except as expressly set forth in this TOS and the Money Back Guarantee Policy, all payment obligations are non-cancelable and Fees are non-refundable. In the event of non-payment of Fees by Customer for fifteen (15) days after the due date of an invoice, SaaSAudit reserves the right to (i) immediately suspend Customer’s access to the Services until Customer pays the entire remaining balance of Fees and/or (ii) charge interest on past due amounts at the lesser of one and a half percent (1.5%) per month or the highest interest rate allowed by law.
3.1.1 Fees and Payment. Customer shall pay all Fees in accordance with the payment terms set forth in the applicable Order Form. Except as expressly set forth in this TOS and the Money Back Guarantee Policy, all payment obligations are non-cancelable and Fees are non-refundable. In the event of non-payment of Fees by Customer for fifteen (15) days after the due date of an invoice, SaaSAudit reserves the right to (i) immediately suspend Customer’s access to the Services until Customer pays the entire remaining balance of Fees and/or (ii) charge interest on past due amounts at the lesser of one and a half percent (1.5%) per month or the highest interest rate allowed by law.
3.1.2 Sales Tax. All Fees are exclusive of taxes, which SaaSAudit will charge as applicable. Customer agrees to pay any taxes applicable to Customer’s use of the Services and performance of Third-Party Services. Customer shall have no liability for any taxes based upon SaaSAudit’s gross revenues or net income.
3.1.2 Sales Tax. All Fees are exclusive of taxes, which SaaSAudit will charge as applicable. Customer agrees to pay any taxes applicable to Customer’s use of the Services and performance of Third-Party Services. Customer shall have no liability for any taxes based upon SaaSAudit’s gross revenues or net income.
3.1.3 Withholding Tax. If Customer is required to deduct or withhold tax from payment of a SaaSAudit invoice, Customer may deduct this amount from the applicable Fees due to the extent it is due and payable as assessed withholding tax required under laws that apply to Customer (the “Deduction Amount”). Customer will not be required to repay the Deduction Amount to SaaSAudit, provided that Customer presents SaaSAudit with a valid tax receipt verifying payment of the Deduction Amount to the relevant tax authority within sixty (60) days from the date of the invoice. If Customer does not provide this tax receipt within the specified time period, then all Fees, inclusive of the Deduction Amount, will be immediately due and payable, and failure to pay these Fees may result in Customer’s account being suspended or terminated for non-payment.
3.1.3 Withholding Tax. If Customer is required to deduct or withhold tax from payment of a SaaSAudit invoice, Customer may deduct this amount from the applicable Fees due to the extent it is due and payable as assessed withholding tax required under laws that apply to Customer (the “Deduction Amount”). Customer will not be required to repay the Deduction Amount to SaaSAudit, provided that Customer presents SaaSAudit with a valid tax receipt verifying payment of the Deduction Amount to the relevant tax authority within sixty (60) days from the date of the invoice. If Customer does not provide this tax receipt within the specified time period, then all Fees, inclusive of the Deduction Amount, will be immediately due and payable, and failure to pay these Fees may result in Customer’s account being suspended or terminated for non-payment.
3.2 Reseller Purchases. Customer may purchase the Services through an Authorized Reseller. This TOS governs all subscriptions purchased through Authorized Resellers.
4. Term and Termination
4. Term and Termination
4.1 Term and Renewal.
4.1 Term and Renewal.
4.1.1 Term. This TOS becomes effective on the date the first Order Form is signed by both Parties. This TOS will remain in effect until all Order Forms have expired or have been terminated in accordance with this Section 4.
4.1.1 Term. This TOS becomes effective on the date the first Order Form is signed by both Parties. This TOS will remain in effect until all Order Forms have expired or have been terminated in accordance with this Section 4.
4.1.2 Order Form. The Service Period for each Order Form shall be set forth therein; provided that if the Order Form does not specify a Service Period, the Service Period will be one (1) year.
4.1.2 Order Form. The Service Period for each Order Form shall be set forth therein; provided that if the Order Form does not specify a Service Period, the Service Period will be one (1) year.
4.1.3 Renewal. Unless otherwise expressly stated in the applicable Order Form, upon expiration of the Service Period, Customer’s subscription will automatically renew for successive one (1) year Service Periods unless Customer provides SaaSAudit with notice of termination at least thirty (30) days prior to the end of the then-current Service Period.
4.1.3 Renewal. Unless otherwise expressly stated in the applicable Order Form, upon expiration of the Service Period, Customer’s subscription will automatically renew for successive one (1) year Service Periods unless Customer provides SaaSAudit with notice of termination at least thirty (30) days prior to the end of the then-current Service Period.
4.2 Termination for Cause. Either Party may terminate this TOS or an Order Form for cause (a) upon written notice to the other Party of a material breach if such breach remains uncured after sixty (60) days from the date of the breaching Party’s receipt of such notice; (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors that is not dismissed within ninety (90) days of the commencement thereof. Non-payment of Fees by Customer for ten (10) days after notice of non-payment of an invoice or any violation of this TOS or the AUP that is not cured within the applicable cure period will be considered material breaches of this TOS or the AUP. This TOS may not otherwise be terminated prior to the end of the Subscription Term.
4.2 Termination for Cause. Either Party may terminate this TOS or an Order Form for cause (a) upon written notice to the other Party of a material breach if such breach remains uncured after sixty (60) days from the date of the breaching Party’s receipt of such notice; (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors that is not dismissed within ninety (90) days of the commencement thereof. Non-payment of Fees by Customer for ten (10) days after notice of non-payment of an invoice or any violation of this TOS or the AUP that is not cured within the applicable cure period will be considered material breaches of this TOS or the AUP. This TOS may not otherwise be terminated prior to the end of the Subscription Term.
4.3 Effect of Termination. Upon termination or expiration of this TOS, Customer will stop using all Services and SaaSAudit Content. If Customer terminates this TOS for cause, SaaSAudit will promptly refund any prepaid but unused Fees covering use of the Services after termination. If SaaSAudit terminates this TOS for cause, or if Customer seeks to terminate this TOS other than for cause, then Customer will promptly pay all unpaid Fees due through the end of the Subscription Term. Except for the Money Back Guarantee Policy, Fees are otherwise non-refundable.
4.3 Effect of Termination. Upon termination or expiration of this TOS, Customer will stop using all Services and SaaSAudit Content. If Customer terminates this TOS for cause, SaaSAudit will promptly refund any prepaid but unused Fees covering use of the Services after termination. If SaaSAudit terminates this TOS for cause, or if Customer seeks to terminate this TOS other than for cause, then Customer will promptly pay all unpaid Fees due through the end of the Subscription Term. Except for the Money Back Guarantee Policy, Fees are otherwise non-refundable.
5. License and Use of the Services
5. License and Use of the Services
5.1 Licenses. Subject to Customer’s compliance with this TOS and the AUP (including any limitations and restrictions set forth on an applicable Order Form), SaaSAudit grants Customer a non-exclusive, non-transferable, non-sublicensable limited right and license to access and use the Services, solely during the applicable Service Period for Customer’s internal business purposes.
Customer grants SaaSAudit a non-exclusive, non-transferable, non-sublicensable right and license to use Customer Information solely to provide the Services to Customer. Notwithstanding anything to the contrary, SaaSAudit may generate, collect, use, and analyze Usage Data generated or derived from Customer’s use of the Services, including log data and metadata, to develop, improve, promote, support, and operate its products and services; provided that such Usage Data may only be shared with third parties in a manner that is aggregated and/or anonymized and does not identify Customer or any Users.
5.1 Licenses. Subject to Customer’s compliance with this TOS and the AUP (including any limitations and restrictions set forth on an applicable Order Form), SaaSAudit grants Customer a non-exclusive, non-transferable, non-sublicensable limited right and license to access and use the Services, solely during the applicable Service Period for Customer’s internal business purposes.
Customer grants SaaSAudit a non-exclusive, non-transferable, non-sublicensable right and license to use Customer Information solely to provide the Services to Customer. Notwithstanding anything to the contrary, SaaSAudit may generate, collect, use, and analyze Usage Data generated or derived from Customer’s use of the Services, including log data and metadata, to develop, improve, promote, support, and operate its products and services; provided that such Usage Data may only be shared with third parties in a manner that is aggregated and/or anonymized and does not identify Customer or any Users.
5.2 Feedback. Customer agrees that comments, suggestions, and feedback Customer provides on the Services will be non-confidential and that SaaSAudit owns all rights to use and incorporate them into the Services without payment or attribution to Customer.
5.2 Feedback. Customer agrees that comments, suggestions, and feedback Customer provides on the Services will be non-confidential and that SaaSAudit owns all rights to use and incorporate them into the Services without payment or attribution to Customer.
5.3 Use of the Services.
5.3 Use of the Services.
5.3.1 During the Subscription Term. SaaSAudit will provide Customer’s Users access to use the Services as described in this TOS and the applicable Order Form.
5.3.1 During the Subscription Term. SaaSAudit will provide Customer’s Users access to use the Services as described in this TOS and the applicable Order Form.
5.3.2 License for Individual Company Use Only. Customer is granted a non-exclusive, non-transferable license to access and use the Services solely for Customer’s individual company use. This license does not extend to providing managed services or redistribution of the Services without first procuring a service provider license from SaaSAudit. Customer agrees not to sublicense, reproduce, modify, distribute, display, perform, or create derivative works based on the Services without SaaSAudit’s explicit authorization. Any unauthorized use of the Services may result in termination of Customer’s access to the Services and may subject Customer to legal action.
5.3.2 License for Individual Company Use Only. Customer is granted a non-exclusive, non-transferable license to access and use the Services solely for Customer’s individual company use. This license does not extend to providing managed services or redistribution of the Services without first procuring a service provider license from SaaSAudit. Customer agrees not to sublicense, reproduce, modify, distribute, display, perform, or create derivative works based on the Services without SaaSAudit’s explicit authorization. Any unauthorized use of the Services may result in termination of Customer’s access to the Services and may subject Customer to legal action.
5.3.3 Compliance. Customer agrees to comply with all applicable laws and regulations regarding the use of the Services, including copyright and intellectual property laws.
5.3.3 Compliance. Customer agrees to comply with all applicable laws and regulations regarding the use of the Services, including copyright and intellectual property laws.
5.3.4 Prohibited and Unauthorized Use. Customer will not use the Services in any way that violates this TOS or the AUP, or for any purpose or in any manner that is unlawful or prohibited by this TOS.
5.3.4 Prohibited and Unauthorized Use. Customer will not use the Services in any way that violates this TOS or the AUP, or for any purpose or in any manner that is unlawful or prohibited by this TOS.
5.3.5 Customer Responsibilities. To realize the full value of the Services and Third-Party Services, Customer’s active participation and effort are needed. Customer agrees to implement and enforce recommended system and operational controls in a timely manner in order to obtain and maintain SOC 2 Type 1 and Type 2 compliance.
5.3.5 Customer Responsibilities. To realize the full value of the Services and Third-Party Services, Customer’s active participation and effort are needed. Customer agrees to implement and enforce recommended system and operational controls in a timely manner in order to obtain and maintain SOC 2 Type 1 and Type 2 compliance.
6. Customer Data
6. Customer Data
6.1 Ownership. As between the Parties, Customer retains all right, title, and interest in and to Customer Data. SaaSAudit retains all right, title, and interest in and to the Services, SaaSAudit Content, and Usage Data.
6.1 Ownership. As between the Parties, Customer retains all right, title, and interest in and to Customer Data. SaaSAudit retains all right, title, and interest in and to the Services, SaaSAudit Content, and Usage Data.
6.2 Responsibility for Customer Data. Customer is solely responsible for Customer Data, including obtaining any required consents and permissions to provide Customer Data to SaaSAudit and to allow SaaSAudit to process Customer Data to provide the Services.
6.2 Responsibility for Customer Data. Customer is solely responsible for Customer Data, including obtaining any required consents and permissions to provide Customer Data to SaaSAudit and to allow SaaSAudit to process Customer Data to provide the Services.
6.3 Personal Data. To the extent Customer Data includes Personal Data, each Party will comply with applicable Data Privacy Laws in connection with its processing of such Personal Data.
6.3 Personal Data. To the extent Customer Data includes Personal Data, each Party will comply with applicable Data Privacy Laws in connection with its processing of such Personal Data.
7. Intellectual Property Rights
7. Intellectual Property Rights
SaaSAudit retains all Intellectual Property Rights in and to the Services and all components of, or used to provide, the Services and any other materials developed by SaaSAudit in its performance hereunder that derive from, improve, enhance or modify the Services or other SaaSAudit pre-existing intellectual property. Customer retains Intellectual Property Rights in all information uploaded to the Services by or on behalf of Customer (other than Feedback as described in Section 5.2). Each Party retains all rights, title and interest in any of its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and proprietary rights.
SaaSAudit retains all Intellectual Property Rights in and to the Services and all components of, or used to provide, the Services and any other materials developed by SaaSAudit in its performance hereunder that derive from, improve, enhance or modify the Services or other SaaSAudit pre-existing intellectual property. Customer retains Intellectual Property Rights in all information uploaded to the Services by or on behalf of Customer (other than Feedback as described in Section 5.2). Each Party retains all rights, title and interest in any of its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and proprietary rights.
8. Confidentiality
8. Confidentiality
8.1 Protection; Use; Disclosure. The Receiving Party will (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 TOS, (iii) not disclose Confidential Information of the Disclosing Party to any third party (except those third party service providers used by SaaSAudit to provide some or all elements of the Services), 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 TOS and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
8.1 Protection; Use; Disclosure. The Receiving Party will (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 TOS, (iii) not disclose Confidential Information of the Disclosing Party to any third party (except those third party service providers used by SaaSAudit to provide some or all elements of the Services), 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 TOS and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
8.2 Compelled Disclosure. 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) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information sufficient to allow the Disclosing Party to object to the request and/or seek an appropriate protective order (or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount required), (ii) the Receiving Party will refer the request to the Disclosing Party and will provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s cost, in opposing such disclosure or seeking a protective order, unless the Receiving Party is explicitly prohibited from doing so by law or court order, and (iii) in no event will the 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.
8.2 Compelled Disclosure. 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) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information sufficient to allow the Disclosing Party to object to the request and/or seek an appropriate protective order (or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount required), (ii) the Receiving Party will refer the request to the Disclosing Party and will provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s cost, in opposing such disclosure or seeking a protective order, unless the Receiving Party is explicitly prohibited from doing so by law or court order, and (iii) in no event will the 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.
9. Publicity
9. Publicity
Customer grants SaaSAudit the right to add Customer’s name and company logo in connection with promotion of the Services. Except as expressly set forth in this Section 9, nothing in this TOS gives either Party any right, title or interest in the other Party’s logos, trademarks, service marks or trade names. Customer can opt out of this use by sending an email to publicityoptout@saasaudit.ai.
10. Representations, Warranties, and Disclaimers
10. Representations, Warranties, and Disclaimers
10.1 Authority. Each Party represents that it has the legal authority to enter into this TOS.
10.1 Authority. Each Party represents that it has the legal authority to enter into this TOS.
10.2 Limited Warranty. SaaSAudit warrants that during an applicable Subscription Term, the Services will perform materially in accordance with any documentation provided to Customer. This warranty does not extend to non-conformity with the documentation resulting from Customer’s use of the Services in violation of this TOS or the AUP or not in accordance with such documentation. For any breach of this warranty, Customer’s exclusive remedies are those described in Section 4.2 (Termination for Cause).
10.2 Limited Warranty. SaaSAudit warrants that during an applicable Subscription Term, the Services will perform materially in accordance with any documentation provided to Customer. This warranty does not extend to non-conformity with the documentation resulting from Customer’s use of the Services in violation of this TOS or the AUP or not in accordance with such documentation. For any breach of this warranty, Customer’s exclusive remedies are those described in Section 4.2 (Termination for Cause).
10.3 Disclaimers. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 10.2, THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, AI OUTPUTS, SERVICES INFORMATION, AND ANY OTHER INFORMATION OR ADVICE OBTAINED BY CUSTOMER THROUGH THE SERVICES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW. SAASAUDIT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SAASAUDIT DOES NOT WARRANT THAT (A) THE SERVICES OR ANY RESULTS OR OUTPUTS GENERATED THROUGH THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (C) ANY ERRORS WILL BE CORRECTED. THE PARTIES ACKNOWLEDGE AND AGREE THAT SAASAUDIT HAS NO LIABILITY OR RESPONSIBILITY FOR CUSTOMER’S SOC 2 COMPLIANCE. THE SERVICES, TO THE EXTENT APPLICABLE, ARE ONLY TOOLS FOR ASSISTING CUSTOMER IN MEETING SOC 2 COMPLIANCE OBLIGATIONS FOR WHICH CUSTOMER IS SOLELY RESPONSIBLE.
10.3 Disclaimers. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 10.2, THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, AI OUTPUTS, SERVICES INFORMATION, AND ANY OTHER INFORMATION OR ADVICE OBTAINED BY CUSTOMER THROUGH THE SERVICES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW. SAASAUDIT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SAASAUDIT DOES NOT WARRANT THAT (A) THE SERVICES OR ANY RESULTS OR OUTPUTS GENERATED THROUGH THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (C) ANY ERRORS WILL BE CORRECTED. THE PARTIES ACKNOWLEDGE AND AGREE THAT SAASAUDIT HAS NO LIABILITY OR RESPONSIBILITY FOR CUSTOMER’S SOC 2 COMPLIANCE. THE SERVICES, TO THE EXTENT APPLICABLE, ARE ONLY TOOLS FOR ASSISTING CUSTOMER IN MEETING SOC 2 COMPLIANCE OBLIGATIONS FOR WHICH CUSTOMER IS SOLELY RESPONSIBLE.
11. Indemnification
11. Indemnification
11.1 Indemnification by SaaSAudit. SaaSAudit will indemnify and hold Customer harmless from Losses arising out of an unaffiliated third party Claim that the Services infringe or misappropriate such third party’s Intellectual Property Rights. SaaSAudit will, at its sole expense, defend such Claim and pay Losses in connection with such Claim. If Customer’s use of the Services has become, or in SaaSAudit’s opinion is likely to become, the subject of any such Claim, SaaSAudit may, at its option and expense, (i) procure for Customer the right to continue using the Services as set forth herein; (ii) replace or modify the Services to make them non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by SaaSAudit, terminate this TOS and repay, on a pro-rata basis, any Fees previously paid to SaaSAudit for the corresponding unused portion of the then-current Service Period for the related Services. SaaSAudit will have no liability or obligation under this Section 11.1 with respect to any Claim if the Claim is caused in whole or in part by (a) use of the Services in non-conformity with documentation or in violation of this TOS or the AUP; (b) modification of the Services by anyone other than SaaSAudit; or (c) combination, operation, or use of the Services with other hardware or software where the Services would not otherwise be infringing. This Section 11.1 states SaaSAudit’s sole, exclusive, and entire liability and Customer’s sole remedy with respect to infringement claims arising from Customer’s access to or use of the Services.
11.1 Indemnification by SaaSAudit. SaaSAudit will indemnify and hold Customer harmless from Losses arising out of an unaffiliated third party Claim that the Services infringe or misappropriate such third party’s Intellectual Property Rights. SaaSAudit will, at its sole expense, defend such Claim and pay Losses in connection with such Claim. If Customer’s use of the Services has become, or in SaaSAudit’s opinion is likely to become, the subject of any such Claim, SaaSAudit may, at its option and expense, (i) procure for Customer the right to continue using the Services as set forth herein; (ii) replace or modify the Services to make them non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by SaaSAudit, terminate this TOS and repay, on a pro-rata basis, any Fees previously paid to SaaSAudit for the corresponding unused portion of the then-current Service Period for the related Services. SaaSAudit will have no liability or obligation under this Section 11.1 with respect to any Claim if the Claim is caused in whole or in part by (a) use of the Services in non-conformity with documentation or in violation of this TOS or the AUP; (b) modification of the Services by anyone other than SaaSAudit; or (c) combination, operation, or use of the Services with other hardware or software where the Services would not otherwise be infringing. This Section 11.1 states SaaSAudit’s sole, exclusive, and entire liability and Customer’s sole remedy with respect to infringement claims arising from Customer’s access to or use of the Services.
11.2 Indemnification by Customer. Customer will indemnify and hold SaaSAudit harmless from Losses arising out of a Claim related to Customer Data. Customer will, at its sole expense, defend SaaSAudit against such Claim and pay any Losses in connection therewith.
11.2 Indemnification by Customer. Customer will indemnify and hold SaaSAudit harmless from Losses arising out of a Claim related to Customer Data. Customer will, at its sole expense, defend SaaSAudit against such Claim and pay any Losses in connection therewith.
11.3 Procedures. The indemnifying Party’s obligations under this Section 11 are conditioned on the indemnified Party (i) promptly notifying the indemnifying Party of the threat or notice of the Claim; (ii) giving the indemnifying Party sole and exclusive control and authority to select defense attorneys and defend and/or settle the Claim; and (iii) cooperating with the indemnifying Party, at the indemnifying Party’s expense, in connection with the defense and/or settlement.
11.3 Procedures. The indemnifying Party’s obligations under this Section 11 are conditioned on the indemnified Party (i) promptly notifying the indemnifying Party of the threat or notice of the Claim; (ii) giving the indemnifying Party sole and exclusive control and authority to select defense attorneys and defend and/or settle the Claim; and (iii) cooperating with the indemnifying Party, at the indemnifying Party’s expense, in connection with the defense and/or settlement.
12. Limitation of Liability
12. Limitation of Liability
12.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF REPLACEMENT, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, OR FOR ANY OTHER DAMAGES, COSTS, LOSSES, OR EXPENSES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE.
12.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF REPLACEMENT, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, OR FOR ANY OTHER DAMAGES, COSTS, LOSSES, OR EXPENSES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE.
12.2 Cap. NEITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF THIS TOS WILL EXCEED THE AGGREGATE FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH CLAIM.
12.2 Cap. NEITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF THIS TOS WILL EXCEED THE AGGREGATE FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH CLAIM.
12.3 Carve-Outs. Notwithstanding Sections 12.1 and 12.2, nothing in this TOS will limit or exclude either Party’s liability for (i) gross negligence, fraud, or intentional misconduct; (ii) a Party’s indemnification obligations under Section 11; (iii) Customer’s payment obligations under Section 3 or 4; (iv) Customer’s violation of Section 5.3 (including prohibited or unauthorized use) or the AUP; or (v) any other matter for which liability cannot be excluded by law.
12.3 Carve-Outs. Notwithstanding Sections 12.1 and 12.2, nothing in this TOS will limit or exclude either Party’s liability for (i) gross negligence, fraud, or intentional misconduct; (ii) a Party’s indemnification obligations under Section 11; (iii) Customer’s payment obligations under Section 3 or 4; (iv) Customer’s violation of Section 5.3 (including prohibited or unauthorized use) or the AUP; or (v) any other matter for which liability cannot be excluded by law.
13. Miscellaneous
13. Miscellaneous
13.1 Entire Agreement; Order of Precedence. This TOS, the AUP, and any active Order Forms constitute the entire agreement between SaaSAudit and Customer regarding the subject matter and supersede all prior agreements and understandings. In the event of any inconsistency or conflict between this TOS, the AUP, and an Order Form, the Order Form controls.
13.1 Entire Agreement; Order of Precedence. This TOS, the AUP, and any active Order Forms constitute the entire agreement between SaaSAudit and Customer regarding the subject matter and supersede all prior agreements and understandings. In the event of any inconsistency or conflict between this TOS, the AUP, and an Order Form, the Order Form controls.
13.2 Assignment. Neither Party may assign this TOS without the other Party’s prior written consent, except that either Party may assign this TOS without consent in connection with any merger, change of control, or sale of all or substantially all of its assets; provided that (1) the other Party is provided notice of such assignment and (2) any successor agrees in writing to fulfill the assigning Party’s obligations pursuant to this TOS. Subject to the foregoing, this TOS will be fully binding upon, inure to the benefit of, and be enforceable by the Parties and their successors and permitted assigns.
13.2 Assignment. Neither Party may assign this TOS without the other Party’s prior written consent, except that either Party may assign this TOS without consent in connection with any merger, change of control, or sale of all or substantially all of its assets; provided that (1) the other Party is provided notice of such assignment and (2) any successor agrees in writing to fulfill the assigning Party’s obligations pursuant to this TOS. Subject to the foregoing, this TOS will be fully binding upon, inure to the benefit of, and be enforceable by the Parties and their successors and permitted assigns.
13.3 Severability. If any provision of this TOS is held by a court of competent jurisdiction to be unenforceable, such provision will be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions will remain in effect.
13.3 Severability. If any provision of this TOS is held by a court of competent jurisdiction to be unenforceable, such provision will be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions will remain in effect.
13.4 Relationship of the Parties; Third-Party Beneficiaries. The Parties are independent contractors. This TOS does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. There are no third-party beneficiaries under this TOS except as expressly stated herein.
13.4 Relationship of the Parties; Third-Party Beneficiaries. The Parties are independent contractors. This TOS does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. There are no third-party beneficiaries under this TOS except as expressly stated herein.
13.5 Notices. All notices provided by SaaSAudit to Customer under this TOS may be delivered in writing by email to the email address provided for Customer’s account owner. Customer must give notice to SaaSAudit by email to legal@saasaudit.ai. All notices are deemed to have been given immediately upon delivery by email.
13.5 Notices. All notices provided by SaaSAudit to Customer under this TOS may be delivered in writing by email to the email address provided for Customer’s account owner. Customer must give notice to SaaSAudit by email to legal@saasaudit.ai. All notices are deemed to have been given immediately upon delivery by email.
13.6 Governing Law, Jurisdiction, Venue. This TOS will be governed by the laws of the Commonwealth of Massachusetts, without reference to conflict of laws principles. Disputes not subject to Section 13.7 (Dispute Resolution) or if the dispute resolution process is found to be illegal or unenforceable shall be resolved in a court of general jurisdiction in Boston, Massachusetts, and the Parties agree to submit to the exclusive personal jurisdiction and venue of such courts.
13.6 Governing Law, Jurisdiction, Venue. This TOS will be governed by the laws of the Commonwealth of Massachusetts, without reference to conflict of laws principles. Disputes not subject to Section 13.7 (Dispute Resolution) or if the dispute resolution process is found to be illegal or unenforceable shall be resolved in a court of general jurisdiction in Boston, Massachusetts, and the Parties agree to submit to the exclusive personal jurisdiction and venue of such courts.
13.7 Dispute Resolution.
Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy, or claim related to this TOS, the AUP, or an Order Form (each a “Dispute” and collectively, “Disputes”) brought by either Party, the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
Binding Arbitration. If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. With this provision in place, the Parties understand they are giving up the right to a jury trial. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Boston, Massachusetts. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
Exceptions to Informal Negotiations and Arbitration. The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations or binding arbitration: (a) Disputes seeking to enforce or protect, or concerning the validity of, any Intellectual Property Rights of a Party; (b) any Dispute related to, or arising from, allegations of prohibited or unauthorized use of the Services; and (c) any claim for injunctive relief.
13.7 Dispute Resolution.
Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy, or claim related to this TOS, the AUP, or an Order Form (each a “Dispute” and collectively, “Disputes”) brought by either Party, the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
Binding Arbitration. If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. With this provision in place, the Parties understand they are giving up the right to a jury trial. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Boston, Massachusetts. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
Exceptions to Informal Negotiations and Arbitration. The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations or binding arbitration: (a) Disputes seeking to enforce or protect, or concerning the validity of, any Intellectual Property Rights of a Party; (b) any Dispute related to, or arising from, allegations of prohibited or unauthorized use of the Services; and (c) any claim for injunctive relief.
13.8 Export Compliance. The Services that SaaSAudit may provide or make available to Customer are subject to U.S. export control and economic sanctions laws as administered and enforced by the Office of Foreign Assets and Control of the United States Department of Treasury. Customer will not access or use the Services if Customer or any Users are located in any jurisdiction in which the provision of the Services, software, or other components is prohibited under U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and Customer will not provide access to the Services to any government, entity, or individual located in any Prohibited Jurisdiction. Customer represents and warrants that (a) it is not named on any U.S. government list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) it is not a national of, or a company registered in, any Prohibited Jurisdiction; (c) it will not permit any individuals under its control to access or use the Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) it will comply with all applicable laws regarding the transmission of technical data exported from the United States and the countries in which it and Users are located.
13.8 Export Compliance. The Services that SaaSAudit may provide or make available to Customer are subject to U.S. export control and economic sanctions laws as administered and enforced by the Office of Foreign Assets and Control of the United States Department of Treasury. Customer will not access or use the Services if Customer or any Users are located in any jurisdiction in which the provision of the Services, software, or other components is prohibited under U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and Customer will not provide access to the Services to any government, entity, or individual located in any Prohibited Jurisdiction. Customer represents and warrants that (a) it is not named on any U.S. government list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) it is not a national of, or a company registered in, any Prohibited Jurisdiction; (c) it will not permit any individuals under its control to access or use the Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) it will comply with all applicable laws regarding the transmission of technical data exported from the United States and the countries in which it and Users are located.
13.9 Anti-Corruption. Customer represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of SaaSAudit’s employees or agents in connection with this TOS. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify SaaSAudit.
13.9 Anti-Corruption. Customer represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of SaaSAudit’s employees or agents in connection with this TOS. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify SaaSAudit.
13.10 Third Party Products and Services.
Third Party Products. Customer may enable integrations between the Services and Third Party Products. Customer acknowledges and agrees that SaaSAudit makes no representations, warranties or covenants regarding such Third Party Products. Customer hereby waives any claim against SaaSAudit with respect to Customer’s enablement of, access to, or use of such Third Party Products in connection with the Services.
Third Party Services. If an Order Form contemplates Customer obtaining third party attestation or testing services (for example, an audit or penetration testing services) (collectively, “Third Party Services”), or Customer purchases SaaSAudit SOC 2 In-a-Box offering which bundles Third Party Services with the Services, Customer acknowledges and agrees that such Third Party Services will be performed by independent third parties and not by SaaSAudit. Customer acknowledges and agrees that SaaSAudit makes no representations, warranties or covenants with respect to such Third Party Services.
13.10 Third Party Products and Services.
Third Party Products. Customer may enable integrations between the Services and Third Party Products. Customer acknowledges and agrees that SaaSAudit makes no representations, warranties or covenants regarding such Third Party Products. Customer hereby waives any claim against SaaSAudit with respect to Customer’s enablement of, access to, or use of such Third Party Products in connection with the Services.
Third Party Services. If an Order Form contemplates Customer obtaining third party attestation or testing services (for example, an audit or penetration testing services) (collectively, “Third Party Services”), or Customer purchases SaaSAudit SOC 2 In-a-Box offering which bundles Third Party Services with the Services, Customer acknowledges and agrees that such Third Party Services will be performed by independent third parties and not by SaaSAudit. Customer acknowledges and agrees that SaaSAudit makes no representations, warranties or covenants with respect to such Third Party Services.
13.11 Amendment. SaaSAudit may modify any part or all of this TOS by posting a revised version at https://saasaudit.ai/legal/terms-of-service-policy. The revised version will become effective and binding the next business day after it is posted.
13.11 Amendment. SaaSAudit may modify any part or all of this TOS by posting a revised version at https://saasaudit.ai/legal/terms-of-service-policy. The revised version will become effective and binding the next business day after it is posted.
13.12 Force Majeure. Except with respect to Customer’s payment obligations, neither Party will be liable for, or considered in breach or default under this TOS, the AUP, or any Order Form as a result of any cause or condition beyond such Party’s reasonable control.
13.12 Force Majeure. Except with respect to Customer’s payment obligations, neither Party will be liable for, or considered in breach or default under this TOS, the AUP, or any Order Form as a result of any cause or condition beyond such Party’s reasonable control.
13.13 Waiver. Neither Party’s failure to enforce at any time any provision of this TOS constitutes a waiver of that provision or of any other provision of this TOS.
13.13 Waiver. Neither Party’s failure to enforce at any time any provision of this TOS constitutes a waiver of that provision or of any other provision of this TOS.
13.14 Survival. The following sections will survive the expiration or termination of this TOS: Definitions; Fees; Prohibited and Unauthorized Use; Termination for Cause; Suspension for Non-Payment; Effect of Termination or Expiration; Intellectual Property; Confidentiality; Publicity; Indemnification; Disclaimers; Limitations of Liability; and Miscellaneous.
13.14 Survival. The following sections will survive the expiration or termination of this TOS: Definitions; Fees; Prohibited and Unauthorized Use; Termination for Cause; Suspension for Non-Payment; Effect of Termination or Expiration; Intellectual Property; Confidentiality; Publicity; Indemnification; Disclaimers; Limitations of Liability; and Miscellaneous.
Seamless Integrations
Seamless Integrations
