These Terms of Service are a binding contract between you and Saaslivery. They govern your access to and use of our workspaces, apps, marketplace, websites, and related services. Please read them carefully, including the sections on limitation of liability and on binding arbitration and class-action waiver, which affect your legal rights.
1. Agreement to These Terms
These Terms of Service (the “Terms”) form a legally binding agreement between you and Cloudcamp Co., a corporation organized under the laws of the State of Delaware, United States (“Saaslivery,” “we,” “us,” or “our”). The Saaslivery platform is operated by Cloudcamp Co. together with its subsidiary Microcessor, registered at 5 Lungi Street, Nigeria, which provides the Service in the African market. They govern your access to and use of the Saaslivery platform, including the websites at saaslivery.com and account.saaslivery.com, the API at api.saaslivery.com, the marketplace at apps.saaslivery.com, the real-time media services at rtc.saaslivery.com, each workspace hosted at a [workspace].saaslivery.com address, and all related software, applications, content, and services we provide (collectively, the “Service”).
Saaslivery is a multi-tenant business software platform: an ecosystem of small, interconnected productivity apps that live inside a single shared workspace and communicate with one another. Our purpose is to replace sprawling software suites with modular utilities that work well alone and better together. The apps cover categories such as communication, collaboration, files and documents, customer and contact management, finance, scheduling, human resources, and more, alongside a marketplace of third-party apps.
By creating an account, accessing a workspace, clicking to accept these Terms, or otherwise using the Service, you agree to be bound by these Terms. If you do not agree, you must not access or use the Service.
If you are entering into these Terms on behalf of a company, organization, or other legal entity (a “Customer”), you represent and warrant that you have the authority to bind that entity, and references to “you” will refer both to you individually and to that entity. Where a Customer organization establishes a Workspace, that Customer is the contracting party with respect to the Workspace and the Customer Content within it, and these Terms apply together with any order form or written agreement executed between Saaslivery and that Customer. In the event of a conflict, a signed order form or master agreement prevails over these Terms for that Customer.
These Terms incorporate by reference our Privacy Policy, the Acceptable Use Policy in Section 7, and any developer terms we make available for the marketplace. Where applicable data protection law requires a data processing agreement governing Customer Content, we will make a data processing addendum (a “DPA”) available to business Customers on request to hello@saaslivery.com, as described in Section 10; once executed, that DPA forms part of these Terms with respect to that Customer.
2. Definitions
In these Terms, capitalized terms have the meanings given below.
- Account means the global identity you register with Saaslivery, identified by a unique email address, that lets you sign in and join one or more Workspaces.
- Affiliate means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where “control” means ownership of more than 50% of the voting interests of the entity or the power to direct its management.
- App means any modular application made available within the Service, whether built by Saaslivery (a “Core App”) or by a third-party developer and listed in the Marketplace (a “Third-Party App”).
- Authorized User means an individual whom a Customer permits to access and use a Workspace under that Customer’s subscription, including owners, admins, and members.
- Customer means the company, organization, or other legal entity (or, where applicable, the individual) that establishes a Workspace and is responsible for it.
- Customer Content or Content means all data, text, files, documents, messages, attachments, records, media, and other materials that a Customer or its Authorized Users create, upload, submit, store, send, or receive through the Service, including chat messages, files and documents, tasks, customer and contact records, deals, finance documents, table data, calendar and leave entries, feed posts, and call or room media and metadata.
- Marketplace means the catalogue at apps.saaslivery.com through which Third-Party Apps are published, discovered, and installed into Workspaces.
- Order means a subscription selection, plan, bundle, or order form through which a Customer subscribes to paid features of the Service.
- Subscription means a Customer’s paid or free entitlement to use specified Apps, bundles, seats, or usage for a stated billing interval.
- Workspace means a tenant of the Service, hosted at a unique [workspace].saaslivery.com address, within which a Customer’s Authorized Users collaborate and Customer Content is stored. Each Workspace is logically isolated from every other Workspace.
3. Eligibility & Accounts
3.1 Eligibility
You must be at least 16 years old to create an Account or use the Service. By using the Service, you represent that you meet this requirement, that you have the legal capacity to enter into these Terms, and that you are not barred from using the Service under the laws of any applicable jurisdiction, including export-control and sanctions laws. The Service is intended for business and organizational use; it is not directed to children.
3.2 Account registration
To use most features you must register an Account and provide accurate, current, and complete information, including a valid email address. You agree to keep your information up to date. We may refuse, suspend, or cancel an Account that contains information we reasonably believe to be false, outdated, or in breach of these Terms.
3.3 Credential security
You are responsible for safeguarding your login credentials and for all activity that occurs under your Account. Passwords are stored only as a salted one-way hash; we never store them in readable form, and we will never ask you to share your password. You must notify us promptly at hello@saaslivery.com if you suspect any unauthorized access to or use of your Account. We are not liable for any loss or damage arising from your failure to protect your credentials.
3.4 Responsibility for Authorized Users
A Customer is responsible for the acts and omissions of its Authorized Users in connection with the Service as if they were the Customer’s own, including ensuring that each Authorized User complies with these Terms and the Acceptable Use Policy. The Customer is responsible for managing its Authorized Users’ access, for promptly deactivating access when an individual no longer needs it, and for any use or misuse of credentials issued under its Workspace.
4. Workspaces & Roles
4.1 Workspace control
Each Workspace is controlled by the Customer that established it. The Customer determines who may join the Workspace, which Apps are installed, how data is configured and shared within the Workspace, and the roles and permissions assigned to Authorized Users. We provide the infrastructure and tools; the Customer decides how the Workspace is used.
4.2 Roles
Authorized Users hold one of the following roles, which determine their capabilities within a Workspace:
- Owner — has full control over the Workspace, including billing, subscription management, App installation, and the ability to add, remove, or change the roles of other members, and to delete the Workspace.
- Admin — manages members, settings, and Apps within the scope granted by the owner, but does not necessarily control billing or Workspace deletion.
- Member — participates in the Workspace and uses the Apps according to the access granted to them.
4.3 Relationship between the organization and its users
Where a Customer is an organization, the organization — not the individual Authorized User — owns and controls the Workspace and its Customer Content, and is responsible for it. Owners and admins may, to the extent the law permits and consistent with our Privacy Policy and any applicable DPA, access, monitor, retain, export, restrict, or delete Customer Content and Authorized User activity within the Workspace, add or remove members, and assume control of accounts created under the Workspace.
If you are an Authorized User accessing a Workspace controlled by an organization, you acknowledge that the organization controls that Workspace, that your use is also subject to the organization’s own policies, and that requests to access, correct, or delete Content within the Workspace should be directed to your Workspace owner or admin (the controller), not to Saaslivery. We will assist the controlling Customer in responding to such requests as described in our Privacy Policy and any applicable DPA.
5. Subscriptions, Free Tier, Trials & Billing
5.1 Free tier
The first 5 users in a Workspace are free on every App and bundle. You may use the Service within these allowances at no charge, subject to these Terms. We may change the free tier prospectively on notice.
5.2 Free trials
New paid features may be offered with a 14-day free trial. Unless you cancel before the trial ends, the feature will convert to a paid Subscription and you will be charged at the applicable rate. We may modify or discontinue trials at any time, and we may limit eligibility to prevent abuse.
5.3 Pricing
Paid Subscriptions are charged on a usage-based or bundle basis, as selected in your Order. Usage-based charges may include, among others, a per-seat charge, per-minute charges for calls, per-message charges for mail, per-document charges for signatures, per-gigabyte charges for storage, or a flat fee for certain features. Apps may also be combined into discounted bundles, and discounts may apply to annual billing. The pricing applicable to your Subscription is the pricing presented at the point of purchase or in your Order, as shown on our pricing page; in the event of any conflict, the pricing in your Order controls.
5.4 Payment processing
Payments are processed by our payment provider, Flutterwave. By providing payment information, you authorize us and Flutterwave to charge the applicable fees, taxes, and recurring amounts to your selected payment method. We store only tokenized references to your payment method (such as a payment-method token, a customer identifier, your card brand, the last four digits, and the expiry month and year). We do not store full card numbers. Your use of Flutterwave is also subject to Flutterwave’s own terms.
5.5 Billing cycle and auto-renewal
Subscriptions are billed in advance on a monthly or annual basis, depending on your selection, and renew automatically at the end of each billing interval at the then-current rate unless cancelled before the renewal date. You may turn off auto-renewal or cancel at any time from your Workspace billing settings, in the same place and with no more steps than were required to subscribe; cancellation takes effect at the end of the then-current interval. Where required by law, including for annual Subscriptions and for individuals subscribing as consumers, we will send a clear reminder notice to the email associated with your Account a reasonable time before each automatic renewal, stating the renewal date, the amount that will be charged, and how to cancel.
The Service is intended for business and organizational use. Where an individual subscribes other than for the purposes of a trade, business, or profession, that individual is a consumer, and nothing in these Terms limits any mandatory rights that consumer has under the law of their country of residence, including any statutory cancellation, withdrawal, or refund rights.
5.6 Proration, seat changes, and refunds
If you add seats during a billing interval, the additional seats are prorated for the remainder of that interval. If you remove seats during a billing interval, the change takes effect at the next renewal and we do not provide refunds or credits for seats removed mid-term. Except where required by law or expressly stated in these Terms, all fees are non-refundable and there are no refunds or credits for partial periods, unused features, or content not used.
5.7 Failed payments and suspension
If a charge fails, we will attempt to notify you and to re-attempt the charge over a series of retries. You will have a grace period of 14 days from the first failed charge to update your payment method and bring the account current. If payment is not received within the grace period, we may suspend access to paid features or to the Workspace until the amount due is paid; suspension means loss of access, not deletion of your Customer Content. Suspension does not relieve you of the obligation to pay amounts owed. If the account remains unpaid, termination of the Subscription and any deletion of Customer Content follow the separate, longer timelines and export window described in Section 12.
5.8 Taxes
Fees are exclusive of taxes. You are responsible for all applicable sales, use, value-added, goods-and-services, withholding, and similar taxes, levies, and duties, other than taxes on our net income. If we are required to collect or pay such taxes, they will be added to the amounts charged to you.
5.9 Price changes
We may change our prices and the structure of our fees. For changes that increase the fees for your current Subscription, we will provide reasonable advance notice (at least 30 days), and the change will take effect on your next renewal. If you do not agree to a price change, you may cancel your Subscription before it takes effect; continued use after the effective date constitutes acceptance.
6. Customer Content & Ownership
6.1 Ownership of Customer Content
As between you and Saaslivery, the Customer and its Authorized Users own all right, title, and interest in and to their Customer Content. We do not claim ownership of Customer Content, and we will not sell it or use it for advertising.
6.2 Licence to operate the Service
You grant Saaslivery a worldwide, non-exclusive, royalty-free licence to host, store, copy, process, transmit, and display Customer Content solely as necessary to provide, secure, and maintain the Service for you, to enable features such as cross-app communication via our event bus, to prevent or address technical or security problems, and to comply with the law or a valid legal request. This licence exists only for as long as you use the Service and is limited to these purposes.
We do not use Customer Content to train generative artificial intelligence or machine-learning models, except where the data has been aggregated and de-identified so that it no longer identifies you, your Authorized Users, or any individual, or where you instruct us to do so. We may use aggregated and de-identified data to operate, analyze, and improve the Service.
6.3 Your responsibility for Content
You are solely responsible for your Customer Content, for the accuracy and legality of that Content, and for ensuring you have all rights, consents, and a valid lawful basis necessary to upload it to the Service and to authorize the processing described in these Terms and our Privacy Policy. You must not submit Content that you do not have the right to submit or that violates the Acceptable Use Policy or any law or third-party right.
6.4 Backups and export
While we maintain reasonable backups of the Service as part of our operations, you are responsible for maintaining your own copies of Content that is important to you. The Service provides tools that allow you to export your Customer Content in commonly used formats. Following termination, we provide a defined window to export Content as described in Section 12.
7. Acceptable Use Policy
You agree not to, and not to permit any Authorized User or third party to, do any of the following in connection with the Service:
- Use the Service for any unlawful purpose, or to store, transmit, or make available any content that is illegal, infringing, defamatory, obscene, or that violates the rights of others, including intellectual property, privacy, or publicity rights.
- Upload, transmit, or distribute viruses, worms, ransomware, or other malicious code, or any material designed to interfere with, disable, or impair the Service or any user’s device.
- Harass, threaten, defame, abuse, stalk, or harm any person, or engage in hate speech or content promoting violence or discrimination.
- Probe, scan, or test the vulnerability of the Service or any related system or network, or breach, attempt to breach, or circumvent any security or authentication measure, or access data, an Account, or a Workspace that you are not authorized to access.
- Use any automated means, robot, spider, or scraper to access, harvest, or extract data from the Service except through interfaces and rate limits we expressly authorize.
- Overload, flood, or otherwise place an unreasonable or disproportionate load on the Service, or interfere with its proper operation, or attempt to exceed published usage limits to gain an unfair advantage.
- Resell, sublicense, rent, lease, time-share, or otherwise make the Service available to third parties except as expressly authorized in writing by Saaslivery, or use the Service to build or assist in building a competing product.
- Reverse engineer, decompile, or disassemble any part of the Service, or attempt to derive its source code, except to the extent such restriction is prohibited by applicable law.
- Send unsolicited bulk or commercial communications (spam), engage in phishing, or impersonate any person or entity, or misrepresent your affiliation with any person or entity.
- Remove, obscure, or alter any proprietary notices, or use the Service in any manner that could damage, disable, or impair our infrastructure or reputation.
We may investigate suspected violations of this Acceptable Use Policy and may remove or disable access to offending content, and suspend or terminate access, as described in Section 12. We may report activity that we reasonably believe to be unlawful to appropriate authorities.
8. Marketplace & Third-Party Apps
8.1 Third-Party Apps
The Marketplace lets third-party developers publish Apps that you may install into your Workspace. Third-Party Apps are not operated or controlled by Saaslivery. Your use of a Third-Party App is governed by that developer’s own terms and privacy practices, which are between you and the developer. You should review them before installing.
8.2 Data sharing with installed Apps
When an owner or admin installs a Third-Party App into a Workspace, the App may access, receive, and process the Customer Content and data made available to it, at the direction and discretion of the Workspace. By installing an App, the Workspace authorizes that data sharing. Where the Customer is the controller of personal data within Customer Content, deciding which Third-Party Apps to install, and therefore which developers may process that personal data, is the Customer’s responsibility; the developer acts as the Customer’s sub-processor or as an independent controller, as applicable. We require developers, through the developer terms, to commit to appropriate data-protection obligations for the Customer Content they process, and any applicable DPA gives Customers notice of, and the ability to object to, the use of such sub-processors. Saaslivery is not responsible for a developer’s use of data once it has been shared with the App at the Workspace’s direction.
8.3 Developer revenue share
Developers who publish Apps in the Marketplace earn 80% of the revenue their Apps generate through the Service; Saaslivery retains 20%. Specific developer payment, tax, and program terms are set out in any developer terms we make available for the marketplace.
8.4 No warranty and no liability for Third-Party Apps
Third-Party Apps are provided “as is” and without warranty of any kind from Saaslivery. We do not endorse and are not responsible for the content, conduct, accuracy, security, availability, or practices of any Third-Party App or developer, and we disclaim all liability arising from your use of Third-Party Apps to the fullest extent permitted by law. Any dispute regarding a Third-Party App is between you and the developer.
9. Intellectual Property
9.1 Our ownership
The Service, including the platform, software, design, user interfaces, documentation, and the “Saaslivery” name, logos, and other trademarks and brand features, is owned by Saaslivery and its licensors and is protected by intellectual property and other laws. Except for the limited rights expressly granted to you in these Terms, we reserve all right, title, and interest in and to the Service.
9.2 Limited licence to you
Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service for your internal business purposes during the term of your Subscription. This licence terminates when your right to use the Service ends.
9.3 Feedback
If you provide suggestions, ideas, or other feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use and incorporate that feedback into the Service without restriction or obligation to you. You are not required to provide feedback.
9.4 Our IP infringement indemnity
We will defend you against any third-party claim alleging that your authorized use of the Service, as provided by us and used in accordance with these Terms, infringes or misappropriates that third party’s intellectual property rights, and we will pay the damages and reasonable costs finally awarded against you, or agreed in settlement, for such a claim. This obligation does not apply to, and we have no liability for, any claim arising from: (a) Customer Content; (b) any Third-Party App; (c) your modification of the Service or use of the Service other than in accordance with these Terms; (d) the combination of the Service with products, services, or data not provided by us, where the claim would not have arisen but for the combination; or (e) your continued use of an allegedly infringing version after we have made a non-infringing version available.
If the Service becomes, or in our reasonable opinion is likely to become, the subject of an infringement claim, we may at our option and expense: (i) procure for you the right to continue using the Service; (ii) modify or replace the affected part of the Service so that it is non-infringing while remaining materially equivalent in function; or (iii) if neither option is commercially reasonable, terminate the affected Subscription and refund any prepaid fees for the unused portion of the term. This Section states our entire liability, and your sole and exclusive remedy, for any claim that the Service infringes or misappropriates third-party intellectual property rights.
10. Privacy & Data Protection
Our collection and use of personal information is described in our Privacy Policy, which is incorporated into these Terms. Please review it to understand our practices.
For the public website, Account registration, and billing data, Saaslivery acts as a data controller. For Customer Content created within a Workspace, the Customer organization is the controller and Saaslivery acts as a processor. In that capacity we will: process Customer Content only on the Customer’s documented instructions, including these Terms and any Order; ensure that personnel authorized to process Customer Content are bound by confidentiality; implement appropriate technical and organizational security measures; engage sub-processors only under a written contract imposing equivalent data-protection obligations; assist the Customer, taking into account the nature of the processing, with data-subject requests and with its security, breach-notification, and impact-assessment obligations; and, at the Customer’s choice, delete or return Customer Content at the end of the engagement, subject to the export and deletion window in Section 12 and our legal retention obligations. These commitments reflect the processor obligations under Article 28 of the EU General Data Protection Regulation and equivalent provisions of the UK GDPR and US state privacy laws such as the CCPA/CPRA.
Where applicable data protection law requires a separate data processing agreement, we will make a data processing addendum (a “DPA”) available to business Customers on request to hello@saaslivery.com; once executed, that DPA forms part of these Terms and governs in the event of any conflict with this Section for the processing of Customer Content. Individual end users who wish to exercise rights over Content held in a Workspace should contact their Workspace administrator (the controller); we assist the controller as required.
We maintain technical and organizational measures designed to protect personal data, including encryption of data in transit and at rest, one-way hashing of passwords, strict per-Workspace data isolation enforced on every request and query, tokenized payment handling, role-based access control, and continuous monitoring. No method of transmission or storage is completely secure, and we cannot guarantee absolute security.
11. Availability, Modifications & Beta Features
11.1 Availability
We strive to keep the Service available and performing well, but we do not guarantee uninterrupted or error-free operation. The Service may be unavailable from time to time for maintenance, updates, or reasons beyond our control. We do not provide a uptime commitment or service credits by default. Specific availability commitments, such as an uptime target and service credits as your sole and exclusive remedy for failing to meet it, apply only where they are expressly set out in a separate service level agreement referenced in your Order, which is generally offered only with enterprise Subscriptions. Absent such an agreement, the Service is provided without any availability commitment, subject to the disclaimers in Section 13 and the limitations in Section 14.
11.2 Modifications to the Service
We continually improve the Service and may add, change, or remove features and Apps. We will provide reasonable notice of material changes that adversely and substantially affect a paid feature you rely on. We may also discontinue an App or feature; where we do so for a paid feature, we will give reasonable notice and, where appropriate, options to export affected Content.
11.3 Beta and early-access features
We may offer features identified as beta, preview, early-access, or experimental (“Beta Features”). Beta Features are provided “as is,” may be incomplete or unstable, may change or be withdrawn at any time, and are excluded from any availability or support commitments. Use of Beta Features is at your own risk, and we disclaim all warranties and liability relating to them to the fullest extent permitted by law.
12. Suspension & Termination
12.1 Termination by you
You may stop using the Service at any time and may cancel a Subscription from your Workspace billing settings. Cancellation stops future renewals; it does not entitle you to a refund of fees already paid except as required by law or expressly provided in these Terms. An owner may delete a Workspace, which will result in deletion of its Content subject to the export window below.
12.2 Suspension or termination by us
We may suspend or terminate your access to all or part of the Service, with or without notice depending on the circumstances, if: (a) you materially breach these Terms, including the Acceptable Use Policy, and do not cure the breach within a reasonable time after notice where the breach is curable; (b) you fail to pay fees when due and the grace period in Section 5.7 has elapsed; (c) we reasonably believe your use poses a security, legal, or operational risk to the Service, to us, or to others; or (d) we are required to do so by law. Where practicable and lawful, we will give notice before suspending or terminating.
12.3 Effect of termination
On termination, your right to access and use the Service ends, and any licences granted to you terminate. Termination does not relieve you of amounts owed for the period before termination. Provisions that by their nature should survive termination — including ownership, fees accrued, disclaimers, limitation of liability, indemnification, and dispute resolution — will survive.
12.4 Data export and deletion window
Unless prohibited by law, we will make Customer Content available for export for a period of 30 days following termination or cancellation, regardless of the reason for termination. Where your account was terminated for a serious breach of the Acceptable Use Policy, we may withhold from export only the specific Content that is the subject of that breach (for example, unlawful or infringing material) or that we are legally prohibited from returning, and will still make the remainder of your Customer Content available for export during that window. After the export window, we will delete or de-identify Customer Content within a commercially reasonable time, except for copies retained in routine backups (which are deleted on our normal cycle) or as required to comply with legal obligations. Deletion handling is further described in our Privacy Policy and any applicable DPA.
13. Disclaimers of Warranties
To the fullest extent permitted by applicable law, the Service is provided “as is” and “as available,” with all faults and without warranty of any kind. We and our suppliers and licensors disclaim all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising from course of dealing or usage of trade.
We do not warrant that the Service will be uninterrupted, secure, timely, error-free, or free of harmful components, that defects will be corrected, or that the Service will meet your requirements or produce any particular results. Any content or material obtained through the Service is accessed at your own discretion and risk. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.
14. Limitation of Liability
To the fullest extent permitted by applicable law, in no event will Saaslivery or its affiliates, suppliers, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, data, or business opportunity, or for the cost of substitute services, arising out of or related to these Terms or the Service, whether based in contract, tort (including negligence), strict liability, or any other theory, and whether or not we have been advised of the possibility of such damages.
To the fullest extent permitted by applicable law, our and our affiliates’ total aggregate liability arising out of or related to these Terms or the Service will not exceed the total amount you actually paid to Saaslivery for the Service during the 12 months immediately preceding the event giving rise to the liability (or, if you have paid nothing, US$100).
The exclusion of damages in the first paragraph of this Section and the monetary cap in the second paragraph do not apply to: (a) either party’s indemnification obligations under these Terms; (b) your obligation to pay fees and other amounts owed for the Service; (c) your breach of the Acceptable Use Policy; (d) either party’s infringement or misappropriation of the other party’s intellectual property rights; or (e) either party’s breach of its confidentiality obligations. These carve-outs apply equally to both parties.
These limitations apply to the maximum extent permitted by law. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.
15. Indemnification
To the fullest extent permitted by applicable law, you will defend, indemnify, and hold harmless Saaslivery and its affiliates, and their respective officers, directors, employees, and agents, from and against any third-party claims, demands, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) your Customer Content or the use, storage, or transmission of it; (b) your or your Authorized Users’ use of the Service, including any violation of these Terms or the Acceptable Use Policy; (c) your violation of any law or any third-party right; or (d) your installation or use of, or data shared with, any Third-Party App. We will notify you of any such claim, allow you to control its defense (provided any settlement that imposes obligations on us requires our consent), and reasonably cooperate at your expense.
16. Governing Law & Dispute Resolution
16.1 Governing law
These Terms and any dispute arising out of or related to them or the Service are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA).
16.2 Informal resolution first
Before bringing a formal dispute, you agree to first contact us at hello@saaslivery.com and to work with us in good faith to resolve the matter informally for at least 30 days after written notice describing the dispute. Most concerns can be resolved this way.
16.3 Binding individual arbitration
If a dispute is not resolved informally, you and Saaslivery agree that the dispute will be resolved exclusively by final and binding individual arbitration, rather than in court, except as stated below. The arbitration will be administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules (or, where you use the Service as a consumer, its Consumer Arbitration Rules), as modified by this Section. The AAA rules are available at adr.org. The arbitration will be conducted in English, and the seat and legal place of arbitration will be Wilmington, Delaware, United States. The arbitration may proceed by written submissions, telephone, or video where the amount in dispute permits, and an in-person hearing, if any, will be held in the county of your billing address or another mutually agreed location. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive or other equitable relief in court to protect its intellectual property or confidential information pending arbitration.
The arbitrator, and not any court, has exclusive authority to resolve any dispute about the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or part of it is void or voidable, except that a court has exclusive authority to decide disputes about the scope and enforceability of the class-action waiver in Section 16.4.
Payment of all filing, administration, and arbitrator fees will be governed by the applicable AAA rules. Where you are a consumer and the AAA Consumer Arbitration Rules apply, Saaslivery will pay the portion of those fees that exceeds the cost of filing a comparable claim in court, except that each party remains responsible for its own attorneys’ fees unless the applicable law or the arbitrator’s award provides otherwise. If 25 or more similar claims are asserted against Saaslivery by or with the assistance of the same or coordinated counsel, the claims will be administered in staged batches of no more than 50 claims at a time, with a single arbitrator and a single set of filing fees per batch, and the resolution of each batch may be used to inform the resolution of later batches.
16.4 Class-action waiver
You and Saaslivery agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding. If this class-action waiver is held to be unenforceable as to a particular claim or request for relief, then that claim or request for relief, and only that claim or request for relief, will be severed from the arbitration and brought in a court of competent jurisdiction under Section 16.7, while all other claims will continue to be resolved in arbitration. This class-action waiver may not otherwise be severed from the agreement to arbitrate.
16.5 30-day opt-out
You may opt out of the arbitration and class-action waiver provisions in Sections 16.3 and 16.4 by sending written notice of your decision to opt out to hello@saaslivery.com within 30 days after the date you first become subject to this arbitration provision. The notice must include your name, the Account or Workspace involved, and a clear statement that you wish to opt out of arbitration. If we later materially amend the arbitration or class-action waiver provisions for existing users, we will provide a renewed 30-day opt-out window running from the date the amended provisions become applicable to you. If you opt out, the remaining sections of these Terms, including Section 16.7, continue to apply.
16.6 Small-claims carve-out
Notwithstanding the agreement to arbitrate, either party may bring an individual claim in a small-claims court of competent jurisdiction if the claim qualifies and remains in that court on an individual (non-class) basis.
16.7 Venue for non-arbitrable disputes
For any dispute not subject to arbitration, you and Saaslivery submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, USA, and waive any objection to venue in those courts. Nothing in this Section limits any mandatory consumer-protection or data-protection rights you may have under the laws of your country of residence.
17. Changes to These Terms
We may update these Terms from time to time. If we make material changes, we will provide reasonable notice before they take effect, for example by posting the updated Terms with a new “Last updated” date, by notice within the Service, or by email to the address associated with your Account. Changes are effective on the date indicated. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree to the changes, you must stop using the Service and may cancel your Subscription.
18. Miscellaneous
18.1 Assignment
You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. We may assign these Terms, in whole or in part, including in connection with a merger, acquisition, reorganization, or sale of assets. Any attempted assignment in breach of this section is void.
18.2 Severability
If any provision of these Terms is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will continue in full force and effect.
18.3 Waiver
Our failure to enforce any provision of these Terms is not a waiver of that provision or of our right to enforce it later. Any waiver must be in writing to be effective.
18.4 Entire agreement
These Terms, together with the Privacy Policy, the Acceptable Use Policy, any DPA and any developer terms we make available, and any Order or written agreement between you and Saaslivery, constitute the entire agreement between you and Saaslivery regarding the Service and supersede all prior or contemporaneous understandings on that subject.
18.5 Force majeure
Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, or failures of third-party providers.
18.6 Notices
We may provide notices to you by email to the address associated with your Account, by posting within the Service, or by posting on our website. You may provide notices to us at hello@saaslivery.com or by post to the address in Section 19. Notices are deemed given when sent or posted.
18.7 Export controls and sanctions
You must comply with all applicable export-control and economic-sanctions laws and regulations, including those of the United States. You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive sanctions, and that you are not on any government restricted-party or denied-party list. You will not use or export the Service in violation of these laws.
18.8 US government end users
The Service is a “commercial item” as defined in applicable U.S. Federal Acquisition Regulation provisions. If you are a U.S. government end user, your rights to use the Service are limited to those granted to all other users under these Terms, consistent with FAR 12.212 and DFARS 227.7202.
18.9 Relationship of the parties
These Terms do not create any agency, partnership, joint venture, or employment relationship between you and Saaslivery. Neither party has authority to bind the other.
18.10 Third-party beneficiaries
Except as set out in this Section, these Terms do not confer any rights on any person who is not a party to them. Saaslivery’s Affiliates, suppliers, and licensors are intended third-party beneficiaries of, and may enforce, the disclaimers of warranties in Section 13, the limitation of liability in Section 14, and the indemnification in Section 15 to the extent those provisions are expressed to be for their benefit. No consent from any such beneficiary is required to amend, waive, or terminate these Terms.