Terms of Use

Effective Date: 29-Mar-2022

Last Updated on: 29-Mar-2022

These Terms of Use (“Terms”) describe the terms under which Spendflo, Inc. (“We”, “Our” “Us”) provides an individual or entity, who purchases Our Platform and Our Services and/or creates an Account with Us (“You”, “Your”, “Yourself”), 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 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. Subject to Your compliance with these Terms and solely during the Subscription Term, You shall have the limited, non-exclusive, revocable 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.
  1. YOUR RESPONSIBILITIES 
  1. Your Account: As part of the registration process, You will identify an administrative user name and password for Your Account. We reserve the right to refuse registration of/or cancel passwords We deem inappropriate.
  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) use the Platform to store or transmit Sensitive Personal Information; (d) 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; (e) 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; (g) 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;  (h) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Platform(through use of manual or automated means);
  3. 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.
  4. 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.
  5. Third Party/Supplier Interactions:

    (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.
    (b) Supplier Interactions: When using the Platform, 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.

  1. SERVICE(S)

  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.

  1. 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.

  1. We will use commercially reasonable efforts to provide technical support services in accordance with the following terms:

    1. We will provide technical support to You via the Platform, Slack Connect Channel, telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm IST, with the exclusion of holidays (“Support Hours”).

    2. 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.

    3. You shall provide Us with an email address containing Your domain such as 'saas@companyname.com to streamline communications with suppliers.

    4. We will use commercially reasonable efforts to respond to all helpdesk tickets within one (1) business day.

  1. INTELLECTUAL PROPERTY RIGHTS

  1. Except for the rights granted to You under clause 1, 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, domain names, trade secrets or know-how (collectively, “Intellectual Property Rights”) shall belong to and remain exclusively with Us.

  1. 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 royalty-free license and right to use Customer Data solely to provide, support, maintain and improve the Platform and Services. We shall have a right and license to incorporate into the Platform and Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback we receive from You.

  1. All rights not expressly provided to You herein are reserved.

  1. THIRD PARTY SERVICES

  1. You acknowledge and agree that Your use of Third-party Services will be subject to the terms and conditions and privacy policies of such third-party and that 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 Service. 

  1. CHARGES AND PAYMENT

  1. Service Fee:  All charges associated with Your Account shall be specified in the relevant Order Form (“Service Fee”) and any other details regarding such Service Fees shall be mentioned in an Order Form. The Service Fee are due in full and payable in arrears in accordance with clause 6.3, when You subscribe to the Platform and Services.

  1. Renewal: Unless Your Account and subscription to the Services is terminated, Your subscription to the Services will renew for a Subscription Term equivalent in length to the then expiring Subscription Term at the then prevailing Service Fees.

  1. 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). Unless otherwise stated in an Order Form, Your payment is due within thirty (30) days of our invoice date.

  1. Refunds: You are entitled to receive a refund of the cost difference in the event the actual savings accrued on account of the Services rendered by Us is not commensurate to the projected savings mentioned in the Order Form. Savings shall be calculated by the following ways: difference between the first quote obtained from the supplier and the final price after Our involvement/ provision of Services; decrease in contract value or unit rates on renewals handled by Us; duplicate software or unused tools identified by Us and cancelled by You; upgrades, waived off charges and other benefits directly enabled by Us. Apart from this clause 6.3 and unless otherwise specified in these Terms, all Service Fees are non-refundable. No refunds shall be issued for partial use or non-use of the Platform or Services.

  1. Late Payments/Non-payment of Service Fees: We will notify You in the event We do not receive payment towards Service Fees within the due date. We must receive payments within a maximum of ten (10) 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 use of the Services until We receive Your payment towards the Service Fees as specified herein and/or; (iii) terminate Your Account.

  1. Applicable Taxes: Unless otherwise stated, the Service Fees do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”).

  1. TERM, TERMINATION AND SUSPENSION

  1. The Subscription Term shall be set forth in a relevant Order Form.

  1. Termination by You: You may terminate one or more of your Account(s) 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 Service Fees for the remainder of the Subscription Term.

  1. Suspension and Termination by Us: In addition to suspension for late payment or non-payment of Service Fees, 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.   

  1. 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.

  1. 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. We retain all Customer Data in our possession for thirty (30) days from the date of effective termination (“Data Retention Period”).   Beyond the Data Retention Period, We reserve the right to delete all the Customer Data in our possession.

  1. CONFIDENTIALITY; DATA PRIVACY AND SECURITY

  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.

  1. 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.

 

  1. 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.

 

  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.

  1.  DISCLAIMER OF WARRANTIES

  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.

  1. 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.

  1. 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.

  1. LIMITATION OF LIABILITY

  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) 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, OUR AGGREGATE LIABILITY AND THAT OF OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, RELATING TO THESE TERMS WILL BE LIMITED TO AN AMOUNT EQUAL TO TWELVE MONTHS OF THE SERVICE FEES PAID BY YOU FOR THE PLATFORM AND SERVICES PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.

  1. 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.

  1. INDEMNIFICATION

  1. Indemnification by You: You will indemnify and hold Us harmless against any claim brought by a third party against Us, Our respective employees, officers, directors and agents arising from Your acts or omissions in connection with clause 2 of these Terms provided that (a) We promptly notify You of the threat or notice of such a claim, (b) You will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such claim; and (c) We shall fully cooperate with You in connection therewith.

  1. MISCELLANEOUS

  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. These Terms and any Order Form(s) shall prevail over the terms or conditions in any purchase order or other order documentation You or any entity that You represent provides (all such terms or conditions being null and void), and, 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. In the event of a conflict between any Order Form and these Terms, these Terms shall prevail. 

  1. 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.

  1. Assignment: Except to Your Affiliates/within Your group companies, You may not, directly or indirectly, assign all or any part of these Terms or Your respective rights under these Terms or delegate performance of its respective duties under these Terms without the prior consent, which consent shall not be unreasonably withheld, of Us. In the event of assignment to an Affiliate, the party assigning its performance shall promptly intimate the other party of such assignment and shall not default in any of its payment obligations under these Terms. Subject to the foregoing restrictions, these Terms will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

  1. 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, 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.

  1. 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. 

  1. Export Control: You shall not export, directly or indirectly, any technical information or products using such information acquired from Us under these Terms to a location or in a manner that at the time of export requires an export license or other governmental approval, without first obtaining the written consent to do so in accordance with applicable law. You further agree not to use the Platform and/or Service(s) for any purpose prohibited by applicable export laws and regulations, including without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.

  1. Publicity Rights: You hereby grant Us a royalty-free, worldwide, transferable license to use Your trademark or logo to identify You as Our customer on Our websites and/or marketing collateral.

  1. 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: siddharth@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.

  1. 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. 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.

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.

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 specifying the Platform and the Services subscribed to, particular features and functionalities in the Platform that You wish to avail 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 track SaaS spend, purchase products from suppliers, negotiate, manage approval processes and manage Your SaaS subscription services; 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 the following professional services offered by Us to You: (i) Handling of all new software procurement from the point of request to contract signature, (ii) Renegotiating & renewing existing software contracts to achieve savings (Time & cost) and (iii) Tracking all information pertinent to the contract via the Platform.

Software: means software provided by Us (either by download or access through the internet) that allows Customer to use any functionality in connection with the Platform.

Subscription Term: means the period during which You have agreed to subscribe to the Platform and 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/