Effective Date : March 15, 2026
These Terms of Use (“Terms”) describe the terms under which Spendflo, Inc. (“We”, “Our” “Us”) provides the Customer (“You”, “Your”, “Yourself”), who purchases Our Platform and Our Services and/or creates an Account with Us, and Your Users access to and use of Our Platform and Services. By accessing and using Our Platform and Services, a) You agree to be bound by these Terms and acknowledge having read the privacy policy located at (https://www.spendflo.com/privacy-policy) (“Privacy Policy”). b) You warrant to Us that you have legal capacity and are competent to enter into this agreement c) That, in the event You are entering into these Terms on behalf of any entity/company or its group, You possess the requisite authority to bind such entities, company or its groups to these Terms. If You do not agree to these Terms, You should immediately cease accessing and using Our Platform and Services.
You and Us will be individually referred to as “Party” and collectively as “Parties”.
1. YOUR RIGHTS
1.1. Subject to Your compliance with these Terms and solely during the Subscription Term, You shall have the limited, non-exclusive, revocable, royalty-free, non-transferable, right to (i) access and use the Platform and Services for your internal business purposes in accordance with the pricing plan as specifically stated in the relevant Order Form; (ii) download, install and use mobile/desktop applications and plug- ins to access and use the Platform and Services.
2. YOUR RESPONSIBILITIES
2.1. Your Account: As part of the registration process, You will identify an administrative user name and password for Your Account.
2.2. Acceptable Use: You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, timeshare disassemble, reverse engineer, decompile or make the Platform available to any third party, other than Users in furtherance of Your internal business purposes as expressly permitted by these Terms; (b) modify, adapt, or hack the Platform or otherwise attempt to gain or gain unauthorized access to the Platform or related systems or networks; (c) duplicate, mirror, republish, download, the whole or any part of the Platform (d) access the Platform for purposes of benchmarking, creating derivative works based on, or developing or operating products or services in competition with the Platform (e) use the Platform to store or transmit Sensitive Personal Information; (f) use the Platform to store or transmit Customer Data in violation of applicable laws and regulations, including but not limited to violation of any person’s privacy rights, export control laws/regulations; (g) access it for purposes of creating derivative works based on, or developing or operating products or services for third-parties in competition with the Platform and/or Services; (f) use the Platform to store or transmit any content that infringes upon any person’s intellectual property rights or is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (h) use the Platform to knowingly post, transmit, upload, link to, send or store any viruses, malware, trojan horses, time bombs, or any other similar harmful software; (i) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Platform(through use of manual or automated means) (j) use the Platform for the purposes of cookie tracking, ad exchanges, ad networks, data brokerages, or sending electronic communications (including e-mail) in violation of applicable law; (k) use the Platform to transmit junk, spam, phishing, spoofing, pyramid schemes or other forms of duplicative or unsolicited messages; (l) upload any content from the Services into third party applications including artificial intelligence technologies such as large language models and generative AI.
2.2.1. If We inform You that a specified activity or purpose is prohibited with respect to the Platform and/or Services, You will ensure that You immediately cease access to and use of the Platform and Services for such prohibited activity or purpose.
2.2.2. You shall be responsible for obtaining any approvals, establishing notices or policies for and ensuring compliance with all applicable laws and regulations relating to the collection and transmission of Personal Data of individuals who are Users and/or End Users.
2.2.3. In order for Spendflo to provide agreed services via its Platform, on as needed basis, Customer shall work closely with Spendflo to provide reasonable assistance as necessary and more specifically, the Customer shall be willing to share necessary permissions for needed integrations, give access to applicable data collection sources on need basis and share data in the form of CSV upload should any other form of data collection and access is deemed unviable.
2.3. Third party Supplier interactions, where applicable:
(a) No Supplier Fees: Except as otherwise agreed on an Order Form, We shall not charge Your suppliers for the right to interact with You through the Platform or Services.
(b) Supplier Interactions: During the Subscription Term, You may enter into correspondence with and purchase goods and/or services from suppliers. Any such activities and associated terms are solely between You and the applicable third-party supplier and We shall have no obligation or responsibility for such correspondence or purchase between You and such third-party supplier.
2.4. Your Co-operation: You acknowledge that Our ability to perform the Services is dependent upon Your timely provision of accurate information, access, approvals, feedback, and cooperation. We shall not be liable for delays, service impacts, or failure to meet service levels caused by You or vendor dependencies.
2.5. AI Technology: If You subscribe to our Platform or any of Our Services that incorporates any large language models (LLMs) and other machine learning (ML) or artificial intelligence (AI) features, the AI Data Usage Policy available at https://www.spendflo.com/ai-data-usage-policy will apply.
3. SUPPORT
3.1. Any enhancements, new features or updates (“Updates”) to the Platform are also subject to these Terms and We reserve the right to deploy Updates at any time.
3.2. The Platform may temporarily be unavailable due to scheduled downtime for upgrades and maintenance in which case We shall use commercially reasonable endeavours to notify You in advance.
3.3. We will use commercially reasonable efforts to provide technical support services in accordance with the following terms:
(i) We will provide technical support as specified in the relevant Order Form, with the exclusion of Customer’s holidays (“Support Hours”).
(ii) We shall inform You of Your Point of Contact at the time of onboarding. However, We reserve the right to change such personnel and deploy Our resources in a manner We deem appropriate, to ensure effective and timely services to the Customer.
(iii) We will use commercially reasonable efforts to respond to all helpdesk tickets within one (1) business day.
4. INTELLECTUAL PROPERTY RIGHTS
4.1. Except for the rights granted to You under clause 1(‘Your Rights’), all rights, title and interest in and to all intellectual property and/or proprietary rights, title and interest in or related to the Platform and Services, including patents, inventions, copyrights, trademarks, trade names, service marks, domain names, trade secrets or know-how (collectively, “Intellectual Property Rights”) shall belong to and remain exclusively with Us.
4.2. You own the rights to the Customer Data that You provide to Us. We do not claim ownership over such Customer Data. You grant to Us a worldwide, royalty-free, non-exclusive, irrevocable license and right to a. use, collect, store, transfer, copy, retain, process, and otherwise use the Customer Data to the extent reasonably necessary to provide, support, maintain and improve the Platform and Services b. aggregate and anonymize Customer Data, such that the data does not identify the Customer or any individual persons. c. use and distribute Aggregated and Anonymous Data for any business purpose, including without limitation to provide, develop, and improve Our products and services, and to create and distribute insights, reports, and other materials.
4.3. Notwithstanding anything specified herein, We may make several development(s) and modification(s) to Our Services and Platform (together referred to as “Changes”) during the Subscription Term. We may use the data available on the Platform solely in aggregate and anonymized form for any such Changes, and all rights, title, and interest in any such Changes shall be owned by Us. You shall own all rights, title, and interest to Your entity-related data/ reports/ documents/ analysis generated through the course of the Subscription Term.
4.4. Both Parties acknowledge and agree that they shall have all rights, title and interest in the Intellectual Property owned by it prior to the execution of this Agreement or acquired/created outside the scope of and independently of the relationships pursuant to this Agreement. This Agreement is not intended to effectuate the transfer of any Intellectual Property of either Party to the other Party.
4.5. Both Parties agree that they shall have no right to use the Intellectual Property of the other Party in any mode or manner without obtaining the prior written consent of the other Party except as specifically provided or permitted in this Agreement.
4.6. You may, from time to time, provide suggestions, recommendations, enhancements, ideas, feedback, comments, data, or other information relating to Our products or services (“Feedback”). We may, at our sole discretion, use, incorporate, modify, reproduce, disclose, sublicense, distribute, and otherwise exploit such Feedback, in whole or in part, in connection with its products or services, without restriction and without any obligation to You, including without limitation any obligation of attribution, compensation, or royalty. The You hereby irrevocably assigns and agrees to assign to Us all right, title, and interest in and to any Feedback, including all intellectual property rights therein. To the extent such assignment is not permitted under applicable law, You hereby grant Us and our affiliates a worldwide, non-exclusive, perpetual, irrevocable, fully paid-up, royalty-free license to use, incorporate, modify, exploit, and commercialize such Feedback for any purpose. You acknowledge and agree that all products, services, enhancements, features, or functionality developed by Us, including those that incorporate or are derived from the Feedback, shall be the sole and exclusive property of Us. All Feedback shall be deemed non-confidential and shall not be subject to any confidentiality or use restrictions, including those set forth under Clause 8.
4.7. Both Parties shall not do anything to contest the ownership of Intellectual Property Rights of the other Party or take any action otherwise inconsistent with such ownership and Intellectual Property of the other Party.
4.8. Nothing contained herein shall be deemed to constitute or be construed as the acquisition of any legal/special/moral right by either Party or grant to a Party either directly or by implication, estoppels, or otherwise, of any license or any Trademark of the other Party.
4.9. All rights not expressly provided to You herein are reserved.
5. THIRD PARTY SERVICES
5.1. You acknowledge and agree that Your use of Third-party Services, that are not licensed by Us under these Terms, which are accessed as part of integration services availed or requested by You on the Platform, will be subject to the terms and conditions and privacy policies of such third-party. We cannot guarantee the continued availability of such Third-Party Services and may cease providing them without entitling You to any refund, credit, or other compensation. We shall not be liable for Your enablement, access or use of such Third-party Services, including Your data processed by such third party. You should contact that Third- party service provider for any issues arising in connection with use of such Third-party Services.
6. CHARGES AND PAYMENT
6.1. Subscription Fee: All charges associated with Your Account shall be as specified in the relevant Order Form (“Subscription Fee”) and any other details regarding such Subscription Fee shall be as mentioned in the Order Form. The Subscription Fee shall be applicable to the agreed upon contract tiers during the Subscription Term as specified in the applicable Order Form. (“Contract Tiers”).
6.1.1. Any upward revision in the Contract Tiers during the Subscription Term shall result in automatic price revision of the Subscription Fee as stated in the Order Form (“Revised Subscription Fee”).
6.1.2. It is hereby clarified that downward revision in the Contract Tiers during the active Subscription Term, would not result in revision of Subscription Fee. The Customer can only request for downgrade of the Contract Tiers at the next renewal date upon execution of a new Order Form.
6.2. Payment: You hereby authorize Us or Our authorized agents, as applicable, to bill You upon Your subscription to the Platform and Services (and any renewal thereof). The Subscription Fee are due in full and payable in arrears in accordance with the Payment Terms specified in the Order Form. Unless otherwise stated in the relevant Order Form, Your payment is due within thirty (30) days of our invoice date.
6.3. Late Payments/Non-payment of Subscription Fee: We will notify You in the event We do not receive payment towards Subscription Fee within the due date as per the Order Form. In such cases, We must receive payments within a maximum of ten (10) business days from the date of Our notice. If We do not receive payment within the foregoing time period, in addition to our right to other remedies available under law, We may (i) charge an interest for late payment @ 1.5% per month and/or; (ii) suspend Your access to Our Platform and/ or use of the Services until We receive Your payment towards the Subscription Fee as specified herein and/or; (iii) terminate Your Account.
6.4. Applicable Taxes: The Subscription Fee specified in the relevant Order Form is exclusive of any applicable federal or state or local taxes as per U.S. laws as well as any withholding tax or sales tax or goods & services tax applicable as per the laws of the country in which You are receiving services and/ or paying the Subscription Fee under these Terms. Any such applicable taxes, including any tax obligations under the tax treaty between the U.S. and Your country, shall be over and above the Subscription Fee payable to Us by You.
7. TERM, TERMINATION AND SUSPENSION
7.1. The Subscription Term shall be as set forth in the Order Form and shall not be terminated except in accordance with Clause 7.
7.2. Termination by You: You may terminate one or more of your Account(s) during the Subscription Term in the event We materially breach these Terms, provided that You shall provide an advance notice of such breach and afford Us not less than thirty (30) days to cure such breach. In case of such termination, We shall, pro-rata, refund the Subscription Fee, received in advance for the remainder of the unutilized Subscription Term.
7.3. Suspension and Termination by Us: In addition to suspension for late payment or non-payment of Subscription Fee, We may suspend Your access to and use of Your Account, Our Platform or the Service(s) if You are in violation of these Terms. We will notify You if your activities violate These Terms and, at Our sole discretion, provide You with a period of fifteen (15) days (“Cure Period”) to cure or cease such activities. If You fail to cure or cease such activities within said Cure Period or if We believe that such breaches cannot be cured, Your Account shall be terminated.
7.4. Termination for Insolvency: Notwithstanding anything contained herein, either Party may terminate these Terms with notice if the other Party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such Party (except for involuntary bankruptcies) which are dismissed within sixty (60) days, or has a receiver or trustee appointed for substantially all of its property.
7.5. Effect of Terminating Your Account: Following the termination of Your Account either by Yourself or by Us, Your access and use of the Platform and Services shall cease. To ensure that Customer’s data containing audit trials, approval workflows, documents, SaaS spend/ management/ procurement information, etc. are accessible to the Customer for back-up and secure retrieval, We retain all Customer Data in our possession for thirty (30) days from the date of effective termination (“Data Retention Period”). We shall under no circumstances be obligated to keep Customer Data beyond the Data Retention Period. However, within and beyond the Data Retention Period, Customer may request in writing to us to delete all the Customer Data in our Possession, which request shall be complied forthwith by Spendflo.
8. CONFIDENTIALITY; DATA PRIVACY AND SECURITY
8.1. If You choose, or are provided with, a user identification code, login, password or any other piece of information as part of Our security procedures, You must treat such information as confidential. You must not disclose it to any third party. We shall have the right to disable any user identification code or password, whether chosen by You or allocated by Us, at any time, if in Our reasonable opinion, You have failed to comply with any of the provisions of these Terms. We will not be responsible for any activities, including any attempted or actual access or loss of data occurring in Your Account as a result of your non-compliance of obligations under this clause.
8.2. Each of the Parties will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each of the Parties protects its own Confidential Information, and in any event, no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each of the Parties may use the other’s Confidential Information solely to exercise its respective rights and perform its respective obligations under these Terms and shall disclose such Confidential Information solely to those of its respective employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information. The provisions of this clause shall supersede any non-disclosure agreement by and between the Parties entered prior to these Terms that would purport to address the confidentiality of Customer Data and such agreement shall have no further force or effect with respect to Customer Data.
8.3. We shall Process such Personal Data forming part of Customer Data only for the purposes of (i) providing, maintaining, operating, supporting, and improving the Platform and Services and in accordance with these Terms, Privacy Policy, Data Processing Agreement (https://www.spendflo.com/data-processing-agreement), and any other applicable data privacy laws and as part of the direct relationship between Us and You. We shall not Process Customer Data for any purposes other than what is mentioned in these Terms, Privacy Policy and Data Processing Agreement. We certify that We understand the restrictions in this clause and will comply with such restrictions.
8.4. 1.1. You acknowledge and agree that We and Our group companies may access or disclose information about You, Your Account, Members, including Customer Data, in order to (a) comply with the law or respond to lawful requests or legal process; or (b) prevent any infringement of group companies’ or Our customers’ proprietary rights. Further, at Our sole discretion, any suspected fraudulent, abusive, or illegal activity by You may be referred to law enforcement authorities.
9. DISCLAIMER OF WARRANTIES
9.1. We will perform the services in a professional and workmanlike manner, using reasonable skill and care in accordance with industry practice. However, you acknowledge and agree that Our ability to successfully perform the services hereunder is dependent upon Your provision of timely information, access to resources, and cooperation, and that the services provided will be the result of the parties’ joint inputs and efforts.
9.2. We do not provide legal, financial, accounting, tax, regulatory, or compliance advice. Any outputs, recommendations, or information provided by Us are not a substitute for independent professional judgment or advice.
9.3. THE PLATFORM, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT FOR THE EXPRESS WARRANTIES FOR SERVICES SPECIFIED IN THIS CLAUSE, ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY EXCLUDED.
9.4. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE ACCESS TO THE PLATFORM, WHICH IS PROVIDED OVER INTERNET AND VARIOUS TELECOMMUNICATIONS NETWORKS, ALL OF WHICH ARE BEYOND OUR CONTROL, WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE.
10. LIMITATION OF LIABILITY
10.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO ANY PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST GOODWILL, LOSS OF USE OR LOST CONTENT, IMPACT ON BUSINESS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY, LOSS OR CORRUPTION OF DATA OR INFORMATION) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, BREACH OF STATUTORY DUTY, NEGLIGENCE OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EITHER PARTY’S AGGREGATE LIABILITY AND THAT OF THEIR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, RELATING TO THESE TERMS WILL BE LIMITED TO AN AMOUNT EQUAL TO TWELVE MONTHS OF THE SUBSCRIPTION FEE PAID BY YOU FOR THE PLATFORM AND SERVICES PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.
10.2. IN JURISDICTIONS WHICH DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
10.3. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH ABOVE SHALL NOT APPLY TO SPENDFLO’S (A) INDEMNIFICATION OBLIGATIONS (UNDER SECTION 11.1); (B) GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; OR (C) ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
11. INDEMNIFICATION
11.1. Spendflo will, at its own expense, defend Customer in respect of any action brought against the Customer by a third party, and indemnify and hold harmless the Customer against, and pay damages finally awarded against Customer in connection therewith, including the reasonable fees and expenses of the attorneys in any and all claims, actions or suits alleging that the Service(s) provided under this Agreement constitutes an infringement of any valid intellectual property rights of such third party. Spendflo shall have no indemnity obligation for claims of infringement to the extent resulting or alleged to result from (i) Customer's use of the Spendflo’s Software along with programs not provided by Spendflo; (ii) modification to the Software made by a party other than Spendflo; (iii) Customer's failure to install the Updates provided by Spendflo; (iv) continued use of allegedly infringing Service(s) /use of the Services (or any part) otherwise than in accordance with this Agreement after being notified thereof or after being informed of modifications that would have avoided the alleged infringement (iv) Any material breach of this Agreement by Customer (v) any Customer Data (vi) Customer’s violation of applicable laws, rules, and regulations.
Spendflo's sole obligation to Customer and Customer's sole and exclusive remedy shall be as set forth in this Clause 11.1.(Indemnification) of this Agreement for intellectual property infringement claims.
11.2. Customer will indemnify and hold Spendflo harmless against any claim brought by a third party against Spendflo, and its respective employees, officers, directors, and agents arising from Customer’s acts or omissions in connection with Clause 2.2 (Your Responsibilities) of this Agreement. The Customer will have no obligation or liability with respect to any such claim arising out of the gross negligence or willful misconduct of Spendflo.
11.3. The indemnity obligations under Clause 11.1 and 11.2 is subject to the indemnitee: (i) providing prompt written notice to the indemnifying Party of the indemnity claim; (ii) allowing the indemnitor sole control over the defense or settlement of the claim, and (iii) providing the indemnitor reasonable support and cooperation with regard to the defense.
12. MISCELLANEOUS
12.1. Entire Agreement and Revisions: These Terms, together with any Order Form(s), constitute the entire agreement, and supersede any and all prior agreements between us with regard to the subject matter hereof. Except as expressly stated herein, there are no other agreements, representations, warranties, or commitments which may be relied upon by either party with respect to the subject matter hereof. These Terms shall be updated from time to time.
12.2. Relationship of the Parties: The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship among the Parties.
12.3. Assignment: The Customer shall not, without the prior written consent of Spendflo, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement except in connection with a solvent merger, acquisition, asset transfer or corporate reorganization. Spendflo may at any time, without modifying the interests, rights and obligations of the Customer under the Agreement, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement. These Terms bind and inure to the benefit of the Parties and their respective successors and permitted assigns.
12.4. Severability: The provisions of these Terms are severable and the unenforceability of any provision of these Terms shall not affect the enforceability of any other provision hereof. In addition, in the event that any provision of these Terms (or portion thereof) is determined by a court of competent jurisdiction to be unenforceable, it is the mutual understanding of the parties that such provision (or portion thereof) shall to the extent equitable, be construed in a manner designed to effectuate the purposes of such provision to the maximum extent enforceable under applicable law.
12.5. Force Majeure: Notwithstanding anything to the contrary contained elsewhere, We shall not be liable for unavailability of the Platform and/or Services caused by circumstances beyond Our reasonable control, such as but not limited to, acts of God, acts of government, acts of terror or civil unrest, pandemic/epidemic technical failures beyond Our reasonable control (including, without limitation, inability to access the internet, unauthorized loss, distribution or dissemination of Customer Data), or acts undertaken by third parties, including without limitation, distributed denial of service attacks.
12.6. Governing Law and Dispute Resolution: These Terms shall be governed by the laws of the State of California, USA. You hereby expressly agree to submit to the exclusive personal jurisdiction of the courts in the City and County of San Francisco, USA. Any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of these Terms to arbitrate, shall be first settled by arbitration administered settled by the American Arbitration Association in accordance with its commercial arbitration rules (“AAA Rules”) and judgement on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The language of the arbitration shall be English and the seat shall be the City and County of San Francisco. The dispute shall be resolved by a sole arbitrator appointed in accordance with the AAA Rules. The decision of the sole arbitrator shall be final and binding on the Parties.
12.7. Publicity Rights: During the Subscription Term and till the time You are Our customer receiving services under an Agreement with Us, You hereby grant Us a royalty-free, worldwide, transferable license to use Your trademark or logo, solely for the limited purposes of identifying You as Our customer on Our websites, to publish testimonials or case studies about Your customer experience journey with Us and/or for Our marketing collateral(s). It is hereby affirmed that any such use shall not constitute the transfer of any right, title and interest of the Customer. Notwithstanding any clause or agreement, in case the Customer feels at any point in time, for any reasons whatsoever, that the use of their logo or trademark by Spendflo may negatively harm their public reputation or standing, then Spendflo shall be obliged to immediately remove them from their Website and other sites or materials upon such intimation by the Customer.
12.8. Notices and Consent to Electronic Communications: All notices to be provided by Us to You under these Terms may be delivered in writing (i) by nationally recognized overnight delivery services (“Courier”) or to the contact mailing address provided by You in the relevant Order Form; or (ii) electronic mail to the e-mail address provided by You. Our email address for a notice to Us: legal@spendflo.com All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above.
12.9. Survival: All clauses which, by their nature are intended to survive, including without limitation Clauses 4 (Intellectual Property Rights), 6 (Charges and Payment), 7 (Term and Termination), 8 (Confidentiality; Security and Data Privacy;), 9 (Disclaimer of Warranties), 10 (Limitation of Liability), 11 (Indemnification), 12 (Miscellaneous) and 13 (Definitions) shall survive any termination of Our agreement with respect to access to and use of the Platform and Services by You. Termination shall not limit either Party’s liability for obligations accrued as of or prior to such termination or for any breach of these Terms.
1.10. Waiver: Failure of either Party to require performance of any provision of this Agreement shall not affect such Party's right to full performance thereof at any time thereafter, and any waiver by either Party of a breach of any provision hereof shall not constitute a waiver of a similar breach in the future or of any other breach. No waiver shall be effective unless in writing and duly executed by an authorized representative of the concerned Party.
12.11. No Agency or Fiduciary Relationship: Nothing in this Agreement shall be deemed to create any agency, fiduciary, partnership, joint venture, or representative relationship between the Parties. Spendflo does not act as Customer’s agent, legal representative, procurement authority, financial advisor, or compliance representative.
12.12. Order of Precedence: In the event of any inconsistency or conflict, the Order Form shall prevail over the Agreement, the Agreement shall prevail over Exhibits, and Exhibits shall prevail over any operational documentation, SOPs, or similar materials/documents.
12.13. Counterparts: This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
13. DEFINITIONS
When used in these Terms with the initial letters capitalized, in addition to terms defined elsewhere in these Terms, the following terms have the following meanings:
Account: means any accounts or instances created by You or on Your behalf for access and use of the Platform and Services during the Subscription Term and to the extent applicable.
API: means the application programming interfaces developed, enabled by or licensed to Us that permits access to certain functionality provided by the Platform.
Confidential Information: means all information disclosed by one Party to the other Party which is in tangible form and labelled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. For purposes of These Terms, Customer Data shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information which (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records prior to the time of disclosure; (d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession; or (f) is required by law to be disclosed by the receiving party, provided that the receiving party shall, to the extent legally permitted, give the disclosing party written notice of such requirement prior to disclosing so that the disclosing party may seek a protective order or other appropriate relief.
Customer Data: means all electronic data, text, messages, personal data or other materials, including without limitation Personal Data of Users and End Users, submitted to the Platform by You through Your Account in connection with Your use of the Platform.
Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Platform provided or made available by Us to You or Your Users through the Platform or otherwise.
Employees: means all Full Time Employees (FTE) and Corporate employees of the company/entity entered into the Agreement, (including any temporary, contractors and retainers) excluding employees of any of the subsidiaries and affiliate entities of the Customer, as may be specified or modified in the Order Form.
End User: means any person or entity other than You or Your Users with whom You interact using the Platform.
Order Form: means any service order form or statement of work order form agreed to and executed between Us and You, specifying, among other things, the Platform and any add-on Services subscribed to, particular features and functionalities in the Platform that You wish to avail, the Subscription Fee and the Subscription Term.
Personal Data: means data relating to a living individual who is or can be identified either from the data or from the data in conjunction with other information that is in, or is likely to come into, the possession of the data controller.
Platform: means Our cloud-based procurement management platform and any other platforms proprietary to Us, including the Spendflo mobile/desktop applications, any plug-ins or browser extension, to which You may subscribe to or download that helps You to manage and track your procurement requests end to end, set-up customizable approval workflows, manage and track software procurements and renewals, amongst other things; and any updates, modifications or improvements thereto, including individually and collectively, Software, the API and any Documentation.
Processing/To Process: means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
Sensitive Personal Information: means information that relates to an individual’s racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health, or data concerning a natural person's sex life or sexual orientation. It also includes information about an individual's criminal offences or convictions, as well as any other information deemed sensitive under applicable data protection laws.
Services: means any professional services offered by Us to You as may be specified in an Order Form as an add-on, which may comprise one or more of the following aspects, including but not limited to: procurement support services for all procurements, negotiation support services (either full or limited) for new & existing software contracts, benchmark reports, custom integrations, third party risk management support services and platform implementation support services (also referred to as “Add-on Services” individually or collectively).
Services Fee: means the price or fees, exclusive of any applicable taxes, agreed to be payable by You to Us for the provision of Services rendered or to be rendered by Us to You during the Subscription Term as specified in the relevant Order Form.
Software: means software provided by Us (either by download or access through the internet) that allows You to use any functionality in connection with the Platform.
Spend under Management: means Your total spend on software license(s) and/ or software tools during each Subscription Term as specified in a relevant Order Form.
Subscription Fee: means the Platform Fee, as may be applicable to You during the Subscription Term and (and includes terms like Revised Subscription Fee, Incremental Subscription Fee, Platform Fee, and similar such terms) specified in the relevant Order Form.
Subscription Term: means the period during which You have agreed to subscribe to the Platform and any add-on Services specified in a relevant Order Form.
Third-party Service(s) shall mean third party application(s) or service(s) integrating with the Platform through APIs or otherwise and that are not licensed by Us under these Terms.
User: means those who are designated users within the Platform, including an Account administrator, agents and other designated users.
Website(s) shall mean the websites owned and operated by Us including https://www.spendflo.com/
