FlexPay license agreement

Software as a Service Agreement 

TROY GROUP INC., A DELAWARE CORPORATION (“COMPANY”), IS WILLING TO PROVIDE SAAS SERVICES TO YOU AS AN INDIVIDUAL OR THE LEGAL ENTITY YOU REPRESENT (COLLECTIVELY WITH ANY AFFILIATES, “CUSTOMER”) THAT WILL BE UTILIZING THE SOFTWARE (AS DEFINED BELOW), SUBJECT TO CUSTOMER'S ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS SOFTWARE AS A SERVICE (SAAS) AGREEMENT (THE “AGREEMENT”). THIS IS A LEGALLY BINDING AND ENFORCEABLE CONTRACT BETWEEN COMPANY AND CUSTOMER. CUSTOMER SHOULD READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE AGREEING. BY CLICKING THE “I AGREE” OR "I ACCEPT" BUTTON, OR OTHERWISE INDICATING CUSTOMER'S ASSENT ELECTRONICALLY, CUSTOMER AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT ACCEPT THIS AGREEMENT AND DO NOT USE THE SAAS SERVICES.

ALL OFFERS FOR SALE OF SAAS SERVICES ARE SUBJECT TO THESE TERMS, AND ANY PROPOSED ADDITIONS TO OR MODIFICATIONS MADE BY CUSTOMER ARE HEREBY EXPRESSLY REJECTED. IF CUSTOMER IS ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS.

For good and valuable consideration, the sufficiency of which is hereby acknowledged, Company and Customer agree to the terms and conditions set forth below:

NOW, THEREFORE, the parties hereto agree as follows:

1. DEFINITIONS

“Customer Content” means all data and materials provided by Customer to Company for use in connection with the SaaS Services, including, without limitation, Customer applications, data files, and graphics.

“Documentation” means the user guide provided or made available by Company to Customer regarding the use or operation of the SaaS Services.

“Invoice” means the invoice provided by Company to Customer reflecting the purchase of SaaS Services as well as the number of users and checks provided thereunder.

“Other Services” means all technical and non-technical services performed or delivered by Company under this Agreement, including, without limitation, implementation services and other professional services, training and education services, but excluding the SaaS Services. Other Services will be provided on a time and material basis at such times or during such periods as may be specified in an Invoice and mutually agreed to by the parties.

“Software” means the object code version of any software to which Customer is provided access as part of the SaaS Services, including any updates or new versions.

“SaaS Services” refer to the specific Company’s internet-accessible service identified in an Invoice that provides use of Company’s TROY FlexPay services that are hosted by Company or its third party service providers and made available to Customer over a network on a term-use basis.

“Subscription Term” shall mean that period specified in an Invoice during which Customer will have on-line access and use of the Software through Company’s SaaS Services. The Subscription Term shall renew for successive twelve (12) month periods unless either party delivers written notice of non-renewal to the other party at least thirty (30) days prior to the expiration of the then-current Subscription Term.

All other capitalized terms used herein shall have the meanings ascribed to them in this Agreement.

2. SAAS SERVICES

2.1 During the Subscription Term, Customer will receive a non-exclusive, non-assignable, royalty free, worldwide right to access and use the SaaS Services solely for Customer’s internal business operations subject to the terms of this Agreement.

2.2 Customer acknowledges that this Agreement is a services agreement and Company will not be delivering copies of the Software to Customer as part of the SaaS Services.

2.3 Customer acknowledges and agrees that Company may utilize third-party service providers in connection with the delivery and operation of the SaaS Services, including but not limited to cloud hosting providers, identity and authentication providers, and payment processing or financial services providers. Customer further acknowledges that certain functionality of the SaaS Services may depend on the availability and performance of such third-party providers. Company shall not be responsible for service interruptions, delays, or failures caused by third-party providers beyond Company’s reasonable control.

3. RESTRICTIONS Customer shall not, and shall not permit anyone to: copy or republish the SaaS Services or Software, (ii) make the SaaS Services or Software available to any person other than authorized users, (iii) use or access the SaaS Services or Software to provide service bureau, time-sharing or other computer hosting services to third parties, (iv) modify or create derivative works based upon the SaaS Services, Software or Documentation, (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the Software used to provide the SaaS Services or in the Documentation, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the SaaS Services, except and only to the extent such activity is expressly permitted by Applicable Laws, (vii) access the SaaS Services, Software or use the Documentation in order to build a similar product or competitive product, or (viii) use the SaaS Services in violation of Applicable Laws, or to initiate unauthorized, fraudulent or unlawful financial transactions. Subject to the limited licenses granted herein, Company or its service providers shall own all right, title and interest in and to the Software, SaaS Services, Documentation, and other deliverables provided under this Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein. Customer agrees to assign all right, title and interest it may have in any of the foregoing to Company.

4. CUSTOMER RESPONSIBILITIES

4.1 Assistance. Customer shall provide commercially reasonable information and assistance to Company to enable Company to deliver the SaaS Services. Upon request from Company, Customer shall promptly deliver Customer Content to Company in an electronic file format specified and accessible by Company. Customer acknowledges that Company’s ability to deliver the SaaS Services in the manner provided in this Agreement may depend upon the accuracy and timeliness of such information and assistance.

4.2 Compliance with Laws. Customer shall comply with all applicable binding legal authorities, including federal, state, and international laws, regulations, rules, ordinances, court decisions and administrative orders (“Applicable Laws”) in connection with its use of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or Personal Data. Customer acknowledges that Company and its service providers exercise no control over the content of the information transmitted by Customer through the SaaS Services. Customer shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.

4.3 Unauthorized Use; False Information. Customer shall: (a) notify Company immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (b) report to Company immediately and use reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by Customer, and (c) not provide false identity information to gain access to or use the SaaS Services.

4.4 Customer Input. Customer is solely responsible for collecting, inputting and updating all Customer Content stored on the SaaS Services, and for ensuring that the Customer Content does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or (ii) contains anything that is obscene, defamatory, harassing, offensive or malicious. Customer shall: notify Company immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (iii) report to Company immediately and use reasonable efforts to stop any unauthorized use of the SasS Services that is known or suspected by Customer and (iv) not provide false identity information to gain access to or use the SaaS Services.

4.5 License from Customer. Subject to the terms and conditions of this Agreement, Customer shall grant to Company and its service providers a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Customer Content solely as necessary to provide the SaaS Services to Customer.

4.6 Ownership and Restrictions. Customer retains ownership and intellectual property rights in and to its Customer Content. Company or its licensors retain all ownership and intellectual property rights to the services, Software programs, and anything developed and delivered under the Agreement. Third party technology that may be appropriate or necessary for use with some Company programs is specified in the program Documentation or ordering document as applicable. Customer’s right to use such third party technology is governed by the terms of the third party technology license agreements specified by Company and not under this Agreement.

4.7 Suggestions. Company and its service providers shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the SaaS Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including users, relating to the operation of the SaaS Services.

5. ORDERS AND PAYMENT

5.1 Orders. Customer shall order SaaS Services pursuant to an Invoice. All services acquired by Customer shall be governed exclusively by this Agreement and the applicable Invoice.

5.2 Invoicing and Payment. Company shall invoice Customer for all fees. Customer shall pay all undisputed Invoices within thirty (30) days after Customer receives the Invoice. Except as expressly provided otherwise, fees are non-refundable.

5.3 Taxes. Company shall bill Customer for applicable taxes as a separate line item on each Invoice. Customer shall be responsible for payment of all sales and use taxes, value added taxes (VAT), or similar charges relating to Customer’s purchase and use of the SaaS Services.

5.4 Pricing & Fees: Customer agrees to pay the fees described in the applicable Order Form or on Company’s published pricing page located at https://www.troypay.com/pricing, as may be updated from time to time. Company reserves the right to modify fees upon at least sixty (60) day's prior written notice to Customer, which may be provided via email or through the SaaS Services. Any fee changes will become effective following the expiration of the notice period. Continued use of the SaaS Services after the effective date constitutes acceptance of the revised fees.

6. TERM AND TERMINATION

6.1 Term of Agreement. The term of this Agreement shall begin on the Effective Date and shall continue for the Subscription Term, unless terminated by either party as outlined in this Section. Customer will receive advanced notices of expiration 90, 60, and 30 days prior to expiration date. If renewal payment is not received prior to expiration, SaaS Services will be suspended. If confirmation and payment is not received by 30 days after expiration date, Customer account and all associated files will be deleted in accordance with information privacy laws.

6.2 Termination. Either party may terminate this Agreement immediately upon a material breach by the other party that has not been cured within thirty (30) days after receipt of written notice of such breach.

6.3 Suspension for Non-Payment. Company reserves the right to suspend delivery of the SaaS Services if Customer fails to timely pay any undisputed amounts due to Company under this Agreement. Suspension of the SaaS Services shall not release Customer of its payment obligations under this Agreement. Customer agrees that Company shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the SaaS Services resulting from Customer’s non-payment. If Company suspends the SaaS Services, Company will promptly restore the SaaS Services upon Customer’s payment of such undisputed portion of Company’s Invoice. If Customer’s payment is not made within thirty (30) days of suspension the Customer’s account and all associated files will be deleted from the Company’s data center in accordance with information privacy laws.

6.4 Effect of Termination. (a) Upon termination of this Agreement or expiration of the Subscription Term, Company shall immediately cease providing the SaaS Services and all usage rights granted under this Agreement shall terminate. (b) If Company terminates this Agreement due to a breach by Customer, then Customer shall immediately pay to Company all amounts then due under this Agreement and to become due during the remaining term of this Agreement, but for such termination. If Customer terminates this Agreement due to a breach by Company, then Company shall immediately repay to Customer all pre-paid amounts for any unperformed SaaS Services scheduled to be delivered after the termination date. (c) Upon termination of this Agreement and upon subsequent written request by the disclosing party, the receiving party of tangible Confidential Information shall immediately return such information or destroy such information and provide written certification of such destruction, provided that the receiving party may permit its legal counsel to retain one (1) archival copy of such information in the event of a subsequent dispute between the parties.

7. WARRANTIES

7.1 Warranty. Company represents and warrants that it will provide the SaaS Services in a professional manner consistent with general industry standards and that the SaaS Services will perform substantially in accordance with the Documentation. For any breach of a warranty, Customer’s exclusive remedy shall be termination of the Agreement as provided in Section 6, Term and Termination.

7.2 COMPANY DOES NOT GUARANTEE THAT THE SAAS SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT COMPANY WILL CORRECT ALL SAAS SERVICES ERRORS. CUSTOMER ACKNOWLEDGES THAT COMPANY DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SAAS SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. SECTION 7.1 OF THIS AGREEMENT SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY COMPANY (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT AND COMPANY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OF FITNESS FOR ANY PARTICULAR PURPOSE, ANY OR OTHER WARRANTY IMPLIED BY LAW, OR ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. NEITHER COMPANY NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE OPERATION OF THE SAAS SERVICES WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, NOR SHALL COMPANY OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S OR ANY USER’S DATA, FILES, OR PROGRAMS. COMPANY FURTHER DISCLAIMS ANY WARRANTY OR GUARANTEE WITH RESPECT TO PAYMENT PROCESSING SERVICES, ACH TRANSFERS, FINANCIAL ACCOUNT FUNCTIONALITY, OR THE AVAILABILITY OR PERFORMANCE OF ANY THIRD-PARTY FINANCIAL INSTITUTION OR PAYMENT PROCESSOR. COMPANY DOES NOT WARRANT THAT ANY PAYMENT WILL BE COMPLETED, SETTLED, OR FREE FROM REVERSAL, RETURN, OR DISPUTE.

8. LIMITATIONS OF LIABILITY. NEITHER PARTY (NOR ANY LICENSOR OR OTHER SUPPLIER OF COMPANY) SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, PROFITS, DATA OR USE OF ANY SERVICE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. CONFIDENTIALITY

9.1 Definition. “Confidential Information” means any information disclosed by a party to the other party, directly or indirectly, which (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be “confidential” or “proprietary” within thirty (30) days of such disclosure, (c) is specifically deemed to be confidential by the terms of this Agreement, or (d) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Confidential Information will also include information disclosed by third parties to a disclosing party under an obligation of confidentiality. Subject to the display of Customer Content as contemplated by this Agreement, Customer Content is deemed Confidential Information of Customer. Company Software and Documentation are deemed Confidential Information of Company.

9.2 Confidentiality. During the term of this Agreement and for five (5) years thereafter (perpetually in the case of Software), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this Agreement, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party.

9.3 Exceptions. Confidential Information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party, (b) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or (c) is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the existence of this Agreement and the relationship of the parties, but agrees that the specific terms of this Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms of this Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors.

10. GENERAL PROVISIONS

10.1 Non-Exclusive Service. Customer acknowledges that SaaS Services is provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict Company’s ability to provide the SaaS Services or other technology, including any features or functionality first developed for Customer, to other parties.

10.2 Personal Data. Customer hereby acknowledges and agrees that Company’s performance of this Agreement may require Company and its service providers to process, transmit and/or store Customer personal data or the personal data of Customer employees, Affiliates or payees, including identifying data that relates to, describes, or is reasonably linked directly or indirectly with an individual (“Personal Data”). By submitting Personal Data to Company, Customer agrees that Company and its service providers may process, transmit and/or store Personal Data only to the extent necessary for, and for the sole purpose of, enabling Company to perform its obligations to under this Agreement. Customer agrees to obtain all necessary consents and make all necessary disclosures before including Personal Data in Customer Content and using the Software and SaaS Services. Customer confirms that Customer is solely responsible for any Personal Data that may be contained in Customer Content, including any information which Company shares with third parties on Customer’s behalf. Customer is solely responsible for determining the purposes and means of processing Customer Personal Data by Company and its service providers under this Agreement, including that such processing according to Customer’s instructions will not place Company or its service providers in breach of applicable data protection laws. Prior to processing, Customer will inform Company about any special categories of data contained within Customer Personal Data and any restrictions or special requirements in the processing of such special categories of data. Customer is responsible for ensuring that the SaaS Services meets such restrictions or special requirements. Company or its service providers may process any Personal Data that meets the requirements set forth in this Section according to this Agreement. Customer agrees to provide any notices and obtain any consent related to Company or its service providers’ use of the Personal Data for provisioning the SaaS Services, including those related to the collection, use, processing, transfer and disclosure of Personal Data. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and retains ownership of all of Customer data, including Personal Data.

10.3 Assignment. Neither party may assign this Agreement or any right under this Agreement, without the consent of the other party, which consent shall not be unreasonably withheld or delayed; provided however, that either party may assign this Agreement to an acquirer of all or substantially all of the business of such party to which this Agreement relates, whether by merger, asset sale or otherwise. This Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. Either party may employ subcontractors in performing its duties under this Agreement, provided, however, that such party shall not be relieved of any obligation under this Agreement.

10.4 Force Majeure. Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation or services, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures.

10.5 Waiver. No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver by either party of any breach of this Agreement shall not constitute a waiver of any other or subsequent breach.

10.6 Severability. If any term of this Agreement is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this Agreement shall remain in full force.

10.7 Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes all previous oral and written communications by the parties, concerning the subject matter of this Agreement. This Agreement may be amended solely in a writing signed by both parties. Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and shall be void unless specifically accepted in writing by the party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not be deemed acceptance of the terms.

10.8 No Third Party Beneficiaries. This Agreement is an agreement between the parties, and confers no rights upon either party’s employees, agents, contractors, partners of customers or upon any other person or entity.

10.9 Independent Contractor. The parties have the status of independent contractors, and nothing in this Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in this Agreement, neither party shall be responsible for the acts or omissions of the other party or the other party’s personnel.

10.10 Statistical Information. Company may anonymously compile statistical information related to the performance of the SaaS Services for purposes of improving the SaaS Service, provided that such information does not identify Customer’s data or include Customer’s name.

10.11 Governing Law. This Agreement and any claims arising out of or relating to this Agreement will be governed by, interpreted, and construed in accordance with the laws (without regard to the conflict of laws rules) of the State of California, U.S.A. The parties agree that this Agreement does not involve the sale of goods and that the Uniform Commercial Code as enacted in any jurisdiction, or any similar statutes concerning the sale of goods applies to this Agreement. The parties further agree that any legal action or proceeding relating to this Agreement will be instituted solely and exclusively in the state courts located in Orange County, California or the federal courts located in Orange County, California, and both parties agree to submit to the sole and exclusive jurisdiction and venue of such courts for any matters related to this Agreement, including, but not limited to, any matters related to the SaaS Services, Documentation, and/or the Software.

10.12 Compliance with Laws. Company and Customer shall comply with all Applicable Laws in connection with the delivery and use of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or Personal Data.

11. Acceptable Use Policy ("AUP"): Customer agrees to comply with the AUP throughout the term of service. Any of the following actions may result in the immediate termination of a Customer user account or the termination of the Customer account in whole:

11.1 Any unauthorized attempts, whether successful or not, by a user to gain access to any account not belonging to that user on this or any other TROY FlexPay or partner system.

11.2 Attempts to interfere with the regular workings of the TROY FlexPay or partner systems or network connections or which adversely affect the ability of other clients or systems to use TROY FlexPay or partner services.

11.3 Participation in any activity that violates Applicable Law.

11.4 Any attempt to use a different name on Client payments other than as used in the normal course of the Client's business operations, as per the information that was submitted to TROY FlexPay or partner in the Agreement.

11.5 The posting or display of any image or wording related to any website running, participating, or advertising acts allowing the subscriber to bet or gamble on an uncertain outcome, or to play a game of chance for stakes.

11.6 The operation by Client of an "Online Pharmacy" or any attempt to display, sell, or present for sale pharmaceuticals, prescription drugs, or any form of controlled substances.

11.7 Any attempt to display, sell, or transfer materials that violate or infringe any third-party copyright, trademark, right of publicity, patent, statutory law, common law or proprietary rights of others, or contain anything obscene, libelous or threatening in nature.

11.8 Reproduction, presentation, or transmission of any material in violation of any Applicable law.

11.9 The posting or display of any images or wording that instructs users how to make or perform devices or situations that may violate any Applicable Law.

11.10 Third-Party Integrations. The SaaS Services may integrate with third-party accounting, ERP, financial, or business management systems. All third-party product names, trademarks, and service marks are the property of their respective owners and are used solely for identification purposes. Company does not claim any affiliation with or endorsement by such third parties unless expressly stated.

12. ADDITIONAL FEES

Fees are subject to change upon notice to Customer.